Terms of Service

These Terms of Service (the Terms) govern access to and use of the Carionex platform, mobile applications, authorised portals and related services (the Services). Carionex is a trading name of TradeAlgoSuite Technologies Ltd (company number 17162783), referred to as we, us or Carionex.

The Customer is the organisation that subscribes to or registers for the Services, such as a care provider or healthcare and dental staffing agency. A person who accepts these Terms for an organisation confirms that they have authority to bind it.

The Services are intended for business use only. They are not offered to consumers.

If more than one document applies, they take priority in this order:

1. (a)a written agreement or order form signed or accepted by both parties, but only to the extent it expressly says it overrides these Terms;
2. (b)the Data Processing Agreement, for the processing of personal data;
3. (c)these Terms; and
4. (d)plan, pricing and product descriptions published on our website.

The Privacy Policy explains how we handle personal data. It is a notice and does not form part of the contract.

Carionex is a software-as-a-service platform for organisations that deliver care and healthcare staffing. Depending on your plan and the sector you operate in, the Services can include:

Not every feature is available on every plan or in every sector. The features included in your plan are set out on our website or in your order form.

The Services are software tools. Carionex does not provide care, clinical, legal, tax or employment advice, and does not employ or supervise the Customer's staff. The Customer remains responsible for its regulated activities, for the care and staffing decisions it makes, and for meeting the standards of the regulators that apply to it.

We may improve, change or retire features over time. We will not remove a feature that is part of a paid plan in a way that materially reduces what the Customer has paid for during its current term without giving notice under clause 16.

Features are labelled in the Services and in the table below so that Customers can see what is generally available and what is not. The table is a description of the position at the date of these Terms and the label shown in the product prevails if they differ.

Beta features are provided so that Customers can use them while they are being developed. They may change, and may have limits that are shown in the product. A beta label does not remove our responsibility to provide the Services with reasonable skill and care.

A planned feature is not part of the Services until it is released. We do not promise that a planned feature will be released or when.

The Customer chooses which of its staff and other people have access to the Services, and appoints administrators to manage that access. Administrators must give accurate registration details and keep them up to date.

The Customer is responsible for:

1. (a)giving each user their own login and not sharing credentials;
2. (b)assigning role-based permissions that fit each person's job, and reviewing them regularly;
3. (c)removing access promptly when someone leaves or changes role;
4. (d)keeping devices used to access the Services secure; and
5. (e)turning on two-factor authentication where it is available for the account, which we recommend for all administrators.

The Customer is responsible for activity carried out using its users' accounts, unless the activity results from our failure to meet our security obligations.

The Customer must tell us without delay at privacy@carionex.co.uk if it suspects that a login has been compromised or that data has been accessed without permission.

We are responsible for operating the Services with appropriate technical and organisational security measures, for monitoring the platform for security incidents, and for telling the Customer about a personal data breach that affects its data as set out in the Data Processing Agreement. Our security measures and assurance information are described on the Security and Compliance page.

The Customer and its users must not:

The Services are offered under the following arrangements. The arrangement that applies to the Customer is shown when it signs up or in its order form.

Prices exclude VAT unless stated. VAT is added at the rate that applies.

Invoices are payable by the due date shown on the invoice, using the payment method set up for the account, which can include Direct Debit. If a payment fails or is late, we may follow up and, after notice, suspend access as set out in clause 12.

Where we offer a free trial, its length and any limits are shown when the Customer signs up. A free trial is not offered on every plan or at all times. Unless the Customer cancels before the trial ends, billing begins under the plan it selected.

We may change our prices for a renewal by giving at least 30 days' written notice before the renewal date. A price change does not apply during an initial or renewal term that has already started, unless the Customer agrees.

Fees are not refundable, except where the law requires, where the order form says otherwise, or where we have agreed a refund in writing. This does not affect any statutory right the Customer may have.

Subscription plans run for the initial term stated in the order form or agreement. Where none is stated, the initial term is 12 months from the start date. Pay As You Go has no minimum term.

At the end of the initial term a subscription renews automatically for periods of the same length, unless either party gives the other at least 30 days' written notice that it will not renew. Access continues until the end of the paid period.

A Customer on Pay As You Go may stop using the Services at any time. The treatment of any unused prepaid balance is set out in the terms shown when the Customer registered for Pay As You Go.

A bespoke agreement or order form that sets a different term, renewal or cancellation arrangement takes priority over this clause.

Either party may end the agreement immediately by written notice if the other commits a material breach that cannot be put right, or does not put it right within 30 days of being asked to, or becomes insolvent.

The Customer keeps control of the service user, client, practice and workforce records that it puts into the Services. For that customer-managed information, we generally act as a processor and the Customer is the controller.

We act as a controller of the personal data we hold for our own business and for account administration, such as the contact details of Customer administrators, billing records and website enquiries.

Processing of customer-managed personal data is governed by the Data Processing Agreement, which forms part of the contract. How we use personal data as a controller is explained in the Privacy Policy.

The Customer is responsible for having a lawful basis under Article 6 of the UK GDPR for its processing. It is also responsible for the further conditions that apply to health information and other special category data, under Article 9 of the UK GDPR and Schedule 1 of the Data Protection Act 2018. Consent is one lawful basis but is not always the right one, and in an employment or care setting it often is not. The Customer decides which basis applies.

The Customer is also responsible for giving the people whose data it holds the information they are entitled to, for handling their rights requests, and for entering accurate data.

The Services include tools for calculating pay, producing payslips and preparing and sending statutory submissions to HMRC, such as Full Payment Submissions and Employer Payment Summaries. The Customer is the employer and remains responsible for its payroll and its statutory obligations. We are not a tax or payroll adviser, and the Services do not replace professional advice where it is needed.

The Customer is responsible for:

We are responsible for providing the payroll and submission features with reasonable skill and care, for updating them for changes to rates and rules that HMRC publishes, and for putting right defects in the Services that we are told about.

Payroll and RTI submission are currently labelled Beta. The Customer must check outputs before approving them. This clause does not exclude or limit any liability that cannot be excluded or limited by law.

Our operational target is for the Services to be available at least 99.9% of the time in each month, not counting planned maintenance. This is a target. It is not a guarantee or a contractual service level, and no service credits or refunds are due if it is not met, unless the Customer's order form expressly states a service level.

We carry out planned maintenance and updates. Where maintenance is likely to affect the Customer's use, we will try to give reasonable notice and to schedule it outside busy periods. We may also carry out urgent maintenance without notice where it is needed to protect the security or stability of the Services.

The Services rely on third-party infrastructure and services, including hosting, email and messaging providers, and on the Customer's own internet connection and devices. Interruptions caused by these, or by events beyond our reasonable control, are not a breach of these Terms. Our subprocessors are listed in the Data Processing Agreement.

Support is available through the channels shown in the Services and on our website. Support hours and response times are those stated in the Customer's plan or order form.

The Services, including the software, designs and content, belong to TradeAlgoSuite Technologies Ltd or its licensors and are protected by intellectual property law. During the term we grant the Customer a limited, non-exclusive, non-transferable right to use the Services for its own business purposes.

The Customer keeps ownership of the data and content that it puts into the Services. It gives us the right to process that data only as needed to provide the Services and as set out in the Data Processing Agreement.

We may suspend access to all or part of the Services where we reasonably believe it is needed to protect the security of the Services or the data of others, where the law requires it, or where the Customer has breached these Terms or not paid undisputed fees.

Except where urgent action is needed, we will give notice and a reasonable opportunity to put the matter right before suspending for breach or non-payment, and we will restore access when it has been resolved.

We may end the agreement for the reasons in clause 7. Ending the agreement does not affect rights that have already arisen.

For 30 days after the agreement ends the Customer may continue to access the Services to export its data. We will make the data available in a commonly used, machine-readable format. The formats available for each type of record are confirmed in writing when an export is requested, and we do not promise a particular format for a record type that has not been confirmed in that way.

The Customer may also ask us in writing to return its data, or to delete it earlier. We will provide reasonable help to move data to the Customer or its new supplier. Extensive bespoke migration work that goes beyond a standard export may be charged for, and we will agree any charge with the Customer before starting.

After the export period we will delete the Customer's data from our live production systems within 30 days, or earlier on the Customer's written request, unless the law requires us to keep it. We will confirm deletion in writing on request.

Copies held in backups are kept for a limited rolling period, currently 30 days, and are overwritten when that period ends. Data is therefore removed from backups on a delay and not immediately.

We may keep information that we are legally required to keep, such as our own financial and tax records, and information we need to establish or defend a legal claim. We will keep it securely and use it only for that purpose.

The Customer is responsible for deciding how long its own records must be kept under the rules that apply to it, and for exporting what it needs before the export period ends. These arrangements are consistent with clause 12 of the Data Processing Agreement.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

Subject to clause 14.1, and to the extent the law allows, neither party is liable to the other for loss of profit, revenue, goodwill or anticipated savings, or for indirect or consequential loss, arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise.

Subject to clause 14.1, each party's total liability to the other arising out of or in connection with these Terms in any 12-month period is limited to the fees paid or payable by the Customer for the Services in the 12 months before the event that first gave rise to the liability. For Pay As You Go, this means the charges paid in that period.

Liability connected with the processing of personal data is governed by the Data Processing Agreement and this clause. Nothing in these Terms affects the rights of data subjects or the powers of the Information Commissioner's Office.

Nothing in this clause removes our obligation to provide the Services with reasonable skill and care. The Customer's regulatory duties, and the care, staffing and payroll decisions it makes, remain its own.

These Terms and any dispute or claim arising out of or in connection with them are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

If a dispute arises, the parties will first try to resolve it in good faith through the contacts named in the order form or on the account. This does not prevent either party from going to court.

Each version of these Terms has a version number, the date they first took effect, and the date they were last updated. Earlier versions are kept and are available on request.

Where a change is material, we will give the Customer at least 30 days' written notice before it takes effect. We will send the notice by email to the Customer's account administrators or show it in the Services, and it will say what has changed and when the change takes effect.

A change that adversely affects a Customer's existing rights or the fees for a term that has already started does not apply to that Customer until the next renewal, unless the Customer agrees, or the change is needed to comply with the law or to protect the security of the Services. A bespoke agreement can only be changed in writing by both parties.

If the Customer reasonably objects to a material change, the parties will discuss it in good faith. The version already agreed continues to apply to that Customer until they agree otherwise or the agreement ends, except where the change is required by law.

Changes that do not affect the Customer's rights or obligations, such as corrections, clarifications and updates to contact details, may be made without notice.

These Terms, together with the documents listed in clause 1, are the entire agreement between the parties about the Services and replace earlier discussions and understandings about them.

Neither party may transfer its rights or obligations without the other's consent, which must not be unreasonably withheld. We may transfer the agreement to a successor to our business, and will tell the Customer if we do.

If a provision is found to be unenforceable, the rest of these Terms continues to apply. A failure or delay in enforcing a right is not a waiver of it.

Notices to us must be sent to the registered office or to the email address in clause 18. Notices to the Customer may be sent to its account administrators by email or shown in the Services.