1.1. The following definitions apply to these Provider Terms:

“Agreement”: means a contract for carefynd Services between carefynd and the Care Provider governed by these Provider Terms, the Website Terms;

“carefynd Service”: means the software systems and interfaces owned, operated and/or licensed to carefynd and made available to Customers looking to find place within a Care Provider at carefynd.com, carefynd.co.uk or any other website or application operated by carefynd from time to time (the “Website(s)”);

“Carefynd” or “carefynd”: means Carefynd Ltd, incorporated and registered in England and Wales with company number 13588920 whose registered office is at Carefynd Ltd, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ;

“Care Package”: means a coordinated set of health and social care services tailored to meet a Customer's specific needs;

"Care Provider" or “Care Home” or “Provider”: means the entity using the carefynd Service to engage with Customers seeking accommodation in a Care Home for themselves or on behalf of someone else;

"Care Provider Account" or “Provider Account”: means the account(s) set up by the Care Provider so that it and any of their associated Care Homes can access the carefynd Service;

“CQC”: means Care Quality Commision who are an independent regulator of health and social care services in England, ensuring they meet established standards of quality and safety;

“Customer” or “Enquirer”: means an individual who uses the carefynd Service to search, compare, and select suitable Care Providers based on their specific needs and preferences;

“Data Protection Legislation”: means (i) the UK General Data Protection Regulation, UK Data Protection Act 2018 and UK Privacy and Electronic Communications (EC Directive) Regulations and any regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation;

“Enquiry”: means a message, call, appointment or request for a call, visit request, or any other method of contact made through the carefynd website;

“Fees”: means the fees set out in Schedule 1;

“Home”: means any facility operated by the Care Provider that offers care services to Customers;

“Intellectual Property Rights”: means all copyright and related rights, patents rights to inventions, utility models, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

"Offer": means an offer to provide care services in a Care Home to a Customer via the carefynd website

“Placement Agreement”: means the formal agreement between the Customer and the Care Provider for the provision of accommodation and care services, which may include any terms and conditions, any necessary documentation completed and any required deposits paid, that arises as a result of the Customer's use of the carefynd Service, including (i) when the Customer is an existing Customer of the Care Provider or has previously had dealings with the Care Provider; (ii) the Placement Agreement is made on terms that are different to those set out and/or placed in a different name; (iii) a Placement Agreement is placed for a Care Package which is different to the exact Care Package configured by the Customer on the carefynd Service;

“P2B Regulation”: means Regulation (eu) 2019/1150 of the European Parliament and of the Council of 20 June 2019;

“P2B Services”: the carefynd Services which are subject to the P2B Regulation;

“Relevant Requirements”: means all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010;

1.2. The words “include” and “including” (or similar) shall be deemed to have the words “without limitation” after them.

1.3. The schedules to this Agreement shall form part of the Agreement

2.1. carefynd and the Care Provider shall be deemed to have entered into a legally binding Agreement on the Provider Terms set out herein upon commencement of use by the Care Provider of the carefynd Services.

2.2. carefynd reserves the right to refuse to enter into an Agreement or provide the carefynd Services to the Care Provider or a third party at its absolute discretion.

2.3. This Agreement constitutes the entire agreement between the parties and no other terms put forward by the parties shall apply. If there is an inconsistency between any of the provisions of these Provider Terms and the provisions of the Website Terms, the provisions of the Provider Terms shall prevail. For the avoidance of doubt separate terms and conditions apply to the use of our websites by Care Providers and other partners who wish to place Customers at their Homes and separate terms apply to the use of those services.

2.4. From time to time, carefynd may amend these Provider Terms and reserves the right to do so in its absolute discretion, acting reasonably at any time. Any changes will be posted on the Website(s) and/or become effective fifteen calendar days (the notice period) from the date of posting (unless the P2B Regulation allows carefynd to give no notice, a shorter period of notice or a longer period of notice is required). If the Provider does not agree with any of these changes, before the notice period expires it shall have the right to terminate this Agreement by notice to carefynd (without prejudice to any accrued rights or obligations) and the Provider agrees that this is its sole remedy in respect of such changes. If a Provider continues to use the carefynd Service after receiving notice of the change to the Provider Terms it will have waived its right to terminate the Agreement for that change in accordance with the P2B Regulation and in accordance with this clause.

3.1. Use of the carefynd Service is subject to the Provider's agreement to these Provider Terms and the creation of Provider Account(s) on the carefynd Service. carefynd may refuse to permit the creation of a Provider Account at its absolute discretion. carefynd may suspend any Provider Account, as set out in clause 11.4.

3.2. The Provider must keep all passwords for their Provider Account strictly confidential.

3.3. The Provider shall not use the carefynd Service to:

3.4. Carefynd may modify, suspend or discontinue any part of the carefynd Service and/or change the carefynd Service at any time.

3.5. The Care Provider will not attempt to obtain any unauthorised access to any parts of the carefynd Service, or otherwise take any measures designed to interfere with or subvert the normal operation of the carefynd Service.

3.6. If signing on behalf of the Care Provider, the Provider signatory agrees to ensure that the Care Provider with access to the carefynd Service comply with and are bound by these terms of service. Any use of the carefynd Service is subject to this Agreement.

4.1. The Provider agrees to notify carefynd through the carefynd Service or via email of all Placement Agreements with Customers or cancellations of such Agreements within 48 hours of receipt of the Agreement.

4.2. In order to qualify for certain performance rewards which may apply from time to time the Provider must maintain complete, accurate and up to date records of all Placement Agreements and/or cancellations received in a month, and report such Placement Agreements and/or cancellations to carefynd in such method as carefynd shall prescribe within three (3) working days of the end of the month, such a monthly record to include all relevant information necessary to enable carefynd to match the Placement Agreements with Customers.

4.3. In order to qualify for any sales matching discount or reward which may apply from time to time the Care Provider shall enter into one of the following processes with carefynd: (a) the Care Provider shall provide carefynd with a record of all its Placement Agreements received in a month within three (3) working days of the end of that month, such a record to be provided to carefynd (in such form as carefynd may reasonably determine) and to include all relevant information to enable carefynd to match the Placement Agreements with the Customers placed as a result of carefynd's service; or (b) carefynd shall send an excel file of hashed contact data to the Care Provider, and the Care Provider shall insert all relevant Placement Agreements data into the excel file where it is hashed automatically and matched against the contact details data, creating a list of Customer IDs which is sent to carefynd. Which process is offered to the Care Provider is at carefynd's sole discretion. carefynd may only use personal data contained in the data provided under clause 4.3 for sales matching and invoicing purposes, and shall not retain or process personal data for longer than is necessary for sales matching and invoicing purposes. The Care Provider shall not attempt to re-identify a Customer from data provided under this clause 4.3. The Care Provider may only use personal data contained in the data provided under clause 4.3 for sales matching and invoicing purposes, and shall erase the personal data without undue delay after carrying out the sales matching and invoicing purposes unless applicable law requires its retention.

5.1. Fees (plus VAT and any other taxes or duties thereon) and any other charges due hereunder shall be paid by the Care Provider in accordance with these Provider Terms.

5.2. The Care Provider agrees to pay carefynd the Fees as set out in Schedule 1

5.3. carefynd shall invoice the Care Provider for the Fees. The Provider shall pay all invoices within 30 days of the invoice date, without deduction or set-off.

5.4. Without prejudice to any other right or remedy that carefynd may have, if:

5.5. All amounts payable under this Agreement are exclusive of VAT.

5.6. carefynd reserves the right to change the Fees (or other fees charged for access to the carefynd Service or the provision of any associated services) as set out in 5.2 providing 30 calendar days' written notice to the Care Provider. In the event the Care Provider does not wish to accept any change of Fees it may exercise its termination rights as set out in clause 11.2.

5.7. Any attempt to circumvent the carefynd platform or not pay the Fee will result in termination of this Agreement and carefynd will seek damages from the Care Provider for breach of contract and any legal costs and fees incurred and interest payable.

6.1. Save as set out in this clause 6, carefynd reserves all of its right, title and interest in the carefynd Service and any other of its Intellectual Property Rights which may come into the possession of the Care Provider under these Provider Terms from time to time. All Intellectual Property Rights created under these Provider Terms shall vest absolutely in carefynd immediately on their creation.

6.2. Subject to the Care Provider's continued compliance with these Provider Terms, carefynd hereby grants to the Care Provider a non-exclusive, non-sublicensable, non-transferable, royalty free worldwide licence to register and use a Provider Account on the carefynd Service to the extent strictly necessary for the Care Provider to perform its obligations under this Agreement and to submit Offers for communication to Customers by carefynd.

6.3. The Care Provider hereby grants to carefynd a personal, non-exclusive, sublicensable, transferable, royalty free, perpetual and worldwide licence to use any information and/or data submitted by the Care Provider to the carefynd Service or generated in connection with the Care Provider's use of the carefynd Service, for carefynd's own general business purposes, including but not limited to: (i) performance monitoring, (ii) creation of data services and/or aggregated datasets which may be sold or licensed to third parties, (iii) operating the carefynd Service and (iv) enabling carefynd to create improvements to the carefynd Service.

6.4. The Care Provider will not change, alter, create derivative works of or reverse engineer any of the carefynd Service or any other of carefynd’s Intellectual Property Rights.

6.5. carefynd may share any information and/or data relating to the Care Provider's performance with related third parties.

7.1. This clause 7 is in addition to and does not remove or replace a party's obligations under the Data Protection Legislation.

The terms personal data and controller shall have the meanings defined in the Data Protection Legislation.

7.2 . When processing personal data in connection with this Agreement, the parties acknowledge and agree that each party shall be an independent controller and will comply with all applicable requirements of the Data Protection Legislation. Without limiting the generality of the foregoing, where a Care Provider receives personal data from carefynd under this Agreement pursuant to its use of the carefynd service, it shall:

7.3. The Care Provider agrees to indemnify carefynd for any losses, costs, or penalties that arise as a result of a breach of this clause 7.

8.1. Each party warrants that it has full power and authority to enter into these Provider Terms and that it shall comply with all applicable laws.

8.2. carefynd warrants that it shall provide access to the carefynd Service, and any associated services, with reasonable care and skill.

8.3. The Care Provider warrants, represents and undertakes that:

8.4.1. comply with the Relevant Requirements;

8.4.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

8.4.3. have and shall maintain in place throughout the term of the Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Applicable Laws and Regulations and clause 8.4, and will enforce them where appropriate;

8.4.4. promptly report to carefynd any request or demand for any undue financial or other advantage of any kind received by the Care Provider in connection with the performance of the Agreement;

8.4.5. immediately notify carefynd (in writing) if a foreign public official becomes an officer or employee of the Care Provider and the Care Provider warrants that it has no foreign public officials as officers or employees at the date of the Agreement;

8.4.6. at carefynd's request, certify to carefynd in writing signed by an officer of the Care Provider, compliance with this clause 8 by the Care Provider. The Care Provider shall provide such supporting evidence of compliance as carefynd may reasonably request.

9.1. This clause 9 sets out carefynd's entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Care Provider:

9.2. Except as expressly and specifically provided in these Provider Terms, carefynd disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the carefynd Service, any services, their use and the results of such use.

9.3. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Provider Terms to the fullest extent permitted by applicable law.

9.4. Nothing in these Provider Terms excludes the liability of carefynd:

9.5. Subject to clause 9.4, carefynd disclaims all warranties:

9.6. Subject to clause 9.4, carefynd will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under these Provider Terms.

9.7. Subject to clause 9.4, carefynd's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these Provider Terms and for the matters set out in clause 9.1 will be limited to a sum equal to the total amount paid or payable by you to us under this Agreement in respect of Fees in the 6 months preceding the event giving rise to the liability.

9.8. The Care Provider shall indemnify carefynd against all losses and expenses incurred by them in relation to any third party claim arising from the Information or misuse by the Care Provider of the carefynd Services, except to the extent that the foregoing results directly from the negligence of carefynd.

11.1. Each Agreement shall commence on the date that the Care Provider commences use of the carefynd Service; and shall continue until terminated in accordance with these Provider Terms.

11.2. The Provider shall be entitled to terminate the Agreement for convenience:

11.3. The Provider may terminate the Agreement immediately by giving notice to carefynd if:

11.4. carefynd may either (1) terminate this Agreement on 30 calendar days' notice or (2) immediately suspend (on a temporary basis) the Care Provider's use of the carefynd Service, in the event the Care Provider:

11.5. carefynd may opt to temporarily suspend (but not terminate) a Care Provider immediately from the carefynd service where it reasonably considers that any of the matters set out in clause 11.4 apply. In the event carefynd opts to terminate or suspend a Care Provider a statement of reasons shall be provided. carefynd may terminate a Care Provider during any period of suspension with 30 calendar days notice. During a period of suspension, the relevant Care Provider shall not have access to their account and will not receive new Enquiries.

11.6. In the event a Care Provider disagrees with carefynd's actions regarding the suspension or termination of its use of the carefynd Service the Care Providers can discuss this with their account manager and may use carefynd's complaints handling system (described in clause 14 below) in order to clarify the facts and circumstances surrounding carefynd's decision.

11.7. A Care Provider may request that carefynd pause or suspend their Provider Account (for example because they wish to manage Enquirer volume) and carefynd shall use its reasonable endeavours to carry out this request. carefynd may on occasion in good faith pause a Care Provider's access to the carefynd Service where it considers there is an issue with the account (such as a build-up of unresolved Enquiries). Where a Provider's Account is paused this shall have the effect of stopping Offers being sent out by the Care Provider and therefore no new Enquiries shall be received during this pause.

11.8. On suspension, the Care Provider shall be bound to honour any Placement Agreements made in respect of Offers communicated prior to suspension or pausing.

11.9. Any termination is without prejudice to either party's accrued rights or remedies.

11.10. On termination of the Agreement:

11.11. Upon termination of this Agreement or in the event of a suspension a Care Provider shall no longer be able to provide Offers or be listed on the carefynd Website. The Care Provider shall lose access to its Provider Account, Provider dashboard, carefynd Service and to any Customer details or correspondence within its space on the carefynd system. Information in the Provider Account shall be retained in accordance with carefynd's data retention policy. Where a termination has taken place should a Care Provider choose to enter into a new Agreement with carefynd in the future it may be able to access historic correspondence.

11.12. Clauses 1, 4, 5, 6.3, 9, 10, 11 and 15.7 will survive termination of the Agreement for any reason.

12.1. Any notice required to be given under the Agreement by carefynd will be posted on the carefynd Service or sent to the Care Provider by email. Any notice required to be given under the Agreement by the Care Provider will be posted to carefynd by email to admin@carefynd.co.uk.

12.2. Notices will be deemed to have been received at the time of transmission as shown by the sender's records (or if sent outside business hours, at 9 am on the first business day following despatch).

13.1. Details of how carefynd ranks Provider Offers is set out in Schedule 2.

14.1. carefynd has an internal complaint-handling system which Care Providers may use. If you wish to make a complaint related to any of the following, where they affect you in particular: (1) concerns about carefynd's compliance with its obligations under the P2B Regulation; (2) technological issues directly related to carefynd's provision of the P2B Services to you; or (3) measures taken by carefynd in respect of its provision of the P2B Services which affect you; please contact admin@carefynd.co.uk.

14.2. Your complaint will be reviewed and forwarded to the appropriate internal resources to consider the concern you have raised within a reasonable time frame.

14.3. In addition to the complaint-handling system described in these terms, mediation may be an option to resolve any disputes that could arise between carefynd and a Care Provider with respect to the P2B Services, including complaints that could not be resolved by means of our internal complaint-handling system.

14.4. If any dispute arises in connection with this Agreement, carefynd and the Care Provider agree to first try to resolve the dispute through the complaints procedure set out in clause 14.1 and 14.2. If the dispute is not wholly resolved through the complaints procedure, then the dispute may be referred at the discretion of carefynd or the Care Provider to either of the following 2 mediators:

14.5. Both parties agree to engage in good faith throughout any mediation attempts.

14.6. A Provider does not have to use one of the mediators set out above. carefynd and the Care Provider may also agree in writing on another mediator.

15.1. Nothing in these Provider Terms is intended to establish an exclusive arrangement between the Care Provider and carefynd nor any partnership or appoint either party the agent of the other, or otherwise authorise either party to commit the other in any way whatsoever.

15.2. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 15.2 shall not affect the validity and enforceability of the rest of the Agreement.

15.3. A waiver of any right under the Agreement or a variation of the Agreement is only effective if it is in writing.

15.4. The Care Provider will not assign, transfer, charge, sub-contract without the prior written consent of carefynd.

15.5. The Agreement does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.6. The Agreement will be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.

15.7 The Care Provider agrees that carefynd provides a listing website and shall in no way be party to the contract for the provisions of care and/or accommodation and furthermore, carefynd shall under no circumstances be liable for any representations made on carefynd's website. caredynd makes no representations, warranties or guarantees, whether express or implied, that the content on carefynd's sites is accurate, complete or up to date. If a Care Provider enters into a Placement Agreement with the Customer for the provisions of care and/or accommodation carefynd is neither a representative of a party nor an intermediary between the Care Provider and the Customer. carefynd assumes no responsibility for the initiation, the conclusion or the execution of the Placement Agreement concluded between the Care Provider and the Customer.