Platform terms and conditions
Last updated: April 2026
Please note that if a Client wishes to purchase an Enterprise Product for a Solution, this must be done by entering into and executing a separate written agreement with Qwikify.
These terms and conditions (these Terms) govern your access to and use of Qwikify’s platform at https://app.qwikify.com (the Platform). By accessing or using the Platform, you accept and agree to comply with:
these Terms; and
our Privacy Policy (which can be found at https://www.qwikify.com/legal/privacy-policy).
If you do not agree to these Terms, you must not access or use the Platform. We recommend that you download and save a copy of these Terms for future reference, as they are a legally binding agreement between you and us.
Definitions and Interpretation
1.1. The definitions and rules of interpretation in this clause apply in these Terms.
AI: artificial intelligence, machine learning, deep learning, neural networks, natural language processing, and related technologies, including any technology, system, software, algorithm, or process that simulates or performs tasks typically requiring human intelligence, such as learning, reasoning, problem-solving, perception, or language understanding.
Additional Services: any products, services or other offerings that the Client purchases from Qwikify in addition to a Product or Solution, including but not limited to: training; configuration and implementation services; project management; consultancy; custom template development; data migration; document scanning; customer feature development; and pay-as-you-go usage-based charges.
Authorised User: those employees, consultants, contractors and, where permitted by the applicable Contract Documentation, other persons (including family members or representatives of service users, residents or patients, and external professionals) who are authorised by the Client to use the Freemium Services and/or Solution and the Contract Documentation.
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Client: the company or other legal entity that has registered and set up an account on the Platform.
Client Data: the data inputted by the Client or Qwikify on the Client's behalf for the purpose of using the Services or facilitating the Client's use of the Services.
Confidential Information: all proprietary or confidential information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located), including but not limited to:
any information relating to the business, assets, finances, affairs, customers, clients, suppliers, plans, intentions or market opportunities of either Party; and
all technical or commercial know-how, specifications, operations, processes, product information, initiatives, know-how, designs, trade secrets, software (including source code) or technical data of either Party,
whether or not any of the above information (if in anything other than oral form) is marked confidential.
Contract: a contract between Qwikify and the Client for the provision and supply of any Services.
Contract Documentation: the binding documents made available to the Client on the Platform at the time of purchase (and as updated from time to time in accordance with these Terms) which set out the specific terms applicable to each Solution and/or Product purchased by the Client, including:
the Solution(s) and Product(s) purchased, including their features and functionality;
the applicable Fees and Initial Term;
usage limits, service quotas and other usage parameters;
any qualifying criteria required to access and use the relevant Solution or Product (including any eligibility requirements relating to the Client’s sector, size or regulatory status);
customer support service levels applicable to the relevant Product;
applicable data retention and back-up parameters; and
any other terms specific to the relevant Solution or Product,
as amended from time to time in accordance with these Terms. For the avoidance of doubt, Contract Documentation does not include Platform Materials, which are provided for information and guidance purposes only and do not form part of any Contract.
Derived Data: statistical, aggregated or other analytical data extracted or derived by Qwikify from Client Data, including data generated through machine learning, AI analysis or other processing of the Services, which does not identify or permit identification of any individual. Qwikify shall own all rights, title and interest in and to all Derived Data.
Documentation: the Platform Materials and the Contract Documentation made available by Qwikify to the Client via the Platform.
Fees: the fees payable by the Client to Qwikify in respect of each applicable Product for each applicable Solution and any Additional Services purchased by the Client.
Freemium Services: services that are made available through the Platform to registered users which do not require the payment of Fees (including but not limited to use of the Services on a free trial basis for a specified period of time).
Initial Term: the period of time specified as the initial term of a Contract, which could be 1 month, 3 months, 12 months or such other period as is agreed between the Client and Qwikify.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Party: the Client or Qwikify individually and Parties means the Client and Qwikify collectively.
Platform Materials: the informational and support materials made available by Qwikify to the Client via the Platform from time to time, including tutorials, videos, FAQs, user guides, training materials and general product information. Platform Materials are provided for guidance and information purposes only, do not form part of any Contract and are not legally binding on either Party. Qwikify does not warrant that Platform Materials will be complete, accurate or up to date at all times.
Product: a product or service purchased by the Client which enables Authorised Users to access and use the relevant Solution or a specific feature or functionality, in accordance with the required parameters, as further described in the Contract Documentation. Products may be structured as subscriptions, pay-as-you-go arrangements or otherwise, as specified in the Contract Documentation.
Qwikify: Mycareadmin Limited t/a Qwikify, a company incorporated and registered in England and Wales with company number 09394841 whose registered office address is at 140 High Street, Iver, Buckinghamshire, England, SL0 9QA.
Renewal Period: has the meaning set out at clause 16.1, in relation to a Contract.
Representative: in relation to a Party, means its employees, officers, contractors, subcontractors, representatives and advisers.
Services: the Freemium Services and/or the Solution and/or any Additional Services ordered by the Client under the Contract.
Software: the online software applications provided by Qwikify as part of the Services.
Solution: the subscription services ordered by the Client and provided by Qwikify via the Platform, as more particularly described in the Contract Documentation.
Substantial Change: in relation to a Solution or Product, any change to the features or functionality of that Solution or Product which: (i) removes a core feature or functionality that the Client was actively using, where "core feature" means a feature listed as such in the applicable Contract Documentation; or (ii) otherwise materially and adversely affects the Client's ability to use the Solution or Product for the purposes for which it was purchased. For the avoidance of doubt: (a) a redesign, reconfiguration or change in the implementation or operation of a feature or functionality will not constitute a Substantial Change unless it renders that feature or functionality materially unavailable or unfit for its intended purpose; (b) the removal or modification of any feature designated by Qwikify as experimental, beta or in preview shall not constitute a Substantial Change; and (c) a change to usage limits or service quotas applicable to a Product shall not constitute a Substantial Change, but Qwikify will use reasonable endeavours to give the Client not less than 30 days' prior notice of any material reduction in usage limits or service quotas.
Term: has the meaning given in clause 16.1 (being the Initial Term together with any subsequent Renewal Periods) in relation to a Contract.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Schedule 1 forms part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedule.
1.3 Clause and schedule headings shall not affect the interpretation of these Terms.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms and shall include all subordinate legislation made under that statute or statutory provision from time to time.
1.6 A reference to writing or written includes email and, where indicated in these Terms, acceptance via an online form, checkbox or other electronic mechanism on the Platform.
Account registration
2.1 In order to access and use the Platform, the Client must first apply to register a user account and provide all of the information and documentation required by the Platform as part of the application process. By completing the registration process, the individual doing so warrants that they have full authority to enter into these Terms on behalf of the Client and to bind the Client to these Terms and any Contract entered into pursuant to them. If you do not have such authority, you must not register an account or accept these Terms.
2.2 The Client shall ensure that all information and documentation it submits as part of the application process for registration will be current, true, accurate and complete and shall maintain the accuracy of this information and documentation at all times. The Client must promptly update any changes to its account details.
2.3 The Client shall keep all account details (including usernames and passwords) for use of the Platform and/or the Services secure and confidential and shall not disclose them to any unauthorised third party. The Client shall be solely responsible for all activities that occur whilst the Client’s account details are being used.
2.4 Following receipt of the Client's application to register a user account, and at any time during the Term, Qwikify may undertake verification checks to verify that the information and documents submitted by the Client are true, accurate and complete and that the Client continues to meet any qualifying criteria applicable to the relevant Solution or Product. Such checks may include identity verification, checks against third-party databases, credit reference checks and such other checks as Qwikify considers appropriate. By registering an account, the Client consents to Qwikify carrying out such checks and, where applicable, to Qwikify sharing the Client's information with third-party verification and credit reference agencies for this purpose .
2.5 Where verification checks are required, upon successful completion of the verification process, the Client will be permitted to:
access and use the Freemium Services (in accordance with these Terms); and/or
at its option, purchase any Solution or Additional Services and enter into a Contract.
2.6 Where verification checks are required, if the Client does not successfully complete the application and verification process, it will not be permitted to purchase any Solution or Additional Services.
2.7 Qwikify may carry out verification checks at any time during the Term to confirm that the Client continues to meet the qualifying criteria applicable to the relevant Solution or Product as set out in the Contract Documentation. Where such checks reveal that the Client has provided false or inaccurate information in connection with its registration or any verification check, or that the Client no longer meets the applicable qualifying criteria, Qwikify may suspend or terminate the Client's access to all or part of the Platform or Services in accordance with clause 16.3(c).
2.8 When purchasing any Solution, the Client will select the applicable Product. Eligibility for specific Products will be dependent on specified usage and other criteria and required functionality, which are set out in the Contract Documentation.
3. Licence
3.1 For Products and Solution only: in consideration for the Client purchasing each Product within a Solution and complying with the restrictions set out in clause 4 below, any usage restrictions or other usage parameters applicable to that Product (as set out in the Contract Documentation and the remaining provisions of the relevant Contract), Qwikify grants the Client a limited, non-exclusive, non-transferable right to permit the Authorised Users to access and use the relevant Product and the Contract Documentation in accordance with the Contract during the Term, solely for the Client’s business operations.
3.2 For Freemium Services only: in consideration for the Client complying with the restrictions set out in clause 4 below and the remaining provisions of these Terms, Qwikify grants the Client a limited, non-exclusive, revocable, non-transferable right to permit the Authorised Users to access and use the Freemium Services, solely for the Client’s business operations.
4. Licence restrictions applicable to all Services
4.1 The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of any of the Services that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, religion or belief, sexual orientation, disability, age, pregnancy or maternity, or any other characteristic protected under applicable law; or
is otherwise illegal or causes damage or injury to any person or property;
and Qwikify reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that, in Qwikify’s reasonable opinion, breaches the provisions of this clause or to the Platform.
4.2 The Client shall not, and shall not assist or enable any third party to:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under the relevant Contract or these Terms:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, the Services and/or the Documentation in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or the Services; or
access all or any part of the Platform, the Services and/or the Documentation in order to build a product or service which competes with the Platform or the Services; or
obtain access to the Platform, the Services and/or the Documentation, other than as expressly permitted under a Contract or these Terms; or
introduce, or permit the introduction of, any Virus into Qwikify's network and information systems.
4.3 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform, the Services and/or the Documentation and, in the event of any such unauthorised access or use, shall promptly notify Qwikify.
4.4 The Client acknowledges that unauthorised access to or misuse of the Platform or the Services may constitute a criminal offence under the Computer Misuse Act 1990 or other applicable legislation, and that Qwikify reserves the right to report any such unauthorised access or misuse to the relevant authorities.
5. Services
5.1 Qwikify shall, during the Term, provide the Services and make available the Documentation to the Client on and subject to the terms of these Terms. For the avoidance of doubt, only the Contract Documentation forms part of the Contract and is legally binding. Platform Materials are provided for information and guidance only.
5.2 Qwikify shall use commercially reasonable endeavours to make the Solution available 24 hours a day, seven days a week, except for:
planned maintenance carried out during the maintenance window notified to the Client from time to time; and
unscheduled maintenance, provided that Qwikify shall use reasonable endeavours to give the Client reasonable notice in advance where practicable.
5.3 Qwikify will, as part of the Solution and at no additional cost to the Client, provide the Client with Qwikify's standard support services in accordance with Qwikify’s Customer Support Policy (as set out in the Contract Documentation and as amended from time to time). Support services are provided in respect of the Solution only and not in respect of the Freemium Services, unless otherwise specified in the Contract Documentation.
6. Data protection
6.1 For the purposes of this clause 6, the terms controller, data subject, personal data, personal data breach, processor and processing, shall have the meaning given to them in the UK GDPR.
6.2 Both Parties will comply with all applicable requirements of the Data Protection Legislation. The obligations set out in this clause 6 are in addition to, and do not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.
6.3 The Parties acknowledge that, for the purposes of the Data Protection Legislation, in so far as the processing of personal data is concerned, the Client is the controller and Qwikify is the processor. The Client acknowledges that the scope, nature, purpose and duration of the processing and the Client personal data categories and data subject are described at Schedule 1 (in respect of the DSCR Solution) and/or in the relevant Contract Documentation (in respect of any other Solution) .
6.4 Without prejudice to clause 6.2, the Client shall ensure that it has all necessary consents and notices in place to enable lawful transfer of the personal data to Qwikify for the duration and purposes of these Terms.
6.5 Without prejudice to clause 6.2, Qwikify shall, in relation to any personal data processed in connection with the performance by Qwikify of its obligations under these Terms:
process that personal data only on the instructions of the Client provided to Qwikify from time to time;
ensure that it has in place appropriate technical or organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss, damage to or destruction of, the personal data which are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
ensure that all Qwikify personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
not transfer personal data outside the UK or the EU unless the following conditions are fulfilled:
the Client or Qwikify has provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies; and
Qwikify complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.
assist the Client, at the Client’s cost, in responding to any data subject access request and in ensuring the Client’s compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or other regulators;
notify the Client without undue delay on becoming aware of a personal data breach;
at the written request of the Client, delete or return to the Client all Client personal data on termination of the Agreement, unless Qwikify is required by applicable law to continue to store that Client personal data (and for these purposes the term “delete” shall mean to put such data beyond use);
maintain complete and accurate records and information to demonstrate its compliance with the Data Protection Legislation and the obligations set out in this clause 6; and
immediately inform the Client if, in Qwikify’s opinion, an instruction infringes the Data Protection Legislation.
6.6 The Client acknowledges and consents generally to Qwikify appointing third party processors of personal data under these Terms. Qwikify confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and in either case which Qwikify confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Client and Qwikify, Qwikify shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.
7. Third party providers
7.1 The Client acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Qwikify makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Client, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Client and the relevant third party, and not Qwikify. Qwikify recommends that the Client refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Qwikify does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
8. Qwikify's obligations
8.1 Qwikify undertakes that the Services will be performed substantially in accordance with these Terms and the Contract Documentation, with reasonable skill and care and using suitably qualified and experienced Representatives. For the avoidance of doubt, Platform Materials are not incorporated into this undertaking and Qwikify makes no warranty that Platform Materials will be complete, accurate or up to date.
8.2 The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Qwikify’s instructions, or modification or alteration of the Services by any party other than Qwikify or Qwikify’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Qwikify will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.
8.3 Qwikify:
does not warrant that:
the Client's access to and use of the Solution will be uninterrupted or error-free, or that Qwikify will correct errors within a specified period; or
the Solution will operate or integrate with any other hardware, software, systems, services or data of the Client; or
the Solution, Contract Documentation and/or the information or results obtained by the Client through the Solution will meet the Client's requirements or specifications;
the Software or the Solution will be free from Viruses; or
the accuracy of any documents or other outputs produced using the Solution (including outputs generated using AI tools or document templates). It is the Client’s responsibility to check the accuracy of such documents or other outputs and to review and approve such documents or other outputs before acting on them.
is not responsible for any limitations, delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Solution and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.4 These Terms shall not prevent Qwikify from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
8.5 Qwikify warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
8.6 Qwikify shall follow its archiving procedures for Client Data as set out in its Back-Up Policy, as such document may be amended by Qwikify in its sole discretion from time to time. In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy against Qwikify shall be for Qwikify to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Qwikify in accordance with the archiving procedure described in its Back-Up Policy. Qwikify shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by Qwikify to perform services related to Client Data maintenance and back-up for which it shall remain fully liable).
9. Client's obligations
9.1 The Client shall:
provide Qwikify with:
all necessary co-operation in relation to these Terms; and
all such information and assistance as Qwikify may reasonably require from time to time to enable it to provide the Services (including without limitation details of its suppliers and any information or data from those suppliers which is relevant to the Services and the existing systems used by the Client to collect and process such information or data);
without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
carry out all Client responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the Parties, Qwikify may adjust any agreed timetable or delivery schedule as reasonably necessary;
obtain and shall maintain all necessary licences, consents, and permissions necessary for Qwikify and its Representatives to perform their obligations under these Terms, including without limitation the Solution;
ensure that its network and systems comply with the relevant specifications provided by Qwikify from time to time; and
be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.
9.2 The Client shall own all right, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.
10. Fees and payment
10.1 The Client shall pay to Qwikify the applicable Fees for the Services in accordance with this clause 10.
10.2 When purchasing Services, the Client shall provide to Qwikify:
valid, up to date and complete credit card or debit card details (including complete contact and billing details); or
valid, up to date and complete contact and billing details for any other payment methods accepted by Qwikify, and hereby authorises Qwikify to use such agreed payment method:
at the time of the initial purchase of the Services for the Fees payable in respect of the Initial Term;
at the start of each Renewal Period for the Fees payable in respect of that Renewal Period.
whenever the Client purchases any Additional Services or upgrades any Product from time to time during the Term, for the Fees payable in respect of such Additional Services or upgrade.
10.3 If the Client fails to make any payment properly due to Qwikify in accordance with clause 10.2 above then, without prejudice to any other rights and remedies available to Qwikify under applicable law:
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; and
Qwikify may, without liability to the Client, disable the Client's account and access to all or part of the Services and Qwikify shall be under no obligation to provide any or all of the Services while the outstanding sums remain unpaid. Where the Client's account remains suspended for non-payment, Qwikify may terminate the Contract in accordance with clause 16.3(a). Following any such termination, Qwikify will provide the Client with not less than 30 days' written notice before permanently deleting any Client Data, during which period the Client may arrange to export their data in accordance with clause 16.5. The Client acknowledges that following the expiry of that notice period, Qwikify shall have no further obligation to retain the Client's data and may delete it permanently .
10.4 All amounts and fees stated or referred to in these Terms are:
subject to clauses 10.9 and 15.3 ;
non-cancellable and non-refundable ;
exclusive of value added tax or other sales tax, which shall be added to Qwikify's invoice(s) at the appropriate rate where applicable. The Client is responsible for paying any taxes in connection with the Services that are imposed by applicable law on the Client as the buyer of the Services.
10.5 The Client may at any time decide to increase their usage levels or upgrade to a higher Product of the Solution under a Contract and such increase or upgrade shall take effect immediately upon the Client paying the relevant Fees relating to that increase or the higher Product in accordance with clause 10.2 above. An upgrade or increase in usage levels shall not reset or extend the Initial Term or current Renewal Period of the Contract, unless otherwise agreed in writing by the Parties.
10.6 The Client may decide to reduce their usage levels within a Product or downgrade to a lower Product of the Solution under a Contract. Such reduction or downgrade would take effect at the end of the Initial Term or the current Renewal Period (as applicable) and would require the Client to comply with the usage limits and other criteria relating to the lower usage levels selected or that lower Product from the point at which the downgrade takes effect. A downgrade or reduction in usage levels shall not reset or extend the Initial Term or current Renewal Period of the Contract.
10.7 Qwikify shall be entitled to increase the Fees at any time by giving the Client not less than 30 days’ prior notice. Any such increase shall become effective on the next invoice date following the expiry of such 30 day notice period. Any such increase shall not exceed the percentage increase in the version of the United Kingdom all items retail prices index plus 5%, as published by the Office for National Statistics as ‘RPI’ (the RPI Index) (or equivalent index should the RPI Index be no longer available) for the 12 months immediately preceding the date of the notice.
10.8 Qwikify reserves the right, at its discretion, to modify the pricing or Products of the Solution from time to time. In the event of any such changes, Qwikify will provide the Client with at least 30 days’ prior written notice. Any adjustments to pricing or Products will take effect upon the commencement of the next Renewal Period following the notice period, unless otherwise agreed in writing by the Parties. If the Client does not wish to accept the modified terms, the Client may choose to terminate the Solution in accordance with the termination provisions set out in these Terms. Continued use of the Solution following the effective date of any adjustments will constitute acceptance of the modified terms.
10.9 The Solutions and Products are continually under review by Qwikify and Qwikify may change the features and functionality of any of the Products or Solutions (in whole or in part) at any time during the Term. Qwikify will use all reasonable endeavours to give the Client 30 days’ notice of any Substantial Change to any Solution and/or Product. If the Client does not wish to continue using the affected Solutions and/or Products as a result of a Substantial Change, the Client may terminate the Contract by giving 30 days’ written notice (starting from the date of receiving notification of the Substantial Change) to Qwikify and shall be entitled to a pro-rated refund of any unearned, pre-paid Fees in respect of the affected Solutions and/or Products as at the date of termination. This termination right is the Client’s sole and exclusive remedy if it does not wish to continue using the affected Solutions and/or Products after a Substantial Change. If the Client continues to use the affected Solutions and/or Products after receiving notification from Qwikify, it will be deemed to have accepted the Substantial Change.
11. Intellectual Property Rights
11.1 Unless expressly provided in these Terms, each Party agrees that it neither has nor will obtain any rights in or to any of the other Party’s Intellectual Property Rights
11.2 All Intellectual Property Rights in the Platform, the Services and the Documentation, including without limitation all amendments, updates, derivative works, customisations and ancillary offerings thereto, are and shall remain the sole and exclusive property of Qwikify and/or its licensors.
11.3 To the extent that the Client’s use of the Platform or the Services results in any adaptations, modifications, improvements, enhancements or revisions to the Platform or the Services (Improvements), whether by providing ideas, feedback, suggestions or by any other means, any and all Intellectual Property Rights in and to such Improvements shall immediately vest in and be owned by Qwikify. Any feedback provided to Qwikify by the Client regarding the Platform or the Services shall be free from any confidentiality restrictions.
11.4 All Intellectual Property Rights in the Client Data shall remain the sole and exclusive property of the Client and/or its licensors.
11.5 The Client grants to Qwikify a perpetual, royalty free, non-exclusive, non-transferable, non-sublicensable licence to use the Client Data for the following purposes:
to provide the Services;
to develop and improve the performance and functionality of the Services and the Platform, including the development of any improvements, updates, upgrades, modifications or derivative works (in respect of which Qwikify and/or its licensors shall own all intellectual property rights and other proprietary rights);
to extract or derive Derived Data to be used as part of the Services or to improve the Platform and the Services (including to develop, train, test and improve AI tools, models, agents and systems to improve the Services). Qwikify shall own all rights, title and interest in and to all of the Derived Data.
11.6 Qwikify confirms that it has all rights in relation to the Platform, the Solution and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.
12. Confidentiality
12.1 The provisions of this clause 12 shall not apply to any information that:
is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party or its Representatives in breach of this clause);
was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;
was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party's knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party; or
the Parties agree in writing is not confidential or may be disclosed.
12.2 Each Party shall keep the other Party's Confidential Information secret and confidential and shall not:
use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these Terms (Permitted Purpose); or
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 12.
12.3 A Party may disclose the other Party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
it informs those Representatives of the confidential nature of the Confidential Information before disclosure;
it procures that these Representatives have entered into enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of these Terms are upon the Parties; and
at all times, it remains responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
12.4 A Party may disclose Confidential Information to the minimum extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible.
12.5 Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in this clause are granted to the other Party, or to be implied from these Terms.
12.6 Except as expressly stated in these Terms, no Party makes any express or implied warranty or representation concerning its Confidential Information.
12.7 The Parties agree that details of the Solution and the results of any performance tests of the Solution shall constitute Qwikify’s Confidential Information
12.8 The above provisions of this 12 shall continue to apply notwithstanding termination or expiry of the Client’s use of the Platform.
13. Use of AI
13.1 The Platform may use AI tools and AI agents in providing some or all of the Services.
13.2 Qwikify represents and warrants that it will never use any personal data provided by the Client to develop, train, test or improve AI tools, models, agents or systems, unless it has first obtained:
the Client’s written permission (which may be given by the Client via an online form, checkbox or other electronic mechanism on the Platform); and
all required consents from the relevant data subjects.
However, the Client agrees that Qwikify may use non-personal data and Derived Data for the purposes of analysis and for developing, training, testing and improving AI models, agents and systems to improve Qwikify’s products and services.
13.3 Qwikify may process Client Data which is not personal data outside the UK and the EU, for the purposes of delivering improved performance or accessing advanced AI infrastructure and models. Any processing of personal data outside the UK or the EU shall be subject to the requirements of clause 6.5(d).
13.4 Any requirements or restrictions relating to the use of AI in connection with a specific Solution will be set out in the applicable Contract Documentation for that Solution..
14. Indemnity
14.1 The Client shall indemnify Qwikify against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) resulting from any claim by a third party against Qwikify arising out of or in connection with:
any information (including Client Data or any other data) that the Client or any Client Representative shares with Qwikify or otherwise shares, submits, posts, or transmits on or through the Solution; or
breach of these Terms by the Client or any Client Representative; or
the violation of any proprietary rights of that third party by the Client or any Client Representative.
provided that:
the Client is given prompt notice of any such claim;
Qwikify provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and
the Client is given sole authority to defend or settle the claim.
14.2 Qwikify shall indemnify the Client against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim by a third party that the Client's use of the Solution or Contract Documentation in accordance with these Terms infringes that third party’s Intellectual Property Rights, provided that:
Qwikify is given prompt notice of any such claim;
the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Qwikify in the defence and settlement of such claim, at Qwikify's expense; and
Qwikify is given sole authority to defend or settle the claim.
14.3 In the defence or settlement of any claim, Qwikify may procure the right for the Client to continue using the Solution, replace or modify the Solution so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on 2 Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
14.4 In no event shall Qwikify be liable to the Client to the extent that the alleged infringement is based on:
a modification of the Solution or Contract Documentation by anyone other than Qwikify; or
the Client's use of the Solution or Contract Documentation in a manner contrary to the instructions given to the Client by Qwikify; or
the Client's use of the Solution or Contract Documentation after notice of the alleged or actual infringement from Qwikify or any appropriate authority.
14.5 The foregoing states the Client's sole and exclusive rights and remedies, and Qwikify's (including Qwikify's Representatives’) entire obligations and liability, for infringement of any third party’s Intellectual Property Rights.
15. Limitation of liability
15.1 Except as expressly and specifically provided in these Terms:
Qwikify shall have no liability for any damage caused by any:
bugs, errors, AI hallucinations or other inaccuracies in any documents or other outputs produced using the Solution. It is the Client’s responsibility to check the accuracy of such documents or other outputs and to review and approve such documents or other outputs; or
actions taken by Qwikify at the Client's direction.
Qwikify shall have no responsibility for or liability to the Client for any actions or decisions taken by the Client as a result of the Services;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
the Solution and the Contract Documentation are provided to the Client on an "as is" basis.
15.2 Nothing in these Terms excludes the liability of Qwikify:
for death or personal injury caused by Qwikify's negligence; or
for fraud or fraudulent misrepresentation.
15.3 Subject to clauses 15.1, 15.2 and 15.4:
neither Party shall be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profit, loss of business or revenue, wasted expenditure, depletion of goodwill, loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
the total aggregate liability of each Party in contract (excluding any liability of either Party in respect of the indemnities granted by each of them at clause 14), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total value of the Fees paid or payable by the Client in respect of the Solution in the 12 month period preceding the date on which the relevant claim arose.
15.4 Nothing in these Terms excludes the liability of the Client:
in respect of its obligation to pay the Fees under these Terms; or
for any breach, infringement or misappropriation of Qwikify’s Intellectual Property Rights.
Commencement, term and termination of a Contract
16.1 The Contract shall commence on the date on which the Client obtains or purchases the Services and, unless otherwise terminated as provided in this clause 16, shall continue for the Initial Term. Upon expiry of the Initial Term, the Contract shall be automatically renewed for successive periods of time equal to the Initial Term (each a Renewal Period) unless:
either Party notifies the other Party through the Platform and/or by email of termination of that Contract, before expiry of the Initial Term or the current Renewal Period (as applicable), in which case the Contract shall terminate upon the expiry of the Initial Term or the relevant Renewal Period, as the case may be; or
otherwise terminated by either Party in accordance with the provisions of these Terms,
and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.
16.2 Without affecting any other right or remedy available to it, either Party may terminate a Contract with immediate effect by giving notice to the other Party through the Platform and/or by email if the other Party:
commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed the above; or
suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
16.3 Without affecting any other right or remedy available to it, Qwikify may terminate:
a Contract with immediate effect by giving notice to the Client through the Platform and/or by email if the Client fails to pay any amount due under that Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; and/or
the Client’s licence to access to the Freemium Services at any time with immediate effect by giving notice to the Client through the Platform and/or by email; and/or
any Contract or the Client's access to all or part of the Platform or Services, if at any time during the Term verification checks carried out pursuant to clause 2.7 reveal that the Client has provided false or inaccurate information in connection with its registration or any verification check, or that the Client no longer meets the qualifying criteria applicable to the relevant Solution or Product as set out in the Contract Documentation. Qwikify may exercise this right with immediate effect or on such notice as it considers appropriate in the circumstances, by giving notice to the Client through the Platform and/or by email. In either case:
no refund of any pre-paid Fees shall be due; and
the Client shall remain liable for all Fees payable for the remainder of the then-current Term as a genuine pre-estimate of the loss suffered by Qwikify, which the Parties acknowledge reflects the commitment made by Qwikify in providing the Services for the agreed Term.
16.4 On termination of a Contract for any reason:
all licences granted under that Contract shall immediately terminate and the Client shall immediately cease all use of the Solution and/or the Documentation; and
each Party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other Party. For the avoidance of doubt, Qwikify may continue to use any Derived Data following termination.
16.5 Unless otherwise agreed between the Parties, the Client will need to ensure that it exports all Client Data from the Platform prior to the date of termination of the Contract. Qwikify has no obligation to retain Client Data relating to Freemium Services following termination of the Client’s access to the Freemium Services and may delete such data at any time after such termination. Qwikify will retain Client Data relating to a Solution for the period specified in the applicable Contract Documentation following termination of the relevant Contract.
16.6 On termination of the Client’s licence to access the Freemium Services for any reason, the Client shall immediately cease all use of the Freemium Services.
16.7 Termination of a Contract or any other licences granted under these Terms shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract or licence which existed at or before the date of termination.
16.8 Any provision of these Terms and/or a Contract that expressly or by implication is intended to come into or continue in force on or after termination of that Contract and/or the Client’s licence to use the Freemium Services shall remain in full force and effect.
17. Force majeure
17.1 Neither Party shall be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.
18. General
18.1 Variation: Qwikify may vary these Terms and any Contract Documentation at any time. Where Qwikify proposes a material variation to these Terms or any Contract Documentation that adversely affects the Client's rights or obligations, Qwikify will give the Client not less than 30 days' written notice. If the Client does not wish to accept any such material variation, the Client may terminate any Contract by written notice to Qwikify given before the variation takes effect, in which case Qwikify will refund any pre-paid Fees in respect of the period after the date of termination. The Client's right to terminate under this clause applies only to material variations and does not arise in respect of any change that: (a) is required to comply with applicable law or regulation; (b) corrects typographical, grammatical or clerical errors; (c) updates Qwikify's contact details or corporate information; or (d) otherwise does not materially and adversely affect the Client's rights or obligations under these Terms or the applicable Contract Documentation. Qwikify will notify the Client of any changes falling within (a) to (d) above by updating the Terms on the Platform. In all cases, continued use of the Services following the effective date of any variation to these Terms or any Contract Documentation will constitute the Client's acceptance of the varied terms. Any variation agreed between the Parties (other than a variation made by Qwikify pursuant to this clause) shall only be effective if it is in writing and signed by both Parties (or their authorised representatives).
18.2 Waiver: A waiver of any right or remedy under a Contract or these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure by a Party to exercise any right or remedy provided under a Contract or these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under a Contract or these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
18.3 Rights and remedies: Except as expressly provided in a Contract or these Terms, the rights and remedies provided under that Contract or these Terms (as applicable) are in addition to, and not exclusive of, any rights or remedies provided by law.
18.4 Severance: If any provision or part-provision of a Contract or these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of that Contract or these Terms.
18.5 Entire agreement: A Contract (in respect of the Solution) constitutes and these Terms (in respect of the Freemium Services) constitute the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into a Contract or these Terms (as applicable) it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in that Contract or these Terms (as applicable). Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract or these Terms (as applicable).
18.6 Assignment: The Client shall not, without the prior written consent of Qwikify, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under a Contract or these Terms. Qwikify may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under a Contract or these Terms.
18.7 No partnership or agency: Nothing in a Contract or these Terms is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18.8 Publicity: The Client agrees that Qwikify may refer to the Client by name and/or use any logo or other trade mark of the Client in Qwikify’s advertising and promotional material, provided that such use is reasonable and does not misrepresent the nature of the Client’s relationship with Qwikify.
18.9 Third party rights: Neither these Terms nor any Contract gives rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms or that Contract.
18.10 Notices:
Any notice given to a Party under or in connection with a Contract or these Terms shall be in writing and shall be:
provided through the Platform; or
sent by email to the address specified for that Party on the Platform (or an address substituted in writing by the Party to be served):
Any notice shall be deemed to have been received at the time of transmission of the notice through the Platform or by email.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
18.11 Governing law: These Terms and each Contract, and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims), shall be governed by and interpreted in accordance with the law of England and Wales.
18.12 Jurisdiction: Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or these Terms or their subject matter or formation (including non-contractual disputes or claims).
SCHEDULE 1 – PROCESSING, PERSONAL DATA AND DATA SUBJECTS (DSCR SOLUTION)
Note: This Schedule applies to the Digital Social Care Records (DSCR) Solution only. Data processing information applicable to other Solutions will be set out in the relevant Contract Documentation for those Solutions.
1. Scope
Qwikify will process personal data for the purpose of providing the DSCR Solution to the Client under a Contract or these Terms.
2. Purpose of processing
Qwikify will process personal data received from, and on the instructions of, the Client for the purpose of supplying the DSCR Solution under a Contract or these Terms, so as to assist the Client to provide care services to its service users, residents or patients and to manage its HR functions.
3. Duration of processing
Qwikify will process the records during the term of each Contract in respect of the Services and will store the records for a period of 7 years following termination of such Contract, unless instructed in writing by the Client to return the records to the Client or to destroy such records.
4. Types of personal data
Qwikify will process the following types of personal data:
First name and last name
Postal address
Date of birth
Description of life history
Gender
Personal preferences
Contact details (email address, telephone number)
Medical history
Religion or belief
End of life wishes
Health records
History of frailty
Care plans and records of care provided and social care or clinical observations in the context of care provision
Employment records (in respect of Client staff)
5. Categories of data subject
Patients, service users or residents receiving care from the Client or being assessed to potentially receive such care
Key family members of such patients, service users or residents
Members of staff of the Client involved in providing care services to patients, service users or residents or managing the provision of those care services