Legal
Client Services Agreement
CARESTREAM — CLIENT SERVICES AGREEMENT
Subscription terms for the CareStream platform
between
TRG Digital Ltd (trading as CareStream) (CareStream)
and
The Customer identified on the signature page (the Customer)
Version 1.0
Parties
(1) TRG DIGITAL LTD, a company registered in England and Wales with company number 11731704, whose registered office is at Suite Ra01, 195-197 Wood Street, London, England, E17 3NU, trading as CareStream (CareStream, we or us); and
(2) THE CUSTOMER, being the organisation identified as the Customer on the signature page or in the online sign-up process (the Customer or you),
each a "party" and together the "parties".
Background
(A) CareStream operates an AI-powered compliance and knowledge platform for UK care providers, giving a care team round-the-clock self-service access to the organisation's own policies, procedures and regulatory guidance via web portal, email and WhatsApp, together with staff training, governance audits, onboarding, analytics and CQC readiness functionality (the Services).
(B) The Customer wishes to subscribe to the Services, and CareStream wishes to provide them, on the terms of this Client Services Agreement (this Agreement).
(C) This Agreement applies to the Customer's access to and use of the Services, whether the Customer subscribes online through the self-service portal or by signing this Agreement. By subscribing to, accessing or using the Services, the Customer agrees to be bound by this Agreement.
IT IS AGREED as follows.
1. Definitions and Interpretation
1.1 In this Agreement, the following definitions apply:
- Authorised Users — the Customer's staff, workers and other personnel who are authorised by the Customer to access and use the Services, up to the limits applicable to the Customer's Subscription Tier.
- Customer Content — the policy and procedure documents, staff handbooks, custom knowledge entries, user details and other data and materials that the Customer or its Authorised Users upload to, input into, or generate through the Services.
- Data Protection Laws — the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all other applicable laws relating to the processing of personal data and privacy.
- DPA — the data processing agreement entered into between the parties governing the processing of personal data under this Agreement, which forms part of this Agreement.
- Fees — the subscription fees payable for the Customer's Subscription Tier, as set out in Schedule 1 or as notified through the self-service portal.
- Free Trial — a free trial period made available to a new Customer before a paid subscription begins, as described in clause 3.
- Intellectual Property Rights — patents, rights to inventions, copyright and related rights, trade marks, goodwill, designs, database rights, know-how and all other intellectual property rights, in each case whether registered or unregistered, and all applications for the same, anywhere in the world.
- Normal Business Hours — 9:00am to 5:00pm UK time on a Working Day.
- Output — the answers, responses, reports, analytics and other content generated by the Services in response to a query or instruction, including responses generated using a retrieval-augmented generation (RAG) approach from Customer Content and CareStream's curated knowledge base.
- Platform — the CareStream software-as-a-service platform, including the web portal, admin console, email and WhatsApp interfaces and all associated software made available by CareStream.
- Subscription Tier — the tier of the Services subscribed to by the Customer (Starter or Professional), as described in Schedule 1.
- Subscription Term — the period for which the Customer subscribes to the Services, as described in clause 2.
- Working Day — any day other than a Saturday, Sunday or public holiday in England.
1.2 Clause headings do not affect interpretation. A reference to a statute includes subordinate legislation made under it and is a reference to it as amended or re-enacted. "Including" and similar words are illustrative and do not limit the words preceding them. The Schedules form part of this Agreement.
1.3 If there is any conflict between the documents forming this Agreement, the following order of priority applies: (a) the DPA, in respect of the processing of personal data; (b) the body of this Agreement; and (c) the Schedules.
2. Commencement and Term
2.1 This Agreement commences on the date the Customer first accepts it (whether by signing it, completing the online sign-up process, or starting a Free Trial) and continues until terminated in accordance with its terms.
2.2 The Subscription Term runs on a rolling monthly basis. Each monthly subscription period renews automatically for a further month unless cancelled in accordance with clause 20, so that the Services continue uninterrupted.
3. Free Trial
3.1 CareStream may make a Free Trial of the Services available to a new Customer for the trial period stated at sign-up. The Free Trial is provided to allow the Customer to evaluate the Services.
3.2 At the end of the Free Trial, the Customer's subscription will convert to a paid Subscription Tier and Fees will become payable, unless the Customer cancels before the Free Trial ends. CareStream will make clear at sign-up how and when the Free Trial converts to a paid subscription.
3.3 The Services are provided during the Free Trial "as is" and without any warranty, and CareStream may modify or withdraw a Free Trial at any time.
4. The Services and Access Rights
4.1 Subject to the Customer's payment of the Fees and compliance with this Agreement, CareStream grants the Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term, for the Customer's internal business purposes, up to the limits applicable to its Subscription Tier as set out in Schedule 1.
4.2 The Services are delivered on a multi-tenant, software-as-a-service basis. The Customer's administrator sets the organisation up from the admin console, uploading policy and procedure documents and staff handbooks, adding the team, and configuring branding, languages, channels and access permissions. From that point, Authorised Users may ask questions and receive Output via the web portal, email and WhatsApp (including voice notes), and administrators may use the wider toolkit (training, audits, onboarding and analytics).
4.3 The Customer shall not, and shall ensure its Authorised Users shall not: (a) exceed the usage limits of its Subscription Tier other than as permitted by CareStream; (b) licence, sell, rent, sub-licence or otherwise make the Services available to any third party except Authorised Users; (c) attempt to copy, modify, reverse engineer or create derivative works of the Platform; (d) introduce malicious code or attempt to gain unauthorised access to the Platform; or (e) use the Services other than in accordance with this Agreement and applicable law.
4.4 CareStream may monitor usage to verify compliance with the applicable usage limits. If the Customer's usage consistently exceeds its Subscription Tier limits, CareStream may contact the Customer to agree an upgrade to a higher Subscription Tier.
5. CareStream's Obligations
5.1 CareStream shall provide the Services with reasonable skill and care and shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: (a) planned maintenance, of which CareStream will give reasonable advance notice where practicable; and (b) unplanned maintenance or downtime caused by events outside CareStream's reasonable control.
5.2 CareStream shall support the Customer in accordance with Schedule 2.
5.3 CareStream shall keep the Customer's data isolated and secured in accordance with the DPA and the security measures described in it, including the tenant isolation, encryption and access controls referred to there.
6. Customer Obligations and Acceptable Use
6.1 The Customer shall: (a) provide CareStream with reasonable co-operation and access to information needed to provide the Services; (b) be responsible for its Authorised Users' use of the Services and their compliance with this Agreement; (c) keep its account credentials secure and confidential; and (d) ensure that its Authorised Users use the Services in accordance with this Agreement.
6.2 The Customer shall not use the Services, and shall ensure its Authorised Users do not use the Services, to: (a) upload or process any unlawful content, infringing, defamatory or that the Customer does not have the right to use; (b) upload content containing malicious code; (c) attempt to derive responses on matters outside the intended scope of the Services; or (d) bring the Services or CareStream into disrepute.
6.3 The Customer is responsible for ensuring that the policies, procedures and other Customer Content it uploads are accurate, lawful, up to date and appropriate for its organisation. The quality and accuracy of Output depends on the Customer Content provided.
7. Authorised Users and Account Administration
7.1 The Customer may create accounts for Authorised Users up to the limit applicable to its Subscription Tier. The Customer's administrator is responsible for adding and removing users, assigning admin/staff permissions, and configuring which users can access what.
7.2 The Customer shall ensure that each set of login credentials is used only by the individual to whom it is issued, and shall promptly deactivate access for any user who should no longer have it.
7.3 The Customer shall notify CareStream promptly if it becomes aware of any unauthorised access to or use of the Services.
8. Customer Content
8.1 As between the parties, the Customer owns all right, title and interest in and to the Customer Content, including all Intellectual Property Rights in it. CareStream does not acquire any ownership of the Customer Content.
8.2 The Customer grants CareStream a non-exclusive, royalty-free licence to host, copy, process, transmit and display the Customer Content, and to create searchable text and AI embeddings from it, to the extent necessary to provide and support the Services and as further described in the DPA.
8.3 The Customer warrants that it has all rights, consents and permissions necessary to upload the Customer Content and to grant the licence in clause 8.2.
9. Nature of the Services and AI-Generated Output
9.1 The Services use a retrieval-augmented generation (RAG) approach: Output is generated from the Customer's own approved documents and CareStream's curated knowledge base of UK care regulation, with relevant source policies cited. The Services are designed to reflect the Customer's policies rather than generic internet knowledge, and to surface gaps honestly where no relevant policy exists.
9.2 The Customer acknowledges that the Services use artificial intelligence and that, despite the grounded RAG approach, Output may occasionally be incomplete, inaccurate or not suited to a particular situation. Output is provided for information and guidance only.
9.3 The Output does not constitute legal, regulatory, clinical, professional or care advice, and is not a substitute for the Customer's own professional judgement. The Customer remains solely responsible for its own decisions, for the care it provides, and for its compliance with the requirements of the Care Quality Commission (CQC) and other regulators. The Services are a tool to assist with, and evidence, compliance — they do not guarantee any particular inspection outcome or compliance status.
9.4 The Customer is responsible for exercising appropriate human oversight of the Output and for verifying Output against the underlying source policies and applicable law before relying on it for any significant decision.
10. Fees and Payment
10.1 The Customer shall pay the Fees for its chosen Subscription Tier, as set out in Schedule 1 or as notified through the self-service portal. The current tiers are Starter (£49 per month) and Professional (£129 per month), each subject to the features and usage limits set out in Schedule 1.
10.2 Fees are payable monthly in advance through the secure self-service billing portal, by the payment method the Customer registers. By subscribing, the Customer authorises CareStream (and its payment provider) to charge the applicable Fees to that payment method each month until the subscription is cancelled.
10.3 Unless stated otherwise, all Fees are exclusive of VAT, which the Customer shall pay at the applicable rate.
10.4 The Customer may upgrade or downgrade its Subscription Tier through the self-service portal. An upgrade takes effect immediately (with Fees adjusted accordingly); a downgrade takes effect from the start of the next monthly period and is subject to the Customer's usage being within the limits of the lower tier.
10.5 CareStream may change the Fees from time to time on at least thirty (30) days' notice, with the change taking effect from the Customer's next monthly renewal. If the Customer does not accept a Fee increase, it may cancel in accordance with clause 20 before the change takes effect.
10.6 If a payment fails or is not made when due, CareStream may, after giving notice, suspend the Services in accordance with clause 19 until payment is made.
11. Multiple Sites and Group Management
11.1 A Customer that operates more than one care home or service may manage them as a group and switch between sites from a single login, where this functionality is enabled. Each site is subject to the Subscription Tier and Fees applicable to it, unless the parties agree on group pricing in writing.
11.2 The Customer is responsible for ensuring that data, documents and users are correctly allocated to the relevant site within its group.
12. Intellectual Property Rights
12.1 CareStream and its licensors own all Intellectual Property Rights in the Platform, the Services, the curated knowledge base and all related software, documentation and materials (excluding the Customer Content). Except for the access rights expressly granted in this Agreement, no rights in the Platform or Services are granted to the Customer.
12.2 CareStream may use anonymised and aggregated data derived from use of the Services (which does not identify the Customer, any individual or any Customer Content) to operate, improve and develop the Services.
13. Data Protection
13.1 Each party shall comply with the Data Protection Laws. The parties acknowledge that, in providing the Services, CareStream processes personal data on behalf of the Customer, and that such processing is governed by the DPA, which forms part of this Agreement.
13.2 The Customer is the controller, and CareStream is the processor in respect of the personal data processed under this Agreement, as further set out in the DPA.
14. Confidentiality
14.1 Each party shall keep the other party's confidential information confidential and shall not use it except for the purpose of performing this Agreement. This obligation does not apply to information that is or becomes public through no breach of this Agreement, was lawfully known before disclosure, or is required to be disclosed by law or a regulator.
14.2 This clause does not restrict the parties' rights and obligations in respect of personal data, which are governed by the DPA.
15. Warranties
15.1 Each party warrants that it has the authority to enter into and perform this Agreement.
15.2 CareStream warrants that it will provide the Services with reasonable skill and care. The Customer's exclusive remedy for breach of this warranty is for CareStream to use reasonable endeavours to correct the non-conforming Services within a reasonable time.
16. Disclaimers
16.1 Except as expressly stated in this Agreement, and to the fullest extent permitted by law, the Services and Output are provided without warranties of any kind, whether express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, or that the Services or Output will be uninterrupted, error-free or accurate.
16.2 Without limiting clause 9, CareStream does not warrant that the Output will be complete, accurate or appropriate for any particular purpose, and does not warrant any compliance, inspection or regulatory outcome.
17. Limitation of Liability
17.1 Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded.
17.2 Subject to clause 17.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits, revenue, business, anticipated savings or goodwill; or (b) indirect or consequential loss, in each case arising out of or in connection with this Agreement.
17.3 Subject to clauses 17.1 and 17.2, each party's total aggregate liability arising out of or in connection with this Agreement in any twelve (12) month period shall not exceed the total Fees paid or payable by the Customer in that period. [Insert any agreed alternative liability cap.]
17.4 The Customer acknowledges the nature of the Services described in clause 9 and accepts responsibility for verifying and exercising judgment over Output. CareStream is not liable for any decision the Customer makes, or action it takes or omits to take, in reliance on the Output.
18. Indemnity
18.1 The Customer shall indemnify CareStream against all losses, damages, costs and expenses arising out of or in connection with: (a) the Customer Content (including any claim that the Customer Content infringes a third party's rights or breaches applicable law); and (b) the Customer's or its Authorised Users' use of the Services in breach of this Agreement.
19. Suspension
19.1 CareStream may suspend all or part of the Services if: (a) the Customer fails to pay Fees when due and the failure continues after notice; (b) CareStream reasonably believes the Services are being used in breach of clause 4 or clause 6, or in a way that risks harm to the Platform or other customers; or (c) suspension is required by law.
19.2 CareStream shall, where practicable, give notice before suspending and shall restore the Services promptly once the cause of suspension is resolved.
20. Termination
20.1 The Customer may cancel its subscription at any time through the self-service portal. Cancellation takes effect at the end of the monthly period in which it is made, and the Customer will not be charged for any subsequent period. Fees already paid for the current period are non-refundable except where required by law.
20.2 Either party may terminate this Agreement immediately by notice if the other: (a) commits a material breach that is not remediable, or that it fails to remedy within thirty (30) days of being required to do so; or (b) becomes insolvent or unable to pay its debts as they fall due.
20.3 CareStream may terminate this Agreement on notice if it ceases to provide the Services generally, in which case it will give the Customer reasonable notice and a refund of any Fees paid in advance for Services not yet provided.
21. Consequences of Termination
21.1 On termination or expiry of this Agreement: (a) the Customer's right to access and use the Services ends; and (b) each party shall return or destroy the other's confidential information on request, save as required to be retained by law.
21.2 The export, return and deletion of personal data within the Customer Content is governed by the DPA. The Customer is responsible for exporting any Customer Content it wishes to retain before the end of the period stated in the DPA, after which CareStream may delete it in accordance with the DPA.
21.3 Termination does not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination. Clauses that by their nature are intended to survive termination shall do so.
22. Changes to the Services and this Agreement
22.1 CareStream may make changes to the Services from time to time to improve them or to reflect changes in technology or regulation, provided such changes do not materially reduce the overall functionality of the Customer's Subscription Tier.
22.2 CareStream may amend this Agreement on at least thirty (30) days' notice (which may be given through the Services or the self-service portal). If the Customer does not accept a material change, it may cancel in accordance with clause 20 before the change takes effect; continued use of the Services after the change takes effect constitutes acceptance.
23. Force Majeure
23.1 Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate the effect and resumes performance as soon as practicable.
24. General
24.1 Assignment. The Customer may not assign or transfer this Agreement without CareStream's prior written consent. CareStream may assign this Agreement to a successor of its business.
24.2 Subcontracting. CareStream may use subcontractors and third-party providers to deliver the Services, and remains responsible for their performance. Processing of personal data by such parties is governed by the DPA.
24.3 Notices. Notices must be in writing and sent to the contact details notified by each party (which, for routine matters, may include notices given through the Services or the self-service portal).
24.4 Entire agreement. This Agreement, including the DPA and Schedules, is the entire agreement between the parties in relation to the Services and supersedes all prior arrangements relating to its subject matter.
24.5 Variation. Except as expressly permitted in this Agreement, no variation is effective unless agreed in writing.
24.6 Waiver. A failure or delay in exercising any right is not a waiver of that right.
24.7 Severance. If any provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary or, if that is not possible, deemed deleted, without affecting the remainder of this Agreement.
24.8 Third-party rights. No one other than a party to this Agreement has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce its terms.
24.9 No partnership. Nothing in this Agreement creates a partnership, joint venture or agency between the parties.
24.10 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Schedule 1 — Subscription Tiers and Fees
Access is delivered on two monthly tiers. All Fees are exclusive of VAT and are payable monthly in advance. A Free Trial may be available to new Customers before a paid subscription begins.
Starter — £49 / month
- Policy questions (all channels): up to 500 / month
- Policy documents: up to 25
- Staff handbooks: 1
- Staff users: up to 10
- Custom knowledge entries: up to 50
- Multilingual access, email & WhatsApp, training, audits, onboarding: included
- Advanced analytics: not included
- CQC Readiness Report: not included
- Knowledge gap detection: not included
Professional — £129 / month
- Policy questions (all channels): up to 5,000 / month
- Policy documents: unlimited
- Staff handbooks: unlimited
- Staff users: unlimited
- Custom knowledge entries: unlimited
- Multilingual access, email & WhatsApp, training, audits, onboarding: included
- Advanced analytics: included
- CQC Readiness Report: included
- Knowledge gap detection: included
In summary, Starter suits a single small service that always wants an on-demand, multilingual policy access for a compact team. Professional removes the limits and adds the compliance-evidence layer — advanced analytics, the CQC Readiness Report, and knowledge gap detection that flags where staff ask questions the Customer's policies do not yet answer. Both tiers include the core multilingual policy assistant across web, email and WhatsApp, plus training, audits and onboarding, and every subscription keeps each Customer's data fully isolated and secured as described in the DPA.
CareStream may introduce, withdraw or change tiers and Fees in accordance with clause 10.5 and clause 22.
Schedule 2 — Support
CareStream provides support to help Customers set up and use the Services, including the self-service admin console, onboarding flows and in-product guidance.
- Support channel — Support is provided by email and through the self-service portal. [Insert support email address and any in-product support channels.]
- Support hours — Support requests are handled during Normal Business Hours (9:00am to 5:00pm UK time on Working Days).
- Target response — CareStream uses reasonable endeavours to acknowledge support requests within one (1) Working Day. [Insert any agreed response or resolution targets.]
- Availability — CareStream uses commercially reasonable endeavours to keep the Services available 24/7, subject to planned and unplanned maintenance as described in clause 5.1.