These Platform Terms of Service govern access to and use of the HomeOrbit software platform and related services.
1. Parties
These Platform Terms are between:
Service Provider: Joshua Roberts trading as HomeOrbit, a UK sole trader of Apartment 414, 35 Greenland Street, Liverpool, L1 0AD, United Kingdom, contactable at support@homeorbit.co.uk; and
Customer: the organisation, business, or other entity that is given access to HomeOrbit under a pilot, trial, order form, proposal, or other written agreement.
2. Definitions
In these terms:
- Account means a user account used to access the platform.
- Authorised User means an individual whom the Customer allows to use the platform under the Customer's authority.
- Customer Data means data, content, records, files, documents, attachments, text, images, and other material submitted to or stored in the platform on the Customer's behalf.
- Documentation means any usage guidance or operating instructions we make available for the platform.
- Pilot Period means any period during which the Customer is permitted to use the platform on a trial, evaluation, implementation, testing, or pilot basis.
- Services means the HomeOrbit platform and related support, implementation, maintenance, and ancillary services that we agree to provide.
- Special Category Data has the meaning given in the UK GDPR.
- Subprocessor means a third party engaged by us to process personal data on behalf of the Customer in connection with the Services.
3. Nature of the service
HomeOrbit is a role-based operational and administration platform intended for care-sector organisations. Depending on the modules enabled, it may support operational workflows, rota management, training records, forms, policies, budgets, personnel records, payslips, young person records, medication-related information, internal documents, and similar business functions.
The platform is an administrative and operational support tool. It does not replace professional judgment, safeguarding judgment, medical judgment, employment law advice, payroll advice, legal advice, or regulatory decision-making. The Customer remains responsible for its own decisions, care delivery, staffing decisions, compliance obligations, and record-keeping duties.
4. Basis of access
The Services may be provided:
- under a free pilot or trial;
- under a written proposal or implementation arrangement;
- under a paid order form or later commercial agreement; or
- under another written arrangement between the parties.
Unless the parties expressly agree otherwise in writing, any initial access granted before a paid agreement is treated as a revocable pilot and may be subject to additional onboarding, security, or usage conditions.
5. Grant of licence
Subject to these terms and any agreed usage limits, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term to permit its Authorised Users to access and use the Services for the Customer's own internal business purposes.
No rights are granted except those expressly stated.
6. Customer responsibilities
The Customer must:
- ensure only authorised adults use the platform;
- keep its account credentials secure and ensure users do the same;
- ensure its use of the platform complies with applicable law, regulation, safeguarding requirements, employment requirements, data protection law, and internal policy;
- ensure that Customer Data uploaded to the platform is accurate enough for the Customer's intended use;
- ensure it has a lawful basis and all required notices, permissions, and internal approvals for the personal data it uploads;
- configure and use the platform responsibly, including permissions, workflows, and records;
- promptly notify us of any suspected security issue, credential compromise, or unauthorised access;
- be responsible for its users, internal instructions, and all activity carried out through its accounts; and
- maintain its own offline or independent records where prudent for business continuity, legal, safeguarding, or regulatory purposes.
7. Restrictions
The Customer must not, and must not permit any third party to:
- copy, modify, adapt, create derivative works from, decompile, disassemble, reverse engineer, or attempt to extract source code from the platform except where such restriction is prohibited by law;
- resell, lease, sublicense, timeshare, distribute, or otherwise commercially exploit the platform for third parties;
- access the platform in order to build a competing product or service;
- use the platform unlawfully, abusively, or in a way that could damage the platform, other users, or our reputation;
- upload malicious code or attempt unauthorised access, testing, or scanning;
- use the platform to store or process data that the Customer is not legally entitled to process; or
- misrepresent the platform's outputs or use them as the sole basis for emergency, disciplinary, safeguarding, clinical, payroll, or regulatory action without appropriate review.
8. User management and permissions
The Customer is responsible for deciding who should have access to its tenant, homes, modules, records, and workflows, except where we manage certain initial configuration settings during setup.
We may rely on account instructions and administrator instructions given through the platform or through an agreed implementation contact unless we have reason to believe they are unauthorised.
9. Customer Data
As between the parties, the Customer retains ownership of Customer Data. The Customer grants us the limited rights necessary to host, process, transmit, back up, secure, troubleshoot, maintain, and improve the Services in line with these terms and the applicable data processing terms.
We do not acquire ownership of the Customer's operational records or uploaded content merely because they are stored in the platform.
10. Personal data roles
For most Customer Data processed through the platform, the Customer acts as the controller and HomeOrbit acts as the processor. The parties agree that the HomeOrbit Data Processing Agreement forms part of these Platform Terms and applies automatically where required.
For data relating to public website visitors, prospective customers, customer contacts, billing contacts, platform administration, service communications, platform security, and our own business records, HomeOrbit may act as an independent controller.
11. Special category and sensitive data
The platform may be used by Customers to process sensitive operational data, including special category data and criminal offence data, where the Customer chooses to do so. The Customer is solely responsible for ensuring that it has identified an appropriate lawful basis and, where required, an additional condition for processing under applicable law.
The Customer must not use the platform for biometric identification, covert monitoring, or high-risk processing that materially changes the nature of the agreed services without first notifying us and, where appropriate, completing an appropriate risk review.
12. Security
We will apply reasonable and appropriate technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or unauthorised access, taking into account the nature of the Services and the information available to us.
No system can be guaranteed to be completely secure or available at all times. The Customer accepts that the Services may be affected by outages, maintenance, internet failures, supplier incidents, force majeure events, malicious activity, or other matters outside our reasonable control.
13. Support, maintenance, and changes
During any pilot or early access period, support is provided on a reasonable endeavours basis during normal UK business hours, together with any additional support separately agreed through implementation arrangements or the user's dual-role engagement.
We may:
- release patches, fixes, updates, and improvements;
- modify features, workflows, or interfaces where reasonably necessary;
- perform scheduled or emergency maintenance; and
- change infrastructure providers or subprocessors, subject to the data processing terms.
We will use reasonable efforts to avoid material degradation of the core Services, but we do not guarantee that every feature will remain unchanged.
14. Beta and pilot status
Where the platform or particular modules are provided as part of a pilot, testing phase, implementation phase, or pre-commercial rollout:
- the Services may include evolving, incomplete, experimental, or changing functionality;
- features may be added, removed, limited, or altered;
- documentation may be lighter than for a mature service;
- support may be more hands-on but not governed by formal service credits; and
- the Customer uses the pilot with that understanding.
15. Fees and payment
Unless the parties agree fees in writing, access granted during a pilot period is provided without separate software charges.
If fees are introduced later, they must be set out in a written proposal, order form, contract variation, or other written agreement. No public website pricing page forms part of these terms unless expressly incorporated in writing.
16. Suspension
We may suspend access to all or part of the Services immediately if:
- we reasonably believe continued access would create a security risk or legal risk;
- the Customer materially breaches these terms;
- the Customer's use is unlawful or abusive;
- credentials are compromised;
- a third-party provider failure requires urgent restriction; or
- suspension is necessary to protect the platform, other customers, or data.
Where reasonably practicable, we will notify the Customer and work toward restoration.
17. Term and termination
These Platform Terms start when access to the Services is first granted and continue until terminated.
Either party may terminate a pilot or ongoing access on written notice. Unless a different period is agreed in writing, either party may terminate for convenience on 30 days' written notice.
Either party may terminate immediately if the other commits a material breach that is incapable of remedy or is not remedied within 14 days of written notice requiring remedy.
18. Effect of termination
On termination or expiry:
- the Customer's right to access and use the Services ends;
- we may disable accounts and customer environments;
- the Customer may request export of its Customer Data during an export window of 30 days following the effective date of termination, provided the Customer has complied with applicable law and any outstanding agreed administrative steps; and
- after the export window, we may delete or render inaccessible Customer Data unless retention is required by law or reasonably necessary for security, backup integrity, dispute resolution, or compliance.
We may retain limited records needed for legal, tax, anti-fraud, security, or evidential purposes.
19. Confidentiality
Each party must keep the other's confidential information confidential and use it only for the purposes of the relationship, except where disclosure is required by law, regulation, court order, professional advisers under a duty of confidence, or competent authorities.
Customer Data is treated as the Customer's confidential information.
20. Intellectual property rights
We and our licensors retain all right, title, and interest in and to the Services, software, database structure, user interfaces, documentation, branding, workflows, know-how, and all improvements or derivative works created by or for us, excluding Customer Data.
Except for the limited licence expressly granted, the Customer receives no intellectual property rights in the Services.
21. Feedback
If the Customer or its users provide feedback, ideas, suggestions, or enhancement requests, we may use them freely without restriction or payment, provided we do not identify the Customer as the source without permission unless the idea is already public or obvious from the context.
22. Warranties and disclaimers
We warrant that we have the right to provide the Services.
Except as expressly stated in these terms, the Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all implied warranties, conditions, and representations, including implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, or uninterrupted availability.
The Customer acknowledges that:
- the platform supports operational administration but is not a substitute for the Customer's own controls;
- internet-based services are not free from bugs, outages, or cyber risk;
- the Customer remains responsible for reviewing outputs and records; and
- availability, storage, and functionality may depend partly on third-party providers.
23. Liability
Nothing in these terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited.
Subject to the paragraph above, to the fullest extent permitted by law:
- neither party will be liable for any indirect, incidental, special, punitive, or consequential loss, or for loss of profit, revenue, business, contracts, opportunity, goodwill, anticipated savings, or reputation;
- neither party will be liable for loss or corruption of data except to the extent caused by its failure to apply obligations expressly accepted under these terms; and
- our aggregate liability arising out of or in connection with the Services during any 12-month period will not exceed the greater of (a) the total fees actually paid by the Customer for the Services in that period and (b) £1,000, except where a higher amount is required by law or separately agreed in writing.
The liability cap above is intended to remain workable during unpaid pilot use.
24. Publicity
Neither party may issue a public announcement or use the other party's name, logo, or marks in publicity without prior written consent, except that we may identify the Customer privately to suppliers, advisers, insurers, or regulators where reasonably necessary.
25. Assignment and subcontracting
The Customer may not assign or transfer its rights or obligations under these terms without our prior written consent.
We may use employees, contractors, and subprocessors to deliver the Services, provided we remain responsible for our obligations under these terms.
26. Entire agreement
These terms, together with any order form, pilot agreement, written variation, privacy notice, acceptable use policy, and data processing agreement incorporated into them, set out the entire agreement between the parties in relation to the Services and supersede prior discussions on the same subject matter.
27. Variation
Any commercial change to these terms should be agreed in writing. We may update ancillary policies from time to time where reasonably necessary for legal, regulatory, security, or operational reasons. Updated policies will apply from the date published or notified, unless a longer notice period is required by law or expressly agreed.
28. Governing law and jurisdiction
These Platform Terms and any dispute or claim arising out of them are governed by the laws of England and Wales.
The courts of England and Wales have exclusive jurisdiction, unless mandatory law requires otherwise.