Terms of service

HeraIQ is a trading name of HERA INTELLIGENCE LTD, a company registered in England and Wales (company number 17459930). In these terms, "HeraIQ", "we" and "us" mean HERA INTELLIGENCE LTD.

"You" means the organisation that signs up to HeraIQ. These terms apply from the moment a person accepts them on the organisation's behalf.

The person who accepts confirms that they have authority to bind the organisation. If you do not have that authority, do not accept these terms.

The agreement is made up of these terms, the acceptable use schedule at the end of this page, our refund and cancellation policy, our data processing agreement and any Order.

HeraIQ is for organisations that provide adult social care as a business. It is not for consumers. By accepting these terms you confirm that you are acting for a business, not as a consumer.

It is built for providers registered with the Care Quality Commission (CQC) in England. What that means for you is set out in Your responsibilities.

Individual users, including carers, are not parties to this agreement, and they do not accept these terms for themselves. Only your organisation does, through the person who accepts for it. A carer signing up is asked to read our notice for carers instead, which explains how HeraIQ works for them.

When someone uses HeraIQ as one of your users, they do so under your agreement with us. You are responsible for making sure they follow the acceptable use schedule.

A carer can also have their own HeraIQ account, profile and document cabinet, which stays with them before, between and across employers. These terms do not govern that account. Our privacy notice explains how we handle the information in it.

• "Service": the HeraIQ web app, the mobile app, the Hera assistant and the support we give you.
• "Users": the people you allow to use the service under your account, such as managers, office staff and carers.
• "Customer data": the information you and your users put into the service about your organisation, the people you support and your staff, and the records the service creates from it.
• "Hera": the AI assistant in the service.
• "Output": anything Hera produces, such as a draft care plan, risk assessment record, rota or policy.
• "Order": the record of a paid plan, whether your billing owner set it up in the service or we agreed it with you in writing. It sets out the plan, the billing period, the fees and any discount, and is updated when a change to your plan is agreed, or when your fee is recalculated as set out in When your service grows. It is also updated when a discount starts or ends, as set out in Discounts and promotion codes.
• "Discount": a percentage taken off your monthly fee, for a stated number of paid months or until we end it. See Discounts and promotion codes.
• "Promotion code": a code that gives an organisation a discount when its billing owner enters it. See Discounts and promotion codes.
• "Billing owner": the manager of your organisation who can set up, change and cancel its paid plan. See Your billing owner.

HeraIQ helps you run and record your care service, including care plans, risk assessment records, rotas, visits, staff records, messages and policies. What Hera is for, and what it is not for, is set out in Hera, AI output and intended purpose.

We keep improving the service, so features change. If a change would materially reduce what you are paying for, we will tell you by email at least 30 days before it takes effect, and you can cancel your paid plan before then.

We may change the service without notice where that is needed to fix a security problem or to comply with the law.

• Hera Free is a plan rather than a time-limited trial. It does not expire, we do not ask for a card for it, and we never charge for it.
• Hera Free covers up to the number of people you support shown for it on our pricing page. Once you reach that number you cannot add another person, or bring back one you have archived, until you move to a paid plan, and everyone you already support stays exactly as they are.
• Hera Free's allowances for Hera are also shown for it on our pricing page.
• A paid plan starts when your organisation's billing owner sets one up in the service and completes payment with our payment provider, or when we agree one with you in writing. Nothing turns into a paid plan by itself.
• Before you agree a paid plan, the service shows you the fee, the answers it was calculated from, and the calculation itself. We keep a record of all three. If a discount applies, the fee the service shows you to pay is the fee after the discount, and it shows the date the discount ends.
• The rest of these terms, including the data processing agreement, apply on every plan.
• When a paid plan ends, your organisation moves to Hera Free and keeps all of its records. The rules in Exit and your data apply only when this agreement ends.

There are three plans: Hera Free, which is never charged, and two paid plans priced for your organisation, Hera Essentials and Hera Plus.

How a paid plan is priced

Your fee is calculated from what you tell us about your service: the kinds of care you provide, the number of people you support and the number of staff who deliver each one, how intensive that care is, and how many branches you operate. Each kind of care is priced separately and the results are added together, so a mixed service is not averaged. We show you the fee and the calculation behind it before you agree to it, and we keep a record of both. If a discount applies, we also show you the discount and the fee you will pay after it, with the date it ends, before you agree, and we keep a record of those too.

• On Hera Plus, your fee is the price calculated this way. The minimum is £399 per month before any discount.
• On Hera Essentials, each kind of care costs 75% of what it costs on Hera Plus, and the charge for your branches is the same as on Hera Plus. The minimum is £299 per month before any discount. Hera Essentials does not include voice sessions, in which you talk to Hera out loud.

Neither paid plan limits the number of people you support, but your fee can change as your service grows: see When your service grows.

Changes you ask for

When your billing owner changes your plan, or the answers your fee was calculated from, your new fee starts on the 1st of the following month, as set out in Changing your plan.

Changes we make

If more people are recorded in HeraIQ than your fee was calculated from, we may recalculate your fee as set out in When your service grows.

If we change the way fees are calculated, your fee does not change until you agree a new one. We will tell you by email at least 30 days before a new way of calculating fees changes your fee, and you can cancel your paid plan before then.

Paying

Paid plans are monthly. You pay by card through our payment provider, Stripe. You enter your card details on Stripe's own payment page; we do not see them and we do not store them. By setting up a paid plan you authorise us to charge that card for your fee each month, in advance, until you cancel.

Your organisation's first paid plan starts with a free month. We tell you the date that free month ends before you enter a card, we take your first payment on that date, and from then on we charge your monthly fee on the 1st of each month, in advance, less any discount that applies to your organisation. A discount counts paid months only: your free month does not use any of them.

If your organisation has set up a paid plan in HeraIQ before, even one cancelled during its free month, there is no second free month. We take your first payment when you set the new plan up, for the part of your monthly fee that covers the rest of that month, and from then on we charge your monthly fee on the 1st of each month, in advance. A discount that applies to your organisation comes off that first payment too, and off every payment after it until the discount ends.

We do not currently offer annual billing.

Your Order sets out which plan you are on, your billing period, your fees and any discount, with the date it ends.

VAT

HERA INTELLIGENCE LTD is not registered for VAT, so no VAT is charged. If it registers, VAT is added from the date of registration after notice.

If a payment fails

If a card payment fails we will tell you by email and try again. An amount that is still unpaid after that is a debt, and the Late Payment of Commercial Debts (Interest) Act 1998 may apply, including statutory interest and fixed compensation. We only suspend the service for non-payment as set out in Suspension. Until your organisation is suspended, your billing owner can pay an overdue amount at any time from the Plan and billing page, including after your Hera allowances have been reduced. While it is suspended nobody can sign in, so email hello@heraiq.io and we will tell you how to pay.

• A discount is a percentage taken off your monthly fee, for a stated number of paid months or until we end it. We work out your fee first, including the minimum on your plan, and the discount comes off that fee.
• A discount counts paid months only. Your free month, if you have one, does not use any of them.
• You can get a discount in three ways:
  • A promotion code. Your billing owner enters it when setting up a paid plan, or afterwards from the Plan and billing page.
  • An offer made to your organisation. It applies when your billing owner sets up a paid plan, or, if you already have one, when your billing owner activates it from the Plan and billing page.
  • An offer made to every organisation on a paid plan. It applies when an organisation sets up a paid plan. We may also put it on an existing subscription ourselves, from its next payment, without you asking, and we tell you by email when we do. We do not put it on a subscription whose organisation has an offer made to it that is still open (not withdrawn, not expired) and that it has not yet used: that offer is the one the billing owner can activate.
• Only your organisation's billing owner can enter a promotion code, or activate an offer, for your organisation. A promotion code works only for the plans it names and only until its expiry date. Some codes are only for an organisation setting up its first paid plan, and some can be used only a limited number of times. The service tells you when a code cannot be used, and why.
• Only one discount can apply to your organisation at a time, and your organisation can use each promotion code or offer once.
• When a discount applies to the plan you are setting up, the service shows you the fee after the discount, and the date the discount ends, before you agree. You can remove a promotion code you have entered before you set up your plan.
• Your Order shows your fee, any discount and the date it ends. From that date, the fee in your Order is the fee without the discount, and nothing has to be agreed or changed for that to happen.
• The end date. We state the date a discount ends when it starts: in the confirmation of your Order or, for a discount put on a subscription that already exists, in an email to your organisation's managers, and on the Plan and billing page. The date is the 1st of the month on which your fee goes back up. A discount that ends on 1 March comes off the payments before that date and not off the payment on 1 March. A discount with no end date carries on until we end it, as set out below.
• When a discount ends, your fee goes back to the fee calculated for your plan, from the date we gave you. That is not a change to the way fees are calculated, so it does not need your agreement. We email your organisation's managers at least 7 days before the first payment at the higher fee. The email gives the date, the new amount and how to cancel before it. If that email has not been sent at least 7 days before the date, the discount does not end on that date: it carries on, and your fee goes back up on a later 1st, at least 10 days after the day we noticed, once we have emailed you again.
• If we end a discount early, or end one that has no end date, we email your organisation's managers at least 30 days before your fee goes back up, and your fee goes back up only on the 1st of a month. If you agree in writing to a shorter time, the notice is at least 9 days. The date we give is never later than the date the discount already had.
• If you cancel your paid plan, a discount on it ends with the plan. If your organisation sets up a paid plan again, the discount does not come back, and it cannot use the same promotion code or offer a second time.
• A change to your plan, or a recalculation of your fee when your service grows, does not end a discount: see Changing your plan and When your service grows.
• These rules are for a paid plan set up in the service. If we agreed your plan with you in writing, any discount is what that agreement says.

Your organisation's billing owner sets up a paid plan from the Plan and billing page in HeraIQ, in these steps:

• Work out your price by answering the questions about your service. The service shows you the fee on each paid plan and how it was calculated.
• Choose Hera Essentials or Hera Plus.
• If you have a promotion code, enter it and choose to apply it. The service tells you whether the code can be used and, if it can, shows you the fee after the discount and the date the discount ends. If an offer has been made to your organisation, or to every organisation, the service shows it in the same way without a code.
• Tick the box to accept these terms and our refund and cancellation policy, confirm that you are authorised to agree them for your organisation, then choose to set up your plan.
• Enter your card details on Stripe's payment page and complete it.
• The Order is formed, and your paid plan starts, when Stripe confirms your payment to us. Until then you stay on Hera Free.

Before you set up your plan, you can change any of your answers: choose "Answer the questions again" and the service works out a new fee from your new answers. You can also choose the other paid plan. You can remove a promotion code you have entered, and enter a different one. You can correct your card details on Stripe's page before you submit them.

We keep a record of your Order and of the version of these terms that the billing owner who set it up accepted. The current version of these terms is always available at heraiq.io/terms, and the Plan and billing page shows your plan and your fee.

These terms and every Order are in English only.

• Your organisation's billing owner is the one person who can set up, change or cancel its paid plan, or pay an overdue amount. Your other managers can see your plan and your fee in HeraIQ, but cannot make those changes.
• When your organisation is created in HeraIQ, the manager who creates it becomes its billing owner. The Plan and billing page shows who your billing owner is.
• Your billing owner can pass the role to another of your organisation's managers in HeraIQ. If your billing owner cannot do that, for example because they have left, your organisation can ask us in writing to move the role to another of your managers, and we will do so within one working day of receiving the request.
• While they hold the role, your other managers cannot remove your billing owner from your organisation, suspend them or change their role in HeraIQ, and your billing owner cannot switch to a carer account while another of your managers could take the role. Once the role has passed to another manager, your managers can remove them in the usual way, as Your responsibilities asks when someone leaves.
• By setting up, changing or cancelling a paid plan, your billing owner confirms that they are authorised to do so for your organisation.

Your billing owner can change your paid plan from the Plan and billing page in HeraIQ, by updating the answers your fee was calculated from or by moving between Hera Essentials and Hera Plus, in these steps:

• Update your answers about your service, or choose the other paid plan. Your current answers are filled in for you.
• The service shows you your current fee and your new fee, how the new fee was calculated, and the date it starts.
• If a discount applies, both fees are shown before the discount, and the service says so.
• If these terms have changed since your organisation last accepted them, tick the box to accept the current version.
• Confirm the change. It is agreed, and your Order is updated, when the service tells you the change has been made.

Until you confirm, you can change any of your answers, or keep your plan and your fee as they are.

When a change starts

• Your new fee starts on the 1st of the month after you confirm the change.
• Anything the change adds, such as voice sessions when you move to Hera Plus or the allowances for a new kind of care, starts straight away. Anything it takes away stays until your new fee starts.
• We do not charge or refund part of a month for a change.
• If you make a change during your free month, the free month still ends on the date we gave you, and your first payment is at your new fee.
• A discount on your organisation stays on when you change your plan. It keeps its end date, and it comes off your new fee as the same percentage, from the date your new fee starts.

We keep a record of each change: your answers, the fee and how it was calculated, the date it starts, who confirmed it, and the version of these terms that applied.

If we agreed your plan with you in writing, your billing owner changes it by emailing hello@heraiq.io, and we agree the change with you in writing.

To move to Hera Free, cancel your paid plan, as set out in Ending the agreement.

Adding a kind of care or a branch

You pay for each kind of care and each branch you use. If your plan does not include a kind of care or a branch, your billing owner adds it to your plan first. It is charged from the 1st of the month after your billing owner confirms the change, and what it adds, such as the allowances for a new kind of care, starts straight away.

• Until your billing owner has added it, HeraIQ may refuse to add a person in a kind of care that your plan does not include, or a person with no kind of care when your plan includes more than one, or to open a branch beyond the number of branches you told us you operate.
• People already recorded in HeraIQ stay as they are. Changing a person's kind of care, or bringing an archived person back, is checked in the same way as adding them. Archiving a person and closing a branch are never refused.
• More people in a kind of care your plan already includes are not refused. They are covered by When your service grows.
• HeraIQ may refuse a change to your plan that removes a kind of care that people who are not archived still have, or that lowers the number of branches below the number you have open. Move or archive those people, or close those branches, first.
• This applies to a paid plan that your billing owner can change from the Plan and billing page. It does not apply to Hera Free or to a plan we agreed with you in writing.

Your fee is calculated from the number of people you told us you support. If your organisation is on a paid plan and more people are recorded in HeraIQ than your fee was calculated from, we may recalculate your fee from the number recorded, in this way:

• We count everyone with a record in HeraIQ that has not been archived, including records that are not yet finished. Hera Free's people limit counts in the same way.
• Extra people in a kind of care your plan already includes are covered here. A kind of care or a branch your plan does not include is added to your plan first: see Changing your plan.
• We add the extra people to the kinds of care you told us about, in proportion to the number of people you told us each one supports. Nothing else you told us changes, such as the number of staff, how intensive the care is or how many branches you operate.
• We use the same prices your current fee was calculated with. If the recalculated fee is not higher than your current fee, nothing changes.
• If a discount applies to your organisation, it stays on when your fee is recalculated: it keeps its end date, and it comes off your new fee as the same percentage. We compare the recalculated fee with your current fee before any discount, and the notice shows your new fee before and after the discount.
• We send you a notice by email giving the number of people we counted, the number your fee was calculated from, your new fee, how it was calculated, the date it would start, and how to cancel before that date.
• You then have 3 days from the date of the notice to update your service details, as set out in Changing your plan, or to tell us at hello@heraiq.io that the number is wrong. If you do either, we do not change your fee on that notice. If you tell us the number is wrong, a person at HeraIQ looks at it with you.
• If you do neither, your new fee starts on the first 1st of a month that is at least 7 days after the date of the notice, and from that date your Order shows your new fee.
• If you cancel your paid plan before that date, you pay nothing at the new fee. We never charge the new fee for any time before that date.
• We never lower your fee because fewer people are recorded. To lower it, update your service details.

Use of Hera may be limited by allowances for each organisation. The allowances that apply to your organisation are the ones set for it, they differ between plans, and we will tell you what they are if you ask. Each allowance is counted per day, per week or per calendar month, as set for your organisation, and the Plan and billing page in HeraIQ shows how each one is counted. Days, weeks and months all follow UK time. A day is a calendar day, and an allowance counted per day resets at midnight. A week is the last seven days, counted up to now: today and the six days before it. It has no reset day: what was used on a day counts for seven days and then stops counting. A calendar month starts on the 1st, and an allowance counted per month resets on the 1st. If your organisation moves to a different plan, an allowance counted per week or per calendar month counts only what was used from the day of the move. If your allowances are reduced because a payment is overdue, an allowance counted per week still counts what was used in the six days before the reduction. Allowances apply only to Hera chat, voice sessions, dictation and the documents Hera writes or reads for you, and there is no charge for reaching one.

• Each message sent to Hera counts as one turn against your organisation's chat allowance.
• Once that allowance is used, Hera may answer managers using a lighter AI model. At one and a half times the allowance, new Hera chat for managers pauses until the chat counted is below that again.
• Carers' Hera chat counts against the same allowance, and pauses for carers as soon as it is used up.
• Voice sessions and dictation are counted together, in minutes, separately from chat. Dictation pauses when your voice allowance is used up. Voice sessions pause when their own limit is reached, and some plans do not include them at all. New voice sessions also cannot start while managers' chat is paused.
• Each carer pre-visit briefing counts as one turn against the chat allowance, but the briefing itself is never paused.
• Asking Hera to write a care plan, risk assessment, policy, contract, set of audit questions, rota plan, care-hours recommendation or the pictures that go with a care plan counts against a separate document allowance, and pauses when it is used up. The quality checks on what Hera writes are the same on every plan.
• Asking Hera to read a new person's referral counts against that same document allowance. It counts once for that person for the day, however many files you upload for them, and a file we cannot read from is not counted at all.
• Everything in the service that does not use Hera, such as recording visits and safeguarding concerns, is unaffected by these allowances.

The service tells your users when an allowance has been reached.

You are the care provider, and responsibility for your service stays with you. You must:

• be registered with the CQC for the regulated activities you carry on, and keep that registration in place;
• meet your duties under regulation 17 of the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014, including keeping accurate, complete and contemporaneous records. HeraIQ helps you keep records; it does not take over that duty;
• have a lawful basis for the personal data you put into the service, including the extra conditions for health data and for criminal offence data such as DBS certificate details, and give your service users and staff the privacy information the law requires;
• carry out your own data protection impact assessment for your use of the service;
• make sure what you and your users record is accurate, and correct it when it is not;
• have a competent person review and approve Hera's drafts before you rely on them or adopt them;
• use HeraIQ for adult services only, and not create records about anyone under 18;
• give access only to people who need it, keep sign-in details secure, keep each account to one person, and remove access when someone leaves;
• tell us promptly at security@heraiq.io if you suspect someone has got into your account.

You are responsible for what your users do in the service.

Intended purpose

HeraIQ is an administrative and documentation tool for CQC-registered adult social care providers. It drafts care plans, risk assessment records, rotas and policies from information the provider records, for review and approval by the provider's staff.

It does not diagnose, predict, monitor or treat any condition. It is not a medical device, and it is not an emergency or alerting service. Do not rely on it to raise an alarm or to get urgent help for anyone.

Output is a draft

• Output is a draft for review by a competent person. It is not clinical, medical or legal advice.
• AI can be wrong, incomplete or out of date, even when it sounds confident. Check output against what you know about the person and the situation before you use it.
• Output you approve, adopt or act on becomes your decision and your record.
• Using HeraIQ does not guarantee any inspection outcome or rating.

Hera's AI processing is carried out by OpenAI, one of our sub-processors.

You and your users must follow the acceptable use schedule. If you find that a user is not following it, you must stop them. What we may do about a serious breach is set out in Suspension.

• You own your customer data. This agreement does not transfer it to us.
• We process customer data for you, as your processor. Our data processing agreement sets out how, and forms part of these terms.
• Some information is ours to look after as controller rather than yours: account details for managers and office staff, a carer's own account, profile and document cabinet, the records we keep to run and secure the service, and AI misuse flags. Our privacy notice explains how we handle it.
• Our sub-processors are listed in full, and our security page says what protects your data and what we do not yet have.

• HeraIQ and its licensors own the service, including its software, design and content. Your customer data is not part of that.
• While this agreement lasts, you and your users may use the service for your own care service. This right is not exclusive, and it cannot be transferred or sublicensed.
• You own your customer data and the output you adopt.
• You give us permission to host, copy and process your customer data only as needed to provide the service to you, and as the data processing agreement allows.
• We never use your customer data to train AI models. By default, OpenAI, our AI provider, does not use data sent through its API to train its models.
• We never use your content as examples, whether for Hera or for any other customer.

Each of us will keep the other's confidential information confidential, use it only for this agreement, and share it only with employees, advisers and sub-processors who need it and are bound to keep it confidential.

This does not apply to information that is public through no fault of the party receiving it, that the receiving party already had or developed independently, or that the law, a court or a regulator requires to be disclosed.

These duties continue after the agreement ends. Customer data is also protected by the data processing agreement.

• We work to keep HeraIQ available, but we do not offer a service level agreement or promise any level of uptime. Plan how your service would keep running if HeraIQ were unavailable.
• Where practicable, we tell you in advance about planned maintenance that will interrupt the service.
• The mobile app needs a mobile signal or an internet connection to work.
• Support is by email at hello@heraiq.io.

For non-payment

• We only suspend for non-payment after giving you at least 30 days' written notice.
• If the payment is still outstanding when that notice ends, we reduce your organisation's Hera allowances. Your users can still sign in and use your records, and you can still ask for a whole-organisation export under Exit and your data.
• We never suspend for non-payment automatically. A person at HeraIQ decides it, and while your organisation is suspended your users cannot sign in to HeraIQ.
• Suspension does not delete customer data, and while your organisation is suspended you can still ask us for a whole-organisation export under Exit and your data.

To stop serious harm

We may suspend a user's account, or your organisation's access, if a person at HeraIQ has reviewed the situation and suspension is necessary to stop a security threat, harm to people, or a serious breach of the acceptable use schedule. We will suspend no more than is needed. We will tell you why by email as soon as we can, restore access once the problem is dealt with, and look at the decision again if you ask us to.

• This agreement starts when it is accepted and continues until it is ended.
• Your billing owner can cancel a paid plan at any time from your plan and billing page in HeraIQ, or by emailing hello@heraiq.io. You keep your paid plan to the end of the month you have paid for, and then your organisation moves to Hera Free and keeps all of its records. Until then, your billing owner can keep the plan after all, and it carries on as before. Our refund and cancellation policy sets out the details.
• You can end this agreement altogether by emailing hello@heraiq.io.
• Either of us may end the agreement by written notice if the other commits a material breach and does not put it right within 30 days of being asked to in writing.
• You may end the agreement straight away by written notice if we become insolvent or stop carrying on business. We may do the same if you stop carrying on business, or if you become insolvent and the law allows us to end it.
• Ending the agreement does not affect rights either of us already has, or the parts of these terms meant to continue after it ends, such as confidentiality, liability and exit.

• When this agreement ends, you have 90 days to ask for an export of your customer data.
• There is no self-service export of your whole organisation's data yet. You can download individual generated documents as Word or PDF files, and we provide a whole-organisation export within 30 days of your written request to hello@heraiq.io.
• After the 90 days, we delete your customer data within 30 days. Copies can remain for a limited time in backups, which are deleted as they expire.
• Our data processing agreement sets out the details, including how to have your data deleted sooner and how to ask for the current backup retention periods.
• A carer's own HeraIQ account, profile and document cabinet are not your customer data, and are not deleted with it. Our privacy notice covers them.

What is never limited

Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that the law, including the Unfair Contract Terms Act 1977, does not allow to be limited or excluded.

Indirect loss

Subject to that, neither of us is liable to the other for indirect or consequential loss.

The cap

Subject to the above, each party's total liability arising out of or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, is limited to the greater of:

• the fees you paid under this agreement in the 12 months before the claim; and
• £5,000.

The cap does not apply to fees you owe us.

• You will indemnify us against third-party claims, and the losses and costs they cause, that arise because you gave us, or had us process, data you had no right to give us or to have processed.
• We will indemnify you against third-party claims that your use of the HeraIQ platform itself, in line with this agreement, infringes their intellectual property rights in the United Kingdom. This does not cover claims about your customer data, output, or anything combined with the platform that we did not provide.

A party asking to be indemnified must tell the other promptly, let the other conduct and settle the claim, and give reasonable help at the other's cost. The limits in Liability apply to these indemnities.

Neither of us is responsible for a delay or failure caused by events outside its reasonable control. The affected party must tell the other promptly and do what it reasonably can to limit the effect. If such an event stops one of us performing for more than 30 days, either of us may end the agreement by written notice. This does not excuse paying for service already provided. A failure by our own staff is not an event outside our control, and this clause does not reduce our responsibility for our sub-processors under the data processing agreement.

We may change these terms by giving you at least 30 days' notice by email. Each version carries a version number and date at the top of this page. If you do not agree to a change, you can end this agreement before it takes effect.

• Notices under this agreement are given by email.
• Notices to us go to hello@heraiq.io.
• An email asking us to set up, change or cancel a paid plan, or to end this agreement, must come from your billing owner.
• Notices to you go to the email addresses of your organisation's managers in HeraIQ.

You may not transfer this agreement without our written consent, which we will not unreasonably refuse. We may transfer it to a business that takes over all or most of HeraIQ's business, if we tell you in writing and your rights under it are not reduced.

We use the sub-processors on our list to provide the service, under the data processing agreement, and we remain responsible for them.

• Third parties: nobody other than you and us has any right to enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.
• Severance: if a court finds part of this agreement invalid or unenforceable, the rest stays in effect.
• Entire agreement: these terms, the acceptable use schedule, the refund and cancellation policy, the data processing agreement and any Order are the whole agreement between us about the service. Nothing in this clause limits liability for fraudulent misrepresentation.
• Conflicts: if documents conflict, they apply in this order: a written agreement signed by both of us that says expressly that it changes this agreement; the data processing agreement, on personal data; an Order, on your plan, billing period and fees; and these terms, on everything else.

This agreement, and any dispute about it, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

This schedule is part of the terms. It applies to you and to every user.

You and your users must not

• use HeraIQ for anything other than running your own adult social care service;
• create records about anyone under 18;
• put personal data into the service that you have no right to hold or to have processed;
• try to reach another organisation's data, or get around sign-in, permissions, confirmations or other security controls;
• try to make Hera ignore its instructions or safeguards, including by uploading documents written to manipulate it;
• use Hera for tasks unrelated to care management;
• share sign-in details, or let more than one person use an account;
• probe, scan or load-test the service, scrape it, copy it or reverse engineer it, except where the law allows this;
• upload malicious code, or anything unlawful or that infringes someone else's rights;
• resell the service, or run it for another organisation;
• use check-in location evidence or Hera's observations about staff to make decisions about people without a person reviewing them, or in ways you have not told your staff about.

If you think you have found a security problem, report it to security@heraiq.io as described on our security page. A good-faith report made that way is not a breach of this schedule.

How we look for misuse

• When Hera declines a request as outside care management, we keep up to 500 characters of the user's message, with the user's account, the organisation, the part of HeraIQ used, the AI model and a note that Hera declined it. We delete these records after 180 days.
• Some spoken requests are declined by the voice assistant itself and never reach our servers, so they are not kept.
• Only HeraIQ staff can see these records. They are not shown to your organisation.
• When HeraIQ staff review a record, we also keep their decision, who reviewed it, when, and any note they add.
• A record never changes anyone's access by itself. HeraIQ staff review them, and any suspension follows the rules in Suspension.