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.

• "Account owner": the person who accepted these terms for your organisation, or another person you name to us in writing.
• "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 written agreement of a paid plan, setting out the plan, the billing period and the fees.
• "Active service user": a person with at least one visit in the calendar month that has a check-in recorded by a carer.

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 end your subscription before then.

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

• Your first month is complimentary. We do not ask for a card, and we never charge for the trial.
• A trial never turns into a paid plan by itself. A paid plan starts only when you and we agree one in writing, in an Order.
• The rest of these terms, including the data processing agreement, apply during the trial.
• If no paid plan is agreed, we will talk to you before your access ends. When it ends, the rules in Exit and your data apply.

Billing is not yet live in the service, and we do not take payment through HeraIQ. Paid plans are charged by invoice under an Order.

Our plans

• Assured: £6 per active service user per month, with a minimum of £150 per month.
• Group: £900 per month covering 200 active service users, plus £4.50 per month for each active service user above 200.
• Annual billing on either plan: you pay for 10 months and get 12.

Your Order sets out which plan you are on, your billing period and your fees.

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.

Invoices and late payment

We invoice in advance for each billing period. Invoices are payable within 30 days of the invoice date.

If an invoice is paid late, the Late Payment of Commercial Debts (Interest) Act 1998 applies, including statutory interest and fixed compensation. We only suspend the service for non-payment as set out in Suspension.

Use of Hera may be limited by daily allowances for each organisation. The allowances that apply to your organisation are the ones set for it, and we will tell you what they are if you ask. The day follows UK time, so allowances reset at midnight. Allowances apply only to Hera chat, voice sessions and dictation, and there is no charge for reaching one.

• Each message sent to Hera counts as one turn against your organisation's daily 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 midnight.
• Carers' Hera chat counts against the same allowance, and pauses for carers as soon as it is used up.
• Voice sessions and dictation count against a separate daily voice allowance, and pause when it is used up. New voice sessions also cannot start once managers' chat has paused for the day.
• Each carer pre-visit briefing counts as one turn against the chat allowance, but the briefing itself is never paused.
• Everything in the service that does not use Hera chat or voice, such as recording visits and safeguarding concerns, is unaffected.

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 your subscription 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.
• When that notice ends, we will not suspend your account outright. We will first give you a period of read-only access, so your users can still see records and you can ask for a whole-organisation export under Exit and your data.
• Suspension does not delete customer 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.
• You can end your subscription at any time by telling us in writing. On a monthly plan you keep access to the end of the month you have paid for. Annual plans are covered by our refund and cancellation policy.
• 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 your subscription 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 long backups are kept and how to have your data deleted sooner.
• 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 your subscription before it takes effect.

• Notices under this agreement are given by email.
• Notices to us go to hello@heraiq.io.
• Notices to you go to your account owner's email address.

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.