WhyCare CarePlan Writer - SaaS Agreement

Version 2026.09-v3. This Agreement is between Buildhope Digital Ltd trading as WhyCare ("WhyCare", "we", "us") and the Customer ("Customer", "you").

1. Service

WhyCare CarePlan Writer is an AI-assisted documentation tool that converts anonymised care information into draft person-centred care plans for professional review and transfer into the Customer's existing care-record system. It is not an electronic care-record system, medical device, emergency service or substitute for professional judgement.

WhyCare does not intentionally retain resident source text or generated care-plan content in its application database. The service is designed around a paste, anonymise, generate, review, copy and discard workflow.

2. Term

The initial term is 12 months from the Service Start Date shown on the Order Form. The Customer may cancel without further subscription liability during the first 14 days after the Service Start Date by giving written notice. After that grace period, the subscription is committed for the remainder of the initial term.

At the end of the initial term the Agreement automatically renews for successive 12-month terms unless either party gives at least 60 days' written notice before the end of the current term.

3. Fees and billing

The standard Care Home subscription is £75.00 per calendar month, or £810.00 per 12-month term when paid annually in advance, in each case plus VAT where applicable. The Order Form records the option selected.

The subscription includes 50 Generation Credits per calendar month. A successful care-plan generation or regeneration uses 0.1 Generation Credit per selected care-plan domain, capped at 1.0 Generation Credit for a single request concerning one person. A request for 10 or more domains therefore uses 1.0 credit. Gap Checks and failed generation requests do not consume Generation Credits. Information relating to more than one person must not be combined into a single generation. Unused Generation Credits do not roll over unless WhyCare agrees otherwise in writing.

When the monthly allowance is exceeded, additional Generation Credits are supplied in blocks of 25 for £10.00 per block plus VAT where applicable. Where the payment method supports it, the Customer authorises WhyCare to charge each additional block automatically; otherwise WhyCare may invoice it. A block is triggered when usage first exceeds the included allowance and again each time the next additional block is exceeded.

WhyCare intends to provide an in-product and/or email warning when approximately 10 included Generation Credits remain. Failure of a warning to arrive does not prevent valid overage charges where the usage records show that the allowance was exceeded.

4. Price changes

The subscription price is fixed during the initial term except where a material increase in third-party AI/API charges makes continued provision at the agreed price commercially unreasonable. In that exceptional case WhyCare may make a proportionate adjustment on at least 30 days' written notice. If an in-term increase exceeds 10% of the subscription price, the Customer may terminate before the increase takes effect without paying fees for the remaining part of the term after the termination date.

WhyCare may change pricing for a renewal term by giving at least 60 days' notice before the renewal date.

5. Accounts and authorised users

The Care Home package includes up to three authorised role-based login accounts, intended for roles such as Owner/Manager, Nurse and Senior Carer, for use by authorised staff working for the licensed care location stated on the Order Form. These included logins share the monthly Generation Credit allowance for that licensed care location; the allowance is not multiplied by the number of logins. The Customer must control access to credentials, restrict use to authorised staff, promptly change credentials when access should end, and notify WhyCare of suspected compromise.

A standard Care Home subscription covers one licensed care location only. Where the Customer operates more than one home or care location, each additional location requires its own subscription unless WhyCare has agreed a separate written multi-location arrangement. Login credentials, Generation Credits and account access must not be shared across unlicensed locations.

The Customer is responsible for activity carried out through its accounts except to the extent caused by WhyCare's breach or security failure. Accounts may not be provided to another organisation.

6. Customer responsibilities

• Use the service only for lawful adult social-care documentation purposes and in accordance with the Acceptable Use Policy.

• Use each generation request for one person only. The credit charge is based on the number of selected domains, capped at 1.0 credit for that person-generation. Do not combine information for different residents/service users in order to reduce credit usage.

• Minimise personal information before submission and use the built-in anonymisation/privacy review workflow.

• Ensure staff review every AI-assisted draft for accuracy, relevance, person-centred wording and clinical/care appropriateness before it is transferred into an official record.

• Do not rely on generated text for diagnosis, prescribing, treatment decisions, capacity determinations, emergency decisions or other decisions requiring professional assessment.

• Maintain the Customer's own official records, policies, risk assessments, MARs and clinical/care plans.

• Ensure it has an appropriate lawful basis and authority for any personal data processed through the service.

7. AI-assisted output

AI systems can make mistakes, omit relevant information or produce wording that requires adjustment. WhyCare provides drafting assistance only. Output is not guaranteed to be complete, clinically correct or suitable for use without professional review. The Customer remains responsible for the final care plan placed into its records and for decisions made in relation to a resident.

8. Support and training

Standard support is available by email and telephone during UK business hours, Monday to Friday excluding public holidays. Unless expressly agreed in writing, no guaranteed response or resolution time applies.

Optional training is available at £200 plus VAT where applicable for a three-hour session or £350 plus VAT where applicable for a six-hour package. Travel or additional training may be charged separately where agreed in advance.

9. Availability and changes

WhyCare will use reasonable efforts to keep the service available but does not provide a formal uptime SLA under the standard Care Home package. Availability may be affected by maintenance, hosting, internet connectivity, AI-provider availability and events outside WhyCare's reasonable control.

WhyCare may make reasonable changes to improve security, privacy, functionality, accessibility, AI quality or legal compliance, provided changes do not materially remove the core paid service during a committed term.

10. Intellectual property

WhyCare and its licensors retain all intellectual-property rights in the application, software, branding, prompts, workflows and documentation. The Customer retains its rights in information it provides. Subject to applicable third-party terms, the Customer may use, edit and place generated care-plan drafts into its own care records.

11. Confidentiality

Each party must keep the other party's confidential business information confidential and use it only for the Agreement. This does not apply to information that is public through no breach, already lawfully known, independently developed or required to be disclosed by law.

12. Data protection

The Data Processing Agreement forms part of this Agreement. For resident/service-user content processed to provide the service, the Customer normally acts as controller and WhyCare as processor. WhyCare acts as an independent controller for its own account, contract, billing, security and business-contact records.

13. Payment failure and suspension

If a payment remains unpaid for 7 days after it is due, WhyCare may suspend access after reasonable notice. Suspension does not remove amounts already due or the Customer's committed-term obligations. WhyCare may also suspend immediately where reasonably necessary to address illegal use, security risk, misuse, attempted circumvention, harm to the service or a material breach.

14. Termination

Either party may terminate for a material breach that is not remedied within 30 days after written notice where the breach can be remedied. WhyCare may terminate immediately for serious unlawful use, deliberate security abuse, fraud, insolvency or a breach that cannot reasonably be remedied.

If the Customer terminates for convenience after the 14-day grace period but before the end of a committed term, the subscription fees that would have been payable for the remainder of that term remain due, except where this Agreement expressly provides otherwise or WhyCare agrees otherwise in writing.

15. Effect of termination

Access ends on termination or expiry. WhyCare will deal with personal data in accordance with the Data Processing Agreement. Contract, billing, audit and business records may be retained where reasonably necessary for legal, tax, accounting, security or dispute-resolution purposes.

16. Liability

Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to the previous paragraph, each party's aggregate liability arising out of or in connection with the Agreement is limited to the subscription fees paid or payable by the Customer to WhyCare during the 12 months immediately preceding the event giving rise to the claim (or, if the Agreement has existed for less than 12 months, the fees paid or payable during that shorter period).

Subject to applicable law, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings or loss of goodwill. This clause is intended for B2B use and should be reviewed by the parties' legal advisers where required.

17. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it takes reasonable steps to reduce the effect. Payment obligations already accrued are not excused.

18. Notices

Contract notices may be sent to the email addresses shown on the Order Form or subsequently notified in writing. A cancellation/non-renewal notice should clearly identify the Customer and agreement reference.

19. General

The Order Form and incorporated documents form the entire agreement about the service and replace prior discussions on the same subject. If there is a conflict, the Order Form prevails for commercial particulars, then the Data Processing Agreement for data-protection matters, then this SaaS Agreement, then the schedules/policies.

Neither party may assign the Agreement without the other party's consent, not to be unreasonably withheld, except that WhyCare may assign it as part of a genuine business transfer or corporate reorganisation. No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999.

20. Governing law

This Agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.