CareAH Agency Platform Agreement

1. Definitions

In this Agreement the following definitions apply:

• “Platform” means the CareAH website, software, and services available at careah.co.uk.
• “Agency” means the CQC-registered home care provider entering into this Agreement.
• “Family” means any individual or family using the Platform to find home care services.
• “Care Request” means a request submitted by a Family for home care services.
• “Booking” means a confirmed arrangement between a Family and an Agency facilitated through the Platform.
• “Delivered Hours” means care hours that have been completed, GPS clock-in verified, and confirmed on the Platform.
• “Subscription Fee” means the monthly or annual fee payable by the Agency for access to the Platform.
• “Commission” means the fee payable to CareAH as a percentage of revenue from Delivered Hours.

2. Platform Services

2.1 What CareAH Provides

CareAH provides the Agency with access to the Platform including:

• A public-facing agency profile page built from the Agency’s CQC registration data
• A family-facing marketplace to receive Care Requests from families in the Agency’s area
• A bid and booking management system
• Staff HR management tools including DBS tracking and document storage
• Rota and timesheet management
• GPS clock-in and Electronic Call Monitoring (ECM) tools
• CQC compliance tracking tools
• Stripe-powered payment processing

2.2 Platform as Marketplace

CareAH is a technology platform and marketplace only. CareAH does not employ, supply, or direct carers. CareAH is not a care provider and is not responsible for the quality, safety, or delivery of care services provided by the Agency to any Family.

3. Agency Obligations

3.1 Eligibility

To use the Platform the Agency must at all times:

• Hold and maintain a valid registration with the Care Quality Commission (CQC)
• Hold adequate public liability and professional indemnity insurance
• Ensure all employed carers hold a valid DBS (Disclosure and Barring Service) check
• Comply with all applicable UK employment law, health and safety regulations, and CQC standards
• Not have a current CQC rating of Inadequate

3.2 Accurate Information

The Agency must ensure that all information provided on the Platform is accurate, complete, and kept up to date. This includes but is not limited to: services offered, pricing, geographic coverage, staff qualifications, and availability.

3.3 Conduct

The Agency must not:

• Contact Families through any channel other than the Platform for bookings originating from a Care Request
• Provide false reviews or attempt to manipulate the review or rating system
• Use the Platform for any unlawful purpose
• Share login credentials with individuals outside the Agency’s authorised staff

4. Fees and Payment

4.1 Subscription Fee

The Agency shall pay the Subscription Fee corresponding to the plan selected at the time of registration. Subscription fees are payable monthly or annually in advance via Stripe. Current pricing is displayed at careah.co.uk/for-agencies and may be updated with 30 days’ written notice.

4.2 Commission

CareAH charges a commission of 10% (ten percent) on the value of all Delivered Hours fulfilled through bookings originating from the Platform. Commission is calculated on the net amount charged to the Family and is deducted automatically via Stripe Connect at the point of payment.

4.2.1 Individually agreed rates

CareAH may agree a different commission rate with an individual Agency. Any such variation is only effective where confirmed by CareAH in writing (including within the Agency’s CareAH account). Where no such variation has been confirmed, the standard rate in clause 4.2 applies.

4.3 Payment Processing

All payments are processed via Stripe. The Agency must maintain a valid Stripe Connect account linked to the Platform. CareAH is not responsible for delays caused by banking or payment processing systems.

4.4 Disputed Payments

Any disputes relating to payments must be raised with CareAH in writing within 14 days of the relevant transaction. CareAH will investigate and respond within 10 business days.

4.5 Invoice Collection (Agency Authorisation)

Where the Agency uses the Platform to generate and send an invoice to a Family, the Agency authorises IIT Software Limited (trading as CareAH) to collect payment from the Family on the Agency’s behalf, as the Agency’s agent. CareAH will collect the gross invoice amount through Stripe, retain the 10% Commission described in clause 4.2, and remit the remaining 90% to the Agency.

Where the Agency holds a verified Stripe Connect account linked to the Platform, the 90% share is transferred to that account automatically on cleared funds. Where the Agency does not yet hold a verified Stripe Connect account, CareAH will hold the Agency’s share separately and pay it to the Agency by bank transfer within 5 business days of the Agency’s Stripe Connect onboarding being completed.

The Agency remains contractually responsible for the underlying care services and for any refunds, disputes, or queries the Family raises in relation to those services. CareAH’s role is limited to invoicing and collection.

5. Intellectual Property

The Platform, its software, design, and content remain the exclusive property of IIT Software Limited. The Agency is granted a limited, non-exclusive, non-transferable licence to use the Platform for the duration of this Agreement. The Agency must not copy, reproduce, or reverse-engineer any part of the Platform.

Agency data uploaded to the Platform (staff records, rotas, timesheets etc.) remains the property of the Agency. CareAH may use anonymised and aggregated data for platform improvement and reporting purposes.

6. Data Protection

6.1 GDPR Compliance

Both parties shall comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. CareAH processes personal data as set out in its Privacy Policy available at careah.co.uk/privacy.

6.2 Data Processing

Where CareAH processes personal data on behalf of the Agency (for example staff records or client information stored on the Platform), CareAH acts as a data processor and the Agency acts as the data controller. The Agency is responsible for ensuring it has a lawful basis for sharing personal data with CareAH.

6.3 Data Security

CareAH maintains appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or disclosure.

7. Suspension and Termination

7.1 Termination by Either Party

Either party may terminate this Agreement by giving 30 days’ written notice to the other party. Termination does not affect any outstanding payment obligations.

7.2 Immediate Suspension by CareAH

CareAH may immediately suspend or terminate the Agency’s access to the Platform without notice if:

• The Agency’s CQC registration is suspended, cancelled, or rated Inadequate
• The Agency is found to have provided false or misleading information
• The Agency is in material breach of this Agreement and has failed to remedy the breach within 7 days of written notice
• CareAH reasonably believes continued access poses a risk to Families or to the integrity of the Platform

7.3 Effect of Termination

On termination the Agency’s access to the Platform will be revoked. CareAH will retain data as required by law. Outstanding commission and subscription fees remain payable. Active bookings in progress at the point of termination must be completed or transitioned appropriately.

8. Liability

8.1 Limitation of Liability

To the maximum extent permitted by law, CareAH’s total liability to the Agency under or in connection with this Agreement shall not exceed the total Subscription Fees paid by the Agency in the three months preceding the claim.

8.2 Exclusions

CareAH shall not be liable for:

• The quality, safety, or outcome of any care services delivered by the Agency
• Loss of revenue, profit, or business opportunity arising from Platform downtime or unavailability
• Any indirect, consequential, or special losses

8.3 Indemnity

The Agency shall indemnify and hold harmless IIT Software Limited from any claims, losses, or damages arising from the Agency’s delivery of care services, breach of this Agreement, or violation of any applicable law or regulation.

9. General

9.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of England and Wales. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

9.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, representations, and understandings.

9.3 Amendments

CareAH may update the terms of this Agreement from time to time. The Agency will be notified of material changes with at least 30 days’ written notice. Continued use of the Platform after that date constitutes acceptance of the updated terms.

9.4 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.5 Notices

Notices under this Agreement shall be sent by email or, where required by law, by post. Notices to CareAH should be sent to hello@careah.co.uk or by post to IIT Software Limited, Level 18, 40 Bank Street, Canary Wharf, London, E14 5NR, United Kingdom. Notices to the Agency will be sent to the email and postal address registered on the Platform.