Terms of Service

3.1 Eligibility and accurate information

The Service is intended for businesses, regulated care providers and professional users only.

By registering, the Client warrants that it is legally able to enter into this Agreement and that all information provided, including company details, billing contact, role, sector, number of Authorised Users and operational scope, is true, accurate, complete and not misleading.

The Client must keep this information up to date, and must notify Aim in writing of any material change.

Aim may refuse, suspend or terminate any account where, in Aim’s reasonable opinion, information provided is false, incomplete or misleading.

3.2 Business use only

The Client confirms that it is entering into this Agreement wholly or mainly for the purposes of its trade, business, craft or profession, and not as a consumer.

The Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to this Agreement.

3.3 Monthly billing (12-month minimum term)

• The Subscription has a minimum term of 12 months from the subscription start date, billed monthly in advance.
• 90 days’ written notice is required to cancel, submitted in accordance with Section 12.
• Notice may be served at any time during the minimum term, but a cancellation cannot take effect before the end of that 12-month minimum term.
• Worked example: a subscription starting 1 January 2027 has a minimum term ending 31 December 2027. Notice served on or before 2 October 2027 ends the Subscription on 31 December 2027. Notice served on 1 November 2027 ends the Subscription on 31 January 2028, and the Client is charged for January 2028.
• After the minimum term, the Subscription continues on a rolling monthly basis until valid 90 days’ written notice takes effect.
• Charges continue in full during the notice period, and access remains available until the notice period ends.

3.4 Annual billing (12-month term, paid upfront)

• The Subscription has a term of 12 months, paid upfront.
• After the cooling-off period in Section 3.5, the plan is non-refundable and non-cancellable until the end of the term.
• 90 days’ written notice is required before the end of the term to prevent automatic renewal. See Section 8.

3.5 Cooling-off periods

Cooling-off applies once only, at the start of the first subscription term. It does not reset on renewal, on an upgrade, on a plan change, or at the start of any subsequent Billing Month.

• Monthly Plans: the Client may cancel within 14 calendar days of the initial payment date and receive a refund of the initial monthly payment.
• Annual Plans: the Client may cancel within 30 calendar days of the initial payment date and receive a refund of the amounts paid for the Subscription.
• Migration Services and any other one-off professional services fees are excluded from all cooling-off refunds and are non-refundable in accordance with Section 19.
• Cancellation during a cooling-off period must be submitted in accordance with Section 12.
• Where Migration Services have commenced, the Migration Services fee remains payable in full even if the Subscription is cancelled within the cooling-off period.

3.6 Bespoke commercial agreements

Where the Client enters into a separate Client Services Agreement, Order Form or similar written commercial contract with Aim, the commercial terms of that document, including term length, payment frequency and pricing, take precedence over Sections 3.3, 3.4 and 3.5.

The remainder of these Terms continues to apply in full.

3.7 Order of precedence

Where there is a conflict, the following order applies:

1. a signed Client Services Agreement or Order Form;
2. the DPA, in respect of personal data;
3. these Terms.

4.1 Minimum Seats

All Subscriptions are subject to a minimum of 10 Full Seats.

The Client is charged for a minimum of 10 Full Seats in every Billing Month, at the applicable Full Seat rate, regardless of how many Authorised Users the Client actually has.

Bank Seats do not count towards the 10 Full Seat minimum.

4.2 Baseline Seats

At the subscription start date, Aim records the number of Full Seats on the Client’s account. This is the Baseline Seat count.

The Baseline Seat count is the greater of:

• the number of Full Seats confirmed by the Client at sign-up or on the Order Form; and
• 10.

The Client is charged for no fewer than its Baseline Seats in any Billing Month for the remainder of the Agreement, unless a decrease is approved under Section 4.4.

4.3 Automatic increases

Charges are calculated on the exact number of Seats on the Client’s account in each Billing Month.

Where the number of Full Seats exceeds the Baseline Seat count, the additional Full Seats are charged automatically from the next Billing Month, at the applicable published rate, with no tolerance, allowance or free margin.

An increase in Seats permanently resets the Baseline Seat count to the higher number, unless a decrease is subsequently approved under Section 4.4.

There is no automatic reduction in charges if Seats are removed.

4.4 Decreases require written approval

Seat reductions are not automatic and are not applied by removing or deactivating users in the Service.

Where the Client’s Seat requirement has decreased on a permanent basis, the Client must:

• submit a written request to care@weaim.io;
• state the new Seat count requested and the reason for the reduction; and
• confirm that the reduction is permanent and not seasonal, temporary or related to a short-term drop in service hours.

Aim will review the request and respond in writing within 10 business days.

Approval is at Aim’s discretion. Where a reduction is approved:

• it takes effect from the start of the next Billing Month following approval;
• it may not reduce the Seat count below 10 Full Seats; and
• the Baseline Seat count is reset to the approved lower figure.

No retrospective adjustment, refund or credit is given for Billing Months already invoiced or paid.

4.5 Bank Seats

Bank Seats are available for bank, relief, casual, agency and other temporary workers who are set up on the Service but who may or may not be used in any given week.

• Bank Seats are charged at Aim’s published Bank Seat rate, currently £5 per Bank Seat per Billing Month, plus VAT, as published on the Aim pricing page and on the applicable Order Form.
• The Bank Seat rate is a discounted promotional rate offered at Aim’s discretion. It is reviewable at each renewal and may be varied in accordance with Section 5.
• Bank Seats are charged for every Billing Month in which the Seat exists on the Service, whether or not the Authorised User logs in, is rostered, or delivers any care in that month.
• Bank Seats do not count towards the 10 Full Seat minimum in Section 4.1.
• Bank Seats do not count towards the Baseline Seat count in Section 4.2.
• Aim determines, acting reasonably, whether a Seat qualifies as a Bank Seat.

4.6 Reclassification of Bank Seats

Bank Seats exist to support genuine temporary and relief working patterns. They are not an alternative rate for regular staff.

Aim may reclassify a Bank Seat as a Full Seat, acting reasonably, where an Authorised User is used in practice in the manner of a permanent, contracted or regular worker. Indicators include, but are not limited to:

• the Authorised User is rostered in a majority of weeks over a rolling 3-month period;
• the Authorised User’s activity on the Service is comparable to that of the Client’s Full Seat users; or
• the Authorised User holds an administrative, coordination, management or office-based role.

Where Aim reclassifies a Seat:

• Aim will notify the Client in writing, with the basis for the decision;
• the Seat is charged at the Client’s applicable Full Seat rate for its product and plan from the next Billing Month; and
• the Client may respond in writing within 10 business days with evidence of the worker’s actual pattern of engagement, which Aim will consider before the change takes effect.

Where Aim reasonably determines that the Client has deliberately misclassified Full Seat users as Bank Seats, Aim may recover the difference in fees for the period of misclassification, for a maximum of the preceding 6 Billing Months.

4.7 Seat sharing

Each Seat is personal to one named Authorised User.

Seats must not be shared, pooled, rotated between individuals, or used under generic or shared logins.

Where Aim reasonably determines that a Seat has been shared, Aim may charge for the additional Seats that should have been licensed, for the period of the sharing, for a maximum of the preceding 6 Billing Months, and may suspend the affected accounts.

The Client’s agreed price remains fixed for the current contract term, subject to the Seat rules in Section 4.

Pricing may be adjusted on renewal, or during a term where the Client:

• adds Seats, staff, locations or modules;
• requests custom features, integrations, migrations, data work or professional services; or
• materially changes the scope, volume or nature of its use.

Any pricing adjustment outside these triggers will be communicated in writing at least 30 days before taking effect.

Aim may also pass through, with 30 days’ written notice, any third-party cost increases, including hosting, AI inference, SMS, telephony and payment processing.

5.1 Renewal uplift

Aim may apply an uplift to the Client’s rates at the start of each renewal term.

Aim will notify the Client of the new rates in writing at least 30 days before the renewal date. Continued use of the Service after the renewal date constitutes acceptance of the new rates.

Where Aim has expressly agreed in writing to waive or fix an uplift for a particular Client, Aim will confirm that directly to that Client. In the absence of a written waiver from Aim, the published rates apply on renewal.

5.2 Published rates

Published rates, including the Full Seat rate, premium rates and the Bank Seat rate, are set out on the Aim pricing page and on the applicable Order Form.

Changes to published rates do not take effect for an existing Client during a current contract term, except as permitted by this Section 5.

6.1 Payment authorisation

By submitting a payment through Aim’s checkout, including card payments processed via Stripe, the Client authorises Aim to store the provided payment method and charge it for recurring subscription fees in line with the selected plan.

This constitutes ongoing consent for recurring charges until the Subscription is validly cancelled under Section 12.

6.2 Direct Debit

Aim does not operate Direct Debit by default. Direct Debit is enabled only where expressly approved by Aim in writing.

6.3 Invoices and taxes

All fees are exclusive of VAT and any other applicable taxes, duties or withholdings, which will be added at the prevailing rate.

Invoices are due on the date stated on the invoice or, where no date is stated, on the date of issue.

The Client must keep a valid payment method on file at all times during the term.

6.4 Payment records and billing queries

Records held by Aim’s payment processor, including Stripe logs, are strong evidence of payment authorisation, billing frequency, amounts charged and transaction status.

The Client may challenge a charge by producing evidence to the contrary.

Any billing query must be raised in writing to care@weaim.io within 60 days of the invoice or charge date. After that period, the charge is treated as accepted, except in the case of manifest error or fraud.

Charges processed in accordance with these Terms and the payment provider’s records remain valid and payable pending the outcome of any query.

7.1 General position

Aim does not issue cash refunds outside the cooling-off periods in Section 3.5.

Where Aim agrees to provide a remedy as a matter of goodwill, that remedy is provided as an account credit, not as a refund.

7.2 Monthly charges are non-refundable

Once a monthly subscription payment has been processed, it is non-refundable.

The payment covers access to the Service for that Billing Month and is deemed fully earned once the Billing Month has begun.

This does not affect the cooling-off refund in Section 3.5, which applies only to the initial payment.

7.3 Account credits

Where the Client believes a credit is due, it must submit a written request to care@weaim.io setting out the reason and the period concerned.

Credits are only valid where expressly approved in writing by an Aim director or an authorised member of Aim’s admin or support team. No verbal, WhatsApp, SMS or social media approval is valid.

Approved credits:

• are applied against future invoices only;
• have no cash value and are not exchangeable for money;
• are not transferable to another organisation, account or person;
• do not reduce, offset or shorten the minimum term or any notice period;
• do not extend the Subscription; and
• expire and are forfeited on termination or expiry of the Agreement, however caused.

7.4 No usage-based remedies

No refund or credit will be issued due to:

• lack of usage, partial usage or non-adoption of the Service;
• onboarding, migration or training delays caused by the Client;
• internal operational issues at the Client;
• staff changes, staff turnover or reduced staffing levels;
• loss of individual care packages, local authority contracts or private clients;
• the Client’s own decision to continue running a legacy system in parallel; or
• dissatisfaction where the Service remains available and substantially as described.

7.5 Non-refundable items

The following are non-refundable in all circumstances, including during a cooling-off period, once work has commenced:

• Migration Services fees;
• onboarding, configuration, induction and training fees;
• bespoke development, integration and data work fees;
• policy and procedure document packs, once delivered or made available; and
• any third-party pass-through costs already incurred by Aim.

Aim is committed to a safe, respectful and professional working relationship with its clients and to protecting the welfare of its staff, contractors and wider user community.

Aim may, at its discretion and without refund, suspend or terminate the Agreement, restrict access to the Service and cease the provision of support where the Client, any Authorised User, or anyone acting on the Client’s behalf:

• engages in abusive, aggressive, threatening, harassing, bullying, discriminatory, sexually inappropriate or otherwise hostile conduct towards Aim’s directors, employees, contractors, agents, users or community;
• makes knowingly false or maliciously misleading statements about Aim, its products, its personnel or its other clients;
• repeatedly engages in unreasonable or disruptive behaviour that materially interferes with Aim’s ability to provide the Service in a professional manner;
• makes a threat of reputational harm, a public campaign, or a bad-faith payment dispute, as a means of extracting a commercial concession to which the Client is not contractually entitled; or
• commits a material breach of this Agreement.

10.1 Protected activity carve-out

Nothing in this Section 10, or anywhere else in this Agreement, prevents, restricts, penalises or is a ground for termination where the Client, an Authorised User or any individual:

• raises a genuine concern, complaint or report with the Care Quality Commission, the Information Commissioner’s Office, a local authority, an integrated care board, the police, or any other regulator, commissioner or public body;
• makes a protected disclosure within the meaning of the Employment Rights Act 1996;
• reports a safeguarding, patient safety or data protection concern;
• exercises or asserts a legal right in good faith, including issuing a letter before action or commencing proceedings; or
• provides truthful information in response to a regulatory, statutory or judicial request.

Aim will not treat any of the above as abusive conduct, as a threat, or as a breach of this Agreement, and will not restrict access to the Service on those grounds.

10.2 Process

Where Aim exercises its rights under this Section 10, it will provide written notice to the Client setting out the basis for the action.

Where the conduct is capable of being remedied, Aim will give the Client a reasonable opportunity to remedy it, of not less than 10 business days, before terminating, except where the conduct involves an immediate risk to safety, security or data.

No refunds or credits are due for unused periods where termination is for cause under this Section.

13.1 Aim IP

Aim and its licensors own all right, title and interest in and to the Service, including all source code, object code, algorithms, machine learning models, prompts, system designs, database structures, user interfaces, workflows, screens, wireframes, documentation, brand assets including the Aim name, logo, colour system and typography, methodologies, training materials, templates and demonstration environments (“Aim IP”).

All rights not expressly granted to the Client are reserved.

13.2 Licence to the Client

Subject to the Client’s compliance with this Agreement and payment of all fees, Aim grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the term, solely for the Client’s internal business operations, limited to the number of Seats paid for.

13.3 Restrictions

Except to the extent permitted by mandatory law, the Client must not, and must not permit any third party to:

• copy, clone, replicate, reproduce, translate or adapt any part of the Service, its interfaces, workflows, data models, screens or content, whether in whole or in substantial part;
• decompile, disassemble, reverse engineer, derive, or attempt to discover the source code, underlying ideas, algorithms, model weights, prompts, file structures, or trade secrets of the Service;
• create, or assist in the creation of, any product, feature, service, framework, template or document pack that is substantially similar to the Service, or that is derived from Aim’s Confidential Information;
• remove, obscure, alter or fail to reproduce any copyright, trade mark, or other proprietary notice on the Service or Aim materials;
• use Aim’s name, brand, logos, screenshots, demo recordings or Confidential Information in marketing, fundraising, investor materials, press, social media, comparative advertising or training materials without prior written consent; or
• use any output of the Service, including generated care plans, templates, documents or data extracts, to train, fine-tune or benchmark a competing AI system or competing software product.

13.4 Client data

The Client retains ownership of the data it uploads to the Service.

The Client grants Aim a worldwide, royalty-free licence to process, store, transmit and display that data to the extent necessary to provide the Service, support the Client, comply with law, and protect the security and integrity of the platform.

Aim may use anonymised and aggregated data, which cannot reasonably be linked back to the Client or any individual, to improve the Service, develop new features and produce analytics.

13.5 Feedback

Any suggestions, ideas, feedback, enhancement requests or recommendations provided by the Client in relation to the Service (“Feedback”) may be used by Aim without restriction and without obligation of any kind. The Client assigns to Aim all right, title and interest in any Feedback.

17.1 Nature of AI output

The Service includes AI Features that generate drafts, summaries, suggestions, classifications, transcriptions and other output.

AI output is generated automatically. It may be incomplete, inaccurate, out of date, or unsuitable for a particular individual or situation.

AI output is provided as a working draft and a decision support aid only. It is not medical advice, clinical advice, legal advice, regulatory advice, or employment advice.

17.2 Mandatory human review

The Client must ensure that all AI output is reviewed, verified and approved by a suitably qualified and competent person before it is:

• used in the delivery of care;
• relied upon for any clinical, medication, risk or safeguarding decision;
• entered into a care plan, risk assessment or care record as a final record;
• submitted to a regulator, commissioner, local authority or insurer; or
• used in any employment, disciplinary or performance decision.

The Client remains the decision-maker at all times. Aim is not responsible for any decision made by the Client, or any outcome, arising from unreviewed or unverified AI output.

17.3 AI sub-processors

Aim uses third-party AI providers to deliver AI Features.

Those providers act as sub-processors and are listed in the DPA. Aim maintains written data processing terms with each of them covering confidentiality, security and permitted use.

Aim does not permit its AI providers to use Client personal data to train their general foundation models.

17.4 Client responsibilities

The Client must not input into AI Features any data that it is not lawfully permitted to process, or that it is contractually prohibited from disclosing.

The Client must ensure its own AI usage policies, staff training and record-keeping meet the standards expected by the Care Quality Commission or equivalent body.

18.1 Template source

Policies and procedures may be prepared by independent contractors.

18.2 No Aim liability

Aim does not warrant the accuracy, completeness or suitability of third-party or contractor-provided documents and is not liable for their content, to the maximum extent permitted by law.

18.3 Client responsibility

Templates are editable by design. The Client is solely responsible for reviewing, editing, and ensuring documents meet its operational needs and all applicable laws and regulatory standards, including CQC or equivalent.

18.4 No legal advice

Documents are templates only and do not constitute legal advice. The Client should seek advice from a qualified professional before implementation.

19.1 Scope

Where the Client purchases Migration Services, Aim will migrate the Client’s data from its existing system in accordance with the scope confirmed in writing with the Client before work begins.

This Section 19 applies where the Client has purchased Migration Services, and to any onboarding, induction, configuration or training sessions arranged by Aim for the Client, whether or not those sessions are charged for separately.

The confirmed written scope prevails over any general description on the website or in marketing materials.

19.2 One-time fee

Migration Services are charged separately from the Subscription, at the fee stated at checkout or on the applicable Order Form.

Migration Services fees are non-refundable once work has commenced, including where the Subscription is cancelled within a cooling-off period under Section 3.5.

19.3 Client project lead

The Client must nominate a named project lead with authority to make decisions, provide access and sign off milestones, and must notify Aim in writing of any change to that person.

19.4 Mandatory attendance

Migration, onboarding and go-live involve scheduled sessions, including kick-off calls, data review calls, configuration sessions, induction sessions, training sessions and go-live readiness reviews (“Scheduled Sessions”).

Attendance at Scheduled Sessions by the project lead, or a suitably authorised delegate, is a contractual obligation of the Client and is mandatory.

Aim allocates staff, systems and capacity to each Scheduled Session in advance.

• Scheduled Sessions are agreed with the Client in advance.
• Where the Client needs to move a Scheduled Session, it must tell Aim beforehand, either in the shared WhatsApp project group or by email to care@weaim.io. There is no fixed minimum notice period, but the Client must give Aim as much notice as it reasonably can.
• A Scheduled Session moved with advance notice is not a missed session.
• A Scheduled Session is treated as missed where no attendee from the Client joins at any point during the scheduled time, and no advance notice was given.

19.5 Consequences of missed sessions

Aim does not charge the Client a fee for a missed Scheduled Session.

Where a Scheduled Session is missed:

• the migration, onboarding and training timeline is paused, and Aim is not in breach of any target date or turnaround for the period of the delay;
• Aim will offer further opportunities to reschedule, in writing; and
• where the Client repeatedly does not attend and does not re-engage within 30 days of Aim’s final written reminder, Aim may pause or close the migration project and treat the Migration Services as delivered to the extent completed. Section 19.2 continues to apply to the fee.

The Client’s non-attendance at, or non-engagement with, Scheduled Sessions is not evidence that the Service is defective, unsuitable or not working for the Client, and the Client may not rely on it as such.

Non-attendance is not a ground for any refund, credit, fee reduction, early cancellation, or for withholding or delaying payment.

Subscription fees continue to be charged in full throughout, and the minimum term and notice period are unaffected.

19.6 Timelines are targets

Any stated turnaround, including any indicative period such as a 14-day migration, is a good-faith target and not a guarantee.

Delivery depends on timely Client cooperation, attendance at Scheduled Sessions, the provision of the necessary access and credentials, and on what the Client’s existing provider permits to be exported.

19.7 Third-party export limitations

The completeness of migrated data, including historical records, depends on the source system and on what that system allows to be exported.

Aim is not liable for data that cannot be migrated, or for delays, where this results from the incumbent provider’s restrictions, formats, access limitations or delays, or from incomplete or inaccurate source data provided by the Client.

19.8 Readiness and non-adoption

Aim will confirm in writing when the Client’s account is configured, populated and ready for operational use (“Readiness Confirmation”).

From the date of Readiness Confirmation, the Service is treated as delivered and available to the Client, whether or not the Client begins using it.

The Client’s failure or refusal to begin using the Service, once the Readiness Confirmation has been issued, is not:

• a failure or breach by Aim;
• a ground for any refund, credit or fee reduction;
• a ground for early cancellation or for suspending payment; or
• a ground for shortening the minimum term or any notice period.

The Client is expected to make genuine and sustained use of the Service. Where the Client no longer wishes to continue, its only route is to serve valid notice under Sections 3 and 12 and to pay the fees due for the minimum term and the notice period.

Where Aim has expressly agreed in writing, including by email, that a particular Client may run on a rolling monthly arrangement without the 12-month minimum term, the 90-day written notice requirement still applies in full, and the Client remains liable for all fees falling due during that notice period.

19.8.1 Disputing a Readiness Confirmation

Where the Client disputes a Readiness Confirmation, it must, within 10 business days of the Readiness Confirmation, submit to care@weaim.io a single written report in PDF format setting out:

• each specific function, record set, configuration or data item that the Client says is not ready or not working;
• screenshots taken from within the Service showing the issue;
• the navigation path or location within the Service where each issue can be found; and
• where the issue concerns migrated data, the corresponding evidence from the source system so that Aim can compare the two.

General statements that the Service is “not ready”, “not working” or “not suitable”, without the detail above, are not a valid dispute.

Aim will review a valid dispute and respond in writing within 1 working week of receipt. Aim will investigate and remedy any genuine deficiency at its own cost.

Where the Client does not submit a valid dispute within 10 business days, the Readiness Confirmation is treated as accepted.

19.9 Aim’s commitments

To support the Client fairly, Aim commits that it will:

• confirm the migration scope in writing before work begins;
• provide a written schedule of Scheduled Sessions in advance;
• provide written summaries and any agreed materials after each Scheduled Session;
• issue a written Readiness Confirmation setting out what has been configured;
• provide induction and training as set out in the Order Form; and
• make reasonable written attempts to re-engage a non-responsive Client before closing a migration project under Section 19.5.

19.10 No outcome guarantee

Migration Services are subject to Section 20 and to the limitations of liability in this Agreement.

The Client remains responsible for verifying migrated data before relying on it operationally.

21.1 Availability target

Aim targets availability of the core Service of 99.5% per calendar month, measured excluding:

• planned maintenance notified at least 48 hours in advance;
• emergency maintenance required for security or stability;
• failures of third-party services outside Aim’s reasonable control; and
• issues caused by the Client’s own equipment, network or misuse.

21.2 Support

Support is available by email to care@weaim.io during business hours, being 09:00 to 17:30 UK time, Monday to Friday, excluding English public holidays.

Aim targets an initial response within 1 business day for standard requests and within 4 business hours for a total loss of service affecting all the Client’s users.

21.3 Service credits

Where availability in a calendar month falls below 99.0%, and the Client submits a written request within 30 days of the end of that month, Aim will apply an account credit equal to 5% of that month’s subscription fee for each full 1% below 99.0%, up to a maximum of 25% of that month’s subscription fee.

Service credits are the Client’s sole and exclusive financial remedy for failure to meet the availability target, and are governed by Section 7.3.

23.1 Liabilities that are never limited

Nothing in this Agreement limits or excludes either party’s liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot lawfully be limited or excluded.

23.2 Excluded losses

Subject to Section 23.1, neither party is liable to the other for any indirect, incidental, special, punitive or consequential loss, or for any loss of profits, revenue, goodwill, anticipated savings, contracts or business opportunity, in each case whether direct or indirect.

23.3 Aim’s liability cap

Subject to Sections 23.1 and 23.4, Aim’s total aggregate liability under or in connection with this Agreement, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total fees paid by the Client to Aim in the 6 months immediately preceding the first event giving rise to the claim.

Where a court or tribunal determines that the 6-month cap in this Section 23.3 is unenforceable, the parties intend that the cap will instead be the total fees paid by the Client to Aim in the 12 months immediately preceding the first event giving rise to the claim. Where that is also held unenforceable, the cap will be the total fees paid by the Client to Aim under this Agreement. Each of these limits is severable and is intended to apply in turn.

23.4 Data protection claims

Subject to Section 23.1, each party’s aggregate liability for claims arising from a breach of data protection law or of the DPA is subject to the same cap as set out in Section 23.3, and forms part of, and is not additional to, that cap.

Nothing in this Agreement affects any right a data subject may have to bring a claim directly against either party under data protection law.

23.5 The Client’s liability cap

Subject to Section 23.1, the Client’s total aggregate liability under or in connection with this Agreement is limited to the same amount as Aim’s under Section 23.3, except in respect of:

• the Client’s obligation to pay fees properly due;
• the Client’s breach of Section 11 (Identity, Misrepresentation & Competitor Access);
• the Client’s breach of Section 13 (Intellectual Property);
• the Client’s breach of Section 14 (Demos); and
• the Client’s breach of Section 15 (Confidentiality),

in respect of which the Client’s liability is not limited by this Section 23.5.

23.6 Client responsibilities affecting liability

The Client acknowledges that:

• it is responsible for the accuracy of the data it enters into the Service;
• it is responsible for maintaining its own records in accordance with its regulatory retention obligations;
• it is responsible for human review of AI output under Section 17.2; and
• Aim’s liability is reduced to the extent that any loss is caused or contributed to by the Client’s own acts or omissions.

23.7 Reasonableness

The parties agree that the allocation of risk in this Section 23 is reasonable, having regard to:

• the level of fees payable under this Agreement, which are low relative to the value of the Client’s own operations;
• the fact that the Client retains ownership and control of its own records and is able to export, back up and retain them under Section 28;
• the Client’s responsibility for human review of AI output under Section 17.2, and for all operational and regulatory decisions under Section 20; and
• each party’s ability to arrange its own insurance under Section 25.

The Client acknowledges that it has had the opportunity to consider these limits, to take independent advice, and to arrange its own insurance cover, and that the fees payable reflect this allocation of risk.

26.1 Grounds for suspension

Aim may suspend access immediately and without liability if:

• payment is overdue by 14 days or more;
• the Client materially breaches this Agreement;
• Aim reasonably believes the Service is being misused, used unlawfully, or used in a way that threatens the security, stability or reputation of the platform; or
• the Client initiates a chargeback or payment dispute in breach of Section 26.3.

26.2 Notice and reinstatement

Aim will give the Client written notice before suspending for non-payment, and will send a reminder at least 3 business days before suspension takes effect.

Suspension is lifted promptly, and normally within 1 business day, once the Client either:

• makes the outstanding payment; or
• contacts care@weaim.io and agrees a payment arrangement in writing with Aim.

Suspension does not entitle the Client to refunds or credits, does not extend the term, and does not relieve the Client of its obligation to pay accrued and future fees due for the remaining term.

26.2.1 Emergency data access during suspension

Where a suspended Client has an urgent operational, safeguarding or regulatory need for its data, it may apply in writing to care@weaim.io.

The application must set out the specific need, the records required, and supporting evidence of the need, such as a regulatory request, inspection notice or safeguarding referral.

Applications are considered and approved only by an Aim director or an authorised member of Aim’s management team. Approval is at Aim’s discretion.

Where an application is approved, Aim may provide all or part of the requested data, in a format of Aim’s choosing, and may charge a reasonable administrative fee for doing so.

Providing data under this Section does not lift the suspension, waive any unpaid fees, waive any breach of this Agreement, or release the Client from its obligations under the remaining term.

26.3 Chargebacks

Before raising a chargeback or payment dispute, the Client must first contact care@weaim.io and allow Aim 14 business days to investigate and resolve the matter.

Raising a chargeback or payment dispute without first doing so is a material breach of this Agreement.

Aim may recover from the Client any chargeback fees, reasonable administrative costs and losses caused by a dispute raised in breach of this Section, and may suspend access under Section 26.1.

This Section does not purport to remove any right the Client may have under its card scheme rules or with its payment provider. It sets out the contractual consequences, as between Aim and the Client, of exercising that right without following the process above.

28.1 Export window

For 30 days following the end of the Agreement, the Client retains read-only access to the Service to export its data using the Service’s standard export functions.

On written request during that 30-day window, Aim will also provide a standard export of the Client’s data in CSV and, where applicable, PDF format, at no additional charge.

Bespoke export formats, database dumps or non-standard extracts are chargeable at Aim’s then-current professional services day rate.

Aim may withhold an export while fees properly due remain unpaid.

28.2 Retention period

After the 30-day export window closes, Aim retains the Client’s data in a secured, access-restricted archive for a further 6 months from the end of the Agreement.

During that period, the Client may request a one-off export, which Aim will provide at its then-current professional services rate.

28.3 Deletion

At the end of the 6-month retention period, Aim will permanently delete the Client’s personal data from its live systems and archives.

Data held in encrypted backups is overwritten on Aim’s normal backup cycle and, in any event, within a further 90 days. Aim will not access or restore backup data during that period except where required for security, legal or regulatory reasons.

On written request, Aim will provide a written confirmation of deletion.

28.4 Earlier deletion

The Client may request deletion earlier than the periods above by written notice to care@weaim.io. Aim will comply within 30 days, except where retention is required by law.

28.5 The Client’s own retention duties

The Client is the controller of its records and is solely responsible for its own statutory and regulatory retention obligations.

Retention periods for adult social care records are considerably longer than the 6-month period in Section 28.2. Under the Records Management Code of Practice, adult social care records are generally retained for 8 years after the last contact, and children’s records for significantly longer.

The Client must export and retain its own records before the retention period in Section 28.2 expires. Aim is not responsible for any loss, regulatory finding or penalty arising from the Client’s failure to do so.

28.6 Survival

Sections 13, 14, 15, 16, 20, 23, 24, 28, 30 and 37 survive termination or expiry of this Agreement.