1. Introduction
These Terms of Service (the Terms) are a legal agreement between you and Vertex Legacy Limited, a company registered in England and Wales and trading as CareSyndicate (we, us, or our). They govern your use of the CareSyndicate platform at caresyndicate.ai and any related applications, APIs, and services (together, the Platform).
By creating an account or using the Platform you accept these Terms. If you do not accept them, do not use the Platform.
2. Who can use CareSyndicate
You may use the Platform if:
- You are 18 years of age or older.
- You have the legal right to work in the United Kingdom (for contractors) or the authority to bind an organisation to these Terms (for care providers and recruiters).
- You are not restricted by any applicable law, regulation, or ruling from using the Platform.
3. Account roles
CareSyndicate offers four account types:
- Contractor — individual healthcare professionals (registered nurses, healthcare assistants, support workers, therapists). Subject to the additional terms in Section 8.
- Care Provider — organisations delivering care services (care homes, domiciliary care agencies, NHS bodies). Subject to the additional terms in Section 9.
- Recruiter — healthcare recruitment agencies placing contractors with providers. Subject to the additional terms in Section 10.
- Administrator — CareSyndicate employees and authorised support staff. Not available for self-signup.
4. Account and security
You are responsible for keeping your login credentials confidential and for all activity under your account. Notify us at security@caresyndicate.ai immediately if you believe your account has been compromised.
You must provide accurate information during onboarding and keep it current. We may suspend or terminate accounts that contain false, misleading, or incomplete information.
5. Fees and plans
Contractors pay a platform fee on gross earnings, deducted by us before you receive payment. Our current plan tiers are:
- Foundation — 10%. Core compliance engine, weekly statements, standard support.
- Shield — 12.5%. Everything in Foundation, plus IR35 evidence pack, priority verification, and a liability insurance co-pay.
- Summit — 15%. Everything in Shield, plus dedicated account management and bespoke compliance support.
Fees are applied per statement using decimal arithmetic with HMRC rounding conventions. We will give at least 30 days' notice before changing fees for existing contractors.
Care provider and recruiter subscription fees, where applicable, are set out in a separate Order Form.
6. Payments and self-billing (contractors)
CareSyndicate operates a self-billing arrangement where permitted by HMRC. Under self-billing:
- We issue a self-bill invoice in your name based on approved timesheets, in accordance with HMRC Notice 700/62.
- You agree not to raise your own VAT invoices for engagements routed through the Platform for the period covered by the self-billing agreement.
- You must notify us immediately of any change to your VAT registration or tax status that affects invoicing.
- We may issue remittance advice (Route 2) or PAYE summaries (Route 3) instead of self-bill invoices, depending on your chosen payment route and engagement type.
7. Compliance obligations
The Platform supports compliance with UK law, but responsibility for compliance remains with you as the individual or organisation concerned.
- IR35. We offer CEST (Check Employment Status for Tax) assessments and evidence packs. You are responsible for ensuring any determination reflects the reality of the engagement.
- Right to work. Contractors must maintain valid right-to-work documentation. Care providers remain responsible for their own right-to-work checks under the Immigration, Asylum and Nationality Act 2006.
- DBS. Contractors must keep a valid enhanced DBS check on file and update it when renewed.
- CQC. Care providers retain responsibility for their registration and inspection obligations under the Health and Social Care Act 2008.
- Professional registration. Contractors must maintain any applicable NMC, HCPC, or other professional registration required for their role.
8. Additional terms for contractors
- You represent that you perform services as a self-employed contractor unless you have selected PAYE (Route 3) during onboarding.
- You retain the right of substitution where it is genuinely available. You must not substitute without notifying the care provider and the Platform.
- You are responsible for your own tax affairs, including registration for Self Assessment and, if relevant, VAT.
9. Additional terms for care providers
- You are the engager for the purposes of each placement. You direct and control the services consistent with the self-employment classification where that applies.
- You will approve timesheets within 48 hours of submission. If you dispute a timesheet, you must do so within the same timeframe and state the reason.
- You will make payment into the CareSyndicate client account in accordance with the engagement terms. Late payments may accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998.
10. Additional terms for recruiters
- You warrant that you are registered as a recruitment agency and comply with the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
- You will not circumvent the Platform to arrange placements off Platform between contractors and care providers introduced through CareSyndicate during the term of this agreement and for 12 months after.
11. Acceptable use
You agree not to:
- Misrepresent qualifications, identity, or availability.
- Use the Platform to discriminate unlawfully under the Equality Act 2010.
- Attempt to access accounts or data you are not authorised to see.
- Reverse engineer, scrape, or resell the Platform or its data without our written consent.
- Introduce malware, run security tests without authorisation, or interfere with the operation of the Platform.
- Upload content that is unlawful, defamatory, or infringes third-party rights.
12. Intellectual property
CareSyndicate, including its source code, design, branding, and content, is our intellectual property or licensed to us. You are granted a non-exclusive, non-transferable licence to use the Platform for its intended purpose. Content you upload remains yours; you grant us a licence to use it to operate the Platform.
13. AI features
The Platform includes AI-assisted features (match explanations, CEST guidance, admin insights). These outputs are provided for information only. A human user always makes the final placement or compliance decision. We apply input sanitisation and do not share special category data with third-party AI providers.
14. Availability and changes
We aim for high availability but do not guarantee uninterrupted service. We may add, change, or remove features. We will give reasonable notice of material changes that reduce core functionality.
15. Suspension and termination
You may close your account at any time. We may suspend or terminate your account if you materially breach these Terms, fail to maintain required compliance documentation, or if we are required to do so by law. Where possible we will give notice and the opportunity to remedy the breach.
16. Liability
Nothing in these Terms limits liability that cannot lawfully be excluded, including for death or personal injury caused by negligence and for fraud.
Subject to the above, our total liability for any claim arising out of or in connection with these Terms is limited to the greater of (a) the fees paid to us by you in the 12 months preceding the event giving rise to the claim, or (b) £100.
We are not liable for indirect or consequential loss, loss of profits, or loss of goodwill.
17. Governing law and disputes
These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory consumer protection rights. We encourage you to contact us first at legal@caresyndicate.ai so we can try to resolve any dispute informally.
18. Changes to these Terms
We may update these Terms from time to time. If changes are material, we will give at least 30 days' notice by email or in-app banner before they take effect.
19. Contact
Vertex Legacy Limited, trading as CareSyndicate
Email: hello@caresyndicate.ai
Legal: legal@caresyndicate.ai