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Terms of business

The terms that apply when CERNIQ LTD provides services to your business.

Last updated: 7 November 2026

1. About these terms

  1. These terms apply to all services provided by CERNIQ LTD (“Cerniq”, “we”, “us”), a company registered in England and Wales (company number 16077187), registered office Office 1, Izabella House, 24–26 Regent Place, Birmingham B1 3NJ.
  2. Our services are for businesses only. By accepting a proposal from us, you confirm you are acting for a business and not as a consumer.
  3. Your contract with us is made up of our written proposal (including any statement of work, pilot agreement or order) and these terms. If they conflict, the proposal takes priority.
  4. A contract starts when you accept our proposal in writing, by email or by paying our first invoice.

2. Proposals and scope

  1. Each proposal sets out the services, deliverables, price, timescale and any exclusions. Unless stated otherwise, proposals are valid for 30 days.
  2. Anything not described in the proposal is out of scope. If you ask for changes or extra work, we will agree the change and any additional cost with you in writing before starting it.
  3. Timescales are estimates. We will keep you informed of progress and of anything likely to cause a delay.

3. Your responsibilities

  1. You will give us the access, information and decisions we reasonably need, on time, and make sure the information you give us is accurate.
  2. You are responsible for any accounts, systems and data you own, including granting and removing our access to them.
  3. You are responsible for how you use our outputs. Where our services provide information about other organisations, such as potential customers, you are responsible for contacting them lawfully, including following the Privacy and Electronic Communications Regulations and screening calls against the Corporate Telephone Preference Service where required.
  4. You must not use our services for anything unlawful or harmful.

4. Fees and payment

  1. Our fees are set out in the proposal. Cerniq is not currently registered for VAT, so no VAT is charged on our fees. If we become VAT-registered, we will tell you in writing before it takes effect, and VAT will be added to invoices from that date at the rate that applies.
  2. Unless the proposal says otherwise, setup and project fees are invoiced on acceptance, and monthly fees are invoiced monthly in advance.
  3. Invoices are payable within 14 days. If payment is late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and may pause the services after giving you 7 days’ written notice.
  4. Fees paid for work already carried out are not refundable, except where the law requires otherwise.

5. Monthly services, pilots and cancellation

  1. Monthly services, such as care plans and data or alert services, continue month to month after any minimum term in the proposal.
  2. Either of us may end a monthly service by giving at least 30 days’ written notice, which may end after any minimum term.
  3. Pilots run for the period stated in the proposal. At the end of a pilot, the service only continues if you agree to it.

6. Intellectual property

  1. We keep all rights in our own software, code, tools, methods, data processes, templates, models and know-how, including anything we used before or develop while working with you (“Cerniq materials”).
  2. When you have paid in full for a bespoke deliverable made specifically for you, such as a website, document or custom system, you own that deliverable. Any Cerniq materials included in it are licensed to you to use as part of that deliverable.
  3. For services we run and provide to you, such as data, alert or monitoring services, you receive a non-exclusive, non-transferable right to use the outputs for your own business while you subscribe. You must not copy, resell or redistribute the service or its outputs, or try to reverse engineer how it works.

7. Your data and confidentiality

  1. You own your data, including your contacts, customers and records. When our work ends, we will return or delete your data on request, except where we must keep it by law.
  2. Where we handle personal data on your behalf, we act as your processor and will follow your documented instructions and our data processing terms, which form part of the contract.
  3. Each of us will keep the other’s confidential information private and use it only for the contract, unless the information is already public or disclosure is required by law.
  4. Our privacy policy explains how we handle personal data as a controller.

8. Third-party services and data

  1. Our services may rely on third-party software, platforms and data sources, including public registers. We choose reputable providers, but we are not responsible for their availability, accuracy or changes they make.
  2. Where third-party data is used, its licence conditions apply. For example, information from the Care Quality Commission is used under the Open Government Licence.
  3. We may use carefully selected subcontractors. We remain responsible for their work under the contract.

9. Our commitments and limits

  1. We will carry out the services with reasonable skill and care, using suitably experienced people.
  2. Security services reduce risk but cannot guarantee that no incident will ever happen. Unless the proposal says otherwise, our work is not a certification, audit opinion or legal advice.
  3. Information and leads we provide are to help your decisions. We do not guarantee any particular sales, placements or business results.

10. Liability

  1. Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.
  2. We are not liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
  3. Our total liability under or in connection with a contract is limited to the fees you paid us under that contract in the 12 months before the event giving rise to the claim.

11. Ending the contract

  1. Either of us may end the contract immediately by written notice if the other seriously breaches it and does not put it right within 14 days of being asked to, or becomes insolvent.
  2. When the contract ends, you will pay for work done and services provided up to the end date, and any licence to use our services ends.
  3. Sections on intellectual property, data, confidentiality, liability and general terms continue to apply after the contract ends.

12. General

  1. Neither of us is liable for delays caused by events outside our reasonable control.
  2. Notices may be sent by email to the addresses each of us uses for the contract. Ours is info@cerniq.com.
  3. The contract is the entire agreement between us about its subject. Neither of us may transfer it without the other’s consent, except that we may transfer it as part of a sale or reorganisation of our business.
  4. If any part of these terms is found unenforceable, the rest still applies.
  5. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
  6. We may update these terms from time to time. Changes do not affect contracts already agreed unless both of us agree in writing.