Master SaaS Service Agreement
Last Updated: March 2026 · Effective Date: March 2026
1. Definitions and Interpretation
In this Agreement: "Platform" means the FosterCore Agency Operating System, including all web applications, APIs, and AI features; "Agency" or "Customer" means the Independent Fostering Agency subscribing to the Platform; "Authorised Users" means the Agency's employees, contractors, and panel members granted access; "Subscription Period" means the term of the service agreement; "Special Category Data" has the meaning given in Article 9 of UK GDPR.
2. Provision of Service
FosterCore ("we", "us") shall provide the Platform to the Agency as a cloud-hosted SaaS product on a subscription basis. This is a B2B enterprise service agreement. The Platform is not intended for consumer use. Access is granted subject to the Agency's compliance with these Terms, payment of applicable fees, and adherence to the Acceptable Use Policy set out in Section 9.
3. Pricing and Payment
Fees are charged on a per-active-approved-carer basis as detailed in the applicable pricing tier selected by the Agency. Unlimited Authorised Users are included at no additional cost. Invoices are raised monthly in advance and payable within 14 days of the invoice date. Late payments accrue interest at 4% above the Bank of England base rate. Deregistered carer records are retained at no cost, as mandated by Regulation 30 of the Fostering Services (England) Regulations 2011.
4. Uptime and Service Level Agreement
We target 99.9% uptime measured on a calendar month basis, excluding scheduled maintenance. Planned maintenance will occur exclusively during non-peak hours (01:00–04:00 GMT) with 48 hours' written notice. The Agency's sole remedy for failure to meet the SLA is a service credit of 5% of the monthly fee for each full hour of unscheduled downtime, capped at 30% of the monthly invoice.
5. Data Migration
For agencies migrating from legacy systems (e.g., CHARMS, IntuitiveCare, FosterTrack), FosterCore provides a data migration service via CSV import wizard or assisted white-glove migration (Enterprise tier). We assume responsibility for accurate field mapping during the migration process. However, the Agency retains responsibility for verifying data integrity prior to "Go-Live" sign-off. No historical safeguarding or compliance data shall be discarded during migration without the Agency's explicit written authorisation.
6. Intellectual Property
All intellectual property rights in the Platform, including source code, design, documentation, and AI models, remain vested in FosterCore. The Agency is granted a non-exclusive, non-transferable, revocable licence to use the Platform during the Subscription Period. All data entered by the Agency into the Platform remains the exclusive property of the Agency.
7. Confidentiality
Each party agrees to keep confidential all information disclosed by the other party that is designated as confidential or that would reasonably be understood to be confidential. This obligation survives termination of this Agreement for a period of 5 years. Disclosure is permitted where required by law, regulation, or court order (including Ofsted inspections and LADO investigations), provided the disclosing party gives reasonable prior notice where legally permissible.
8. Limitation of Liability
To the maximum extent permitted by law: (a) FosterCore's total aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by the Agency in the 12 months immediately preceding the event giving rise to the claim; (b) neither party shall be liable for any indirect, consequential, or incidental losses, loss of profits, loss of data, or loss of goodwill; (c) nothing in this Agreement shall exclude or limit liability for death, personal injury caused by negligence, fraud, or any liability which cannot be excluded by law.
9. Acceptable Use
The Agency shall not: (a) use the Platform for any unlawful purpose; (b) attempt to reverse-engineer, decompile, or disassemble any part of the Platform; (c) share access credentials between multiple individuals; (d) use the AI features to generate fabricated safeguarding evidence; (e) store data unrelated to the Agency's statutory fostering functions. We reserve the right to suspend access for material breach of this clause with 24 hours' written notice.
10. Termination and Off-boarding
Either party may terminate this Agreement: (a) with 30 days' written notice at the end of any billing period; (b) immediately, if the other party commits a material breach and fails to remedy it within 14 days of written notice. Upon termination, FosterCore shall provide a complete structured data export (SQL/CSV) within 10 working days. Following data export confirmation, all Agency data is permanently deleted from live systems within 14 days and from backups within 90 days, unless the Agency has opted into the 75-Year Archival Vault.
11. Force Majeure
Neither party shall be liable for failure to perform obligations where such failure results from circumstances beyond reasonable control, including natural disasters, acts of government, pandemic, or infrastructure-level cloud provider outages. The affected party shall notify the other within 48 hours of the force majeure event.
12. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising under or in connection with this Agreement.
13. Amendments
FosterCore may update these Terms from time to time. Material changes will be notified to the Registered Manager by email with at least 30 days' notice before taking effect. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms.