Terms of use

These conditions run between you and TRYGG HEALTH LTD, registered in England and Wales, number 17061747. In what follows, the practice means that company and you means the reader or, once work has started, the client organisation.

Two distinct things are covered. Sections 2 and 15 apply to anyone reading trygglabs.co.uk. Sections 3 to 14 apply where the practice has been engaged, and they operate as the standing background to a signed statement of work rather than as a substitute for one.

The site is published to be read. You may quote it with attribution, link to it, print it, circulate it inside your organisation, and disagree with it publicly.

Three things are not permitted: automated retrieval at a rate that degrades the site for other readers; republication of the text as though it were yours; and use of the company name or the mark at the head of this page as the identifier of a product, service or organisation that is not this one.

Accuracy

Pages are kept current as a matter of practice, and may be revised without notice. Nothing on the site is advice on your particular circumstances, and the working rules set out on the home page describe how this practice approaches a job. They are not a standard, they bind nobody else, and no inference should be drawn about anyone who works differently.

Availability

The site is static and is served through a content delivery network, so interruptions should be rare and brief. None of that is promised. There is no commitment that the site will be reachable at a given moment, and no liability is accepted for a period during which it is not.

Work begins on signature and not before. A conversation, an estimate, a proposal and a set of notes from a meeting are all preliminary, and none of them commits either side to anything.

Order of precedence

Where documents conflict, the order below settles it, from the top down.

1. The signed statement of work for the piece of work in question.
2. The engagement letter under which that statement of work was issued.
3. The data processing schedule, on any question about personal data.
4. These conditions.

These conditions fill the gaps in a deal. They do not override what was actually agreed, and a statement of work that departs from them deliberately is the agreement between the parties.

Your own purchasing terms

Where a purchase order or a supplier portal attaches standard conditions of its own, those conditions do not apply unless the practice has signed them separately. This avoids the position where each side believes a different document is in force, which becomes expensive to resolve at exactly the point where nobody has time.

Most difficulty on work of this kind comes from an obligation that both sides assumed the other had picked up. The table sets the default; a statement of work may move any line of it.

Dependencies

Where the practice is waiting on an access grant, a decision or a review that the client owes, the timetable moves by the length of the wait and the practice says so at the time rather than at the end. Nothing is invoiced for waiting.

These conditions are declined even where a client offers them, because accepting them creates a risk that outlives the engagement.

• Permanent or standing credentials. Access is named, granted for a defined window, and handed back at the end of it. A shared login is not accepted at all.
• Live personal data as development or test material where a synthetic or masked set would answer the same question. It usually would.
• Custody of special category records. Health information and the other Article 9 categories stay in the client's environment. Where a task truly requires sight of them, it is done inside that environment under logged, time-limited access, and nothing is copied out. The privacy notice sets out the conditions in full.
• Clinical safety work. Clinical risk management, the clinical safety officer role and the standards attached to them are regulated activities carried out by people qualified for them. The practice does not take that work whatever its registered name suggests.
• Any engagement requiring a regulated professional opinion in law, medicine, accountancy or actuarial practice.
• A review with its conclusion already settled. A report written to endorse a decision that has been taken is not a review, and this practice will not sign one.

Where an instruction during an engagement would cross one of these lines, the practice says so in writing before acting, and the work pauses rather than proceeding under protest.

Change control

Scope, timetable and price move only by written agreement, recorded before the shape of the work alters. A remark in a meeting is not authority to spend a client's budget differently: the practice will ask for the change in writing rather than act on the remark and present the difference on an invoice later.

Acceptance

Every deliverable carries the acceptance window named in its statement of work. Within that window the client tests the deliverable against what the statement of work said it would do, and either accepts it or writes down what is wrong with it.

A defect that does not materially impair use is not a ground for refusing acceptance, and anything rejected gets a fair opportunity to be corrected before either side treats the matter as more serious than it is. Where the window closes without a word and the deliverable is already in use, acceptance is taken to have happened.

What counts as done

A deliverable that cannot be operated by the client after the practice has gone is not finished, whatever its test results say. Operating notes are part of the deliverable rather than an optional extra invoiced separately, and an export path is accompanied by evidence that a restore from it has actually been run.

Charges are the ones written into the signed statement of work. In the absence of anything to the contrary there: time and materials, invoiced monthly for the month just finished, payable thirty days from the date of the invoice.

Expenses

Recharged at cost, evidenced by receipts, and only where they were agreed before being incurred. Travel time is not charged.

VAT

Every price is quoted before VAT. Where the practice holds a VAT registration and the supply falls within its scope, VAT is added at whatever rate is in force on the tax point. Where no registration is held on that date, nothing is added and the invoice says which of the two situations applies, so that a reader is not left inferring it from an absence.

Late payment

An overdue business-to-business invoice attracts statutory interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998. The practical sequence is a reminder, then a conversation, then that route, and the practice says which of the three it has reached rather than moving between them silently.

Disputed invoices

Dispute a line and the rest of the invoice still falls due on time. Raise the disputed line within fourteen days of the invoice, with the reason, and it is looked at before anything is escalated on either side.

What transfers to the client

On payment in full for a deliverable, the intellectual property in the bespoke material written for that statement of work is assigned to the client. Bespoke means written for this engagement: the schema, the retention rules, the migration and export routines, the review findings, the documentation.

What stays with the practice

Pre-existing material, general skill and knowledge, and reusable components that were not written for this client. The client receives a licence over anything in that category which is embedded in a deliverable: perpetual, irrevocable, worldwide, non-exclusive, free of royalty, and sublicensable to whoever buys or succeeds to the relevant part of the client's business.

That licence is written down rather than left implied, because the alternative leaves a client holding a deliverable it has paid for and cannot lawfully operate. Discovering that during a sale process is a poor moment for everybody.

Third-party and open source components

Components brought in from elsewhere are listed in the handover with their licences and their versions. A copyleft component is not introduced into a proprietary deliverable without the client being told first and agreeing to it, and the list is written to be usable by whoever inherits the system rather than by the person who assembled it.

Attribution

The practice does not name a client publicly, use its logo, or describe an engagement in any identifiable way without written permission for that specific use. Silence is a refusal.

Whatever one side gives the other in confidence is protected by the side receiving it, put to no use outside the engagement, shown to nobody who does not need it for the engagement, and looked after at least as carefully as that side looks after its own material of the same kind.

The duty lasts five years beyond the end of the engagement, and for as long as secrecy survives where the material is a trade secret. Four things fall outside it: material already in the public domain, material that enters it without any fault on the receiving side, material the receiving side lawfully held beforehand, and material it worked out independently.

Where disclosure is compelled

Where a law or a regulator compels disclosure, the receiving side discloses only what is compelled, and tells the other side first unless it is forbidden from doing so.

At the end

On request at the end of an engagement, confidential material is returned or destroyed, with written confirmation of which was done. Copies inside a routine backup may persist until that backup ages out, which is stated rather than promised away, and they stay covered by this section for as long as they exist.

Where the practice handles personal data during an engagement, the client is the controller and the practice is the processor. The client decides the purpose; the practice acts on documented instructions.

A processing schedule meeting Article 28(3) of the UK GDPR forms part of any engagement where that arises, and section 8 of the privacy notice lists what it fixes. The schedule prevails over these conditions on any question about personal data.

Each side is responsible for its own compliance and neither indemnifies the other for it. Where an instruction appears to breach data protection law the practice says so before acting, in writing, and the work waits for that to be resolved.

The practice warrants that the work is carried out with the reasonable skill and care of a competent supplier in this field, and that it holds the rights it purports to assign under section 8.

Beyond that, warranties are limited deliberately, and the limits are set out rather than buried.

• No warranty that software is free of defects. Any non-trivial system contains some, and a supplier promising otherwise is either not looking or not telling.
• No warranty about the behaviour of a third-party platform, its pricing, its uptime, or its decision to withdraw a feature.
• No warranty that a regulator, an auditor or a court will reach a particular view of a system. The practice builds to the duties the client names; how those duties are judged later is outside anyone's gift.
• No warranty that a record system will suit a purpose that was not named in the statement of work.

Where a defect appears in bespoke material within ninety days of acceptance, and it is attributable to the practice, it is put right at no charge. That remedy is the first one to reach for and is usually the only one anybody needs.

Never limited

Nothing in these conditions restricts liability where the law forbids restricting it. That covers, in particular, liability for death or for personal injury where negligence caused it, and liability for fraud or fraudulent misrepresentation.

Excluded

Above that floor, neither side answers to the other for profit not made, revenue not earned, savings not achieved, goodwill damaged, or any loss that is indirect or consequential, on whatever route it arrives.

The cap

Above that floor, whatever each side may owe the other out of an engagement, on any legal footing at all, stops at the sum invoiced and due under the relevant statement of work for the twelve months ending on the date of the event complained of.

Where no sum has been invoiced, which covers any claim resting on this website alone, the ceiling is one hundred pounds sterling.

Why the limits sit where they do

These are commercial conditions between businesses. The ceiling tracks the price of the work rather than the value of the system the work touches, it is visible to both sides before anything is signed, and the price would not be the price without it. The reasonableness test in the Unfair Contract Terms Act 1977 is the standard it is meant to meet. A client needing a higher ceiling should say so at the outset: that is a discussion about price, and it is not a refusal.

Either side may end an engagement on thirty days written notice. On notice being given, the client pays for work already performed and for third-party costs already committed. Nothing else falls due, and there is no charge for terminating.

Immediate termination is available to either side where the other is in material breach and has failed to remedy it inside twenty business days of being told about it, and where the other becomes insolvent.

Handover

Whatever the reason for ending, the practice hands the work over in a state somebody else can pick up: current source and configuration, the notes as they stand, the decisions taken and the reasons for them, and a plain account of what remains open.

A handover is not withheld because an invoice is in dispute. The two are dealt with separately, and a client's ability to run its own systems is not used as leverage.

Put a complaint about the work in writing to [email protected]. It is answered by a director with the facts as the practice understands them and a proposal for what to do about it.

Before proceedings

Set the dispute out in writing and allow twenty business days for the two sides to resolve it between themselves. A disagreement about this sort of work is nearly always a disagreement about what a statement of work covered, and reading that document together resolves most of them without cost to anybody.

Governing law

These conditions are governed by English law, as is any dispute arising out of them, contractual or otherwise. Jurisdiction over such a dispute belongs exclusively to the courts of England and Wales.

The limitation period is the ordinary one under the Limitation Act 1980, left at its statutory length. Shortening it by contract is a common enough practice and it is generally noticed only at the point where it has already done its work.

• Third parties. Nobody outside the two parties acquires a right to enforce any part of these conditions under the Contracts (Rights of Third Parties) Act 1999.
• Assignment. Neither side may transfer its rights or obligations without written agreement from the other, which will not be refused without a reason. Transfer to a buyer of substantially the whole of a party's business is permitted, on notice.
• Subcontracting. The practice does not put an engagement out to a subcontractor without saying who and getting agreement first.
• Severance. If a provision turns out to be unenforceable, it is cut back to what is enforceable, or removed if it cannot be, and everything else stands.
• No waiver. Not enforcing something once does not surrender the right to enforce it later.
• Notices. Notices go by email to the published address and to the client's engagement contact, and take effect on the next working day. Anything that must be served formally goes to the registered office recorded at Companies House.
• Events outside control. Neither side is in breach for a delay caused by something genuinely outside its control. The affected side says so promptly, and if the obstruction runs past sixty days either side may end the engagement under section 13.
• Entire agreement. The signed documents and these conditions are the whole of what was agreed. Neither side relies on a statement made before signature that is not written into them, though nothing here excludes liability for a fraudulent statement.

A revision takes effect for website use on the day it is published. An engagement already under way keeps whichever version was attached to its signed statement of work, and a later revision does not reach backwards into it.