Terms of use

These terms are between you and TRYGG HEALTH LTD, a private limited company registered in England and Wales, company number 17061747.

They govern your use of this website at trygglabs.co.uk, and set out the standing terms behind any engagement. A supply happens only under a separate signed engagement letter or statement of work.

You may read this site, quote it, link to it and criticise it. You may not scrape it at a rate that degrades it for others, present its content as your own, or use our name or marks as the primary identifier of your own product or service.

We try to keep it accurate and may change it without notice. Nothing here is professional advice on your circumstances, and the five working rules on the home page are a description of how we work rather than a standard anyone else is obliged to meet.

Order of precedence

A signed statement of work prevails over the engagement letter for that work, and both prevail over these terms. These terms fill gaps rather than override the deal.

Change control

A change to scope, timetable or price is agreed in writing before the work changes. A comment in a meeting is not an instruction to spend your money differently.

Acceptance

Deliverables are subject to the acceptance period in the statement of work. Acceptance is not withheld for a defect that does not materially affect use, and a rejected deliverable gets a reasonable opportunity to be remedied first.

What we will not accept

• Permanent production credentials. Access is time limited and named.
• Live personal data for development or testing where synthetic or masked data would do.
• Special category data under Article 9, including any patient data.
• Work requiring a clinical safety officer, DCB0129 or DCB0160 activity, or any other regulated professional opinion.

Charges are those in the signed statement of work. Unless it says otherwise, work is charged on a time and materials basis, invoiced monthly in arrears, payable within 30 days of invoice date. Expenses are recharged at cost with receipts and only where agreed in advance.

VAT

Prices exclude VAT. VAT is charged at the prevailing rate where the company is registered for VAT and the supply is in scope. Where the company is not VAT registered at the time of supply, no VAT is charged and the invoice says so rather than being silent.

Late payment

Statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 apply to a late business to business payment. We will always ask before invoking it.

What passes to you

On payment in full for the relevant deliverable, we assign all intellectual property rights in the bespoke work produced for you under that statement of work. Bespoke means written specifically for your engagement, not reusable generic tooling.

What stays with us

Pre-existing material, general know how and reusable components. You receive a perpetual, irrevocable, worldwide, non-exclusive, royalty free licence to use those components so far as they are embedded in your deliverable, with the right to sublicense that use to a successor.

This is stated explicitly because the common alternative, silence, leaves a client owning a deliverable they cannot lawfully run.

Open source

Where a deliverable includes open source components we identify them and their licences in the handover, and we do not knowingly introduce a copyleft component into a proprietary deliverable without telling you first.

Each side keeps the other's confidential information confidential, uses it only for the engagement, and protects it at least as carefully as its own. The obligation survives by five years, and indefinitely for a trade secret. It does not apply to information that is public through no fault of the receiver, was already lawfully known, was independently developed, or must be disclosed by law.

Where we handle personal data for you we act as processor and you remain controller. A data processing schedule meeting Article 28(3) forms part of the engagement, and the privacy notice sets out both roles.

Never limited

Nothing here limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Not accepted

Subject to that, neither party is liable for loss of profit, revenue, anticipated saving or goodwill, or for indirect or consequential loss, however arising.

Cap

Subject to the first paragraph, each party's total liability arising out of an engagement, in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the charges paid and payable under that statement of work in the twelve months before the event. Where no charges have been paid, including a claim arising out of this website alone, the cap is one hundred pounds sterling.

These limits are agreed between businesses, reflect the price of the work, and are intended to be reasonable for the purposes of the Unfair Contract Terms Act 1977.

Insurance

We hold no professional indemnity insurance at present and will not represent otherwise. A client requiring cover should raise it before signing.

Termination

Either side may terminate an engagement on 30 days written notice; you pay for work performed and committed third party costs, and nothing else. Either side may terminate immediately for a material breach unremedied within 20 business days, or on insolvency. On termination we hand over work in progress in a usable state and return or destroy confidential information. We do not withhold a handover over a payment dispute.

Governing law

These terms and any dispute arising out of them, including a non-contractual dispute, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. The general limitation period is six years under the Limitation Act 1980, and we do not attempt to shorten it.

Before proceedings

Raise it in writing and give us 20 business days. Most disputes on work of this kind are a disagreement about scope, and most are resolved by reading the statement of work together.

General

A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms. An unenforceable provision is severed and the rest continues. A failure to enforce is not a waiver. Neither side may assign without the other's written consent, not to be unreasonably withheld, except to a purchaser of substantially the whole of its business.

Contact

TRYGG HEALTH LTD, registered in England and Wales, company number 17061747. Email [email protected].