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Patient Compass Suite®

Terms & Conditions

Tenant Licence Agreement (Master Terms) — standard form

This is the standard form of the licence under which the Patient Compass Suite is provided to clinics. The executed version — completed with your organisation's details and signed together with the Order Form and its schedules — is agreed electronically during onboarding, and that signed agreement is the binding text. The wording is provider-drafted and may be revised between versions.

How this website itself handles data is covered separately by our privacy notice.

This Licence Agreement is made on the date of execution

BETWEEN:

1. GGO Systems Limited (company no. 17268411; ICO registration ZC174006), the IP owner and operator of the Patient Compass Suite suite (the "Provider"); and

2. the organisation named in the signed Order Form (the "Tenant").

The commercial terms (products, plan, fee, cadence, slug, pathways) are set in the Order Form signed alongside these Master Terms (Schedule A/B). Where the Tenant is on the free trial, the Free Trial Schedule replaces the licence-fee schedule only.

1. Definitions

2. Licence grant

2.1 The Provider grants the Tenant a non-exclusive, non-transferable, non-sublicensable licence to use the Deployment for the Tenant's own Full Pathways, for the Term, scoped to one organisation. A single-product pathway remains supported only where the Order Form expressly identifies it as an exception; it is not the standard scope.

2.2 The licence covers use of the Provider IP as deployed and configured. It does not transfer ownership of any Provider IP, and grants no right to the Patient Compass Suite design system, palette, typography or components as a brand (CLAUDE.md §13.3).

2.3 Reserved rights. The Provider retains copyright in the Provider IP and reserves the right to license the Suite to other organisations under separate terms.

3. Tenant Content & IP boundary

3.1 Tenant Content remains the Tenant's IP (CLAUDE.md §5.2). The Tenant grants the Provider a limited licence to host, render and process Tenant Content solely to operate the Deployment.

3.2 The Tenant warrants it holds all rights and clinical-governance approvals necessary to supply the Tenant Content. For tenant-supplied sources, it warrants that each supplied document is the current approved version. For a guideline-researched or hybrid Draft Preparation Route, the Tenant's registered clinician selects or approves the current guidelines to be researched and their source hierarchy before drafting (CLAUDE.md §14.1).

3.3 The Tenant is the editorial authority for clinical content in its Deployment. The Provider may technically prepare the initial source-grounded draft under the agreed Draft Preparation Route, but is not the clinical author of record, does not approve the content and takes no clinical responsibility for it. Clinical authorship and responsibility rest with the Tenant's registered clinician(s) through review, amendment and sign-off (the Responsible Clinician Content & Sign-off Agreement signed alongside this one).

4. Clinical governance & continuous alignment

4.1 The Provider supplies the delivery layer only; it is not a clinical system and makes no clinical decisions (CLAUDE.md §1, §7.2).

4.2 Continuous alignment. Where content declares a source, the Tenant must keep that source current and, on reissue, realign within the synchronisation workflow window of 30 days (CLAUDE.md §15).

4.3 Accessibility is non-negotiable. The Deployment maintains dual-track (standard + easy-read) content and WCAG 2.2 AA minimum / AAA-text-contrast target (CLAUDE.md §11). This is a condition of the licence.

5. Hard Constraints (information governance)

5.1 The Deployment is designed not to intentionally collect, store or process patient-identifying data: no patient account, no patient authentication, no direct patient identifier; no advertising trackers; and no clinical decision logic. Privacy-preserving aggregate analytics and technical access-control tokens may be used only on a minimised basis and must not identify patients.

5.2 The only credentialled surfaces are The Helm (clinician/staff identity only) and Sanity Studio (content authoring). The Tenant must not introduce patient identity into any surface.

5.3 Any feature that would compromise the Hard Constraints requires a written, governance-reviewed variation signed by both parties. Information governance is governed by the Data-Processing & IG Note incorporated as a schedule.

6. Branding & co-branding

6.1 The Tenant's co-branding is added via a tenant BrandKit and the Sanity branding document (CLAUDE.md §13). The maker line ("Powered by GGO Systems · built by Mr Giangiacomo Ollandini") is constant across tenants and must not be removed unless the Order Form expressly grants the native white-label capability entitlement (Premium Annual only unless expressly varied).

6.2 Provider trade marks. "Patient Compass Suite" and the compass lockup are registered UK trade marks of GGO Systems Limited under UK00004401665. Nothing in this Licence transfers or licenses those marks: the Tenant may display them only as they appear in the Deployment as supplied, and must not register, or apply to register, a mark confusingly similar to them. This is a statement of the Provider's marks and does not narrow clause 2.2.

7. Hosting, migration & no lock-in

7.1 Current hosting is Vercel (UK region where supported), the CMS dataset on Sanity.io, and staff authentication through Clerk.

7.2 Migration / no lock-in. At any time and at no licence cost, the Tenant may request migration of hosting to a tenant-controlled or NHS-Digital-approved environment, transfer of the Sanity dataset, and domain transfer (CLAUDE.md §7.3). The Provider facilitates in good faith without contractual or technical obstruction. Reasonable third-party migration costs are the Tenant's; the Provider's facilitation time is included up to one working day per contract year, then charged at the professional-services rate in the Order Form.

8. Fees & term

8.1 Fees and billing cadence are set out in the Order Form. Where the Tenant is on the free-trial offer, the Free Trial Schedule replaces the licence-fee schedule only; all other terms remain in force.

8.2 Term: 12 months from Go-Live, auto-renewing for successive 12-month periods unless either party gives 90 days' written notice before the end of the then-current term.

8.3 No operational dependency on the Provider: the Tenant may exit per clause 7.2 regardless of fee status, without losing accrued licence rights.

9. Warranties & disclaimers

9.1 The Provider warrants it has the right to license the Provider IP and that, to its knowledge, the Provider IP does not infringe third-party IP.

9.2 The Suite is a communication/delivery layer, supplied "as is" as to clinical content. The Provider gives no clinical warranty; clinical accuracy and approval are the Tenant's and its clinicians' responsibility.

9.3 Unless the Order Form states a paid SLA, support is business-hours, best-effort.

10. Liability, indemnities & insurance

10.1 Nothing limits liability for death/personal injury caused by negligence, fraud, or anything that cannot be limited at law.

10.2 Subject to clause 10.1, the Provider's aggregate liability is capped at the greater of (a) the fees paid or payable in the 12 months before the event, and (b) £50,000.

10.3 Subject to clause 10.1, neither party is liable for indirect or consequential loss. This does not reduce liability for breach of the Hard Constraints, data-protection obligations, confidentiality, or the indemnities below.

10.4 The Tenant indemnifies the Provider against third-party claims arising from: (a) Tenant Content; (b) clinical content a Tenant clinician signs off; (c) the Tenant's clinical-governance decisions; (d) the Tenant introducing patient identifiers, PHI, PII, advertising trackers or clinical decision logic contrary to this Agreement; and (e) the Tenant lacking rights or approvals for Tenant Content.

10.5 The Provider indemnifies the Tenant against third-party claims that the Provider IP, as supplied and used in accordance with this Agreement, infringes UK intellectual-property rights, subject to prompt notice and control of the defence.

10.6 The Tenant must ensure any clinician who authors or signs off Tenant Content has appropriate professional indemnity / medical-defence cover for that activity.

11. Data protection

11.1 The patient-facing Deployment does not intentionally process patient-identifying data. To the extent limited personal data of clinician/staff users of The Helm is processed, the default allocation is Tenant as controller and Provider as processor, recorded in the DPA role matrix before Go-Live. The parties comply with UK GDPR and the Data Protection Act 2018 on the terms of the DPA (incorporated as a schedule).

11.2 The Tenant must not upload, enter or transmit patient-identifiable or special-category patient data through the Deployment, and must notify the Provider immediately if such data enters it.

12. Confidentiality, termination & general

12.1 Mutual confidentiality on the usual terms; survives termination.

12.2 Either party may terminate for material unremedied breach on 30 days' written notice, or immediately for counterparty insolvency. The Tenant's exit/migration rights under clause 7.2 survive termination.

12.3 Governing law: England & Wales; the courts of England & Wales have exclusive jurisdiction. Entire agreement (with the Order Form and schedules); variations in writing signed by both parties. No partnership/agency is created.

12.4 The Provider's rights are held by GGO Systems Limited, to which the Patient Compass Suite IP was transferred by deed GGOS-DEED-IP-001 (9 June 2026).

13. Go-Live gate

The Deployment may not Go-Live until: this Agreement, the Order Form and the DPA are signed; the Draft Preparation Route and source hierarchy for each launch pathway are recorded; tenant-supplied sources are identified and current and/or the guidelines used for research are selected or approved by the Tenant's registered clinician (or clinician-opinion mode is recorded); every published pathway has a named clinician sign-off; standard and easy-read versions are populated for every patient-facing item; no patient-identifying data, patient authentication, advertising tracker or clinical decision logic has been introduced; accessibility is checked to WCAG 2.2 AA; and, for any second or later external tenant on the shared Sanity dataset, ADR-0109 L8 / tenant-safe admin access is closed. L7 is already closed: m05ykm6e:production is private; the remaining check is that the read token remains server-only and Studio/Vision access is role-restricted or replaced with a tenant-safe authoring route.

14. Electronic signature

14.1 This Agreement may be signed electronically and in counterparts, each an original and together one agreement.