Corporate terms of service

These corporate terms of service (the "Terms") are the agreement between TriageMethod Ltd, a company registered in Ireland and trading as TriageFit ("TriageFit", "we", "us"), and the organisation that buys a TriageFit seat pack (the "Customer", "you"). They govern every seat pack you buy from us, its renewals and its seat changes. The data processing agreement (the "DPA") forms part of these Terms, and together with the seat count, currency and price shown to you at checkout (the "Order") they are the whole agreement between us for seat packs. Your people's own use of TriageFit is governed by the consumer terms of service and the privacy policy, not by these Terms.

1. The agreement and who accepts it

The person who completes checkout accepts these Terms and the DPA on the Customer's behalf by ticking the acceptance box before payment, and confirms that they have the authority to bind the Customer. The Terms apply from that moment. We record the version accepted and the time of acceptance against the Customer's organisation, and an admin can see both in the employer portal.

Where we arrange a seat pack with you by quote and invoice instead of through checkout, the quote names the version of these Terms that applies and you accept them by paying the first invoice.

2. Definitions

A "Seat Pack" is the entitlement to a stated number of Seats for a 12-month term, bought through checkout or by invoice. A "Seat" is one full TriageFit membership, funded by the Customer and held by one person at a time. A "Funded Member" is a person who has accepted a seat invitation and holds a Seat. An "Admin" is a person the Customer has made an administrator of its organisation in the employer portal. The "Service" is TriageFit: the coaching service and the employer portal together. "Roster Data" and "Member Data" have the meanings given in the DPA.

3. What a seat pack is

A Seat Pack funds a fixed number of Seats for its term. Admins invite people by email from the employer portal; accepting an invitation takes a Seat from the pool, and an Admin can revoke a Seat at any time, which returns it to the pool immediately so the same or another person can be invited. A Funded Member gets the same membership a person paying for themselves gets: the same coaching, programme and weekly check-in, with nothing held back.

Seats are for people the Customer has a genuine relationship with: its employees and contractors, or the members, patients or clients of the organisation it runs. Seats may not be resold, offered to the public, or used to provide TriageFit as a service to anyone else.

4. Your people's own accounts

Every Funded Member holds their own TriageFit account under the consumer terms of service and the privacy policy, and their coaching relationship is with us. The Customer receives Roster Data (who was invited, who accepted, and the state of each Seat) and group reporting on the k-anonymity floor set out in the DPA, under which no figure is ever shown for a group of fewer than five people. The Customer never receives anything about an individual's use of the Service: not their programme, their check-ins, their measurements, or whether they opened the app this week.

Participation must be voluntary. The Customer will not make accepting a Seat a condition of employment or engagement; will not use whether a person accepted or declined a Seat, or anything about their participation, in any decision about that person; and will not attempt to identify any individual from group reporting. When inviting people, the Customer will tell them that TriageFit is optional and that the Customer sees only roster and group data. When a Seat is revoked or a Seat Pack ends, the person keeps their account, their history and their data, and is offered a personal plan; nothing about them is returned to the Customer.

Where the Customer is a healthcare provider, any sharing of a member's coaching summary with it happens only under that member's own consent, given and withdrawable inside the Service, and never under these Terms.

5. Fees and payment

The fee for a Seat Pack is the per-seat annual price for its size and currency, as shown to you before payment; the price ladder on our business page is the one checkout charges. Those prices include Irish VAT at the applicable rate, so the figure shown is the total payable, and the invoice shows the VAT element separately so the Customer can reclaim it. A VAT identification number given at checkout is printed on that invoice. Where the Customer is established outside Ireland and the supply is reverse-charged to it or falls outside the scope of Irish VAT, we will reissue the invoice without the Irish VAT element and refund that element; tell us at checkout or within 30 days of the invoice, and give us the VAT identification number the treatment rests on. The first term is paid in full at checkout, by card or, when billed in euro, by SEPA direct debit. Each renewal term is charged in full to the payment method on file at the start of that term. Seats open when checkout completes; where a pack is arranged by invoice, when that invoice is paid.

Invoices, receipts, renewal notices and payment notices go to the billing contact address given at checkout. The Customer will keep its billing details, tax information and payment method current. We may change seat prices for a renewal term by telling the billing contact at least 30 days before the renewal date; the price for a term already paid never changes.

6. Term, renewal and cancellation

A Seat Pack runs for 12 months from purchase and renews automatically for further 12-month terms unless cancelled. About 30 days before each renewal we email the billing contact the seat count and price that will be charged. To cancel, write to us at info@triagemethod.com from the billing contact address before the renewal date. Cancellation takes effect at the end of the current term: Seats stay open until then, no further term is charged, and no refund is given for the unexpired part of a term already paid. A cancellation received after a renewal has been charged takes effect at the end of that new term.

7. Changing the seat count

Admins add Seats at any time from the employer portal. Added Seats are invoiced immediately for the rest of the current term, pro rata, and because the price ladder applies to the whole pack, a pack that grows into a lower price tier pays that tier for every Seat from that invoice on. Seats may be reduced, to no fewer than the smallest pack we sell and no fewer than the Seats in use or held by open invitations; a reduction takes effect at the next renewal, and there is no credit for the current term.

8. Failed payments and chargebacks

If a renewal payment fails, we tell the billing contact and retry the payment. Seats stay open for 14 days from the failure. If the term is still unpaid at the end of those 14 days the Seat Pack lapses: the Seats close, and each Funded Member keeps their account and history and is offered a personal plan. A payment made after a lapse reinstates the pack for the term it pays for.

If a payment for a Seat Pack is charged back or otherwise disputed with the payment provider, the same 14-day period runs from the chargeback while we contact the billing contact, and every Seat is limited to it. A chargeback withdrawn or decided in our favour reinstates the pack. Otherwise the pack lapses at the end of the period, we may recover the unpaid fees, and the pack is reinstated only by payment for a new term, which we may require by a different payment method.

9. Your responsibilities

The Customer will:

• appoint as Admins only people entitled to act for it, and keep their accounts secure;
• give accurate organisation, billing and tax details, and keep them current;
• offer Seats only as clause 3 allows, and only to people who are eligible to hold a TriageFit account under the consumer terms of service;
• meet its obligations under the DPA, and under the employment, data protection and other law that applies to how it offers TriageFit to its people;
• not attempt to access any account, data or part of the Service it is not authorised to access, interfere with the Service, or use it to build a competing product; and
• tell us promptly if it believes an Admin account has been compromised.

10. Our responsibilities

We will provide the Service with reasonable skill and care, run the security measures described in our security overview, process Roster Data only as the DPA allows, and keep the employer portal and the Service available to the Customer and its Funded Members for the term. We may take the Service down for maintenance, which we schedule outside busy hours where we can. We do not promise that the Service will be uninterrupted or free of errors, and these Terms carry no uptime guarantee or service credit.

We improve and change the Service over time, and may withdraw a feature we replace or retire. A change that materially reduces what a Seat provides is a change to these Terms and is handled under clause 16.

11. What the service is

TriageFit is a digital coaching service for training, nutrition and lifestyle. It is not medical care, it does not diagnose or treat any condition, and it is no substitute for a Funded Member's own doctor or clinician. Coaching content, including content produced with the help of artificial intelligence under our safety rules, is provided to the member, who decides what to act on. Where our safety screening leads us to adjust or pause coaching for a member, that is between us and the member, and the Customer is not told.

12. Confidentiality

Each party will keep the other's non-public information confidential, use it only for the purposes of these Terms, and disclose it only to people who need it for those purposes and are bound to keep it confidential. This does not apply to information that is or becomes public other than through a breach of these Terms, was already lawfully known to the receiving party, is independently developed, or must be disclosed by law, in which case the disclosing party gives notice where the law allows. Pricing agreed by quote is confidential. This clause lasts for three years after the agreement ends, and for personal data for as long as the DPA says.

13. Intellectual property

We own the Service and everything in it: the software, the programmes, the coaching content, and the TriageFit name and marks. The Customer gets a non-exclusive, non-transferable right to use the employer portal and to offer Seats to its people for the term, and no other right. A Funded Member's rights in the Service come from the consumer terms of service. The Customer owns its Roster Data and grants us the right to process it as the DPA describes. We may use suggestions the Customer gives us about the Service without obligation. Neither party will use the other's name or logo in marketing without written consent, except that the Customer may tell its people that it offers TriageFit.

14. Liability

Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.

Subject to that, neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, however it arises. Each party's total liability arising out of or in connection with these Terms, the DPA and every Order, whether in contract, tort or otherwise, is limited to the fees the Customer paid for its Seat Packs in the 12 months before the event giving rise to the claim. The limit does not apply to the Customer's obligation to pay fees due. The Customer will indemnify us against claims by its own people that arise from the Customer offering Seats, or using Roster Data or group reporting, in breach of clause 4.

15. Suspension and termination

Either party may end the agreement by written notice if the other is in material breach and has not remedied it within 30 days of being told in writing, or becomes insolvent. We may suspend an Admin's or the Customer's access to the employer portal at once, telling the Customer why, where its use of the Service threatens the Service, another customer, or a member's safety or privacy, including any attempt to identify an individual from group reporting.

If we end the agreement for the Customer's breach, no fees are refunded. If the Customer ends it for our unremedied breach, we refund the fees paid for the unexpired part of the current term, pro rata. When a Seat Pack ends for any reason, the Seats close, each Funded Member keeps their account and is offered a personal plan, and Roster Data is deleted or returned under clause 11 of the DPA. Fees already due, and clauses 4, 12, 13, 14, 17 and 18, survive the end of the agreement.

16. Changes to these terms

We may change these Terms. A change applies to the Customer from its next renewal, and we email the billing contact the new version at least 30 days before that renewal date. A Customer who does not accept the change may cancel under clause 6 before the renewal, and the version it accepted continues to the end of the current term. Where a change is needed to comply with law or to address a security or safety matter, we may apply it sooner and will say so. Each version carries its number and date at the top of this page.

17. General

These Terms, the DPA and the Order are the entire agreement between the parties for seat packs and replace any earlier discussion; terms on a Customer purchase order or similar document do not apply, even if we acknowledge the document. The Customer may not assign the agreement without our written consent; we may assign it to a successor to our business on notice to the billing contact. Notices to us go to info@triagemethod.com, and notices to the Customer go to its billing contact address; a notice by email is received on the next business day. If a clause is found unenforceable, the rest stands. A delay in enforcing a right is not a waiver of it. Neither party is liable for a failure caused by something outside its reasonable control, other than a failure to pay. Nothing in these Terms creates a partnership or agency, or gives any right to a person who is not a party to them.

18. Governing law and disputes

These Terms are governed by the law of Ireland. Before starting proceedings, each party will refer a dispute to a senior person on each side, who will try in good faith to resolve it within 30 days. After that, the courts of Ireland have exclusive jurisdiction.

Getting a signed copy

These Terms bind by your acceptance at checkout, so no signature is needed for them to apply. If your organisation needs a countersigned instrument on file, write to info@triagemethod.com from your billing contact address and we will exchange signatures on this version, together with the DPA.