Phial Subscription Agreement
Licence terms
Last updated 22 August 2026
This agreement is between General Practice Software Solutions Ltd, registered in England and Wales with company number 05529960 (the “Company”), and the organisation on whose behalf the Service is accessed (the “Customer”). By clicking to accept this agreement when the Customer is first set up on Phial, or by accessing or using the Service, the Customer agrees to these terms. The person who clicks to accept confirms that they are authorised to enter into this agreement on the Customer’s behalf. The sites covered, the annual subscription fee and the start date are as agreed between the Customer and the Company in writing (including by email).
1. The service and licence
1.1Phial is a web-based stock, expiry and fridge-temperature management service (the “Service”). The Company grants the Customer a non-exclusive, non-transferable right, for the duration of this agreement, for the Customer’s staff to access and use the Service for the Customer’s internal operations at the sites agreed between the parties.
1.2The Customer may invite as many of its own staff as it wishes at no additional charge. The Customer will ensure its staff keep their sign-in credentials secure and comply with this agreement, and is responsible for their use of the Service.
1.3The Customer must not: resell or make the Service available to any third party; copy or attempt to extract the software behind the Service; attempt to gain unauthorised access to the Service or test its security without the Company’s prior written consent; or use the Service for any unlawful purpose.
1.4The Service is a stock-management system, not a clinical records system. The Customer must not enter any patient or service-user data into the Service, including in free-text fields.
2. Fees and payment
2.1The Customer will pay the annual subscription fee agreed between the parties, invoiced annually in advance and payable by bank transfer within thirty days of the invoice date. Fees are exclusive of VAT, which will be added where applicable.
2.2The Company may revise the fee with effect from a renewal date by giving the Customer at least sixty days’ written notice. If the Customer does not wish to renew at the revised fee, it may cancel under clause 3.2.
2.3If an invoice remains unpaid thirty days after its due date, the Company may, on seven days’ written notice, suspend access to the Service until payment is received. Suspension does not affect the Customer’s obligation to pay.
2.4Adding a branch site during a subscription year is charged pro rata for the remainder of that year.
3. Term and renewal
3.1Unless a trial period applies under clause 3.6, this agreement starts on the date the Customer accepts it, or any other start date agreed between the parties, and runs for an initial term of twelve months. It then renews automatically for successive twelve-month periods.
3.2Either party may cancel with effect from the end of the initial term or any renewal period by giving at least thirty days’ written notice before that period ends.
3.3Either party may terminate immediately by written notice if the other commits a material breach which (where capable of remedy) is not remedied within fourteen days of being notified of it, or becomes insolvent.
3.4The Company may withdraw the Service permanently if it has a reasonable business reason to do so, for example because it decides to stop offering Phial commercially or can no longer sustain it. The Company will give the Customer as much written notice as is reasonably practicable, and this agreement ends on the date the withdrawal takes effect.
3.5If the Service is withdrawn under clause 3.4, no further fees fall due, but fees already paid are not refundable in whole or in part, including for any part of a subscription period that has not yet run. The Customer keeps the right to export its data under clause 7.2, and the thirty days in that clause run from the date the Service ends.
3.6Where the Company offers the Customer a trial, this agreement applies in full from the date the Customer accepts it: the Customer’s responsibilities, and its liability for any breach or incident during the trial, are the same as if the trial were a paid period. No fees are payable during the trial period (thirty days, unless the Company notifies a different length when the Customer is set up), and either party may end this agreement during the trial by written notice, with immediate effect and nothing to pay.
3.7The initial term in clause 3.1 begins, and the annual subscription fee becomes payable, only when the Customer confirms in writing (including by email) that it wishes to subscribe, or pays the Company’s first invoice. If the Customer has done neither by the end of the trial period, this agreement ends when the trial ends. Clause 7.2 (data export) applies to any ending under this clause.
4. Service availability and support
4.1The Company will provide the Service with reasonable skill and care and will use reasonable endeavours to make it available at all times, but does not guarantee that it will be uninterrupted or error-free. The Company will schedule planned maintenance outside normal UK business hours where reasonably practicable.
4.2Support is provided by email during normal UK business hours. The Company will use reasonable endeavours to respond to support requests within one business day.
4.3The Company may improve or modify the Service, provided it does not materially reduce its core functionality during a paid subscription period.
5. Customer responsibilities
5.1The Customer is responsible for the accuracy of the information its staff enter into the Service, including stock counts, expiry dates and temperature readings.
5.2The Service supports, but does not replace, the Customer’s own professional and regulatory responsibilities, including medicines management, cold-chain management and compliance with the requirements of the Care Quality Commission or any other regulator. Decisions about ordering, using or disposing of stock remain the Customer’s alone.
6. Data protection and security
6.1The personal data processed by the Service is limited to the Customer’s staff account details (name, work email and, optionally, mobile number) and records of actions staff take in the Service. Each party will comply with applicable data protection law, including UK GDPR, in relation to that data.
6.2The Company will implement and maintain appropriate technical and organisational measures to protect Customer data, will notify the Customer without undue delay on becoming aware of a personal data breach affecting the Customer’s data, and will provide reasonable assistance with the Customer’s own regulatory obligations arising from it.
6.3The Company uses reputable third-party providers to host and operate the Service (currently including Supabase for the database, Vercel for the application, and Resend for email delivery) and will remain responsible for their handling of Customer data. An up-to-date list is available on request.
7. Data ownership and export
7.1All data entered into the Service by the Customer or its staff belongs to the Customer. The Company may use it only to provide and support the Service, and may use anonymised, aggregated statistics that do not identify the Customer or any individual to improve the Service.
7.2The Customer may export its data from the Service at any time. For thirty days after this agreement ends, the Company will, on request, provide the Customer’s data in a commonly used electronic format, after which the Company may delete it.
7.3All intellectual property rights in the Service remain with the Company.
8. Liability
8.1Neither party is liable to the other for loss of profits, loss of business, or any indirect or consequential loss arising in connection with this agreement.
8.2The Company’s total liability to the Customer in connection with this agreement, however arising, is limited to the fees paid by the Customer in the twelve months before the event giving rise to the claim.
8.3Nothing in this agreement limits liability for fraud, or for death or personal injury caused by negligence, or any other liability that cannot lawfully be limited.
9. General
9.1Each party will keep confidential the other’s non-public information obtained in connection with this agreement and use it only for the purposes of this agreement.
9.2Neither party may assign this agreement without the other’s written consent, except that the Company may assign it to a successor of its business on written notice.
9.3This agreement is the entire agreement between the parties in relation to the Service and may be varied only in writing agreed by both parties. Notices may be given by email to the addresses each party notifies to the other.
9.4This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it.