Terms of use.

These Terms of Use (“Terms”) govern access to and use of Qyro’s healthcare quality and compliance management software platform (the “Platform”) and any related documentation, and the provision of professional, consultancy and ancillary services by Qyro Ltd (“Qyro”, “we”, “us”).

These Terms apply between Qyro and the customer or client entity using the Platform or receiving Services (“Customer” or “Client”). If you are entering into these Terms on behalf of an organisation, you confirm you have authority to bind that organisation.

Last updated: 6 January 2026.

Capitalised terms have the meanings set out in these Terms or in an applicable Order Form, statement of work (“SOW”), or similar document agreed between the parties (together, the “Agreement”).

• Affiliate: an entity that controls, is controlled by, or is under common control with a party.
• Ancillary Services: implementation, configuration, data migration, consulting, training, regulatory, quality or clinical safety services.
• Business Day: a day other than a Saturday, Sunday or public holiday in England.
• Customer Data: data inputted by or on behalf of the Customer into the Platform.
• Documentation: user guides, manuals and supporting materials relating to the Platform.
• Effective Date: the earlier of the date in an Order or first access to the Platform.
• Fees: fees payable for subscriptions and/or Services as set out in the Order/SOW.
• Services: Platform subscription services, support services and/or Ancillary Services.
• User: an individual authorised by the Customer to access the Platform.

Subject to payment of Fees and compliance with this Agreement, Qyro grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for its internal business purposes during the Term, in accordance with the Documentation and the applicable Order.

The Customer is responsible for keeping User credentials secure and for all activity performed using its accounts. User accounts may not be shared.

Restrictions

• Do not resell, sublicense, lease or make the Platform available to third parties.
• Do not reverse engineer, decompile, disassemble or attempt to access source code (except as permitted by law).
• Do not scrape, trawl, mine, frame or mirror the Platform using automated or manual means.
• Do not upload malware or otherwise interfere with Platform operation or security.
• Do not use the Platform unlawfully or in a manner that violates any published policies.
• Do not conduct penetration testing or benchmarking without Qyro’s prior written consent.

Qyro may provide Ancillary Services on a project, ad hoc, capped budget or retainer basis as agreed in an Order or SOW. There is no obligation on the Customer to provide work, and no obligation on Qyro to accept work requests outside what is agreed.

Examples of Ancillary Services

• Platform implementation, configuration and enablement.
• Quality management and regulatory compliance support (e.g. ISO 13485, ISO 9001, IEC 62304).
• Clinical safety and safety risk management support (e.g. DCB0129/clinical safety case documentation).
• Training for individuals and teams on governance, compliance and quality processes.
• Provision of suitably qualified personnel on a retainer basis where agreed in writing.

Services may be delivered by Qyro personnel or subcontractors. Qyro remains responsible for performance in accordance with this Agreement.

The Customer remains solely responsible for the safe development, validation, deployment, implementation, maintenance and retirement of its products and services, and for meeting applicable legal, regulatory and standards requirements. Qyro provides tools, advice and deliverables at the Customer’s request, but does not assume the Customer’s legal or clinical accountability.

Fees are as set out in the applicable Order or SOW. Unless otherwise agreed, subscription fees are invoiced in advance and Ancillary Services are invoiced monthly in arrears. Invoices are payable within the period stated on the invoice.

All Fees are exclusive of VAT and other applicable taxes. Qyro may charge interest on overdue amounts at the maximum rate permitted by law and recover reasonable costs incurred in collecting unpaid amounts.

All intellectual property rights in the Platform, Documentation, enhancements and underlying systems belong to Qyro or its licensors. Rights in the Platform are licensed, not sold.

Pre-existing Qyro materials, templates, methodologies and systems remain Qyro’s intellectual property even where adapted for the Customer. Customer-specific deliverables created exclusively for the Customer may vest in the Customer where agreed, subject to Qyro retaining rights in underlying know-how.

The Customer may not reuse, distribute, provide, sell or otherwise commercialise Qyro proprietary materials outside its own internal compliance needs without Qyro’s prior written consent.

Each party will comply with applicable data protection laws, including UK GDPR and the Data Protection Act 2018. Where Qyro processes personal data on behalf of the Customer through the Platform or Services, the Customer is the data controller and Qyro is the data processor.

Customer Data remains the property of the Customer. Qyro may use anonymised or aggregated technical or usage data to maintain, improve and operate the Platform, provided it does not identify the Customer or individuals.

For more information, please see our Privacy Notice.

Qyro warrants that Services will be performed with reasonable skill and care and that the Platform will perform in material conformance with its Documentation. Except as expressly stated in this Agreement, the Platform and Services are provided “as is” and “as available”.

Qyro does not guarantee that the Platform will be uninterrupted or error-free and is not responsible for issues caused by Customer Data, Customer systems, or third-party services or data sources.

This Agreement starts on the Effective Date and continues for the initial subscription term set out in the Order (the “Initial Term”). Unless otherwise stated, it will renew for successive renewal periods unless either party gives notice in accordance with the Order.

Either party may terminate this Agreement for material breach not remedied within 30 days after written notice.

Suspension

Qyro may suspend access to the Platform if it reasonably determines that the Customer is in breach of this Agreement, has failed to pay undisputed amounts when due, or where suspension is necessary to prevent or mitigate security, legal or operational risk.

On termination, access to the Platform ends and the Customer must cease use of the Platform and destroy any copies of Documentation in its possession or control.

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

Subject to the above, Qyro shall not be liable for indirect or consequential losses, including loss of profits, loss of business, loss of goodwill, or loss or corruption of data.

Qyro’s total aggregate liability arising under or in connection with this Agreement shall not exceed the Fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim.

Each party may receive Confidential Information from the other. “Confidential Information” means any information of a confidential nature, whether marked as such or that should reasonably be understood to be confidential, including business, technical, financial, customer, product, pricing and security information.

The recipient shall keep Confidential Information confidential, use it only for purposes of this Agreement, and disclose it only to personnel who need to know and who are bound by confidentiality obligations.

Confidentiality obligations survive termination for at least five (5) years, and for trade secrets, for so long as the information remains a trade secret under applicable law.

The Platform and Services support quality management, regulatory compliance and governance activities. They do not replace professional judgement, clinical decision-making or regulatory responsibility. The Platform is not intended to diagnose, treat or prevent disease, and Qyro does not provide medical advice.

The Platform evolves over time. Qyro may update, modify or enhance the Platform, provided such changes do not materially reduce core functionality during a paid subscription term. Qyro is not obligated to deliver any specific future features unless expressly agreed in writing.

The Platform may include third-party or open-source software components. Those components are subject to their applicable licence terms. Qyro disclaims liability arising from third-party software except to the extent required by law.

Qyro may include the Customer’s name and logo in customer lists and marketing materials to identify the Customer as a Qyro customer, unless the Customer notifies Qyro in writing that it objects.

Qyro acts as an independent contractor. Nothing in this Agreement creates a partnership, employment or agency relationship.

Qyro will comply with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010.

The Customer represents and warrants that it will comply with all applicable export control, trade sanction and embargo laws and will not use the Platform in violation of such laws.

• Assignment: Neither party may assign this Agreement without the other’s consent, except to an Affiliate or successor in a merger or sale of assets.
• Force majeure: Neither party is liable for failure or delay due to events beyond reasonable control (except payment obligations).
• Severability: If any provision is invalid, the remainder continues in effect.
• Waivers: Any waiver must be in writing and is not a waiver of future breaches.
• Entire agreement: This Agreement supersedes all prior agreements relating to its subject matter.
• Governing law: England and Wales. The courts of England and Wales have exclusive jurisdiction.