Glossary

A · B · C · D · E · F · G · I · L · M · N · P · R · S · T · W

A

Acceptance Tests

The tests Larchpay runs before the app goes live. They need three test pay runs with correct results, a report accepted by HMRC's test service, and Tressick's brand, never Larchpay's, in every place Schedule 6 lists. A failure Tressick lists in writing in time holds up go-live. Agreement, Schedule 1, paragraph 3 · Chapter 3 · see Go-Live Date, Branding Requirements

Active Employee

In any month, “a person whom an End Customer pays through the Service at least once in that month”. Tressick pays the Wholesale Fee for each one. A café worker paid every week still counts once a month. Agreement 1.1, “Active Employee” · Chapter 7 · see Wholesale Fee

Availability Service Level

Larchpay's main promise in Schedule 3: at most 4 hours of unplanned downtime a month. Planned maintenance is left out, and so is downtime caused by Tressick, its domain, an End Customer's own systems or connection, or an event that clause 16.1 excuses. Agreement, Schedule 3, paragraph 1 · Chapter 6 · see Service credit, Force majeure

B

Branding Requirements

Schedule 6, the list of every place where Tressick's brand must show and Larchpay's must not. It covers the web address, the login page, the browser tab, every screen, error pages, payslips and their file names, and every email the app sends. The Acceptance Tests check each place. Agreement, Schedule 6 · Chapter 3 · see Partner Brand, Acceptance Tests

C

Change of control

A new owner taking charge of a company, through shares, votes, its articles or an agreement. If a payroll software rival takes control of Tressick, clause 14.5 lets Larchpay end the Agreement on 3 months' notice. Larchpay must give it within 3 months after it learns of the takeover. Agreement 14.5 · Chapter 10 · see Exit Period

Channel conflict

A maker's own sales competing with a partner that sells its product. Larchpay keeps selling its own app to anyone (clause 2.3), so a café could buy the same software from either company. Clause 11 is the compromise. Agreement 2.3 · Chapter 2 · see Non-solicitation, Exclusivity

Controller

The business that decides why personal data is used and how. Each End Customer is the controller of its employees' payroll data, because the payroll is its own. Only the controller reports a breach to the ICO or answers an employee's request. Agreement 7.1 · Chapter 5 · see Processor, Sub-processor

D

Disaster Recovery Plan

Larchpay's written plan for restoring the app and its data after a serious failure (clause 5.5). Larchpay tests it every year and backs the data up daily to a second place in the UK. Force majeure never excuses a failure that the plan, properly followed, would have prevented. Agreement 5.5 · Chapter 6 · see Force majeure

E

End Customer

In the Agreement, “a business that contracts with the Partner to use the Service for its own payroll”. Each one is a small employer, such as a café, that buys Tressick Payroll. It contracts with Tressick alone and has no contract with Larchpay. Agreement 1.1, “End Customer” · Chapter 1 · see Minimum End Customer Terms

End Customer Data

“The personal data of End Customers' current and former employees held in or processed through the Service.” It covers identity, bank, pay, tax, pension and absence details, sickness included. Each End Customer is the controller of its own employees' data. Agreement 1.1, “End Customer Data” · Chapter 5 · see Controller

Exclusivity

Tressick's one-year head start over rival HR consultancies. Until 31 May 2027, Larchpay may not let any HR consultancy for small UK employers sell the app under its own brand. Tressick loses this for good if any Fees are more than 30 days overdue. Agreement 11.1 · Chapter 8 · see Non-solicitation

Exit Period

The run-off of up to 6 months after the Agreement ends, when Larchpay keeps the app running for End Customers already using it. Tressick chooses its length in writing and pays only the Wholesale Fee. Then come the final export and deletion. Agreement 15.1 · Chapter 10 · see Export

Export

A copy of the data in a form that other software can read, so a new supplier can load it. Larchpay gives one within 10 Working Days of Tressick asking. After the Exit Period it gives a final export of all End Customer Data, for every tax year. Agreement 15.3 · Chapter 10 · see Exit Period

F

First-line support

The help desk that users contact first. Under clause 6.1 Tressick gives it: End Customers call Tressick, which answers what it can and reports other faults to Larchpay. Larchpay gives second-line support, to Tressick only, so End Customers never deal with Larchpay. Agreement 6.1 · Chapter 6 · see Availability Service Level

Force majeure

A clause excusing failures caused by events beyond a party's reasonable control. Clause 16.1 never excuses unpaid Fees, or a failure the Disaster Recovery Plan would have prevented. If such an event stops the app for more than 30 days in a row, Tressick may end the Agreement at once. Agreement 16.1 · Chapter 6 · see Disaster Recovery Plan

G

Go-Live Date

The day the app goes live: the day Tressick confirms in writing that the Acceptance Tests have passed. If Tressick sends neither a confirmation nor a list of failures within 10 Working Days after a run, the tests count as passed. The app went live on 1 June 2026. Agreement 5.2 · Chapter 3 · see Acceptance Tests

I

Indemnity

A promise to cover the other side's losses from a stated kind of claim. Larchpay covers claims that the app copies someone's software (clause 13.1). Tressick covers claims about its brand, and any End Customer's claim, except so far as Larchpay's breach caused it. Agreement 13.2 · Chapter 9 · see Liability cap

L

Liability cap

The most a party can be made to pay. Clause 13.3 sets one cap for all claims together: £100,000 or, if more, the Fees for the 12 months before the event behind the first claim. Data and indemnity claims share a separate £500,000 cap. Agreement 13.3 · Chapter 9 · see Indemnity

M

Minimum End Customer Terms

The six terms, listed in Schedule 5, that Tressick must put in every End Customer's contract. They protect Larchpay, which has no contract with End Customers. They cover data, own payroll only, no higher service levels, limited liability, no rights in the software, and a move if Tressick stops. Agreement, Schedule 5 · Chapter 4 · see End Customer

Minimum Fee

The Agreement's name for the monthly minimum: from month 7, Tressick pays each month the higher of that month's Wholesale Fees and £3,000. In month 7, 1,200 employees at £2 is £2,400, so Tressick pays £3,000. The Exit Period has no minimum. Agreement, Schedule 2, paragraph 3 · Chapter 7 · see Wholesale Fee

N

Non-exclusive right

A right that leaves the giver free to give the same right to others and to use it itself. Tressick's right to sell the app is non-exclusive. So Larchpay still sells its own app direct and may sign up other partners, within the limits of clause 11. Agreement 2.1 · Chapter 2 · see Channel conflict, Exclusivity

Non-solicitation

A promise not to go after the other side's clients. Under clause 11.3, Larchpay may not market its own app to Tressick's End Customers during the Term or for 12 months after it ends. It may still deal with a business that approaches it unasked. Agreement 11.3 · Chapter 8 · see Exclusivity, Channel conflict

P

Partner Brand

“The name TRESSICK PAYROLL, the Partner's application to register it as a UK trade mark, and the Partner's other names, logos and colours for the Service.” Tressick owns it, with its goodwill. Larchpay may use it only to brand, host and support the app. Agreement 1.1, “Partner Brand” · Chapter 3 · see Trade mark licence, Branding Requirements

Personal data breach

A security failure that lets personal data be lost, changed or seen by someone who should not see it, such as a payslip emailed to the wrong address. Larchpay and then Tressick each pass it on within 24 hours. The End Customer decides whether to tell the ICO. Agreement 7.6 · Chapter 5 · see Controller

Processor

A business that handles personal data for a controller and on its behalf, only on its instructions. Tressick is each End Customer's processor, because End Customers buy Tressick Payroll from Tressick. A processor that uses the data for its own ends becomes a controller for that use. Agreement 7.1 · Chapter 5 · see Controller, Sub-processor

R

Recommended retail price

A price a supplier suggests and the reseller is free to ignore. Clause 8.3 lets Larchpay recommend one, but never require or pressure Tressick to charge it or any minimum price. Pressure or rewards would turn it into a minimum price. Agreement 8.3 · Chapter 8 · see Resale price maintenance

Resale price maintenance

A supplier fixing the lowest price a reseller may charge. It is a hardcore restriction: it takes the whole Agreement outside the Vertical Agreements Block Exemption Order 2022 and risks a fine. Spot any request for one and pass it up to your supervisor. Chapter 8 · see Recommended retail price

Root-cause report

Larchpay's written report on what caused the downtime and what it has done to stop it happening again. Schedule 3 requires one within 10 Working Days after any month with more than 4 hours of unplanned downtime. Agreement, Schedule 3, paragraph 4 · Chapter 6 · see Availability Service Level

S

SaaS

Short for “software as a service”: software used online for a monthly fee. The maker hosts and updates it, and customers log in to it instead of getting a copy. Larchpay's payroll app is SaaS. Chapter 1 · see White label

Service credit

A sum taken off Tressick's next invoice when the app is down too long. Each started hour of unplanned downtime above 4 in a month earns £300, up to £3,000 and never more than that month's Fees. Credits are Tressick's only money remedy for downtime (clause 13.5). Agreement, Schedule 3, paragraph 3 · Chapter 6 · see Availability Service Level

Set-up fee

The one-off £20,000 that Tressick pays for building Tressick Payroll. Half was invoiced at signing and half on the Go-Live Date, so Larchpay had a reason to finish on time. Agreement, Schedule 2, paragraph 1 · Chapter 7 · see Go-Live Date

Subject access request

An employee's request to her employer for a copy of her data and what it does with it. The End Customer answers, within one month. Larchpay helps within 5 Working Days of Tressick asking, and never answers itself. Agreement 7.7 · Chapter 5 · see Controller

Sub-processor

The Agreement defines “Sub-Processors” as “the sub-processors named in paragraph 3 of Schedule 4 and any new or replacement sub-processor that the Provider appoints under clause 7.4; and ‘sub-processor’ means a processor engaged by another processor”. Larchpay is Tressick's sub-processor. Schedule 4 names Strathbeck Hosting and Quillsend. Agreement 1.1, “Sub-Processors” · Chapter 5 · see Processor

T

Trade mark licence

Tressick's permission for Larchpay to use its brand. Clause 3.1 grants it royalty-free, only to brand, host and support the app. It has effect only in writing signed by or for the owner, so it works while TRESSICK PAYROLL is still only an application. Agreement 3.1 · Chapter 3 · see Partner Brand

W

White label

Software made by one company and sold by another under the seller's own brand. The customer sees only the seller's name. Here Larchpay makes the payroll app, and Tressick sells it as Tressick Payroll while Larchpay hosts, mends and updates it. Chapter 1 · see SaaS

Wholesale Fee

The price Tressick pays Larchpay, before adding its own margin: £2 for each Active Employee a month, from month 1. Tressick charges £5, so it keeps £3. In the Exit Period it is the only fee. Agreement, Schedule 2, paragraph 2 · Chapter 7 · see Active Employee, Minimum Fee

Working Day

In the Agreement, “a day, other than a public holiday in England, on which banks in London are open for business”. So weekends and public holidays are left out. Many deadlines use Working Days, such as the 10 that Tressick has to check a test run. Agreement 1.1, “Working Day” · Chapter 3 · see Go-Live Date