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Policy | Family 2, Legal & Contractual
A hospital moving its operation onto Pensieve is making a decade-long decision on a twelve-month contract. The reasonable fear is that the price rises once the hospital cannot leave.
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POL-GL-065 | Version 1.0.0 | Effective 01 August 2026 | Last Modified On 01 August 2026
A hospital moving its operation onto Pensieve is making a decade-long decision on a
twelve-month contract. The reasonable fear is that the price rises once the hospital cannot leave.
This Policy is the answer. It states when a price can change, by how much, on what notice, and what the hospital may do about it. The governing commitment is one sentence:
A Platform Fee changes only at a renewal, only by the formula recorded on the Order Form, and never by more than the cap recorded on the Order Form, and where Pensieve proposes more, the hospital may leave without penalty.
Everything below is the detail of that sentence. Actual figures are commercial and live on the Order Form
(ORD-GL-001); this Policy governs the mechanism, not the number.
| Deployment model | How this Policy applies |
|---|---|
DM-1 Dedicated |
In full. |
DM-2 Shared |
In full. |
DM-3 Customer Cloud |
In full for Pensieve's charges. The hospital pays its own cloud provider directly and Pensieve has no control over, and takes no margin on, that bill (see 6). |
DM-4 On-Premise |
In full for Pensieve's charges. Hardware, facilities and third-party licence costs are the hospital's own and are outside this Policy. |
The commercial structure is a three-part tariff, defined in ORD-GL-001 and ADD-GL-019. Each part behaves
differently on price.
| Charge | When paid | Can it change during a term? | Can it change at renewal? |
|---|---|---|---|
| Deployment and Activation Fee | Once, on signature | No. It is fixed on the Order Form and is not repeatable for the same site. | It does not recur. A new site under a new Order Form carries its own. |
| Platform Fee | Recurring, at Deal platform fee frequency |
No. See 2 | Yes, by formula only. See 3 |
| Value Share | In arrears, on measured value above the Threshold | It is not a price; it is a computation under ADD-GL-019 and moves only as measured value moves |
The rates do not change. The Threshold moves with the Platform Fee. See 5 |
1.1 Chargeable work under SLA-GL-001 clause 12.4 is priced at the rates on the Order Form. Those rates
are subject to the same escalation formula and the same cap as the Platform Fee, and change at the same
time. They are not adjusted separately.
2.1 The Platform Fee is fixed for the whole of the term recorded on the Order Form. It does not move because Pensieve's costs move, because the hospital's usage grows, because more users are added, because more departments go live, or because the hospital's revenue increases.
2.2 Adding does not reprice. Adding a department, a specialty, a ward, a report, a workflow or an
Authorised User is included at no charge (ORD-GL-001 I.4). Pensieve does not sell seats.
2.3 Crossing a size boundary does not reprice mid-term. Where the licensed bed count exceeds the next segment boundary by more than ten per cent for two consecutive quarters, the Platform Fee is repriced at the next renewal, at the published band difference, pro-rated, never mid-term, and never retrospectively.
2.4 A new site is a new Order Form, not a repricing of the existing one, and is added under the same
MSA-IN-001, DPA-GL-001 and SLA-GL-001.
2.5 The three exceptions. The Platform Fee may change mid-term only where:
2.5.1 the Parties agree it in a Change Order (ADD-GL-015), that is, the hospital has asked for
something;
2.5.2 a tax changes, in which case the change is passed through at cost with no margin: see 6; or
2.5.3 the hospital has materially breached the Order Form's usage basis, in which case POL-GL-057
and the Order Form govern, and Pensieve raises it as a commercial matter rather than issuing a larger
invoice.
There is no fourth exception, and none may be created by a Support Center article, an e-mail or an invoice.
3.1 The formula is on the Order Form. The escalation formula, Deal escalation formula, and the
cap, are recorded on the Order Form before signature. Pensieve does not sign an Order Form without both.
3.2 It is a formula, not a right to vary. Pensieve does not have discretion to set a renewal price. It computes the formula, shows its working, and the result is the price. Where the formula produces a smaller increase than Pensieve would like, the smaller increase applies.
3.3 The index is published and verifiable. Where the formula references an inflation index, Pensieve states the index, its source, the reference period and the published value used, in the renewal notice. The hospital can reproduce the arithmetic. Where the index has been rebased or discontinued, Pensieve uses the official successor and says so; it does not substitute an index of its own choosing.
3.4 The cap is absolute. The escalated Platform Fee never exceeds the cap on the Order Form, whatever the index has done.
3.5 Escalation is not compounding beyond the cap. Each renewal escalates from the Platform Fee for the expiring term. Pensieve does not carry forward an increase it chose not to take in an earlier year and apply it later.
3.6 An increase above the cap requires the hospital's agreement, and carries an exit. Pensieve may
propose a Platform Fee above the cap only in a renewal notice that says so plainly. The hospital may then
either agree it in a Renewal Order Form (ADD-GL-016) or terminate with effect from the end of the
then-current term by notice within thirty (30) days of the notification (MSA-IN-001 5.3).
No exit fee, no acceleration, and full exit assistance under WPR-GL-400 and ADD-GL-018.
3.7 Discounts and their conditions. Every discount on the Order Form records the condition it depends
on: term length, prompt payment, reference consent, multi-site commitment. At renewal each condition is
re-tested and shown in ADD-GL-016 Part B. A discount whose condition is no longer satisfied falls
away; that is not a price increase and is not counted against the cap. A discount whose condition is
still satisfied is carried forward without renegotiation.
3.8 Pensieve does not price-discriminate at renewal on switching cost. Renewal pricing is computed the same way for a hospital that could leave easily and a hospital that could not. This is a statement of policy, and it is testable: see 9 T-3.
4.1 Terms renew automatically for a further period equal to the expiring term, under MSA-IN-001
5.2, unless either Party gives notice of non-renewal Deal notice period days days before
the end of the term. Automatic renewal exists so that a hospital's clinical operation is never interrupted
by a procurement calendar.
4.2 The renewal notice comes first. Pensieve notifies the Renewal Term Platform Fee at least sixty
(60) days before the renewal date (ORD-GL-001 I.3), using the price-change notice
(NTC-GL-009). The notice states the current fee Notice price current fee, the new fee
Notice price new fee, the basis Notice price basis, the working, and the effective date
Notice price effective date.
4.3 The hospital always has time to react. Pensieve's notice period for a price change is longer than the hospital's notice period for non-renewal. A hospital therefore never learns the new price after the date on which it could have declined it. Where Pensieve is late with the renewal notice, the expiring Platform Fee continues until sixty days after the notice is actually given.
4.4 Nothing changing needs no paperwork. Where the term simply rolls at the escalated Platform Fee, no
document is signed. ADD-GL-016 is used where the fee, term, scope, sites or Value Share arrangement
changes, or where the hospital wants the renewal recorded expressly.
4.5 Non-renewal by Pensieve. Pensieve may decline to renew on the same Deal notice period days
days' notice. Where it does, it says why, and the exit obligations in ADD-GL-017, ADD-GL-018 and
WPR-GL-400 apply in full. Pensieve does not use non-renewal as a repricing lever: a hospital told that
its renewal is at risk unless it accepts a higher price is entitled to treat that as a breach of this
Policy and escalate under POL-GL-056 4 to E-5.
4.6 Auto-renewal is disapplied where the law requires it. In markets where automatic renewal of a
business contract is restricted or requires express opt-in, the Order Form for that market records an
express renewal instead. Customer jurisdiction governs which applies.
This is the clause hospitals miss, and it works in the hospital's favour.
5.1 Under ADD-GL-019, Value Share is charged on measured value above a Threshold equal to the annual
Platform Fee, at marginal rates.
5.2 When the Platform Fee escalates, the Threshold escalates with it. More measured value is retained by the hospital before any Value Share arises. Pensieve does not escalate the Platform Fee and hold the Threshold down.
5.3 The marginal rates in ADD-GL-019 do not change at renewal. Changing them requires a signed
ADD-GL-016 recording the change expressly.
5.4 The Value Share cap, floor and collar on the Order Form are re-expressed as multiples of the escalated Platform Fee, not as fixed amounts, unless the Order Form says otherwise.
5.5 Where the value term has run down and a Converted Value Fee applies under ADD-GL-019
13.5, it is recorded in ADD-GL-016 Part D and thereafter escalates as part of the recurring
charge, under the same formula and the same cap.
6.1 Taxes are additional and are passed through at cost. All fees are exclusive of tax. Where a rate changes, or a new tax or levy applies, the change is applied from its statutory effective date, at cost, with no margin and no handling charge. Pensieve identifies the tax and its statutory instrument on the invoice.
6.2 Withholding. Where the hospital is required to withhold tax, the treatment is on the Order Form and
in MSA-IN-001. A change in withholding law is not a price change.
6.3 Currency. The Order Form records Deal currency. Pensieve does not adjust an agreed price for
exchange-rate movement during a term. Where a renewal is in a different currency by agreement, the
conversion basis and date are stated in ADD-GL-016.
6.4 Third-party pass-through. Where the Order Form records a charge that Pensieve passes through, such as a gateway fee, an SMS charge, an escrow agent's fee, it is passed at cost, with the supplier's own change notice attached. Pensieve does not mark up a pass-through.
6.5 DM-3 cloud costs. The hospital contracts with and pays its own cloud provider. Pensieve does not
resell, mark up or take a rebate on that spend, and a change in the cloud provider's prices is not a change
in Pensieve's price. Pensieve will tell the hospital when a change Pensieve is making will move that bill.
7.1 A change to Pensieve's published list pricing does not change the price of any Order Form already signed. Existing hospitals are priced from their Order Form and this Policy, not from the current list.
7.2 A published price is honoured for any quotation issued while it was published, for the validity period stated on that quotation.
7.3 Pensieve does not publish a price it will not honour, and does not operate an undisclosed early-signature premium.
8.1 Refunds, credits and Service Credits are governed by POL-GL-063. This Policy governs the price
going up; that one governs money coming back.
8.2 Withdrawal of a capability is governed by POL-GL-064, and where a capability the hospital is using
is withdrawn without an equivalent successor, POL-GL-063 5 provides for a proportionate
reduction. Pensieve does not reduce what is delivered while holding the price.
8.3 This Policy does not create a right to a price reduction because the hospital's usage falls.
Reductions in scope are handled by ADD-GL-015 and, at renewal, by ADD-GL-016.
8.4 This Policy is not affected by a change of control of Edsol Edtech Pvt. Ltd.. The cap and formula
on the Order Form survive; DIS-GL-407 covers the wider continuity position.
| # | Testable statement | Evidence |
|---|---|---|
| T-1 | Every signed Order Form records an escalation formula and a cap | Order Form register; sampled at 100% until ten Order Forms exist |
| T-2 | Every renewal notice issued at least 60 days before the renewal date | Notice log with issue timestamps against renewal dates |
| T-3 | The same formula produces the notified fee for every hospital in a renewal cycle | Recomputation of every renewal notice against the recorded index value |
| T-4 | No mid-term Platform Fee change exists without a Change Order or a tax instrument | Invoice-to-Order-Form reconciliation, quarterly |
| T-5 | Every Value Share Threshold equals the then-current annual Platform Fee | ADD-GL-019 computation annexures |
| T-6 | No pass-through charge carries a margin | Supplier invoice matched to the line charged |
| T-7 | Where a renewal notice was late, the old fee continued | Notice log against invoice history |
9.1 Failures of T-2 and T-7 are corrected in the hospital's favour without the hospital having to ask.
10.1 This Policy is reviewed annually under POL-GL-502.
10.2 A change to this Policy does not change any Order Form already signed. The version of this Policy in force at signature governs that Order Form for its term, and the current version applies from the next renewal, with the renewal notice identifying the version applied.
10.3 Material changes are notified to Customers at least sixty (60) days before they take effect.
| Document | Relationship |
|---|---|
ORD-GL-001 Order Form |
Records the fees, the escalation formula, the cap and the discount conditions |
ADD-GL-016 Renewal and Expansion Order Form |
The instrument used where anything changes at renewal |
ADD-GL-019 Value Measurement and Attribution Framework |
Value Share rates, Threshold, cap, floor and computation |
ADD-GL-015 Change Order |
The only route to a mid-term change the hospital has asked for |
MSA-IN-001 Master Services Agreement |
Automatic renewal, non-renewal notice, and the above-cap exit right |
NTC-GL-009 Price Change Notice |
The notice instrument and its required contents |
POL-GL-063 Refund, Credit and Service Credit Policy |
Money coming back |
POL-GL-064 Product End-of-Life and Deprecation Policy |
Withdrawal of a capability, and the reduction that follows |
POL-GL-056 Support Policy and Escalation Matrix |
How to escalate a renewal-pricing dispute |
FIN-IN-007 Recurring Billing Schedule |
How the recurring charge is actually raised |
DIS-GL-407 Business Failure Continuity Plan |
What survives a change of control or a wind-down |
| Version | Date | Author | Summary |
|---|---|---|---|
| 1.0.0 | 2026-08-01 | Founder / Pensieve Labs | First published version. Fixes the Platform Fee for the term with three narrow exceptions, makes renewal escalation formula-and-cap only with published index working, gives an unconditional exit where Pensieve proposes above the cap, states that the Value Share Threshold escalates with the Platform Fee, requires the old fee to continue where Pensieve is late with notice, forbids margin on pass-through and on DM-3 cloud spend, and lists seven testable statements. |
POL-GL-065 v1.0.0 | Last Modified On 01 August 2026 | Review due
31 July 2027 | Published at https://trust.pensievelabs.org