Lennox Hill Licence Agreement

By clicking “Yes” next to the “I have read the Lennox Hill Licence Agreement and agreed to it” statement displayed as part of the free trial registration or the ordering process, you agree to the following terms and conditions (“Agreement”) governing your use of Lennox Hill’s isoTracker online service (“Service”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not select the “I have read and agreed” check box and may not use the Service.

As part of the Service, Lennox Hill Ltd (“LHL”) will provide you with use of the Service, including a browser interface, secure access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the LHL website. In addition, we offer a 60-day free trial of our Service at no cost to you and with no further obligation from either you or LHL.

1) Grant of Licence

LHL hereby grants you a non-exclusive, non-transferable, right to use the Service, solely for your own use, as permitted by this Agreement.

You may not yourself, nor may you permit others to:

  1. licence, sub-licence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way;
  2. modify or make derivative works based upon the Service;
  3. create Internet “links” to the Service;
  4. d) reverse engineer, disassemble or de-compile the Service.

2) Term and Termination/Reduction in Number of Licences

This Agreement commences on the Effective Date and may be followed by the Trial Term during which no money is due to LHL for your use of the Service. The Trial Term may then be followed by the Initial Term in periods of one month, three months, six months or one year as agreed between you and LHL and confirmed by your payment of the Invoice. Upon the expiration of the Initial Term, this Agreement will renew for successive Renewal Terms as agreed between you and LHL at LHL’s then current fees. For the avoidance of doubt the Effective Date may also be immediately followed by the Initial Term without going through the Trial Term.

Either party may terminate this Agreement or reduce the number of Modules and/or User licences, effective only upon the expiration of the then current Licence Term.

3) Intellectual Property Ownership

LHL and its licensors, where applicable, shall own all rights, title and interests, including all related Intellectual Property Rights, in and to the LHL Technology and the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the LHL Technology or the Intellectual Property Rights owned by LHL.

4) Responsibilities

Under the terms of this Agreement you shall be required to notify LHL immediately of any unauthorized use of any password or account or any other known or suspected breach of security.

5) Privacy

You will be asked whether or not you wish to receive marketing communications from LHL from time to time which you may opt out of receiving at any subsequent time. You hereby agree, that because the Service is a hosted online application, to allow LHL to notify you of important announcements regarding the operation of the Service, whether or not you have opted out as described above. Your details shall not be passed on to third parties.

6) Payment of Fees or Charges

You shall pay all fees or charges to your account in accordance with the billing terms in effect at the time such fees or charges are due and payable. You are responsible for paying all User and Module licences ordered for the entire Licence Term, whether or not such User licences and/or Module licences are actively used. You must provide LHL with a valid purchase order or pay all fees either directly or by using the PayPal online payment service as a condition to signing up for the Service.

You may add User and/or Module licences by informing LHL accordingly who will then issue an additional Invoice for the additional licences. Added licences will be subject to the following:

  1. added licences will coincide with the pre-existing Licence Term and be pro-rated for the time remaining in the Licence Term; and
  2. the licence fee for the added licences will be the then current, generally applicable licence fee; and
  3. licences added during a billing month will be charged in full for that billing month.

LHL reserves the right to modify its fees and charges and to introduce new charges at any time and you agree that such modifications may be communicated to you by e-mail.

7) Excess Data Storage Fees

The maximum disk storage space provided to you shall be indicated on the Invoice. If the amount of disk storage required exceeds that limit, you will be charged the then-current additional storage fees. LHL will use reasonable efforts to notify you when the storage used by you reaches approximately 90% of the maximum; however, any failure by LHL to so notify you shall not affect your responsibility for such additional storage charges. LHL reserves the right to establish or modify its general practices and limits relating to storage of Customer Content or other usage elements of the Service.

8) Billing and Renewal

LHL charges and collects in advance for use of the Service. LHL will invoice you and request payment. The charge will be equal to the then current User and Module licence fees in effect during the prior month modified by any added User and/or Module licence fees. Fees for other services will be charged on an as quoted basis. LHL’s invoices shall have applicable VAT, or other taxes, added to them.

9) Non-Payment and Suspension

LHL reserves the right to suspend or terminate this Agreement and your access to the Service if your account falls into arrears. Accounts in arrears shall be subject to interest at the rate of 5% per annum above the base lending rate of Barclays Bank plc from time to time from the date which such accounts became due until the date of payment.

If you or LHL initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with Section 6 above. You agree that LHL may bill you for such unpaid fees.

LHL reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service.

10) Termination for Cause

Any breach of your payment obligations or unauthorized use of the LHL Technology or Service will be deemed a material breach of this Agreement. LHL, in its sole discretion, may terminate your access to the Service if you fail to comply with this Agreement. In addition, LHL may terminate any type of free account at any time in its sole discretion.

11) Representations & Warranties

LHL represents and warrants that the Service will perform substantially in accordance with the help documentation under normal use and circumstances.

12) Exclusion of other Warranties

Except for the express warranties contained in Section 11 above, LHL and its licensors, where applicable, give and you receive no other warranties, conditions or representations. It is your exclusive responsibility to ensure that the Service is suitable for your needs and the entire risk as to its performance is assumed by you.

13) Internet Delays

The Service may be subject to limitations, delays and other problems inherent with the use of the Internet. LHL is not responsible for any delays, damages or failures resulting from such problems.

14) Disclaimer and Limitation of Liability

In no event will LHL be liable for any direct, consequential, incidental or special damage or loss of any kind however caused. If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid and LHL becomes liable such liability will not exceed the amount actually paid by you for the Service during the preceding 12 month period.

15) Definitions

As used herein the following terms shall have the following meanings, unless the context otherwise requires:

  1. “Agreement” means these terms of use, any Invoices and any materials available on the LHL website which may be updated from time to time;
  2. “Customer Content” means any documents, data or information provided by you or generated by the Service in the course of your use of the Service;
  3. “Effective Date” means the date this Agreement is accepted by selecting the “Yes” check box presented on the screen after the words “I have read the Lennox Hill Licence Agreement and agreed to it”. Alternatively, it can the date that you and LHL have agreed is the start of the Service;
  4. “Initial Term” means the initial period during which you are obligated to pay for the Service according to the period agreed between you and LHL;
  5. “Intellectual Property Rights” means any inventions, patent applications, patents, designs, copyrights, trademarks, trade names, domain name rights, know-how and all forms of protection of a similar nature;
  6. “Invoice(s)” means the form requesting payment for the Initial Term and any subsequent Renewal Terms specifying, among other things, the number of Modules and User licences contracted for, the applicable fees, relevant taxes, the billing period, billing terms and other charges as agreed to between the parties, each such Invoice to be incorporated into and to become a part of this Agreement;
  7. “LHL Technology” means all of LHL’s proprietary technology including software, hardware, processes, user interfaces and other tangible or intangible technical material or information made available to you by LHL in providing the Service;
  8. “Licence Term(s)” means the Initial Term and any Renewal Terms during which a specified number of Users are licensed to use the Service pursuant to the Invoice(s);
  9. “Module(s)” means the document control module, the customer complaints module, the audit module, the competency testing module and any other module that in any combination make up the Services;
  10. “Renewal Term(s)” means a period or periods subsequent to the Initial Term during which you are obligated to pay for the Service according to the period or periods agreed between you and LHL;
  11. “Service(s)” means the software services, known as isoTracker, and the Modules identified during the ordering process which are developed, operated, and maintained by LHL, accessible via the Internet and to which you are being granted access under this Agreement;
  12. “Trial Term” means the 60-day free trial period and, as agreed by LHL, any extensions to such free trial period during which no money is due to LHL for use of the Service and no payment details shall be requested by LHL;
  13. “User(s)” means your employees or your representatives who are authorized to use the Service and have been supplied user identifications and passwords by you or by LHL.

16) General

  1. This Agreement may not be assigned by you without the prior written approval of LHL.
  2. If there is any confusion between this document and the content of LHL’s website this document shall take precedence.
  3. This Agreement constitutes the entire agreement between the parties in relation to the Service and supersedes any other communications with respect to the Service.
  4. This Agreement will be governed and construed in accordance with English law and you hereby submit to the exclusive jurisdiction of the English Courts.
  5. The registered address of LHL is Lennox Hill Ltd, 1st Floor, Crosspoint House, 28 Stafford Road, Wallington, Surrey SM6 9AA, United Kingdom.

Should you have questions concerning this Agreement or wish to obtain additional information please send an email to info@lennoxhill.co.uk.