Please read these Subscription Service Terms and Conditions (“these Terms”) carefully as they are the terms governing your use of the Lengo Service and form the basis of your contract with Lengo. We provide the Service (as defined below) for business use only and only on these Terms, and if you do not agree to be bound by them you may not use the Service.
The definitions in this clause apply in these Terms. Active User: an Authorised User who logs on to the Service in any Billing Month. Authorised Users: (1) those Customer who are authorised by the Customer to use the Service; and (2) any Trusted Third Parties. Billing Month: the period between the date on which the Subscription Service is first provided to the Customer and the same date in the next month, and each subsequent monthly period ending on the same date of the month, provided that if that date does not exist in any month (for example 31st) the period shall be deemed to end on the last day of that month. Contract: the legal agreement between Lengo and the Customer on which the Service is provided in accordance with these Terms. Customer: the company or other legal person or entity that contracts with Lengo to receive the Service for its Authorised Users. Service: idea and innovation management process subscription service provided by Lengo to the Customer on these Terms Lengo: Individuals forming a group, registered EU. Trusted Third Party: any person (not being an employee of the Customer) who the Customer may permit from time to time to access the Service.
2. SUBSCRIPTION SERVICE
2.1 Lengo grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Service during the term of the Contract solely for the Customer’s internal business operations and subject always to these Terms.
2.2 The Customer may from time to time choose to allow Trusted Third Parties to use the Service as Authorised Users, whether or not the Customer makes any charge to the Third Parties for such use. In all such cases, the Customer shall:
(a) be responsible for the payment to Lengo of all related monthly subscription fees in accordance with clause 7 below;
(b) be responsible for the compliance by all Trusted Third Parties with these Terms as if they were the employees of the Customer.
2.3 The Customer shall not:
(a) allow any person to use the Service who is not an Authorised User; or
(b) (subject to clause 2.2 above) use the Service to provide services to third parties.
2.4 The Customer may increase or decrease the number of Authorised Users at any time. Lengo will continuously monitor the number of Active Users accessing the Service.
2.5 The Customer shall not access, store, distribute or transmit any harmful computer code (including viruses and other malware), or any material during the course of its use of the Service that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
and Lengo reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. CUSTOMER DATA AND DATA PROTECTION
3.1 The Customer shall own all right, title and interest in and to all data that it uploads to the Service (“Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
3.2 To the extent that Lengo processes any personal data on the Customer’s behalf when performing its obligations under the Contract, the parties record their intention that the Customer shall be the data controller and Lengo shall be a data processor and:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA in order to carry out the Service and Lengo’s other obligations under the Contract;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Lengo so that Lengo may lawfully use, process and transfer the personal data in accordance with the Contract on the Customer’s behalf;
(c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4. PROPRIETARY RIGHTS
4.1 The Customer acknowledges and agrees that Lengo and/or its licensors own all intellectual property rights in the Service. Except as otherwise expressly stated, the Contract does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service.
4.2 Lengo confirms that it has all the rights in relation to the Service that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.
6.1 The Customer shall defend, indemnify and hold harmless Lengo against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Service, provided that: (a) the Customer is given prompt notice of any such claim;
(b) Lengo provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
6.2 Lengo shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Service infringes any United Kingdom patent, copyright, trade mark or database right, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) Lengo is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to Lengo in the defence and settlement of such claim, at Lengo’s expense; and
(c) Lengo is given sole authority to defend or settle the claim.
7. TERM AND TERMINATION
7.1 The Contract shall, unless otherwise terminated in accordance with its terms, continue for as long as the Customer continues to subscribe for the Service.
7.2 The Customer may cancel the Service at any time by notice to Lengo. If the Customer does so but later renews its subscription for the Service a new Contract will be entered into on such renewal and the new Billing Month will start on the date of the new Contract.
8. FORCE MAJEURE
Lengo shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Lengo or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Lengos or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10. FURTHER INFORMATION
For further information please contact firstname.lastname@example.org