These customer terms of service (the Terms of Service) describe the rights and responsibilities that apply when you engage us to provide training and career development programs (the Services) for your employees. The Services are provided via an online platform (the Platform). Please read these Terms of Service carefully.
1.1 We are Menon Labs Ltd (trading under the name “Hyphen”) (No. 12637769) (Hyphen, we and us), a company registered in England and Wales with our registered office at 1st Floor Gallery Court, 28 Arcadia Avenue, Finchley, London, N3 2FG, United Kingdom.
1.2 You can contact us by writing to us at 1st Floor Gallery Court, 28 Arcadia Avenue, Finchley, London, N3 2FG, United Kingdom or email@example.com.
1.3 When we use the words "writing" or "written" in these terms, this includes emails.
2.1 The Customer has the meaning given in the order form.
2.2 The Customer representative is specified in the order form. The Customer representative has ultimate authority for the use of the Services by the Customer. The Customer may replace its representative by written notice to us.
2.3 The Customer may authorise an agreed number of employees (each an Authorised User) to access the Services. The number of Authorised Users is specified in the order form.
3.1 The contract between the Customer and us (the Contract) is made up of: (1) the order form(s) in place between the Customer and the Supplier from time to time; and (2) the Terms of Service.
3.2 The Customer’s order is an offer to buy from us. Our acceptance of the Customer’s order will take place when we send the Customer an invoice, at which point a contract will come into existence between the Customer and us. These Terms of Service may be amended and updated from time to time. The Customer should review these terms periodically, and each use of the Service by the Customer and its employees is subject to the then-current form of the Terms of Service.
3.3 If the Customer renews the Contract or the Customer’s employees use the Services, after being notified of a change to these Terms of Service, the Customer shall be deemed to have acknowledged and agreed to the updated Terms of Service.
4.1 The Contract shall commence on the Start Date and shall continue for the Term (each as specified in the relevant order form) unless terminated earlier in accordance with these Terms of Service.
4.2 Unless otherwise agreed in writing, the Contract shall renew automatically for successive periods of 12 months each (each such period, a Renewal Period) unless and until otherwise terminated by either party giving not less than two months written notice to firstname.lastname@example.org, such notice to expire at the end of the Term or the then current Renewal Period.
4.3 If the Customer notifies us of its intention to terminate the Services, the Contract will terminate at the end of Term or relevant Renewal Period (as applicable) and we will continue to provide the Services until the end of the Term or relevant Renewal Period (as applicable). In no event will any termination relieve the Customer of the obligation to pay any Fees payable to us for the remainder of the current Term or relevant Renewal Period (as applicable).
5.1 We or the Customer may terminate the Contract on notice to the other party if the other party materially breaches these Terms of Service and such breach is not cured within 30 days of the non-breaching party providing notice of the breach to the other party.
5.2 The Customer is responsible for its Authorised Users, including for any breaches of these Terms of Service caused by its Authorised Users.
5.3 We may terminate the Contract immediately on notice to the Customer if we reasonably believe that the Services are being used by the Customer or its Authorised Users in violation of any applicable law.
6.1 Clauses 12 – 14, 15 – 17 and 25 shall survive any termination of the Contract.
7.1 The Customer must comply with the Terms of Service and ensure that its Authorised Users comply with these Terms of Service and the acceptable use policy (which is available on the Platform) (the Acceptable Use Policy). We may review conduct for compliance purposes, but we have no obligation to do so.
7.2 The Services are not intended for and should not be used by anyone under the age of 18. The Customer must ensure that all Authorised Users are over 18 years of age and are permitted to use the Services under any applicable law.
7.3 The Customer agrees to use the Services in good faith for the purposes that they are provided and the Customer shall not or attempt to:
7.4 The Customer shall use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
7.5 The Customer acknowledges and agrees that it shall be responsible for ensuring that Authorised Users do not share their login details for the Platform with third parties (including employees of the Customer who are not Authorised Users) and that Hyphen may require the Customer to pay an amount equal to the fees which Hyphen would have received (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use of the Services on the date when such use commenced together with interest at the rate provided in clause 9.3.2.
8.1 In using the Services Authorised Users shall be able to upload information and files to the Platform (Content) and participate in Hyphen’s online community.
8.2 Hyphen is not responsible for the Content and will not supervise whether any Content is lawfully uploaded or distributed through the Platform.
8.3 Each Authorised User’s participation in the online community shall be subject to the then current Acceptable Use Policy and Hyphen reserves the right to disable an Authorised User’s access to the Services if we, in our sole discretion, deem that the Authorised User has violated the terms of the Acceptable Use policy. The Customer acknowledges that Hyphen shall have:
9.1 The Customer must pay all fees applicable to the Services (Fees) as set out and described in the order form. The Fees are non-cancellable, non-refundable and are exclusive of all taxes, which shall be added to our invoices, as applicable, at the appropriate rate.
9.2 If any Fees owed to us by the Customer (excluding amounts disputed reasonably and in good faith) are 30 days or more overdue, we may, without limiting our other rights and remedies, do all or any of the following:
10.1 We will make the Services detailed in the Order Form available to the Customer’s Authorised Users.
10.2 The Services shall be for the exclusive use and training of the Authorised Users and the Customer may not use any of the Services for any other purpose without Hyphen’s prior written consent.
10.3 We will make all commercially reasonable efforts to schedule maintenance during non-peak hours and minimise any such downtime to the Services or the Platform and will endeavour give the Customer at least 5 days written notice of any planned maintenance that will result in downtime other than between 9pm and 6am GMT on Saturday, Sunday or a public holiday in England & Wales. We will endeavour to make the Services available 24 hours a day, seven days a week, excluding planned downtime or issues related to force majeure.
11.1 We may leverage our employees, those of our corporate affiliates and third-party contractors (Third-Party Contributors) in exercising our rights and performing our obligations under the Terms of Service. We will be responsible for the Third-Party Contributor's compliance with our obligations under the Terms of Service.
11.2 Certain Services may be provided by third parties and the provision of such Services may be subject to further terms.
12. Customer data
12.1 Authorised Users may submit Content or information to the Platform in connection with their use of the Services (Customer Data). The Customer will (a) inform Authorised Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may affect the processing of Customer Data, and (b) ensure that the transfer and processing of Customer Data under the Contract are lawful.
12.2 The protection of Customer Data is a top priority for us, so we will maintain appropriate administrative, physical and technical safeguards. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third-party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorised access. We shall not use or process Customer Data for any purpose without the Customer's prior written instructions; provided, however, that "prior written instructions" will be deemed to include use of the Services by Authorised Users and any processing related to such use or otherwise necessary for the performance of the Contract.
12.3 The Customer will own all Customer Data. The Customer bears sole responsibility for adequate security, protection and backup of Customer Data when it is in the Customer's or its representatives' or agents' possession or control. We are not responsible for what the Customer's Authorised Users do with Customer Data.
12.4 We will store all Customer Data on the Platform for the duration of the Contract. Upon the cancellation, expiration or termination of the Contract, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.
12.5 Subject to these Terms of Service, the Customer (for itself and all of its Authorised Users) grants us and our Third-Party Contributors a worldwide, non-exclusive, limited-term licence to access, use, process, copy, distribute, perform, export and display Customer Data, only as reasonably necessary (a) to provide, maintain, develop and update the Services; (b) to prevent or address service, security, support or technical issues; and (c) as expressly permitted in writing by the Customer. The Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorised Users as may be necessary to grant this licence.
12.6 The Customer acknowledges that it is the data controller for any personal data processed by us on the Customer's behalf in conjunction with the Authorised User’s use of the Services. The Customer also acknowledges that we are its data processor and agrees to enter into the data processing agreement, which shall remain in effect for as long as we process personal data on the Customer’s behalf.
13.2 We may contact the Customer by e-mail or other electronic communication methods and the Customer expressly agrees to this.
14.1 The Platform and all material thereon is owned by Menon Labs Ltd. All copyrights, trademarks, trade names, logos and other intellectual or industrial property rights held and used by us (including titles, graphics, icons, scripts, source codes etc.) are our property or third party licensors' property and must not be reproduced, distributed, sold, used, modified, copied, limited or used (in whole or in part) without our written consent.
14.2 Menon Labs Ltd grants the Customer a non-exclusive right and personal licence to use the Platform and the Services for the sole purpose of us providing the Platform and the Services to the Customer and the Authorised Users. This right and licence shall end immediately upon expiry or termination of the Contract.
14.3 The Customer agrees that it and its Authorised Users shall not:
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS SECTION.
15.1 The Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. The Customer further represents and warrants that it is responsible for the conduct of its Authorised Users and their compliance with these Terms of Service.
15.2 Except as expressly provided for in these Terms of Services, the Services and all related components and information are provided on an "as is" and "as available" basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. The customer acknowledges that we do not warrant the Services will be uninterrupted, timely, secure or error-free.
16.1 In no event shall Menon Labs Ltd, its subsidiaries, affiliates or any of their respective employees, officers, directors, agents, partners or Third-Party Content Providers be liable for:
arising out of or in connection with the Customer or an Authorised User’s use of the Platform or Services or the performance of our obligations under the Contract.
16.2 Our total liability under the Contract shall not exceed the total Fees paid the Customer during the 12 months immediately preceding the date on which the liability arises under the contract.
16.3 Nothing in these Terms of Service shall exclude or limit the parties' liability for:
17.1 The Customer agrees to defend, indemnify and hold harmless Menon Labs Ltd, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including legal fees, arising out of or related to:
The Customer agrees that we may use its company name and/or logo and testimonials from Authorised Users in our marketing and publicity material as examples of current users and experiences of the Platform unless the Customer and/or Authorised User opt-outs by notifying us by email at email@example.com.
Neither we nor the Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, floods, acts of God, war, terrorism and government action.
As our business evolves, we may change these Terms of Service. If we make a material change to the Terms of Service, we will provide the Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with the Customer's account or by messaging the Customer through the Services. The Customer can review the most current version of the Terms of Service at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Terms of Service will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If the Customer (or any Authorised User) accesses or uses the Services after the effective date, that use will constitute the Customer's acceptance of any revised terms and conditions.
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
22.1 If any provision (or part of a provision) of the Contract or the Terms of Service is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
22.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
23.1 The Contract, and any documents referred to in it (including these Terms of Service), constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
23.2 Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
24.1 The Customer may not assign the Contract or any rights or obligations under the Contract or Terms of Services to any third party without the prior written consent of Menon Labs Ltd.
24.2 We may assign the Contract, and we may assign, transfer or subcontract any of our rights or obligations under the Contract, to any third party without the Customer's prior consent.
25.1 These Terms of Service and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms of Service are governed by and construed in accordance with English law.
25.2 The courts of England have exclusive jurisdiction to settle any claim or dispute (including non-contractual disputes or claims) arising out of or in connection with these Terms of Service or its subject matter.