Terms of Service

About Us

Bulbkit is a product operated by Enyon Software Limited, incorporated and registered in England and Wales whose registered office is based in the United Kingdom ("Supplier", "we", "us", "our").

Our Contract With You

• (A) The Supplier has developed an employee management platform which it makes available to customers via the internet ("Bulbkit").
• (B) You ("Customer", "Organisation", "you", "your") wish to use Bulbkit to manage your employees, tools, learning resources, and related business operations.
• (C) These terms and conditions ("Terms") in this agreement ("Agreement") apply to the supply of services by the Supplier to the Customer and the Customer's use of the Website and Services. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1. Interpretation

1.1 Definitions

The following definitions apply in these Terms:

"Business Day"

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Confidential Information"

information that is or ought to be considered as confidential (however it is conveyed or on whatever media it is stored and whether or not marked as 'confidential'), including without limitation trade secrets, Intellectual Property Rights and know-how of either Party, information the disclosure of which would prejudice commercial interests, and the Customer Data.

"Customer Data"

the data inputted by the Customer or the Supplier on the Customer's behalf, including employee information, organisation data, tool provisioning records, learning progress data, and any other data for the purpose of using the Services.

"Data Protection Legislation"

all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other applicable legislation and regulatory requirements relating to the use of Personal Data.

"Documentation"

the documents made available to the Customer by the Supplier online via the Website which set out a description of the Services and user instructions.

"Effective Date"

the date that the Customer accepts these Terms by creating an organisation account on the Website.

"Fees"

the fees payable by the Customer to the Supplier for use of the Services as quoted on the Website or as agreed in writing between the Supplier and the Customer.

"Normal Business Hours"

9.00 am to 6.00 pm local UK time, each Business Day.

"Services"

the employee management services to be provided by the Supplier to the Customer under these Terms via the Website, including but not limited to automated tool provisioning, learning resource integration, CLI access, cost tracking, incident management, and security features as described in the Documentation.

"Software"

the online software applications provided by the Supplier as part of the Services.

"UK GDPR"

has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

"Virus"

any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, including worms, trojan horses, viruses and other similar things or devices.

"Website"

the website at which the Services are made available, as notified to the Customer by the Supplier from time to time.

1.2 Interpretation

• Clause and schedule headings shall not affect the interpretation of these Terms.
• A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
• Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
• A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms and includes all subordinate legislation.
• References to clauses are to the clauses of these Terms.

2. Services

• The Supplier shall provide the Services and make available the Documentation to the Customer on and subject to these Terms.
• The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
  • planned maintenance carried out during the maintenance window notified to Customers in advance; and
  • unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer advance notice where possible.
• The Supplier shall provide the Customer with standard customer support services during Normal Business Hours. The Supplier may amend the support services in its discretion, providing reasonable notice to the Customer.

3. Licence

• Subject to the Customer paying the Fees in accordance with clause 9 and these Terms, the Supplier grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services and Documentation solely for the Customer's internal business operations.
• The Customer agrees that:
  • it shall keep secure passwords for use of the Services and that such passwords shall be kept confidential;
  • it shall not access, store, distribute or transmit any Viruses, or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or otherwise objectionable;
  • it shall not attempt to copy, modify, reverse engineer, decompile, or create derivative works from the Software;
  • it shall not use the Services to build a competing product or service;
  • it shall not license, sell, rent, lease, transfer, or otherwise make the Services available to any third party;
  • it shall use reasonable endeavours to prevent unauthorised access to the Services and notify the Supplier within 24 hours of becoming aware of any breach;
  • the Supplier may suspend the Customer's access to the Services if it reasonably suspects breach of these Terms.

4. Customer Data

• The Customer warrants that it has all necessary consents and notices in place to enable lawful transfer of the Customer Data to the Supplier for the duration and purposes of this Agreement.
• The Customer shall comply with all applicable requirements of the Data Protection Legislation and ensure that it publishes and operates an appropriate privacy policy.
• The Supplier shall process Customer Data in accordance with its Privacy Policy and Data Protection Legislation. Customer Data shall be stored securely and retained only for as long as necessary to provide the Services.
• The Customer is responsible for maintaining backups of its data. In the event of any loss or damage to Customer Data (excluding personal data breaches), the Supplier's sole obligation shall be to use best commercial endeavours to restore the data.
• Where the Supplier processes personal data on the Customer's behalf, the Customer shall be the data controller and the Supplier shall be a data processor. The Supplier shall:
  • process personal data only in accordance with the Customer's lawful instructions;
  • implement appropriate technical and organisational security measures;
  • ensure all personnel with access to personal data are under confidentiality obligations;
  • notify the Customer without undue delay of any personal data breach;
  • assist the Customer with data subject requests and compliance obligations;
  • delete or return personal data on termination unless required by law to retain it.

5. Data Protection Indemnity

Each party shall fully indemnify the other against all losses, costs, and expenses arising from breach of the Data Protection Legislation or clause 4 by the indemnifying party, its employees, staff, or agents, provided that the indemnified party gives prompt notice and reasonable assistance. The liability under this clause shall be limited in aggregate to £2,000,000.

6. Third Party Providers

• The Customer acknowledges that the Services may enable access to third-party websites and services. The Supplier makes no representation or warranty regarding third-party content and has no liability for third-party websites or transactions. Any contract with third parties is between the Customer and that third party.
• The Customer shall not integrate third-party software into the Services without the Supplier's express prior written permission.

7. Supplier's Obligations

• The Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
• The Supplier does not warrant that use of the Services will be uninterrupted or error-free, or that the Services will meet all of the Customer's requirements. The Supplier is not responsible for delays or failures resulting from data transfer over communications networks including the internet.
• The Supplier shall maintain all necessary licences and consents required to provide the Services.
• The Supplier warrants that the Services shall be provided in accordance with good industry practice and shall comply with all applicable law.

8. Customer's Obligations

• The Customer shall:
  • provide all necessary cooperation and information to enable the Supplier to provide the Services;
  • comply with all applicable laws and regulations;
  • ensure the Services are used in accordance with these Terms;
  • obtain and maintain all necessary licences and consents;
  • be responsible for its network and systems compatibility;
  • ensure adequate network security and virus protection;
  • be responsible for procuring and maintaining network connections.
• If the Customer's failure to fulfil any obligation prevents or delays the Supplier's performance ("Customer Default"), the Supplier may suspend Services, shall not be liable for resulting costs or losses, and the Customer shall reimburse the Supplier for any costs incurred.

9. Fees and Payment

• In consideration of the Supplier providing the Services, the Customer shall pay the Fees in accordance with this clause.
• The Fees shall be as quoted on the Website or as agreed in writing between the parties. The Supplier may offer different payment plans including subscription-based pricing, usage-based pricing, or custom enterprise agreements.
• Unless otherwise agreed in writing, the Customer shall pay Fees in advance for the applicable subscription period.
• Payment shall be made via the payment methods offered on the Website. The terms of payment shall be those of the relevant payment provider.
• The Supplier's Fees may change from time to time on reasonable notice to the Customer.
• All amounts and fees:
  • shall be payable in pounds sterling;
  • are, subject to clause 14, non-cancellable and non-refundable;
  • are exclusive of value added tax, which shall be added where applicable.
• If payment is late, the Supplier may suspend access to the Services and charge interest at 8% per year above the Bank of England base rate.
• Refunds are at the discretion of the Customer's organisation's administrators for any organisation-level payments, or at the Supplier's discretion in the case of direct-to-Supplier payment issues.

10. Proprietary Rights

• The Customer acknowledges that the Supplier and/or its licensors own all intellectual property rights in the Services and Documentation. Except as expressly stated, these Terms do not grant the Customer any rights to, or in, any patents, copyright, trade secrets, trade marks, or other intellectual property.
• The Supplier confirms that it has all necessary rights in the Services and Documentation to grant the rights under these Terms.

11. Confidentiality

• Each party may be given access to Confidential Information. Confidential Information shall not include information that is publicly known, was in lawful possession before disclosure, is lawfully disclosed by a third party, or is independently developed.
• Each party shall hold the other's Confidential Information in confidence and not disclose it to third parties or use it except for the purposes of this Agreement.
• Each party shall take reasonable steps to ensure Confidential Information is not disclosed by its employees or agents.
• A party may disclose Confidential Information if required by law or regulatory authority, provided it gives as much notice as legally possible.
• The Customer acknowledges that details of the Services constitute the Supplier's Confidential Information.
• The Supplier acknowledges that Customer Data is the Customer's Confidential Information.

12. Indemnity

• The Supplier shall defend the Customer against any claim that the Services or Documentation infringe any patent, copyright, trade mark, or other intellectual property right, and shall indemnify the Customer for amounts awarded in judgment or settlement, provided that:
  • the Supplier is given prompt notice;
  • the Customer provides reasonable cooperation; and
  • the Supplier has sole authority to defend or settle the claim.
• The Supplier may procure the right to continue using the Services, replace or modify them to be non-infringing, or terminate these Terms on notice.
• The Supplier shall not be liable if the alleged infringement is based on modification by anyone other than the Supplier, use contrary to instructions, or use after notice of infringement.

13. Limitation of Liability

• The Services and Documentation are provided on an "as is" basis. All implied warranties are excluded to the fullest extent permitted by law.
• Nothing in these Terms excludes liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
• Subject to the above, neither party shall be liable for loss of profits, loss of business, loss of data, or any indirect or consequential losses.
• The Supplier's total aggregate liability under these Terms shall be limited to £2,000.

14. Term and Termination

• These Terms shall commence on the Effective Date and continue unless terminated:
  • by the Customer closing its account via the Website;
  • by the Supplier giving written notice of not less than 28 days; or
  • otherwise in accordance with these Terms.
• Either party may terminate immediately by written notice if the other party:
  • fails to pay amounts due within 60 days of notice;
  • commits a material breach that is not remedied within 30 days of notice;
  • repeatedly breaches the Terms;
  • becomes insolvent or enters into insolvency proceedings.
• On termination:
  • all licences terminate immediately and the Customer shall cease use of the Services;
  • no refunds shall be provided for unused Services;
  • each party shall return the other's property;
  • the Supplier may delete Customer Data unless the Customer requests delivery of a backup within 10 days (at Customer expense);
  • accrued rights and liabilities are not affected.

15. Force Majeure

Neither party shall be liable for failure or delay in performance resulting from acts beyond its reasonable control, including strikes, acts of God, war, riot, civil commotion, compliance with law, or failure of utility services, provided the affected party notifies the other in writing.

16. General Provisions

• Variation: No variation of these Terms shall be effective unless in writing and signed by both parties.
• Waiver: No failure or delay in exercising any right shall constitute a waiver.
• Severance: If any provision is found invalid, the other provisions shall remain in force.
• Entire Agreement: These Terms constitute the entire agreement and supersede all previous agreements. Each party acknowledges it does not rely on any statement not set out in these Terms.
• Assignment: The Customer may not assign its rights without the Supplier's consent. The Supplier may assign its rights at any time.
• No Partnership: Nothing in these Terms creates a partnership or agency relationship.
• Third Party Rights: No third party has any right to enforce these Terms.

17. Notices

Any notice shall be in writing and delivered by hand, post, or email to support@lemverify.com (for notices to the Supplier) or to the Customer's registered email address. Notices shall be deemed received: when delivered (if by hand), at normal delivery time (if by post), or on the next Business Day after transmission (if by email, provided no error message is received within 48 hours).

18. Governing Law and Jurisdiction

• These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales.
• Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.