These Terms and Conditions (the "Agreement") are between TulipTech Ltd, a company registered in England and Wales under company number 07486882, whose registered office is at Unit 7, Friars Mill, Bath Lane, Leicester, LE3 5BJ, United Kingdom ("TulipTech", "we", "us"), and the business on whose behalf a LolerFlow account is created (the "Customer", "you"). LolerFlow is a software product owned and operated by TulipTech Ltd. Your contract is with TulipTech Ltd.
By creating a LolerFlow account, ticking an acceptance box at sign-up or at payment, or accessing or using the Service, you accept this Agreement. The person accepting confirms that they have authority to bind the Customer. The Service is provided for business use only and not to consumers.
If TulipTech and the Customer have agreed any special terms in writing (including by email or in a signed order form), those special terms form part of this Agreement and take priority over it where they conflict.
1. Definitions
1.1
In this Agreement: "Service" means the LolerFlow software platform (web and mobile applications) described at www.lolerflow.co.uk, together with any related support; "Customer Data" means all data, records, reports, images and other material uploaded to or generated in the Service by or for the Customer; "Free Trial Period" means 30 days from the date the Customer's account is activated, unless TulipTech has agreed a different period in writing (including by email); "Subscription Fee" means the monthly subscription fee displayed at sign-up or otherwise agreed with the Customer in writing, plus VAT; "Users" means the Customer's employees and contractors who the Customer authorises to use the Service.
2. The Service
2.1
TulipTech grants the Customer a non-exclusive, non-transferable right, without the right to sub-license, for its Users to access and use the Service during the term of this Agreement, solely for the Customer's internal business of carrying out and managing equipment inspections.
2.2
TulipTech will provide the Service with reasonable skill and care and will use reasonable endeavours to make it available 24 hours a day, except for planned maintenance (of which we will give reasonable notice where practicable) and unscheduled maintenance or outages beyond our reasonable control.
2.3
TulipTech may update or improve the Service from time to time, provided the updates do not materially reduce its overall functionality. Software updates and new standard features are included in the Subscription Fee.
3. Free trial
3.1
The Customer may use the Service free of charge during the Free Trial Period. No Subscription Fee is payable unless the Customer chooses to continue after the Free Trial Period ends.
3.2
Towards the end of the Free Trial Period the Customer will be invited to subscribe. To continue, the Customer sets up payment by card or direct debit and confirms acceptance of this Agreement; the paid subscription begins when the first payment is collected. If the Customer does not subscribe by the end of the Free Trial Period, access to the Service ends automatically, nothing is payable, and Customer Data is retained for export for 90 days under clause 5.6.
3.3
During the Free Trial Period the Service is provided as available. All other terms of this Agreement, including clauses 8 (Customer responsibilities), 9 (Compliance responsibility), 13 (Warranties) and 14 (Liability), apply from the moment the account is created, including during the Free Trial Period.
4. Onboarding
4.1
TulipTech will provide reasonable assistance to set up the Customer's account, templates and asset records. Any one-time onboarding fee is stated at sign-up or agreed with the Customer in writing.
5. Term and termination
5.1
This Agreement starts when the Customer's account is created and continues on a monthly rolling basis after the Free Trial Period until terminated in accordance with this clause.
5.2
Either party may terminate this Agreement at any time by giving at least 30 days' written notice to the other. The Customer may give notice through its account settings or by email to hello@lolerflow.co.uk. The Customer will retain access until the end of the period already paid for. Fees already paid are not refundable, and no partial-month refunds are given.
5.3
Either party may terminate this Agreement immediately by written notice if the other party commits a material breach which is not remedied within 14 days of written notice, or becomes insolvent, enters administration or liquidation, or ceases to trade.
5.4
TulipTech may suspend the Customer's access to the Service immediately if any payment fails or any Subscription Fee is overdue, if the Customer breaches clause 8, or if suspension is required by law. Suspension does not relieve the Customer of its payment obligations.
5.5
Automatic termination for non-payment. If a Subscription Fee payment fails or is not collected when due, TulipTech will notify the Customer and may reattempt collection. If the amount due remains unpaid 14 days after its due date, the subscription and this Agreement terminate automatically without further notice. Amounts accrued up to the date of termination remain payable, and clause 5.6 applies. Automatic termination under this clause is without prejudice to any other rights of TulipTech.
5.6
On termination, the Customer's right to use the Service ends. The Customer may export its Customer Data at any time during the term, and TulipTech will make Customer Data available for export for 90 days after termination, after which it may be permanently deleted. Clauses which by their nature should survive termination (including clauses 9, 10, 11, 12, 13, 14 and 15) will survive.
6. Fees and payment
6.1
The Subscription Fee is payable monthly in advance, plus VAT, and is collected automatically by recurring card payment or direct debit using the payment method the Customer sets up when subscribing. The Customer authorises TulipTech (and its payment provider) to collect the Subscription Fee automatically on each monthly billing date, and will keep a valid payment method in place throughout the subscription. The first payment falls due when the Customer subscribes at the end of the Free Trial Period.
6.2
Price protection.The Subscription Fee in force when the Customer subscribes is fixed for the lifetime of the Customer's subscription. It will not increase for any reason, including growth in the Customer's number of Users, inspections or assets, for as long as the Customer's subscription continues without interruption. If the subscription ends and the Customer later re-subscribes, the then-current pricing applies.
6.3
If a payment fails or any sum is not paid by its due date, TulipTech may suspend the Service under clause 5.4 and, if the amount remains unpaid 14 days after its due date, the subscription and this Agreement terminate automatically under clause 5.5. TulipTech may charge interest on any unpaid amount at 4% a year above the Bank of England base rate from the due date until payment, whether before or after termination.
6.4
All amounts payable are exclusive of VAT, which the Customer will pay in addition at the applicable rate.
7. Intellectual property
7.1
TulipTech and its licensors own all intellectual property rights in the Service, including the software, templates, report formats, designs, documentation and the LolerFlow name and branding. Except for the right to use the Service in clause 2.1, no rights in the Service are transferred to the Customer.
7.2
The Customer owns its Customer Data. The Customer grants TulipTech a licence to host, copy, process and display Customer Data solely as needed to provide the Service, to comply with law and to maintain and improve the Service.
7.3
If the Customer or its Users provide feedback, ideas or suggestions about the Service, TulipTech may use and incorporate them without restriction or payment, and any resulting improvements belong to TulipTech. The Customer's own inspection methods, client relationships and data remain the Customer's.
8. Customer responsibilities and acceptable use
8.1
The Customer is responsible for:
- the accuracy, completeness and legality of all Customer Data, including all inspection findings, measurements, defect classifications and report content entered by its Users;
- keeping account credentials secure and ensuring only authorised Users access the Service;
- ensuring its Users are appropriately trained and competent to carry out the inspections they record in the Service;
- maintaining its own devices, operating systems and internet connectivity to the specifications reasonably needed to run the Service; and
- complying with all laws applicable to its use of the Service.
8.2
The Customer will not, and will ensure its Users do not: copy, modify, decompile or reverse engineer any part of the Service; resell, sub-license or make the Service available to any third party except read-only portal access for the Customer's own clients as the Service is designed to allow; use the Service to store or transmit unlawful or malicious material; attempt to gain unauthorised access to the Service or its infrastructure; or use the Service to build a competing product.
9. Regulatory compliance remains the Customer's responsibility
9.1
The Service is a record-keeping and workflow tool. It helps the Customer create, store and manage inspection records, including reports intended to follow the format of Schedule 1 to the Lifting Operations and Lifting Equipment Regulations 1998 (LOLER).
9.2
TulipTech is not an inspection body and does not carry out, review, verify or approve any examination or inspection. Responsibility for compliance with LOLER, PUWER and all other health and safety legislation, for the competence of the persons carrying out examinations, for the professional judgement reflected in any report, and for the accuracy of every report generated through the Service, rests solely with the Customer and its Users.
9.3
The Customer acknowledges that reports generated by the Service are produced from data entered by its Users, and that TulipTech has no responsibility for, and gives no assurance about, the outcome of any inspection, examination, audit, investigation or enforcement action. TulipTech will have no liability for any fine, penalty, prosecution, enforcement action, loss of accreditation or third-party claim arising from the Customer's inspections, reports or regulatory obligations.
9.4
Reminders, notifications and due-date calculations in the Service are an aid only. The Customer remains responsible for its own examination scheduling and statutory deadlines.
10. Data protection
10.1
Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
10.2
Where TulipTech processes personal data on the Customer's behalf in providing the Service, TulipTech acts as processor and the Customer as controller. TulipTech will: process such personal data only on the Customer's documented instructions as set out in this Agreement; ensure persons processing it are subject to confidentiality obligations; implement appropriate technical and organisational security measures; engage sub-processors (such as hosting providers) under equivalent written terms, remaining responsible for their performance; assist the Customer, at the Customer's reasonable cost, with data subject requests and its obligations under data protection law; notify the Customer without undue delay on becoming aware of a personal data breach affecting Customer Data; and on termination, delete or return personal data in line with clause 5.6.
10.3
The Customer warrants that it has a lawful basis for all personal data it and its Users enter into the Service, including personal data relating to its own clients and site personnel, and that it has given any notices required by data protection law.
10.4
A separate, fuller data processing agreement is available on request and, if signed, forms part of this Agreement.
11. Confidentiality
11.1
Each party will keep confidential all non-public information obtained from the other under this Agreement, use it only to perform this Agreement, and disclose it only to those of its personnel and advisers who need it and are bound by equivalent obligations, or where disclosure is required by law. This clause survives termination for 5 years. Any special commercial terms agreed between the parties are confidential.
12. Indemnity
12.1
The Customer will indemnify TulipTech against all liabilities, costs, claims, fines and expenses (including reasonable legal fees) arising out of or in connection with: the Customer Data; the Customer's or its Users' inspections, examinations, reports or regulatory obligations; any breach of clause 8, 9.2, 9.3 or 10.3; or any claim by a third party (including the Customer's own clients) relating to the Customer's use of the Service, except to the extent caused by TulipTech's breach of this Agreement.
13. Warranties and disclaimers
13.1
TulipTech warrants that it will provide the Service with reasonable skill and care. If the Service does not materially conform to its description, the Customer's remedy is for TulipTech to use reasonable endeavours to correct the non-conformance, or, if TulipTech cannot do so within a reasonable time, for the Customer to terminate and receive a pro-rata refund of prepaid fees for the unused period. This is the Customer's sole and exclusive remedy for defects in the Service.
13.2
Except as expressly set out in this Agreement, all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including any implied terms of satisfactory quality, fitness for a particular purpose or non-infringement), are excluded to the fullest extent permitted by law.
13.3
TulipTech does not warrant that the Service will be uninterrupted or error-free, or that it will meet the Customer's requirements. The Customer is responsible for backing up any data it also holds outside the Service and for its own business continuity arrangements.
14. Limitation of liability
14.1
Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.
14.2
Subject to clause 14.1, TulipTech will have no liability, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: loss of profits, revenue, business, contracts, goodwill or anticipated savings; loss or corruption of data (beyond the restoration assistance described in this Agreement); business interruption; fines, penalties or regulatory sanctions; or any indirect, special or consequential loss, in each case even if foreseeable or if TulipTech was advised of the possibility.
14.3
Subject to clauses 14.1 and 14.2, TulipTech's total aggregate liability arising out of or in connection with this Agreement in any 12-month period is limited to the total Subscription Fees actually paid by the Customer in the 12 months immediately before the event giving rise to the claim (or, during the Free Trial Period, to £100).
14.4
No claim may be brought under this Agreement more than 12 months after the party bringing the claim became aware, or ought reasonably to have become aware, of the grounds for it.
15. Force majeure
15.1
TulipTech is not liable for any failure or delay caused by events beyond its reasonable control, including internet or hosting provider failures, power failures, denial-of-service or other cyber attacks (despite reasonable security measures), strikes, epidemics, war, or acts of government. If such an event continues for more than 60 days, either party may terminate on written notice.
16. General
16.1
Entire agreement. This Agreement, together with any special terms agreed between the parties in writing, is the entire agreement between the parties for the Service and supersedes all earlier discussions, marketing statements and representations, except any made fraudulently. Where the parties have also signed a separate written agreement for the Service, the signed agreement prevails if they conflict.
16.2
Variation. Any change to this Agreement must be in writing and signed or expressly agreed in writing (including by email) by both parties. For clarity, the price protection in clause 6.2 cannot be varied except in writing signed by both parties.
16.3
Assignment. The Customer may not assign or transfer this Agreement without TulipTech's prior written consent. TulipTech may assign this Agreement to a group company or to a purchaser of the business, provided the Customer's rights (including clause 6.2) are preserved.
16.4
Waiver and severance. A failure to enforce a right is not a waiver of it. If any provision is found invalid, the rest of the Agreement remains in force.
16.5
Notices. Notices must be in writing and sent by email (to hello@lolerflow.co.uk for TulipTech, and to the email address on the Customer's account for the Customer) or by post to the registered office. Email notices are deemed received on the next business day. The Customer is responsible for keeping its account email address current.
16.6
Third party rights. No one other than the parties has any right to enforce any term of this Agreement.
16.7
Publicity. The Customer agrees that TulipTech may identify the Customer as a LolerFlow customer and use the Customer's name and logo on its website, in customer lists, and in sales and marketing materials. TulipTech may also publish a case study, testimonial or press release about the Customer's use of the Service with the Customer's prior approval (email is sufficient), such approval not to be unreasonably withheld or delayed. The Customer may withdraw its permission under this clause at any time by written notice, in which case TulipTech will cease new uses of the Customer's name and logo within a reasonable period.
16.8
Governing law and jurisdiction. This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Questions about these terms? hello@lolerflow.co.uk
LolerFlow is a product of TulipTech Ltd, registered in England and Wales, company number 07486882. Registered office: Unit 7, Friars Mill, Bath Lane, Leicester, LE3 5BJ, United Kingdom.
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