LabHQ Terms & Conditions

1. Introduction

These General Terms govern all LabHQ® LIMS services provided by Broughton Software Limited ('Supplier'). They outline the basis on which the Supplier delivers software-as-a-service (SaaS) functionality, support and related services. By signing a Proposal or completing an online checkout, the Customer agrees to these Terms. These Terms work alongside any Proposal, Order Form or online acceptance. In the event of conflict, the Proposal takes priority, followed by these Terms. Supplier may update these Terms periodically; the applicable version will be the version in force at the time the Customer enters into a new subscription period.

2. The Services

Supplier provides hosted access to the LabHQ® LIMS platform, enabling laboratory data management, workflows, reporting and administrative controls. The Supplier will provide hosting, maintenance, general product updates, platform security, technical support and agreed implementation services for the service level detailed on the Proposal, Order Form or online acceptance. Supplier will use reasonable skill and care in delivering the Services but does not guarantee uninterrupted access, error-free functioning or compatibility with all third-party tools unless specifically agreed in writing. Planned maintenance will be communicated where practicable, usually outside core UK business hours.

Further information is available on our help site – support.labhqlims.com

3. Customer Responsibilities

The Customer agrees to use the Services only for lawful internal business purposes. Customer is responsible for ensuring users keep their login credentials secure, maintain accurate account information, and upload only lawful, non-infringing data. Customer must ensure its own IT systems, browsers, security measures and internet connectivity meet the platform requirements. Customer must not upload Sensitive Information unless explicitly authorised. Customer must ensure all Authorised Users comply with the Agreement and must monitor user activity relevant to its regulatory and operational responsibilities.

4. User Licences

Each Authorised User requires an individual licence. Licences cannot be shared or used by multiple individuals. Licences may be reassigned when a user leaves the organisation. Usage limits apply and may be monitored by Supplier. If Customer exceeds allocated licences, data limits, or usage thresholds, Supplier may notify the Customer and charge for additional usage or upgrades. Customer must ensure users meet eligibility rules and are acting on behalf of the organisation.

5. Charges and Payment

Subscription Charges and any Professional Services Charges are detailed in the Proposal or online checkout. Subscription Charges are invoiced in advance for each subscription term. Unless otherwise specified in the Proposal, invoices for all services shall fall due for payment within 30 days of the invoice date. Late or missed payments may result in account suspension. Fees are exclusive of applicable taxes. Supplier may amend the Fees with effect from the first day of each contract year with an increase in line with the UK Consumer Price Index (CPI) plus up to 3%. Supplier will use the CPI figure published by the Office for National Statistics at the time of calculation. Supplier will provide 90 days advance notice of any changes that are in excess of this by providing the Customer with not less than 90 days’ written notice of the amendments via email or post. In accepting these Terms, you agree that they take precedence over any purchase order (or other) Terms you may submit to Supplier.

5.1 Late payment.

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay any undisputed amount by the due date, the Supplier may:

(a) claim interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998, together with the fixed-sum compensation and reasonable debt recovery costs provided for under that Act, from the due date until payment is received in full;

(b) downgrade the Customer's account to the Essentials tier in accordance with clause 5.2, or suspend all or part of the Services in accordance with clause 11, until payment has been made in full; and/or

5.2 Downgrade to Essentials.

"Essentials" means the Supplier's free-of-charge service tier, as described on the Supplier's website from time to time. If any invoice remains unpaid [14] days after its due date, the Supplier may downgrade the Customer's account to Essentials on written notice (email is enough). While the account is downgraded:

(a) Customer Data will be kept and will stay accessible within the features and limits of Essentials;

(b) features, Authorised User licences and Professional Services outside Essentials will not be available;

(d) the Supplier will restore the Customer's full subscription within [2] Business Days of receiving cleared funds for all overdue amounts.

5.3 Final notice and termination.

If overdue amounts are still unpaid by the date set out in a final written notice from the Supplier (at least [14] days after the date of the notice), the Supplier may terminate the Agreement with immediate effect by written notice. On termination under this clause:

(a) all amounts owed become immediately due [, including Subscription Charges for the rest of the current subscription term]; and

(b) clause 12 applies to the retrieval and deletion of Customer Data.

5.4 No waiver.

If the Supplier chooses not to charge interest, or delays doing so, or delays exercising any other right under this clause 5, that does not waive the right. The Supplier may exercise it later for any amount still outstanding.

6. Data Ownership and Intellectual Property

Customer retains ownership of all Customer Data uploaded to or generated within LabHQ® by the Customer or its Authorised Users. Supplier will take reasonable measures to safeguard, store and protect Customer Data. Supplier owns all intellectual property rights in the LabHQ® software, its interfaces, underlying code, documentation, upgrades and related materials. Customer receives a non-exclusive, non-transferable right to use the Services during the subscription term. Customer must not copy, reverse engineer, decompile or create derivative works based on the platform. Customer must not build a competing product using access to the Services.

7. Data Protection

Customer acts as Data Controller for all Customer Personal Data processed within the Services. Supplier acts as Data Processor and will process Customer Personal Data only on lawful, documented instructions and according to applicable data protection law. Supplier will maintain appropriate technical and organisational measures to protect Customer Personal Data. Supplier will notify Customer of any Personal Data Breach without undue delay. International transfers will only occur where lawful mechanisms exist. Customer is responsible for ensuring the lawfulness, accuracy and permissions associated with all Customer Data, including Personal Data uploaded by its Authorised Users.

8. Confidentiality

Each party will maintain the confidentiality of the other party’s Confidential Information. Access to Confidential Information must be restricted to personnel who require it for operational purposes and are bound by appropriate confidentiality obligations. Supplier considers all non-public Customer Data to be Confidential Information. Supplier may only access Customer Data where necessary for support, compliance, platform security or as required by law. Customer is responsible for managing its own user permissions and the confidentiality of its shared data.

9. Acceptable Use

Customer must use the Services in a lawful manner and must not upload harmful, offensive, unlawful or malicious content. Customer may not attempt to bypass security, probe system vulnerabilities or use the Services to transmit spam or infringing material. Customer must not interfere with system performance or with other users. Customer agrees to prevent unauthorised access and must report any suspected breach immediately.

10. Limitation of Liability

Supplier’s liability is limited to 50% of the Subscription Charges paid by the Customer in the preceding 12-month period. Supplier is not liable for indirect or consequential losses, including loss of profits, loss of data, loss of business or reputational harm. Nothing in the Agreement excludes liability for death or personal injury caused by negligence, fraud or other liabilities that cannot legally be excluded. Customer acknowledges that Supplier cannot guarantee regulatory compliance outcomes and the Customer remains solely responsible for ensuring its own compliance obligations are met.

11. Suspension of Services

Supplier may suspend the Services, specific user access or downgrade the Customer's account to Essentials under clause 5.2, if payments are overdue, if the Services are misused, if Customer Data breaches the Acceptable Use requirements, or if suspension is necessary to protect platform integrity, security or other users. Supplier will aim to minimise disruption and will reinstate access once issues are resolved.

12. Term and Termination

The Agreement begins on the Commencement Date and continues for the subscription term specified in the Proposal. It automatically renews unless either party gives notice at least 30 days before renewal. Either party may terminate immediately for material breach not remedied within the permitted timeframe or for insolvency events. The Supplier may terminate the Agreement in accordance with clause 5.3. After termination, licences end, Customer Data may be retrieved within a 30-day window, and Supplier may delete Customer Data thereafter except where legally required to retain it. No refunds are owed unless explicitly stated in the Proposal or required by law.

13. General Provisions

The Agreement is governed by the laws of England and Wales. Neither party may assign its rights without consent, except Supplier may assign to an affiliate or successor. Force majeure events may excuse performance. Notices may be delivered electronically. No third-party rights are created by the Agreement. The Agreement constitutes the entire understanding between the parties and supersedes previous discussions or agreements.