Terms and Conditions of Service

2. When these terms apply

These Terms of Service (“Terms”) apply when you (“your” and “User” below) create an account to use any features, services, products or tools (together, the “Services”) offered on Hifo at https://Hifo.co

Use of Hifo and the Services requires full and prior agreement to these Terms.

If you use our Services, you’ll be confirming that you intend to use Hifo for the purposes of your business, trade or profession and that you are a ‘trader’ and not a ‘consumer’ under UK consumer law. When you use the Services on behalf of a “Company” (which for the purposes of this agreement includes any business type, limited company or partnership (LLP), charity, governmental body, or other legal entity) then by accepting these Terms you confirm that you have sufficient authority to enter into a contract on the Company’s behalf and that you understand and agree that the Company will be our customer and not you personally. You’ll be treated as a ‘trader’ and not a ‘consumer’ under the Consumer Rights Act 2015 when you sign up to Hifo or use our Services.

In the course of using the Hifo and our Services, you will be able to share information about your Company and make it publicly available via the internet. For the avoidance of doubt, we act for and accept instructions solely from the Company.

These Terms include our Privacy Policy which governs how we process personal data we collect.

IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS YOU CANNOT USE HIFO OR OUR SERVICES. IF YOU HAVE REGISTERED AS A USER, REGISTERED OR CLAIMED YOUR COMPANY ON HIFO, REGARDLESS OF WHETHER YOU HAVE PROCEEDED TO PAYMENT WE WILL DETERMINE THAT YOU HAVE ACCEPTED THESE TERMS IN FULL.

3. Terms subject to change

Please note that we may change, modify, add or remove sections of these Terms from time to time. We will post any changes to Hifo by updating these Terms, but we may not make any separate publication about such changes, so please revisit these Terms periodically.

These Terms were last updated on the 5th October 2022.

Data Protection

4. Your data

All rights, titles and interests in your Company’s data held in Hifo are owned by your company. When you have claimed or created your Company profile on Hifo, any additional company and user-generated information will only ever be uploaded voluntarily by you. In the event that you upload any personal data onto Hifo, you confirm that you have obtained the necessary consent and have given appropriate notices to lawfully upload any individual’s personal data to Hifo for the duration and purposes of these Terms. We’ll never share or make your personal data available to third parties (other than being legally required to do so such as by a court order).

The primary personal data on Hifo, required to be able to use Hifo, is the User’s name and email address.

The personal data that is stored in the company profile is only viewable by a User when that User has claimed their Company, and by our administrators. For more information about your data please click here to view our Privacy Policy.

Your data is uploaded and downloaded over a secure connection, your credentials are encrypted and hashed. We don’t have visibility of your password. We require that Users have passwords with a minimum of twelve characters. The password you select must be different from the passwords you use for social networks or other site logins.

You grant to us (and our affiliates) a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use, copy, modify, distribute and publish any content that you have entered (this is required in order that your Company information can be published on Hifo and made visible to internet users). The foregoing license survives termination of this Contract. You represent and warrant that you own or have all necessary rights (including intellectual property rights) to such content (including to grant the license above).

A User, with the requisite authority under clause 22, has the right to request that a Company listing be removed from Hifo, such requests will be actioned within seven days.

A User, with the requisite authority under clause 22, also has the right to delete their account and all associated user data with that account, by selecting the “delete account” options on Hifo.

5. Our data

All rights, titles and interests in data created by us and held in Hifo are fully owned by us. This includes but is not limited to generic definitions of products listed on Hifo.

6. Account creation

If you establish an account on Hifo, you are responsible for maintaining the confidentiality of your User ID and password, and you are responsible for all activities that occur under your password or User ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify us at info@Hifo.co of any unauthorised use of your password or User ID or any other breach of security.

You are responsible for all content that you transmit or otherwise make available ton Hifo. Your access to and use of this Platform may be monitored for the purpose of identifying illegal or unauthorised activities.

All personal data collected from you is governed by our Privacy Policy.

7. Data collection

Subject to the confidentiality obligations created under these Terms (see below), you agree that we have the right to collect and analyse specific data points and other information gained from your company profile, settings. This covers, without limitation, information concerning your data and data derived therefrom, and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance Hifo and for other development, diagnostic and corrective purposes in connection with Hifo; and (ii) to disclose such data solely in aggregated or other de-identified form in connection with our business, for example, we could report that Users receive on average “x” qualified enquiries a month.

For more information about your personal data please click here to view our Privacy Policy.

8. Providing platform feedback

If you give us feedback on Hifo, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary and implementation of that feedback is owned by us and may become part of Hifo without compensation to you. We reserve all rights in and to Hifo unless we expressly state otherwise.

9. Phone and email contact

If phone numbers are provided along with other contact details, you may or may not receive phone calls or emails from our support. You can opt-out of this contact by emailing us at info@Hifo.co

10. Editorial control

LISTING ON HIFO IS AN OPPORTUNITY AND NOT A RIGHT

AT ANY POINT A COMPANY CAN BE DE-LISTED FROM HIFO AT THE EXCLUSIVE DISCRETION OF OUR EDITORIAL TEAM, WITHOUT THE REQUIREMENT TO PROVIDE A REASON OR JUSTIFICATION. IF APPLICABLE, SUBSCRIPTION FEES WILL BE REIMBURSED, PER CLAUSE 19.

USER GENERATED DATA

HIFO MAY INCLUDE DATA ENTERED BY USERS. THIS DATA HAS NOT BEEN VERIFIED OR APPROVED BY US. WE WILL NOT BE LIABLE IN ANY WAY FOR ANY MISREPRESENTATION EITHER DELIBERATE OR ACCIDENTAL.

REGISTERED USERS WHO HAVE CLAIMED A COMPANY HAVE EDITORIAL CONTROL OVER THAT COMPANY’S DATA

USERS HAVE EDITORIAL CONTROL OVER THE DATA RELATING TO THEIR COMPANY, PRODUCT OR SERVICES. WE RESERVE THE RIGHT TO REMOVE DATA ON HIFO AT ANY TIME.

Our editors will add companies and offerings to Hifo on an ongoing basis. There is no charge for basic listing on Hifo. A company can request removal of its listing from Hifo at any point by emailing info@hifo.co

11. We don’t provide advice on what products or service to buy

Hifo and related Services constitute an online portal that provides information and access to a directory of companies, products and services, laid out in a way that can make comparisons easy, enable individuals to become informed on market sectors and know who providers in those markets are, and facilitate buying decisions.

Although we make reasonable efforts to update the information on Hifo, we make no representations, warranties or guarantees, whether express or implied, that the content on Hifo is accurate, complete or up to date.

OUR CORE OBJECTIVE IS TO PROVIDE FULL LISTS OF THE COMPANIES THAT ARE THE GOOD PROVIDERS OF A SPECIFIC PRODUCT OR SERVICE.

WE WILL USE OUR BEST EFFORTS TO AUDIT AND MONITOR COMPANIES LISTED BUT PROVIDES NO GARUNTEES WHATSOEVER WITH REGARD TO THE COMPANIES, PRODUCTS OR SERVICES LISTED, AND A CONDITION OF USING HIFO IS THAT USERS AND COMPANIES MUST ACCEPT FULL RESPONSIBILITY FOR PERFORMING SUFFICIENT DUE DILIGENCE PRIOR TO ENTERING INTO ANY CONTRACTS OR RELATIONSHIPS INITIATED BY INFORMATION FOUND ON HIFO.

12. Services in jurisdictions outside of England and Wales

Our services outside of England and Wales are subject to the rules and regulations of the relevant jurisdiction.

13. Accuracy of information uploaded

You are responsible for the accuracy of any information you add or upload onto Hifo, and you agree to perform best efforts to ensure that all information that you upload is accurate and current, and you will keep your company information current and up to date. You also represent and warrant that you are authorised to edit update and delete any information that you post about your Company on Hifo.

14. Confidential information

Hifo is an information portal designed to provide information to professional buyers of services, and as part of this service, there is no requirement to login for Hifo visitors. A condition of use of Hifo is that it is your responsibility not to enter business, technical, financial or other confidential, sensitive or proprietary information relating to your Company (“Confidential Information”) onto Hifo, or otherwise disclose it in your dealings with us. Confidential Information includes non-public information regarding features, functionality and performance of the Service, non-public information data provided by you to us to enable the provision of our Services (company data, business plans, financials, pitch decks, investor interest information etc), and any other information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Both of us agree not to share confidential information with each other or enter it onto Hifo.

15. Proprietary rights

We own and retain all right, title and interest in and to (a) the Services and Hifo, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with our Services or support or Hifo, and (c) all intellectual property rights related to any of the foregoing, including but not limited to all text, published material, document creation “flow”, sound, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, and “look and feel” of Hifo and any related Services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You will own all right, title and interest in and to your personal data, and any of your company data that you post to Hifo.

No rights or licenses are granted except as expressly set forth herein.

16. Payment of subscription fees

Listing on Hifo, creation of a personal account on Hifo, and entering core company information on Hifo is free.

A Company will appear on as many or as few offering listings that you select.

When a Company subscribes to Hifo it will appear on down selected lists, according to the information input, and also the key differentiators in respect of product or service provided will also appear.

A Company will also be able to select a “premium” listing for each offering. Selecting “premium” means your company will be listed with other premium companies, at the top of the list, for the offering selected
Our pricing and order options are found here (collectively, the “Fees”).

The first month of usage of Hifo is free; from then on you will be charged a monthly fee according to the options on the order form that you select; these will be deducted from your Company credit card via the secure Stripe platform.

We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Service Term (defined below).

You will be responsible for all taxes associated with your use of Services that are attributable or due by you. If an applicable tax authority requires us to pay any taxes that should have been payable by you, we will advise you in writing, and you will promptly reimburse us for the amounts paid.

17. Additional fees

If you request additional services from us, for example in the drafting and building of your Company profile, additional fees may be charged provided such fees had been agreed in advance between both parties. The typical charge for creation of a company profile is £100.

18. Invoices

Invoices will be provided automatically as part of the Stripe payments process, and generated at the time of payment deducted from your Company credit card.

19. Refunds

All payments you make are non-cancellable and non-refundable, with the exception of a refund in the event of a Company being de-listed, per clause 10. Refunds will be processed within 15 days.

20. Service Term and termination

Term of agreement

The term of this agreement is on a rolling month by month basis (the “Service Term”).

Termination rights

In addition to any other remedy, either party may also terminate our agreement under these Terms upon thirty (30) days’ notice.

We may terminate our agreement with you with immediate effect for a material breach of these Terms or for any other reason, at our discretion.

Some of the terms in our agreement will continue to be enforceable, even after termination including, without limitation, the right to be paid per clause 16, confidentiality obligations per clause 14, warranty disclaimers per clause 25, and limitations of liability per clause 24.

21. Effect of choosing not to renew your subscription Service Term

If you do not renew your subscription term, the benefits of subscription will no longer apply to your account, or to your Company. You will still be able to login to your Company page, and update information

22. Representations & warranties

Authority

By entering into an agreement under these Terms on behalf of a Company you represent that you have the appropriate authority to bind the Company and its affiliates to these Terms If you do not have such authority, or if you do not agree with the Terms, you must not accept any agreement under these Terms and may not use Hifo or our Services.

Content and Conduct.

You agree that:

• You will keep content professional, respectful, relevant, and accurate;
• You will only post content that is truthful and does not infringe anyone else’s rights;
• You will only use Hifo to identify and promote your own Company;
• Your Company operates a lawful business in accordance with applicable laws; and
• You will ensure that all the Company’s actions regarding the use of Hifo comply with all applicable laws.

Appropriate use.

You confirm that:

• you are over 18 years of age;
• are only using Hifo for your own personal use or as a person with appropriate authority on behalf of a company or other legal entity;
• that you comply with all applicable laws, rules, regulations and court orders; and
• that you adhere to all our published policies then in effect.

Restrictions

You warrant that you will not, directly or indirectly:

• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”);
• modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorised within the Services);
• use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party;
• introduce or permit the introduction of any virus into our IT systems;
• conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to Hifo or any Services provided via, or in relation to, Hifo;
• access all or any part of Hifo or Services in order to build a product or service which competes with us; or
• remove any proprietary notices or labels.

23. Your indemnity to us

You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of an alleged violation of these Terms or otherwise from a User’s use of Hifo or the Services.

You further agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of your failure to observe your obligations under the Data Protection Legislation (including but not limited to, providing any required notices to and obtaining any required consents from data subjects) or arising as a result of us complying with any documented instructions you give us.

24. Disclaimers & limitation of liability

Limitation of liability

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY:

1. FOR USE OF HIFO, SERVICES OR FOR ERROR OR INTERRUPTION OF USE OF HIFO OR SERVICES;
2. FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
3. FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
4. FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR
5. FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Allocation of risk

These Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Services reflects this allocation of risk and the limitation of liability specified herein and that we would not enter into this agreement without such allocation and limitation.

Cannot guarantee uninterrupted service

Whilst we do not guarantee that Hifo or any Services available through it will always be available or be uninterrupted or error free, we will use reasonable efforts consistent with prevailing industry standards to maintain Hifo in a manner which minimises errors and interruptions in Hifo and our Services. We will perform updates to Hifo in a professional manner. Hifo may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this via social media channels or on Hifo, and we will aim to provide (where possible) an estimated time by which Hifo will resume its normal service.

25. Disclaimer of warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OUR SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. WE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF HIFO OR THE SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN YOUR JURISDICTION(S). YOU ACKNOWLEDGE AND AGREE, THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY US WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

26. No claims against individuals

You agree to bring any claim (including negligence) in connection with any of the Services only against us, and not against any individual, however described.

27. Complaints

If you have a complaint, please

• write an email addressed to info@Hifo.co
• enter “complaint” as a subject, and add your company name (or the account that complaint relates to on Hifo)
• please describe as much as possible the nature of the complaint, including e.g. when the issue happened and / or who you had been dealing with in our team

28. Miscellaneous

These Terms and our Privacy Policy constitute the entire agreement with respect to access to and use of Hifo and the Services. Our obligations, if any, with regard to Hifo are governed solely by the agreements pursuant to which they are provided and nothing on Hifo or through discussions with our team should be construed to alter such agreements, unless we explicitly state we are acting or allowing you to act contrary to these Terms.

You agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity. The failure by us to enforce any provision in these Terms will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

If any reference in these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

Our agreement under these Terms is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of our rights and obligations under these Terms without consent. Our agreement under these Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment is created as a result of our agreement under these Terms and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and legal fees.

Our agreement under these Terms will be governed by the laws of England and Wales.

Any dispute in relation to these Terms, your use of Hifo or the Services shall be subject to the exclusive jurisdiction of the courts of England and Wales.