UFLIX Ltd, trading as Hiway incorporated and registered in England and Wales with company number 15270826, whose registered office is Bartle House, Oxford Court, Manchester, England, M2 3WQ, United Kingdom ("Hiway", "Company", "we", "us", or "our") has developed Software as a Service (SaaS) application platform ("Platform") for distribution of video content ("Purpose") and may offer certain services and make certain parts of the Platform available for the Purpose ("Service").
These terms (together with the documents and materials referred to in them) set out the terms and conditions ("Terms of Use") upon which you may access the Platform and use this Service.
Please read these Terms of Use carefully together with all documents and materials mentioned in them before placing an Order for any Services relating to the Platform. If you do not accept these Terms of Use, you will not be able to Order any Service and/or access and use the Platform. Each Order once accepted by us in writing in accordance with clause 3, together with the Terms of Use forms a legally binding agreement between us (the "Agreement").
1. Definitions and interpretation
1.1 The Agreement uses some capitalised terms which have special meanings. These capitalised terms and their respective meanings are set out in Schedule 1 (Glossary).
1.2 In the Agreement, unless otherwise specified, a reference to:
1.2.1 the singular includes the plural and vice versa and any gender includes the others;
1.2.2 a person includes natural persons, firms and companies;
1.2.3 clause or Schedule is to a clause of, or Schedule to, this Agreement;
1.2.4 this Agreement is to this agreement as varied from time to time;
1.2.5 legislation or Applicable Law is to that legislation or Applicable Law as amended from time to time;
1.2.6 including, include, in particular or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms; and
1.2.7 writing or written includes email but not faxes.
1.3 Headings are for convenience only and shall not affect the interpretation of the Agreement.
1.4 Where there is any conflict between the terms of an Order and the terms of the Terms of Use, the terms of the Terms of Use shall take precedence save only in respect of provisions labeled as "Special Conditions" in the Order.
2. Ordering, Configuration and Access to the Services
2.1 Except for your Additional Users in accordance with clause 2.6, you may not authorise any Third Party to access and/or use any of the Services. You agree that you shall be wholly responsible for the Client Data and for any other information you supply through the Service and we shall have no liability in respect of the foregoing. You agree to comply with all guidelines and policies notified to you by us from time to time).
2.2 Before we provide access to the Platform and the Services, you agree to follow the on-boarding and registration process (On-Boarding), as detailed and displayed through the Platform, and to otherwise comply with reasonable instructions of our team (and which shall be conditional for our granting access to the Platform, failing which we may terminate this Agreement without liability), which may include:
2.2.1 provision by you of appropriate details (including by completing and submitting our sign-up form);
2.2.2 where applicable, procuring such access, personnel, cooperation and information as are reasonably required by us to integrate and/or configure the Platform as necessary to supply you with the Services; and
2.2.3 where applicable, payment of such other fees and expenses (if any) as may be agreed between us to be due in advance, whether as part of the Order or otherwise.
2.3 You may start using the Services as soon as we give you access to them. You can continue to use the Services as long as you Subscribe to the relevant Service. Time shall be material but not of the essence with respect to our supply of the Services. We are not in control of or liable for any interruptions or delays caused by any third parties.
2.4 We reserve the right to reject any request to open an account, in our sole discretion.
2.5 Other than as expressly stated otherwise in these Terms of Use, you acknowledge that it is your sole responsibility to determine that the Services meet your requirements and, to the fullest extent permissible by law and without limitation, we give no warranties that the Service will be fit for purpose, of satisfactory quality, uninterrupted or error free save where expressly set out in the Agreement.
2.6 Subject to us agreeing to it in writing, to the payment of additional fees, and to Clauses 2.7 and 2.8, you may authorise other entities within your group of companies, or other relevant third parties (each referred to herein as Additional User) to access the Platform and use the Services through sub-accounts tied to your account.
2.7 To authorise Additional Users, you must follow the Platform's procedures for creating sub-accounts, which includes providing necessary information for each Additional User and agreeing to the applicable terms and conditions (including these Terms of Use, and additional fees). For more information on how to open sub-accounts and applicable fees, please visit www.onthehiway.com.
2.8 You shall remain fully responsible and liable for all actions and omissions of your Additional Users, and you agree to ensure that all your Additional Users comply with these Terms of Use.
2.9 Any breach of these Terms of Use by an Additional User will be deemed a breach by you. You agree to indemnify and hold us harmless from any claims, damages, or losses arising from the actions or omissions of your Additional Users, as set out in these Terms of Use.
2.10 We reserve the right to modify, terminate, reject, or otherwise limit the number of Additional Users that can be authorised under your main account.
3. Formation of Contract
3.1 All Orders are subject to:
3.1.1 you paying applicable Fees (if any) in advance (where any such fees are payable in advance, including any On-Boarding fee set out in the Order) and our receiving that fee in cleared funds; and
3.1.2 acceptance by us by notifying you in writing that we have accepted your Order whereupon a legally binding agreement will be formed between you and us.
4. Price and Payment
4.1 The Fees for the Services are non-refundable and will be calculated as set out and displayed on the Platform, or as otherwise set out in the Order or as agreed between you and us in writing.
4.2 You will be charged applicable Fees, including Subscription fees (plus VAT or other applicable taxes) for the Services from the Commencement Date set out in the Order unless the Services have not been made available to you by that date wholly as a result of our breach of this Agreement in which case you may either (as your sole and exclusive remedy in respect of such delay):
4.2.1 agree to our proposal for a reasonable extension of the Commencement Date; or
4.2.2 terminate this Agreement without further liability to us save for those sums validly invoiced up to the effective date of termination.
4.5 On-Boarding fees (if any) are payable in full on or before our acceptance of your Order. Unless otherwise specified in the Order and save in respect of any On-Boarding Fees all other Fees are payable either within 30 days of the date of invoice or by calendar month in advance by credit or other payment card (in which case you authorise us to charge your card for the sums referred to in this clause, agree to keep your card details with us up to date, and agree that you shall be responsible for payment of any third party bank or other charges incurred in the course of payment).
4.6 Failure to pay Fees when due shall be a material breach of these Terms of Use which entitles us to suspend or terminate (pursuant to Clause 11.3.1 of these Terms of Use). This, in turn, will affect your access to the Services. Fees remain chargeable at our standard rates during the suspension. If we terminate these Terms of Use for your material breach, we will require you to pay, without delay, all fees and costs accruing before the termination date, all unpaid Subscriptions and any other amounts you owe us under these Terms of Use.
4.7 If you fail to pay any amount due under these Terms of Use, we may charge you interest on the overdue amount, payable by you on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 8% per annum above the base rate for the time being of the Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly.
4.8 All overcharges or billing disputes must be reported within 30 days of the date of invoice. Failure to do so will mean you have accepted our invoice.
4.9 We reserve the right to adjust Fees and usage thresholds associated with our Subscription Plans from time to time. Any changes will be communicated to you in advance, and your continued use of the Services after such notification will constitute acceptance of our updated Subscription Plan offering. If you do not wish to agree to an updated Subscription Plan offering, your sole option will be to terminate the Agreement and promptly cease your access to and use of the Platform and the Services.
5. Warranties
5.1 You warrant, represent and undertake you shall:
comply with all Applicable Laws (and shall be responsible for obtaining all licences, clearances and consents) which apply to your use of the Service, and acknowledge that we are merely a provider of access to the Platform and accept no responsibility for your use thereof or compliance with Applicable Law or to any Additional User (other than to the extent we are required by Applicable Law);
not use the Service for any unlawful purposes and/or introduce any offensive, defamatory, illegal, infringing and/or obscene material via the Service;
not introduce any virus and/or any other contaminant that may be designed to have a material, adverse effect on the Services and/or the Platform;
not use the Service for any purpose other than the Purpose;
not infringe, misappropriate or violate our Intellectual Property Rights;
not do, or omit to do, anything which disparages, defames or puts into disrepute us, our Intellectual Property Rights and/or the Service; and
be and are fully entitled to enter into and grant all rights granted under this Agreement and that entering into this Agreement shall not in any way conflict with any of your existing obligations, either at the date hereof and/or throughout the Term.
5.2 Subject to the remaining provisions in this Clause, we warrant that:
during the Term we will provide the Services with reasonable due care and skill in accordance with these Terms of Use, and in compliance with such English law and regulation as is applicable to our supply of the Services;
subject to completion of the On-Boarding, the Services and the Platform will perform substantially in accordance with the Specification;
the Services (excluding any Third Party Software or any Client Data) shall not infringe any third party's Intellectual Property Rights; and
we have the authority and right to license all rights to and in the Service as set out in these Terms of Use.
6. Liability
6.1 This clause 6 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you, including, without limitation, in respect of:
any breach of the Agreement; and
any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms of Use.
6.2 Nothing in this Agreement excludes our liability for:
death or personal injury caused by our negligence; or
fraud or fraudulent misrepresentation; or
any other liability which cannot be excluded by law.
7. Confidentiality and Audit
7.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.
7.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any Third Party, or use the other's Confidential Information for any purpose other than for the purposes of the Agreement.
8. Data Protection
8.1 You shall comply with all applicable law and regulation in connection with your use of the Services and the processing of personal data and Additional User Data. Each of you and us will comply with the provisions of the Privacy Policy.
9. Intellectual Property Rights
9.1 We grant to you a personal, non-exclusive, non-transferable right for you and your Additional Users (if any) to access and use the Services, and the Platform solely in connection with the Purpose upon and subject to the terms of these Terms of Use.
9.2 We and/or our licensors own all Intellectual Property Rights in and to the Service, the Platform, and the Service Data. Except as expressly stated herein, these Terms of Use do not grant you any Intellectual Property Rights or any other rights or licences in respect of the Services or any related documentation.
10. Indemnity
10.1 You shall defend, indemnify and hold us, our Affiliates and their (and our) respective directors and employees harmless against all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs arising out of or in connection with your use (or that of your Additional Users) of the Services.
11. Term and Termination
11.1 The Agreement will come into effect on the date of the Order, subject to clause 3.1, and shall remain in effect for the initial term specified in the Order and shall automatically renew for successive periods unless terminated in accordance with its terms.
11.2 Unless agreed otherwise in writing between you and us, the Agreement may be terminated for convenience by either party giving notice at least 1 month prior to the expiry of any Subscription Period.
12. Force Majeure
12.1 We shall not be in breach of the Agreement nor liable or responsible for any failure to perform, or delay in the performance of, any of our obligations under the Agreement that is caused by events outside our reasonable control.
13. Variations
13.1 We may revise and amend these Terms of Use from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in the options available in relation to the Services, changes in relevant laws and regulatory requirements.
14. General
14.1 You may not assign or sub-contract the Agreement or any rights and obligations thereunder without our prior written consent. We may assign the Agreement to our Affiliates.
14.2 These Terms of Use, including the Schedules, and the Order constitute the sole and entire understanding of the parties in relation to the subject matter of the Agreement and supersede all previous agreements, representations and arrangements between the parties.
Contact Us
If you have any questions regarding these Terms & Conditions, please contact us at:
UFLIX Ltd t/a Hiway
Bartle House, Oxford Court
Manchester, M2 3WQ, United Kingdom
Email: hello@onthehiway.com