Accounting Data means information relating to invoices and payments made or owed to you by a third party with whom you have a business relationship which we may require to enable us to assess the eligibility of such invoices for financing in England and Wales, including the following items:
- Your identity, the identity of the company that you represent (as listed on the Companies House database) and the identity of any third party;
- Details relating to your bank account;
- Contact details (address, telephone number, fax and email) of you and the third party;
- Amount of payment(s) due to you and applicable payment terms;
- Amount of payment(s) received by you and dates of receipt; and
- Narrative details relating to the goods or services provided in exchange for the payment(s) due.
App means our website (https://hydr.co.uk/) (and all of its subdomains), smartphone or computer application we provide for communication between us available.
Customer or you means the person who registers to use the Services, including any entity on whose behalf that person registers to use the Services.
Customer Data means information inputted by the Customer for the purpose of using the Services, including any Accounting Data.
Data Protection Legislation means the UK Data Protection Legislation and any European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Hydr, we, or us means HN Flow Ltd, a company registered in England and Wales under company number 12843859 and registered office address at 70 Buxton Street, London, England E1 5AT.
Services means the cloud-based technology services provided by Hydr to you via the App, and as more particularly described on https://hydr.co.uk/.
UK Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
2. Software Compatibility
2.1 In order for us to provide our Service we must access a compatible cloud accounting software package. We may not provide you with our Service if you have been using your cloud accounting software for only a short period of time and we will notify you if this is the case. A full list of the software packages (and relevant version numbers) can be found on the App. This list may be updated from time to time without notice. You shall ensure your accountancy software’s compatibility.
2.2 You warrant that, for the duration of your use of the Services, your cloud accounting software is up to date, fully licenced and valid. We reserve the right to suspend our Services if we find that the use of your cloud accounting software breaches the warranty in this clause.
2.3 You must maintain an online connection between your computer(s) hosting your cloud accounting software at all times. You shall be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
2.4 The App and Services may contain content and software which is not maintained by us (Third Party Materials). Such Third Party Materials are made available for your convenience and information and your use of our App and Services only. Third Party Materials are not under our control and we are not responsible for the content or accuracy or completeness or updating of the Third Party Materials or those sites or data or the products or services or features offered on or through the Third Party Materials or that comprise part of the App or our Services. Nor can we guarantee that Third Party Materials will stay up to date or not change without our knowledge. The inclusion of a Third Party Material does not imply our endorsement of the Third Party Material or that we are in any way affiliated with the third party.
2.5 You acknowledge and agree that our Apps and Services may be subject to the additional terms of third party suppliers. To the extent that the additional terms refer to customers, you agree to use the Apps and Services as if you were a customer of the third party supplier, which may include signing up to additional terms. Any reference to a services agreement in the additional terms shall also include the Terms.
3. Authorised Use
3.1 Subject to the restrictions set out in this clause and the other terms and conditions of these Terms, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services.
3.2 You must not:
3.2.1 use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Services or any operating system;
3.2.2 infringe our intellectual property rights or those of any third party in relation to your use of the Services;
3.2.3 transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Services;
3.2.4 except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and except to the extent expressly permitted under these Terms:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software;
3.2.5 access all or any part of the Services in order to build a product or service which competes with the Services;
3.2.6 use the Services to provide services to third parties;
3.2.7 license, sell, rent, lease, transfer, assign or otherwise make the Services available to any third party;
3.2.8 attempt to obtain, or assist third parties in obtaining, access to the Services;
3.2.9 introduce or permit the introduction of, any virus into our network and information systems;
3.2.10 impersonate another person, misrepresent your affiliation with another person or entity, engage in fraud or hide or attempt to hide your identity; and
3.2.11 attempt to modify, or gain unauthorised use of or access to, another user’s account, website, application, system, equipment or data.
3.3 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
4.1 We shall provide the Services to you on and subject to these Terms.
4.2 We will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week. If for any reason we need to interrupt the Services for exceptional, unscheduled maintenance, we will use reasonable endeavours to publish advance notice of such interruption on our App.
4.3 You acknowledge and agree that the Services provided by us under these Terms do not include invoice financing services and are strictly limited to assessing the eligibility and saleability of invoices for financing in England and Wales. Subject to clause 7.6, HN Flow Ltd shall not be liable to you in relation to any invoice financing services, any lending services or any other matters arising separate from the Services.
5. Customer Data
5.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
5.2 You warrant that any Accounting Data available on your cloud accounting software platform is a true and complete record of your financial dealings with the relevant third party, and that the data has not been falsely entered onto your accounting system or modified in any way before transmission to us. You also warrant that you have not provided Accounting Data which is likely to lead to a misleading representation of any third party, for example only providing details of selected transactions with a third party. You also warrant that all Accounting Data will be kept up to date and that you will inform us of any material changes to the Accounting Data you provide to us. You also warrant that you will reconcile invoices as the performance of our Services relies on the accuracy of the information you provide. Hydr bears no responsibility for any acts or omissions which occur as a result of inaccurate information you provide (for example, incorrect or missed payment chases).
5.3 You will be liable to us and indemnify us for any breach of any warranty you make to us and such indemnity will cover all loss or damage, including consequential loss, we suffer as a result of your breach of warranty.
5.4 We may from time to time ask you to verify any Accounting Data that you have provided to us, and you agree to co-operate with us at your own cost to such extent and provide to us such information and assistance as we may reasonably require.
5.5 Customer Data will be collected and held on our systems and database and will be used to manage the user generated content on the App. It will be held, and managed in accordance with our Privacy & Cookies Policy, which may include providing Customer Data to our third party service providers.
5.6 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
6. Proprietary Rights
6.1 All intellectual property rights in the Services throughout the world belong to us (or our licensors) and the rights in the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Services other than the right to use them in accordance with these terms.
6.2 We confirm that we have, and will maintain, all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms.
7. Our Liabilities and Responsibilities
7.1 We shall provide the Services with reasonable skill and care. We shall not however be responsible for any failure to deliver the Services resulting from factors outside of our control, including, without limitation, the non-performance or improper performance by third parties of services which we outsource or license in to provide our Services, or any failure on your part to maintain an online connection between your systems and ours, or provide us with accurate information as reasonably requested by us to perform our Services.
7.2 We do not warrant that:
7.2.1 your use of the Services will be uninterrupted or error-free; or
7.2.2 that the Services and/or the information obtained by you through the Services will meet your requirements.
7.3 Use of the Services is not intended to amount to financial or accounting advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the information obtained by you through the Services.
7.4 We shall always aim to protect your identity and will only disclose your identity if reasonably required to do so by operation of law or in accordance with a court order, or if we believe that it is appropriate in all of the circumstances to do so.
7.5 Except as expressly and specifically provided in these Terms:
7.5.1 you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
7.5.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
7.5.3 the Services are provided to you on an “as is” basis.
7.6 Nothing in these Terms excludes our liability:
7.6.1 for death or personal injury caused by our negligence; or
7.6.2 for fraud or fraudulent misrepresentation.
7.7 Subject to clause 7.5 and clause 7.6:
7.7.1 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
7.7.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services under these Terms shall be limited to £5,000.
7.8 Although we make reasonable efforts to update the information on our App, we make no representations, warranties or guarantees, whether express or implied, that the content on our App is accurate, complete or up-to-date. We do not guarantee that our App, or any content on it or received from it, will always be available or be uninterrupted. Access to our App is permitted on a temporary basis and we may suspend, withdraw, discontinue or change all or any part of our App without notice. We will not be liable to you if for any reason our App is unavailable at any time or for any period.
8. End of Service
8.2 Our Services may also be terminated by either party on notice by email to the other if the other party is in material breach of these Terms and has failed to rectify such breach (in the case of a breach capable of being remedied) within thirty (30) days of receiving a notice requiring you or us to do so. On material breach of these Terms by the Customer, we may immediately suspend your access to our Services until such breach is remedied. Notice under this clause, if given by you shall be emailed to email@example.com (as applicable) and, if given by Hydr, shall be emailed to the email address used by you to register for the Services.
8.3 We may terminate our Services immediately on notice by email to you if:
8.3.1 any of our third party service providers cease to provide their services to us for any reason; or
8.3.2 there is any restriction on our use of the third party’s services or the Customer Data in such a way that renders us unable to perform the Services.
8.4 Termination shall discharge us from any liability for further performance of our Services to you.
9. Compliance with Relevant Law
We each undertake to the other that we will comply fully with all applicable legal obligations and all applicable statutes, laws, regulations, directives or requirements made by any governmental authority or equivalent body of competent jurisdiction.
10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information disclosed in connection with the Services including any information (whether or not technical) that would be regarded as confidential by a reasonable business person, except as permitted below.
10.2 Each party may disclose the other party’s confidential information:
10.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under these Terms or in connection with the Services. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause and at all times, each party is liable for any failure to comply; and
10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under these Terms or in connection with the Services.
10.4 On termination, subject to clause 5, each party shall use its best endeavours to destroy or erase all documents and materials (and any copies) containing, reflecting, incorporating or based on any confidential information of the other party.
10.5 The provisions of this clause shall continue to apply after the termination of these Terms.
11. Other Terms
11.1 You may not assign, licence or transfer any of your obligations under these Terms to any third party. We may freely assign our rights and obligations under these Terms.
11.2 If either of us fails to exercise any right or remedy available under these Terms then such failure or delay will not prevent either of us from relying on those rights or remedies in the future. A waiver of a breach of these Terms shall not constitute a waiver of any other breach of these Terms.
11.3 The enforceability or otherwise of any clause, sub-clause or provision of these Terms shall not affect in any way the enforceability of the remainder of these Terms.
11.4 A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms but this does not affect any right or remedy that exists or is available apart from that Act.
11.5 These Terms are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
11.6 We may revise these Terms from time to time by amending this page and it is your responsibility to review our policies as they are binding on you.