HYLARK TERMS AND CONDITIONS

Last updated: 25 August 2022

These terms and conditions (the Terms) govern your access to, and use of our website at hylark.com (the Website), and the use of, and registration with, our life management tool offered through our Website (the Services).

The Hylark Website and Services are operated by Executives Place Ltd, a company registered in England under number 07100165, with its registered office at Churchill House, 137-139 Brent Street, London NW4 4DJ, UK (Executives Place or we/us).

Unless otherwise stated, You means the user of the Website and/or the Services.

By accessing and/or using our Website and/or Services or expressly accepting our Terms, you agree to be bound by these Terms. You may not access or use our Website or Services if you do not agree to or accept our Terms.

1. Your Status

1.1 You are over 18. You must be at least 18 years old to use and access our Services.

1.2 You are using our services on behalf of another person. If you use the Services on behalf of another person, you are considered to be using the Services for both yourself and that person. In such a case, you represent and warrant that (a) you are an authorized representative of that person, (b) you have authority to bind the person to these Terms, and (c) you agree to these Terms on that person’s behalf.

2. Account Registration.

2.1 Create an account. In order to use our Services, you must create an account using your email address and choose a password (Account). You are solely responsible for maintaining the confidentiality of your password and other information and keeping your Account secure.

2.2 Use of your Account. You may use your Account to use our Services’ features and functionalities in accordance with the subscription plan you purchased. You warrant and agree that:

(a) you are the sole user of your Account;
(b) you will provide us with accurate, complete, and current registration information about yourself;
(c) you are solely responsible for any and all activities in your Account, including any integration (and associated disclosure of data) in connection with the Services;
(d) you will comply with applicable laws in creating your Account and using our Services.
(e) If you suspect that someone else accessed your Account without your consent, you must inform us as soon as possible by writing to [email protected], and immediately change your password.

2.3 Customer Data. When using our Services, you will input some data in the Website or the Services (your Customer Data). When adding Customer Data to the Services, you agree that you will comply with our Acceptable Use Policy.

2.4 No obligation to monitor data. We are under no obligation to monitor your activities of the Services. However, we may systematically screen and/or monitor any Customer Data, content or information uploaded and/or transmitted into our Service and Website, at any time and for any reason, for compliance with the Terms, with or without notice.

2.5 Disable or terminate your Account, or remove Customer Data. We may review Accounts at any time and for any reason, and without affecting any other rights or remedies available to us, we may terminate or disable an Account, or remove Customer Data (in whole or in part), in our absolute discretion, in particular, if, or if we suspect that:

(a) you are using your Account for illegal or fraudulent activities;
(b) you are providing us with false or concealed information;
(c) you are attempting to disrupt or overwhelm our infrastructure (e.g by using bots or other forms of automation in using our Services); or
(d) you have breached these Terms;
and you agree that such event will not give rise to a ground for a claim against us.

3. Data protection

3.1 How we process your information. Under data protection legislation, we are required to provide certain information about who we are, how we process personal data and for what purposes and the rights of data subjects in relation to personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read that information. You are required to agree to the terms of the Privacy Notice by clicking “Accept” in the relevant box on the Website. If you do not accept the terms of the Privacy Notice you will not be permitted to use our Services.

3.2 We may process Customer Data on your behalf. By using the Services, you also accept our Data Processing Addendum, which governs our processing on your behalf of the personal data you provide us with in using the Services.

3.3 Internet transmissions are never secure. Please be aware that internet transmissions are never completely private or secure and that any message or information you send us may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

4. Purchase Order, Subscription, and Fees

4.1 Purchase Order. In order to subscribe to our Services, you have to complete and place a purchase order via our Website (Purchase Order). The Purchase Order will set out the type of subscription you selected, including the term of the subscription and the subscription fees that apply to the subscription plan you selected.

4.2 Fees. In order to be able to use the Services, you will pay us the fees set out in your Purchase Order, in the currency and at the frequency set out in the Purchase Order. The fees are exclusive of any VAT and applicable tax.

4.3 Payments. We use a third party service provider to collect the fees on our behalf. You authorise us (and our service provider) to charge you the fees set out in your Purchase Order, at the frequency set out in the Purchase Order.

4.4 Upgrades. You can upgrade your subscription plan at any time, in which case you will be billed for the applicable increased amount of fees for the remainder of the term set out in your Purchase Order.

4.5 Late payments. If you do not pay the fees on time, we may suspend your account until the outstanding fees have been paid.

4.6 Changes to the fees. We reserve the right to change the fees at any time, on notice to you if such change affects your existing subscription on renewal. This means that if you have purchased a monthly subscription, the fees will be increased the following month.

5. Renewals

5.1 Automatic renewals. We have set up automatic renewals in your Account to avoid interruptions. This means that your subscription will automatically be renewed at the then-applicable rates, and for the same term. If you have a monthly subscription, your subscription will be automatically renewed monthly; if you have a yearly subscription, your subscription will automatically renew on a yearly basis.

5.2 Disabling auto-renewals. You may choose to disable the auto-renewal option at any time in your Account settings or may cancel your subscription prior to the end of the term set out in your Purchase Order. If you do not cancel your subscription before the end of the term or disable the auto-renewal option, you will be automatically charged for the renewal, and any such payment will not be refunded.

6. Refund Policy

6.1 Initial purchase. If you are unsatisfied with your initial purchase, you can terminate the Services by providing us with written notice within 14 days from having first ordered the Services. In such a case, we will refund you the fees (in the same currency) you paid in your initial purchase. We will only make refunds to the account associated with the credit card you used for the initial purchase. Refunds only apply to initial purchases and do not apply to any subsequent renewals or upgrades of the Services.

6.2 Non-refundable fees. Except as set out in this clause 6, the fees are non-cancellable and non-refundable.

7. Third party links and integrations

7.1 Third party integrations. We offer integrations with third party services, such as Microsoft 365, Google Calendar, etc. (Third Party Services). We are not affiliated with these Third Party Services, and we do not endorse them or take responsibility for them. Your relationship with the providers of these Third Party Services is governed by their terms and conditions; we are not a party to these terms with the Third Party Services providers. You understand that by integrating these Third Party Services with your Account, there will be an exchange of your Customer Data between them and us.

7.2 Discontinuing third party integrations. We reserve the right to discontinue the use or suspend the availability of any Third Party Services for any reason and at any time without notice, which may result in your inability to use certain functions of the Services.

7.3 Third party links. Our Website and/or Services may contain links or functionality to access or use third party websites, platforms, or display materials of third parties. When you leave our Website or Services by clicking on any link, you do so at your own risk, and you must comply with the terms and conditions of these third party websites or platforms. We will not be responsible or liable for these websites of platforms, and do not approve or endorse their use or content.

8. Intellectual Property Rights

8.1 Licence to the Customer Data. In order for us to be able to provide our Services to you, you grant us (and our affiliates) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable right to exercise all intellectual property rights over your Customer Data that you provide us with under these Terms.

8.2 We retain all intellectual property rights to our Website and Services. Our Website, Services, and all content or materials in them, including the “look and feel”, logos, trade names, trade marks, designs, texts, graphics, pictures, information, data, software, sounds and other files, and the arrangement thereof (the Content) are owned by us, or our affiliates or licensors. You may not copy, distribute, communicate to the public, creative derivatives of or in any way use the Content whether in whole or in part, or use any framing techniques, without our prior written approval.

8.3 Feedback. You may provide us with feedback, comments and suggestions for improvements of our Services or Website (the Feedback) by sending us emails, or interacting with us through social media. In order for us to be able to freely use this Feedback and improve our Services and Website, you assign to us any rights, titles and interests you may have in any such Feedback, and waive any moral rights in relation thereto. You agree that we will not compensate you for any such Feedback.

8.4 We grant you a license so you can use our Website and Services. We grant you a limited, non-exclusive, non-transferable, non-sublicensable and personal licence to access and use our Services and Website, subject to you complying with these Terms.

8.5 What you cannot do with the license. The license we give you does not allow you to (a) resale or commercialize our Website and/or Services; (b) modify, distribute, copy, republish or make derivatives of our Websites or Services; or (c) collect or use our or other users’ information, or carry out any data extraction or data mining whatsoever.

9. Confidentiality

9.1 Confidential Information. Any information that we provide each other (directly or through a third party) which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential whether disclosed or obtained before, on or after the date of your Purchase Order (Confidential Information) will be kept confidential. This obligation will apply to any employees, consultants and suppliers or advisors to whom the Confidential Information will need to be disclosed. Neither party shall use or disclose the Confidential Information of the other party (a) for purposes not related to the performance of these Terms, (b) other than as permitted by these Terms, or (c) without the prior written consent of the other party.

9.2 Information which is not considered confidential. Confidential Information does not include information which the other party can show (a) is in or has become part of the public domain other than as a result of a breach of these Terms, (b) was in its written records before receiving the information (other than a result of a breach), (c) was independently developed by the party, or (d) was independently and legally disclosed by a third party.

9.3 Security measures to protect the Confidential Information. Both parties will ensure it keeps any Confidential Information of the other party secure to prevent inadvertent or unauthorized disclosure.

9.4 Other authorized disclosures of Confidential Information. Either party can disclose Confidential Information of the other to the extent required by applicable law or by order of a court or governmental body or authority of competent jurisdiction. Where practicable and legally permitted, the party having to disclose the Confidential Information will consult with the other party, and at the other party’s request and cost, reasonably co-operate with and assist that other party in opposing such disclosure.

9.5 Survival of the confidentiality obligations. The obligations set out in this clause 9 will survive termination of these Terms for whatever reason.

10. Warranties and Indemnities

10.1 Our warranty over the Website and the Services. Except where otherwise expressly provided herein, to the maximum extent permitted by applicable law, our Services and Website are provided “as is” without warranty of any kind, either expressed or implied, including any implied warranty of merchantability, satisfactory quality, non-infringement or fitness for a particular purpose.

10.2 We endeavor to make the Website and Services available to you. Whilst we try to make the Website and the Services available 24 hours a day, we cannot guarantee it, and we cannot be liable if the Website or the Services are unavailable for any time or for any period. We do not guarantee that the Services or the Website will be uninterrupted or error-free, or comply with regulatory requirements, or free of viruses or other harmful components. Due to the nature of the Internet, this cannot be guaranteed.

10.3 Maintenance and repairs. We may occasionally need to carry out repairs, maintenance or introduce new facilities and functions.

10.4 You will indemnify us. You shall indemnify and keep us indemnified against any costs, claims or liabilities incurred directly or indirectly by us (along with any fees or charges associated with the said liabilities) arising out of or in connection with your use of the Website or Services or arising out of your non-compliance with or breach of these Terms.

11. Limitation of Liability

11.1 Liability exclusion. Nothing in these Terms shall exclude or limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, and/or any other liability which may not be limited or excluded by applicable law. Other than in relation to our liability for the foregoing (a) our total liability in connection with our Website or Services whether arising from contract, negligence or otherwise shall be limited to the fees you paid us in the 12 months immediately preceding the matter giving rise to our liability, and (b) we will not be liable for any consequential loss or indirect loss, or for any loss of profit, loss of data, loss of business opportunity, loss of anticipated savings, or goodwill.

11.2 Duty to exercise reasonable care and skill. In performing any obligation under these Terms, our only duty is to exercise reasonable care and skill.

12. Modification of the Services

12.1 We may change our Website or Services. We may change or update our Website or Services and any content therein without warning to you.

12.2 We may add new Services or features. As we grow and develop our Services, we might sometimes need to provide additional terms for a specific service, and such services will be deemed part of the Services and subject of to the Terms. In the event of a conflict between these Terms and the specific terms, the specific terms will prevail for the specific services.

13. Term and termination

13.1 Commencement of Terms. These Terms shall commence on the date of the Purchase Order for the Term, unless otherwise terminated in accordance with these Terms.

13.2 How we can terminate your Account and these Terms. Without affecting any other right or remedy available to us, we may terminate these Terms and cancel your Account with immediate effect by giving you written notice:
(a) if you fail to pay any amount due under these Terms on the due date for payment and you remain in default not less than 14 days after being notified in writing to make such payment; or
(b) at any time, in which case our sole and absolute liability to you will be for us to refund to you any amounts you have paid in advance for access to the Services which relate to the period after termination.

13.3 How you can terminate your Account and these Terms. You may terminate your subscription to the Services at any time by cancelling the Services and/or deleting your Account, but unless otherwise stated in these Terms, you will not be entitled to a refund on the fees you pre-paid.

13.4 What happens once the Terms are terminated? On termination for any reason, (a) you must pay all outstanding fees, and (b) all the license granted under this agreement will be terminated and you must stop using the Services. But termination will not affect the rights, obligations or liability of either parties which have accrued up to the date of termination.

13.5 What happens to your Customer Data on termination. On termination, we may destroy or dispose the Customer Data we have in our possession after ten days. It is your sole responsibility to ensure that you retrieve or export any Customer Data from your Account before it is deleted. We will not be responsible to you or any third party for any Customer Data which you failed to retrieve before we delete it.

13.6 Survival of provisions following termination. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination.

14. General

14.1 Non-Assignment. You can only transfer your contract with us to someone else if we agree to this.

14.2 If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these Terms are unlawful, the rest will continue to apply.

14.3 Amendments to these Terms. We reserve the right to amend these Terms at any time. All amendments to these Terms will be posted online. Continued use of the Services will be deemed to constitute acceptance of the new Terms. If you do not agree with any amendments to our Terms, you must immediately stop using our Services.

14.4 Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you’re not allowed to, but that doesn’t mean we can’t do it later.

14.5 Notices. Notices under these terms and conditions shall be in writing and delivered by hand or sent by recorded delivery post to the relevant party at its address as set out in these terms and conditions or to the email or a director provided by the relevant party. Without evidence of earlier receipt, communications are deemed received: if delivered by hand, at the time of delivery; if sent by recorded delivery, at 9.00 am on the second business day after posting; or, if sent by email, at the time of transmission, and in the case of post or email it shall be sufficient to prove that the communication was properly addressed and posted or transmitted (in the case of email by way of delivery receipt message).

14.6 Nobody else has any rights under this contract. This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.

14.7 Disputes. If you have a potential claim against us, you shall first, prior to initiating any proceedings, contact us by sending an email to [EMAIL] (Claim Notice) describing the nature of your claim and provide us with as much information, documentation and evidence we reasonably require for us to assess your claim. If so requested by us, the parties will negotiate in good faith to seek resolution of your claim. In which case, you agree not to bring proceedings against us for at least 60 days from the date of your Claim Notice.

14.8 Governing Law. These Terms and any non-contractual obligations arising in connection with it are governed by and construed in accordance with English law.

14.9 Jurisdiction. English courts have exclusive jurisdiction to determine any dispute arising in connection with these Terms, including disputes relating to any non-contractual obligations. The foregoing provision is without prejudice to any law to which you might be subject which provides that such dispute or claim must be brought in the jurisdiction in which you are domiciled, or where the relevant law contains mandatory provisions that override such exclusive jurisdiction.