Terms and Conditions

1. Definitions

In these Terms the following words have the following meanings. Words and expressions defined here have those meanings unless the context requires otherwise.

1.1"Hiway", "we", "us" and "our" mean UFLIX Ltd, a company registered in England and Wales under company number 15270826, whose registered office is Bartle House, Oxford Court, Manchester, M2 3WQ, trading as Hiway.

1.2"You", "your" and "User" mean the person or organisation that registers for an account or otherwise accesses the Platform under an Order.

1.3"Platform" means the Hiway software and services made available at onthehiway.com and portal.onthehiway.com, together with any related applications and interfaces.

1.4"Order" means the order, subscription selection or onboarding confirmation under which you subscribe to the Services, once accepted in writing by us.

1.5"Services" means the services described in your Order and provided to you through the Platform.

1.6"Content" means any video, audio, image, text or other material that you upload to, store on or distribute through the Platform.

1.7"SmartLink" means a shareable link generated by the Platform that controls who may view an item of Content and on what terms.

1.8"Screener Room" means an access controlled viewing area on the Platform, including watermarked screener access.

1.9"Subscription Fees" means the recurring fees payable for access to the Platform, as set out in your Order.

1.10"Transaction Fees" means the 10% of gross transactional revenue that Hiway retains under clause 4.3.

2. Account & Access

Users must complete onboarding and registration via portal.onthehiway.com. We reserve the right to reject account applications at our discretion.

Once an Order is accepted in writing by us, a legally binding agreement is formed between you and UFLIX Ltd. Additional users may be authorised under written agreement and payment of any applicable sub-account fees.

Time shall be material but not of the essence with respect to performance under these Terms.

3. Services

We will provide the services described in your Order in accordance with these Terms. We may update the services from time to time; where changes are material we will give reasonable notice.

4. Fees & Payment

4.1Subscription fees are non-refundable. They are charged from the commencement date of your Order and are exclusive of any applicable taxes, which you are responsible for paying in addition to the stated fees.

4.2On-boarding fees (if any) are payable in full on or before our acceptance of your Order.

4.3Transaction fees: Hiway retains 10% of gross transactional revenue processed through the platform (SmartLinks, Screener Room access, syndication and live events), with the remaining 90% paid to you via Stripe Connect in accordance with the payout schedule agreed at onboarding.

4.4Failure to pay any amount when due may result in suspension or termination of your account and services.

4.5Overdue amounts will accrue interest at the rate of 8% per annum above the Bank of England base rate in force from time to time, calculated daily from the due date until payment.

5. User Responsibilities

You warrant that you will: (a) comply with all applicable laws and regulations; (b) not introduce malicious code, viruses or other harmful material to the platform; (c) not upload or distribute content that infringes third-party intellectual property, is defamatory, obscene or otherwise unlawful; (d) use the services only for the purposes stated in your Order; and (e) maintain the confidentiality of your account credentials.

6. Liability

6.1Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law.

6.2Subject to clause 6.1, our total liability to you in respect of all losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed the fees paid by you in the 12 months immediately preceding the event giving rise to the claim.

7. Data Protection

Each party will comply with its respective obligations under the UK GDPR and the Data Protection Act 2018. Our processing of personal data is described in our Privacy Policy, which forms part of these Terms.

8. Confidentiality

Each party will keep confidential and not disclose to any third party the other party’s Confidential Information, except as required to perform obligations under these Terms or as required by law.

9. Intellectual Property

You receive a personal, non-exclusive, non-transferable right to access the services for the duration of your subscription. All intellectual property rights in the platform and services remain with UFLIX Ltd. You retain all rights in the content you upload to the platform.

10. Term

These Terms commence on the date we accept your Order and continue for the subscription period agreed, renewing automatically at the end of each term unless terminated in accordance with clause 11.

11. Termination

Either party may terminate these Terms on one month’s written notice to expire at the end of any subscription period. We may terminate immediately on written notice if you materially breach these Terms and fail to cure the breach within 14 days of written notification.

12. Force Majeure

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, governmental action or internet outages.

13. General

13.1We may modify these Terms from time to time. Where changes are material, we will give not less than 30 days’ email notice to the email address registered to your account before the changes take effect.

13.2These Terms are governed by the laws of England and Wales. Any dispute will be subject to the exclusive jurisdiction of the courts of England and Wales.

13.3If any provision of these Terms is held to be unenforceable, the remaining provisions will continue in full force and effect.

14. Contact

UFLIX Ltd t/a Hiway
Bartle House, Oxford Court
Manchester, M2 3WQ
Company number: 15270826
Email: [email protected]