These Terms govern your access to and use of the hiflo platform, websites, applications, APIs, AI features and related services, provided by Dripex Labs Inc.
These Terms of Service (the “Terms”) govern your access to and use of the hiflo platform, websites (hiflo.io, app.hiflo.io and related subdomains), applications, APIs, AI features and related services (collectively, the “Services”), provided by Dripex Labs Inc., a Delaware corporation (“Dripex Labs”, “hiflo”, “we”, “us” or “our”).
By creating an account, clicking “I agree” or a similar button or checkbox, signing an order form, or accessing or using the Services, you (“you”, “Customer” or “User”) agree to be bound by these Terms, our Privacy Policy, and, where you upload or process Personal Information through the Services, our Data Processing Addendum (“DPA”), each incorporated by reference. If you do not agree, do not use the Services.
If you are accepting these Terms on behalf of a company, organization or other legal entity, you represent that you have authority to bind that entity. In that case, “Customer”, “you” and “your” refer to that entity. The Services are intended for business use by organizations and their Authorized Users, and not for personal, household or consumer use.
1.1“Account” means the account created by or for Customer to access the Services.
1.2“Authorized Users” means Customer's employees, contractors, agents, administrators and other individuals whom Customer permits to access the Services under Customer's Account.
1.3“Customer Data” means all data, content, records, files, documents and Personal Information that Customer or its Authorized Users submit to, upload to, transmit through, store in or process through the Services, including employee records, onboarding information, leave data, documents, survey data, skills data, performance data, prompts and other content submitted to AI features.
1.4“DPA” means hiflo's Data Processing Addendum, as updated from time to time, available at https://hiflo.io/dpa or another URL provided by hiflo.
1.5“Flo” means the AI assistant feature within the Services, together with any related AI-assisted functionality made available by hiflo.
1.6“Order Form” means any online checkout page, pricing selection, order confirmation, statement of work or signed ordering document that identifies the applicable plan, fees, subscription term or other commercial terms for the Services.
1.7“Personal Information” or “Personal Data” has the meaning given under applicable data protection or privacy law, including the South African Protection of Personal Information Act, 2013 (“POPIA”), the California Consumer Privacy Act as amended, and other applicable U.S. state privacy laws.
1.8“Third-Party Services” means third-party products, platforms, services, APIs, models, hosting providers, payment processors, integrations, applications or websites that are not owned or controlled by hiflo.
2.1Capacity. You may use the Services only if you are at least 18 years old and capable of entering into a binding agreement. The Services are not available to minors, and minors may not create Accounts.
2.2Authority. If you use the Services on behalf of an organization, you represent and warrant that you are authorized to do so and that the organization will be bound by these Terms.
2.3Accurate information. You must provide and maintain true, accurate, current and complete Account, billing and contact information.
2.4Credentials. Access to the Services may require a username, email address, password, single sign-on credentials, authentication token or other login method. Customer is responsible for safeguarding credentials and for all activity under its Account, except to the extent caused by hiflo's breach of these Terms. If you believe credentials have been lost, stolen or compromised, notify us immediately at security@hiflo.io.
2.5Authorized Users. Customer is responsible for its Authorized Users' access to and use of the Services, and for ensuring that Authorized Users comply with these Terms. Any breach of these Terms by an Authorized User is deemed a breach by Customer.
2.6Administrative control. If an Account is provisioned or managed by an employer or other organization, that organization may control the Account, manage access, view usage, access Customer Data, configure settings, suspend or terminate access, and otherwise administer the Account according to its policies and applicable law.
3.1Description. hiflo is a multi-tenant, AI-assisted human-resources software-as-a-service platform that provides tools including employee management, leave, onboarding, documents, surveys, skills, performance, analytics and the Flo AI assistant.
3.2Right to use. Subject to these Terms, hiflo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer's internal business purposes.
3.3Changes to the Services. We may modify, add to, improve or discontinue features of the Services from time to time. We will use reasonable efforts to notify Customer of material adverse changes to core features Customer actively uses. We are not required to continue providing any feature where doing so would create a legal, security, technical or commercial risk.
3.4Availability. We use commercially reasonable efforts to keep the Services available. Except as expressly stated in a separate written service-level agreement, the Services are provided without any uptime guarantee. We are not liable for temporary unavailability, downtime or interruptions, including downtime caused by maintenance, third-party providers, internet failures, security incidents, force majeure events or circumstances outside our reasonable control.
3.5Support. hiflo may provide support through email, in-app support, help documentation or other channels that we make available. Support commitments, if any, are only those expressly stated in an Order Form or separate written agreement.
3.6Beta features. We may make beta, preview, experimental, pilot or early-access features available from time to time. Beta features are provided for testing and evaluation only, may be modified or discontinued at any time, and are provided “as is” without warranties, indemnities, service credits, support commitments or liability, to the maximum extent permitted by law.
4.1Plans and fees. Paid features are offered on subscription plans, including Starter, Growth, Business, Enterprise or other plans shown at signup or in an Order Form. Fees may be based on plan type, billing period, number of employees, number of Authorized Users, usage, add-ons or other pricing metrics shown at checkout or in an Order Form. Fees are stated in U.S. Dollars (USD), or the currency shown at checkout, and are exclusive of taxes unless stated otherwise.
4.2Billing, renewals and cancellation. Subscriptions are billed in advance through our payment processor. Unless you cancel before the renewal date, your subscription will automatically renew for successive periods of the same length, and you authorize hiflo and our payment processor to charge your payment method for the applicable recurring fees and taxes.
Before you complete checkout, we will disclose the renewal term, billing frequency, recurring charges, cancellation method, and any applicable free-trial or promotional-pricing terms. By selecting a paid plan, completing checkout or submitting an Order Form, you expressly consent to the automatic renewal and recurring charges.
You may cancel renewal through your Account settings where available, or by contacting billing@hiflo.io. Cancellation stops future renewal charges but does not entitle you to a refund of fees already paid, except where required by applicable law or expressly stated in an Order Form.
Where required by applicable law, including automatic-renewal laws, we will provide an acknowledgement of the renewal terms capable of being retained, maintain records of affirmative consent, provide required renewal or fee-change notices, and make cancellation available through the same medium used to activate the subscription.
4.3Taxes. Customer is responsible for all applicable taxes, levies, duties, VAT, sales tax, use tax, withholding tax and similar governmental assessments, excluding taxes based on hiflo's net income. If withholding is required by law, Customer must gross up payments so hiflo receives the full amount invoiced, unless prohibited by applicable law.
4.4Late or failed payment. If payment fails or is overdue, hiflo may suspend, downgrade or terminate access to the Services after notice, except where notice is not required by law or where continued access would create a legal, security or financial risk. Amounts not under good-faith dispute are payable when due. Customer is responsible for reasonable costs of collection for overdue amounts.
4.5Refunds. Except where required by applicable law or expressly stated in an Order Form, fees are non-refundable and non-creditable.
4.6Free trials and promotions. hiflo may offer free trials, promotional pricing, credits or discounts. Unless otherwise stated, hiflo may modify, revoke or end trials, promotions, credits or discounts at any time. At the end of a trial or promotional period, the applicable paid subscription terms will apply if Customer has provided a payment method and has not cancelled before the renewal or conversion date.
4.7Price changes. hiflo may change pricing for future subscription periods by providing notice before the change takes effect. Price changes will not affect the current paid subscription period unless Customer agrees otherwise.
5.1Ownership and limited license. As between the parties, Customer owns all right, title and interest in Customer Data. Customer grants hiflo a non-exclusive, worldwide license to host, copy, transmit, process, store, display and use Customer Data solely as necessary to provide, secure, support, maintain and improve the Services, comply with law, prevent or address technical or security issues, and as otherwise expressly permitted by these Terms, the Privacy Policy or the DPA.
hiflo may use aggregated or de-identified data to operate, analyze and improve the Services, provided that such data does not identify Customer, Authorized Users or any individual. hiflo will not use Customer Data to train third-party foundation models or general-purpose AI models unless Customer has expressly opted in or agreed in writing.
5.2Customer responsibilities. Customer is responsible for Customer Data, including its accuracy, quality, legality and suitability for use with the Services. Customer represents and warrants that it has all rights, permissions, notices, consents and lawful bases required to collect, use, disclose, submit and process Customer Data through the Services, including Personal Information relating to employees, applicants, contractors or other individuals.
5.3Data protection roles. Where hiflo processes Personal Information contained in Customer Data on behalf of Customer, Customer acts as the responsible party, controller or business, and hiflo acts as the operator, processor or service provider, as applicable. hiflo will process such Personal Information only on Customer's documented instructions, as described in the DPA, and in accordance with POPIA and applicable U.S. state privacy laws.
To the extent hiflo acts as a service provider, contractor or processor under applicable privacy law, hiflo will not sell or share Customer Data, retain, use or disclose Customer Data outside the business relationship with Customer, or combine Customer Data with personal information from other sources, except as permitted by applicable law and the DPA.
5.4Security. hiflo maintains commercially reasonable technical and organizational safeguards designed to protect Customer Data, including tenant isolation, access controls, encryption and security monitoring, as further described in the DPA. Customer is responsible for configuring the Services appropriately, managing Authorized User access, using strong authentication, and maintaining the security of its own systems, devices and networks.
5.5Security incidents. hiflo will notify Customer of a confirmed security incident involving Customer Data as required by the DPA and applicable law. Customer is responsible for making any legally required notices to its employees, users, regulators or other third parties unless the DPA states otherwise.
5.6Aggregated and de-identified data. hiflo may collect and use aggregated, anonymized or de-identified data derived from use of the Services to operate, analyze, benchmark, improve and market the Services, provided that such data does not identify Customer, Authorized Users or any individual. hiflo will not attempt to re-identify de-identified data except to test whether de-identification measures are effective or as permitted by law.
5.7Regulated and sensitive data. Customer will not submit to the Services any data subject to specialized legal regimes, including protected health information under HIPAA, consumer reports or background-check information under the Fair Credit Reporting Act, payment card data subject to PCI DSS, biometric identifiers, children's data, government-issued identification numbers, immigration documents, authentication secrets or highly sensitive personal information, except where the applicable feature, Order Form or written addendum expressly permits that data type. Customer is responsible for determining whether Customer Data is suitable for processing through the Services and for obtaining all notices, consents and lawful bases required for its collection and processing.
5.8Confidentiality. Each party may receive confidential information from the other party in connection with the Services. Confidential information includes non-public business, technical, financial, product, security, customer, personnel and data-related information, whether disclosed orally, visually, electronically or in writing, and whether marked confidential or reasonably understood to be confidential.
The receiving party will protect the disclosing party's confidential information using at least reasonable care, and will use it only to perform or exercise rights under these Terms. The receiving party may disclose confidential information to its employees, contractors, advisors, service providers and representatives who need to know it and are bound by confidentiality obligations at least as protective as these Terms.
Confidential information does not include information that is public without breach, independently developed without use of the disclosing party's confidential information, rightfully received from a third party without confidentiality obligations, or approved for release in writing. A receiving party may disclose confidential information if required by law, subpoena or court order, provided it gives reasonable notice where legally permitted.
Customer may use the Services only for lawful internal business purposes. Customer will not, and will not permit any Authorized User or third party to:
6.1reverse engineer, decompile, disassemble, decode or attempt to derive the source code, structure, algorithms, models, underlying ideas or non-public APIs of the Services, except to the extent such restriction is prohibited by applicable law;
6.2resell, sublicense, lease, rent, time-share, distribute or provide the Services to third parties outside Customer's organization without hiflo's prior written consent;
6.3upload, submit, transmit or process unlawful, defamatory, infringing, harmful, discriminatory, harassing, malicious or deceptive content, or any data that Customer does not have the right to process;
6.4use the Services to violate any person's privacy, publicity, employment, labor, anti-discrimination, consumer-protection, data-protection or other legal rights;
6.5use the Services to make unlawful employment decisions, unlawfully discriminate, harass, retaliate or otherwise violate employment or labor laws;
6.6interfere with, disrupt, degrade, overload or compromise the integrity, security, availability or performance of the Services or related systems;
6.7attempt to gain unauthorized access to the Services, other customers' data, accounts, systems or networks;
6.8introduce malware, viruses, worms, logic bombs, harmful code or security exploits;
6.9scrape, crawl, harvest, extract or bulk export data from the Services except through documented functionality made available by hiflo for Customer's authorized use;
6.10use the Services to build, train or improve a competing product or service, or to benchmark the Services for competitive purposes without hiflo's prior written consent;
6.11remove, obscure or alter proprietary notices, attribution, branding or legal notices in the Services;
6.12use the Services in violation of U.S., South African or other applicable export-control, sanctions or anti-corruption laws.
hiflo may suspend or terminate access to the Services, with or without notice, if hiflo reasonably determines that Customer or any Authorized User has breached this section, poses a security, legal, operational or reputational risk, or is using the Services for spam, fraud, unlawful or harmful activity.
7.1Informational only. Flo and other AI features generate responses, summaries, suggestions and other outputs to assist Customer. AI outputs are provided for information only and do not constitute legal, financial, tax, medical, employment, labor-relations, compliance or professional HR advice.
7.2No automated employment decisions. Customer is solely responsible for all employment, HR, compliance, disciplinary, compensation, promotion, termination, leave, benefits, hiring, performance-management or other decisions made using or informed by the Services. Customer will not use AI outputs as the sole basis for any legally significant decision affecting an employee, applicant, contractor or other individual.
7.3Human review required. AI outputs may be incomplete, inaccurate, biased, outdated or unsuitable for Customer's intended use. Customer is responsible for reviewing all AI outputs, validating them against Customer's own policies and applicable law, and obtaining independent professional advice before relying on AI outputs for legally significant matters.
7.4Employment-law and AEDT compliance. Unless expressly stated in an Order Form or product documentation, hiflo does not provide automated employment decision tools, bias audits, employment-law compliance services, legal determinations or professional HR advisory services. Customer is responsible for determining whether its use of the Services is subject to any employment, labor, discrimination, automated decision-making, notice, audit, recordkeeping, works council, union consultation or similar laws.
7.5Inputs and outputs. Customer is responsible for all prompts, inputs, files and data submitted to AI features, and for ensuring that it has the right and lawful basis to submit them. Customer is also responsible for evaluating, editing, approving and using AI outputs.
7.6AI providers. AI features may be powered by hiflo systems or Third-Party Services. hiflo will process AI inputs and outputs as necessary to provide, secure, support and improve the Services, subject to these Terms, the Privacy Policy and the DPA. hiflo will not use Customer Data to train third-party foundation models or general-purpose AI models unless Customer has expressly opted in or agreed in writing.
8.1Third-Party Services. The Services may integrate with, interoperate with or rely on Third-Party Services, including payment processors, hosting providers, infrastructure providers, AI providers, communication providers, analytics providers and Customer-selected integrations.
8.2Customer-selected integrations. If Customer enables an integration or directs hiflo to transmit Customer Data to a Third-Party Service, Customer authorizes hiflo to transmit and receive Customer Data as necessary for that integration. Customer is responsible for its use of Third-Party Services and for reviewing applicable third-party terms and privacy policies.
8.3No responsibility for third parties. hiflo is not responsible for Third-Party Services, their acts or omissions, their security practices, their availability, or Customer Data once transmitted to a Third-Party Service at Customer's direction. This section does not limit hiflo's obligations under the DPA for subprocessors engaged by hiflo to provide the Services.
8.4Payment processor. Payments are processed by hiflo's third-party payment processor. hiflo does not store full payment card numbers. Payment processing is subject to the payment processor's terms, policies and security practices.
9.1hiflo IP. The Services, including all software, source code, object code, APIs, workflows, AI features, interfaces, designs, templates, text, graphics, documentation, models, know-how, trademarks, service marks, logos and other technology or content provided by hiflo, are owned by hiflo or its licensors and are protected by the laws of South Africa, the United States and other jurisdictions. Except for the limited right to use the Services under these Terms, no license or right to hiflo's intellectual property is granted to Customer.
9.2Customer Data. Customer retains ownership of Customer Data. hiflo receives only the rights expressly granted in these Terms, the Privacy Policy, the DPA and any applicable Order Form.
9.3Restrictions. Customer will not commercially exploit, reproduce, distribute, modify, frame, mirror, create derivative works from, or remove proprietary notices from any part of the Services or hiflo content, except as expressly permitted by these Terms or by hiflo in writing.
9.4Feedback. If Customer or any Authorized User provides suggestions, ideas, enhancement requests, recommendations, corrections or other feedback regarding the Services, Customer grants hiflo a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable license to use that feedback without restriction or compensation.
9.5Customer name and logo. Unless Customer opts out by emailing legal@hiflo.io, hiflo may identify Customer as a customer and use Customer's name and logo in customer lists, pitch decks, websites and marketing materials. hiflo will not suggest endorsement or disclose confidential information through such use.
10.1Mutual authority. Each party represents that it has the legal power and authority to enter into these Terms.
10.2Customer warranties. Customer represents and warrants that: (a) it has the right to provide Customer Data to hiflo for processing through the Services; (b) Customer Data and Customer's use of the Services will not violate applicable law or third-party rights; and (c) Customer will use the Services only in accordance with these Terms and applicable law.
10.3Disclaimer. To the maximum extent permitted by law, the Services, AI features, beta features, documentation and all related outputs are provided “as is” and “as available”, without warranties of any kind, express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, reliability, availability, timeliness, accuracy, completeness, non-infringement or freedom from errors.
10.4No guaranteed outcomes. hiflo does not warrant that the Services will meet Customer's requirements, achieve any particular HR, compliance, operational, financial or business outcome, operate without interruption, or be error-free.
10.5Mandatory rights. Some jurisdictions do not allow the exclusion of certain warranties or consumer rights. In those cases, this section applies to the maximum extent permitted by law and does not limit any non-excludable statutory rights, including rights under the South African Consumer Protection Act where it applies.
11.1By Customer. Customer will defend, indemnify and hold harmless hiflo and its officers, directors, employees, contractors, agents, affiliates, licensors and suppliers from and against any third-party claims, damages, liabilities, penalties, fines, costs and reasonable legal fees arising out of or relating to: (a) Customer's or its Authorized Users' use of the Services; (b) Customer Data, including any claim that Customer Data infringes, violates rights or was collected, used, disclosed or processed unlawfully; (c) Customer's breach of these Terms, the DPA or applicable law; (d) Customer's employment, HR, labor, disciplinary, compensation, benefits, hiring, termination or other workplace decisions; or (e) Customer's use of Third-Party Services.
11.2By hiflo — IP infringement. For paid subscriptions, hiflo will defend Customer against any third-party claim alleging that the Services, as provided by hiflo and used in accordance with these Terms, directly infringe a U.S. patent, copyright, trademark or trade secret, and will pay damages finally awarded or settlement amounts approved by hiflo.
This obligation does not apply to claims arising from: Customer Data; Customer's instructions; unauthorized use; modifications not made by hiflo; combination with products, services, data or processes not provided by hiflo; continued use after hiflo provides a replacement or modification; beta, trial or free features; Third-Party Services; or open-source software.
If the Services become, or in hiflo's opinion are likely to become, subject to an infringement claim, hiflo may modify the Services, procure continued use rights, replace the affected functionality, or terminate the affected subscription and refund prepaid unused fees for the terminated portion. This section states Customer's sole and exclusive remedy for IP infringement claims relating to the Services.
11.3Procedure. The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement. Failure to provide prompt notice relieves the indemnifying party only to the extent materially prejudiced. The indemnifying party may not settle a claim in a way that admits fault by the indemnified party or imposes non-monetary obligations on the indemnified party without prior written consent, not to be unreasonably withheld.
12.1Exclusion of damages. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, use or business interruption, whether based in contract, tort, negligence, strict liability or any other legal theory, even if advised of the possibility of such damages.
12.2General cap. Except for Excluded Claims and the Enhanced Cap claims described below, each party's total aggregate liability arising out of or relating to these Terms, the Services, the Privacy Policy, the DPA or any Order Form will not exceed the amounts paid or payable by Customer to hiflo for the Services in the 12 months preceding the event giving rise to the claim. For free-tier, beta or trial use, hiflo's total aggregate liability will not exceed USD 100.
12.3Enhanced cap for hiflo security, confidentiality and data-protection claims. For claims arising from hiflo's breach of confidentiality, data-protection obligations or security obligations, hiflo's total aggregate liability will not exceed two times the amounts paid or payable by Customer to hiflo for the Services in the 12 months preceding the event giving rise to the claim.
12.4Excluded Claims. “Excluded Claims” means: (a) Customer's payment obligations; (b) Customer's indemnity obligations; (c) either party's infringement or misuse of the other party's intellectual property rights; (d) fraud or willful misconduct; (e) liability for death or bodily injury caused by negligence; and (f) liability that cannot be limited under applicable law. hiflo's indemnity obligations under Section 11.2 are subject to the General Cap unless an Order Form expressly states otherwise.
12.5Basis of bargain. The limitations in this section are fundamental to the bargain between the parties and apply even if any limited remedy fails of its essential purpose.
13.1Term. These Terms apply from the date Customer first accepts them or first uses the Services, and continue for as long as Customer uses the Services or has an active subscription.
13.2Termination for breach. Either party may terminate these Terms or an affected Order Form if the other party materially breaches these Terms and fails to cure the breach within 30 days after written notice.
13.3Suspension or immediate termination. hiflo may suspend or terminate access to the Services immediately if: (a) Customer fails to pay undisputed amounts when due; (b) Customer or an Authorized User violates Section 6; (c) continued access creates a security, legal, operational or reputational risk; (d) Customer becomes subject to bankruptcy, insolvency or similar proceedings; or (e) required by law or a Third-Party Service provider.
13.4Effect of termination. Upon termination or expiration, Customer's right to use the Services ends, and Customer must stop using the Services. Unless otherwise stated in the DPA or an Order Form, hiflo will make Customer Data available for export for 30 days after termination or expiration, after which hiflo may delete Customer Data in accordance with the DPA, backup cycles, retention policies and applicable law.
13.5Survival. Sections intended by their nature to survive will survive termination or expiration, including provisions relating to fees owed, Customer Data, confidentiality, intellectual property, disclaimers, indemnification, limitation of liability, dispute resolution, governing law and general terms.
14.1Governing law. These Terms are governed by and interpreted in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods.
14.2Informal resolution. Before filing a claim, each party will try to resolve the dispute informally by providing written notice describing the dispute and allowing 30 days for good-faith discussions, unless immediate legal action is needed to prevent harm or preserve rights.
14.3Arbitration. Any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally will be settled by binding arbitration administered by the American Arbitration Association (AAA). If Customer is using the Services for business purposes, arbitration will be administered under the AAA Commercial Arbitration Rules. If applicable law or AAA rules require consumer arbitration procedures, the AAA Consumer Arbitration Rules will apply.
The arbitration will be seated in Wilmington, Delaware, conducted in English, and decided by one arbitrator, unless the applicable AAA rules require otherwise. Judgment on the award may be entered in any court of competent jurisdiction.
14.4Small claims. Nothing in this section prevents either party from bringing an individual claim in small claims court where permitted.
14.5Injunctive relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information or data security.
14.6Jury and class-action waiver. To the maximum extent permitted by law, each party knowingly, voluntarily and irrevocably waives any right to a jury trial and any right to participate in a class, collective, consolidated, private attorney general or representative action. Claims may be brought only on an individual basis. The arbitrator may not consolidate claims or preside over any class, collective or representative proceeding unless both parties agree in writing.
14.7Mandatory local protections. Nothing in this section deprives any person of mandatory, non-waivable consumer, employment or data-protection rights under applicable law. For customers and data subjects in South Africa, this includes rights under POPIA and the Consumer Protection Act, 2008, where those laws apply.
14.8Export and sanctions. Customer may not use the Services in violation of U.S., South African or other applicable export-control or sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and is not listed on any restricted-party list.
15.1Updates. hiflo may update these Terms from time to time. If we make material changes, we will provide notice through the Services, by email, by posting an updated version, or by another reasonable method.
15.2Effective date. Changes take effect on the date stated in the updated Terms. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
15.3Existing subscriptions. For paid subscriptions, material changes that materially reduce Customer's rights or increase Customer's obligations will generally take effect at the next renewal, unless the change is required sooner for legal, security or operational reasons.
16.1Assignment. Customer may not assign or transfer these Terms, an Account or an Order Form without hiflo's prior written consent, except to a successor in connection with a merger, reorganization or sale of substantially all assets, provided the successor is not a competitor of hiflo and assumes Customer's obligations. hiflo may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, sale of assets or by operation of law.
16.2Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, government action, internet or telecommunications failures, utility failures, cyberattacks, third-party service failures, epidemics, pandemics or other events outside reasonable control. This does not excuse Customer's payment obligations.
16.3Notices. Notices to hiflo must be sent to legal@hiflo.io. Notices to Customer may be sent to the email address associated with Customer's Account, through the Services, or to any address listed in an Order Form.
16.4Severability. If any provision of these Terms is found invalid, illegal or unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
16.5Entire agreement. These Terms, together with the Privacy Policy, DPA and any applicable Order Form or signed agreement, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals or representations on the same subject.
16.6No waiver. A party's failure to enforce a provision is not a waiver of its right to do so later. A waiver must be in writing and signed by the party granting it.
16.7Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary or employment relationship.
16.8No third-party beneficiaries. These Terms do not create rights for any third party, except hiflo's affiliates, officers, directors, employees, contractors, agents, licensors and suppliers may benefit from protections intended for them.
16.9Interpretation. Headings are for convenience only. “Including” means “including without limitation”. “Written” or “in writing” includes email and electronic communications. The singular includes the plural and vice versa.
16.10Electronic communications and signatures. Customer consents to receive communications electronically and agrees that electronic signatures, clickwrap acceptance, online checkout acceptance and electronic records have the same legal effect as physical signatures and paper records.
Disclosures are provided in respect of the contracting entity, and, for South African users, in the spirit of the South African Electronic Communications and Transactions Act, 2002.
Questions about these Terms may be sent to legal@hiflo.io.
Negotiating an enterprise agreement or need our DPA? Reach our legal team at legal@hiflo.io.