AGREED TERMS
Your attention is particularly drawn to the provisions of clause 14 (Limitation of liability).
1. About us
1.1. Company details. Fin Hub Limited (company number HE 332028) (we, us and FinHub) is a company registered in the Republic of Cyprus and our registered office is at Themistokli Dervi 41, Hawaii Tower, 1066 Nicosia, Cyprus. We operate the website www.finhub.com.cy.
1.2. Contacting us. To contact us email support@finhub.com.cy How to give us formal notice of any matter under the Contract is set out in clause 18.2.
2. Our contract with you
2.1. Our contract. These terms and conditions (Terms) together with our engagement found at https://www.finhub.com.cy/engagement-letter (Engagement) apply to your subscription to our website www.FinHub.com.cy (Website) (Contract). The Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3. Language. These Terms and the Contract are made only in the English language.
2.4. Your copy. You should keep a copy of these Terms for future reference.
3. Registration and its acceptance
3.1. Subscribing to our Website. Please follow the onscreen prompts to submit your subscription application to our Website. You may only subscribe using the method set out on the Website. Your subscription application is an offer by you to subscribe for the services offered via our Website (Services) subject to the terms of the Contract.
3.2. Correcting input errors. Our subscription process allows you to check and amend any errors before submitting your subscription application to us. Please check the subscription application carefully before confirming it. You are responsible for ensuring that your subscription application and any information submitted by you is complete and accurate.
3.3. Acknowledging receipt of your subscription application. After you submit your subscription application, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your subscription application has been accepted. Our acceptance of your subscription application will take place as described in clause 3.4.
3.4. Accepting your order. Our acceptance of your subscription application takes place when we send an email to you to accept it (Subscription Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence.
3.5. If we do not accept your subscription application. We will inform you by email if we do not accept your subscription application.
4. Term
4.1. The Contract term is as set out in the Engagement (Initial Term).
4.2. Upon the expiry of the Initial Term, the Contract shall automatically renew for further 12 month periods (Rolling Renewal Periods) unless terminated in accordance with Clause 5 or clause 16.
4.3. Upon any annual renewal of the Contract, the Charges shall be reviewed in accordance with Clause 10.
5. Non-Renewal of the Contract
5.1. In accordance with Clause 4, the Contact shall renew on an annual basis after the expiry of the Initial Term.
5.2. Should you wish not to renew for any reason, we require written notice no less than 15 Business Days prior to the commencement of a Rolling Renewal Period. We will email you to confirm we have re-ceived your notice of non-renewal.
6. Our subscription services
6.1. Subject to our right to amend the subscription services anytime at our discretion (see clause 6.2) we will supply the subscription services outlined in our Engagement Letter, but we provide no guarantee as to the nature or quantity of prospective client enquiries which match your selection criteria, which will be logged on our Website.
6.2. We reserve the right to amend the subscription services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the subscription services.
6.3. We warrant to you that the subscription services will be provided using reasonable care and skill.
7. Your obligations
7.1. It is your responsibility to ensure that:
(a) the terms of your subscription application are complete and accurate;
(b) you co-operate with us in all matters relating to the subscription services;
(c) you comply with our terms and conditions of website use in respect of your use of our Web-site;
(d) you provide us with such information we may reasonably require in order to supply the subscription services and ensure that such information is complete and accurate in all material respects;
(e) you do not deceive us or prospective clients when providing information about your business or the services that you offer in your public profile or in letters of engagement or quotations (Quotations) that you provide to prospective clients (Users);
(f) you perform the work for the Users (Your Services) with reasonable skill and care, in a professional manner and in accordance with your Quotation;
(g) you hold appropriate professional indemnity insurance cover for Your Services;
(h) upon acceptance of a Quotation, you provide Your Services in accordance with the Quotation, which must always be reasonable and free from penalty clauses;
(i) all Your Services are provided by you and are not subcontracted to another provider;
(j) you comply with all applicable laws and regulations from any professional body of which you are a member, in the provision of Your Services;
(k) you must take all reasonable precautions (including using appropriate virus checking soft-ware) to ensure that any information, content, material or data you provide via our Website is free from viruses, spy-ware, malicious software, trojans, worms, logic bombs and anything else which may have a contaminating, harmful or destructive effect on any part of our Web-site;
(l) take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of our Website;
(m) you do not imply anywhere that you are endorsed in any way by FinHub or have any partnership or affiliation with us;
(n) you do not dilute, tarnish or otherwise harm the FinHub brand in any way, including through unauthorised use of content, registering and/or using FinHub or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using do-mains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to FinHub domains, trademarks, taglines, promotional campaigns or Content;
(o) you do not use our Website in connection with the distribution of unsolicited commercial messages or contact any User for any purpose other than the provision of a requested service; and
(p) you take all reasonable precautions (including using appropriate virus checking software) to ensure that any information, content, material or data you provide is free from viruses, spy-ware, malicious software, trojans, worms, logic bombs and anything else which is or may or may have a contaminating, harmful or destructive effect on any part of this Website.
7.2. We reserve the right to request evidence with regards to any matter listed in clause 7.1, including but not limited to evidence of:
(a) accreditations and qualifications;
(b) professional memberships;
(c) professional indemnity insurance and any claims against you;
(d) any other information we consider necessary.
7.3. Under no circumstances may you communicate with Users outside of the FinHub platform, until such time as a User has engaged Your Services.
8. Your Quotations
8.1. You are solely responsible for setting a price and including all applicable Taxes and other charges and disbursements for Your Services in your Quotation.
8.2. Once you have provided a Quotation to a User and your letter of engagement has been signed via the Website by you and the User, you must not deviate from the Quotation provided, unless:
(a) the User has provided inadequate or misleading information with regards to the services required; or
(b) during the performance of Your Services, additional information is discovered which materially changes the scope of the work for which you have quoted.
8.3. When providing a Quotation to a User you must provide complete and accurate information about:
(a) your business;
(b) the services you are offering;
(c) the time frame you need to provide such services;
(d) details of the composition of the people within your business who will provide Your Services; and
(e) any other arrangements which are to form part of the contract between you and the User.
9. Reviews and Feedback
9.1. Within 6 months after Your Services have been completed, both you and the User can leave a public review (Review) and submit a star rating (Rating) about your dealings with each other. Ratings and Reviews reflect the opinions of you and the Users and do not reflect the opinions of FinHub and therefore we accept no responsibility or liability in this regard.
9.2. Ratings and Reviews should be given by you and the Users in accordance with our Terms of Website Use and are not verified by FinHub for accuracy and may be incorrect or misleading or in contravention of the Terms of Website Use. We kindly request you to inform us in writing if such circumstances come to your attention where you believe a Review or Rating about you contravenes the Terms of Website Use and we will investigate this. FinHub may, in its absolute discretion, remove any review or star rating.
9.3. You shall not attempt to manipulate the Ratings or Reviews by submitting Reviews or Ratings about yourself, requesting a none User to leave a positive Review or Rating about you, or offering a User an incentive to write a positive Review or Rating about you.
9.4. All Ratings and Reviews are public and attach to the public profile of the User or any service provider accordingly.
9.5. We welcome feedback and suggestions for improvement of the platform (Feedback). You may submit Feedback by emailing us through the Contact section of the Website. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
10. Charges
10.1. In consideration of us providing the subscription services you must pay our charges (Charges) in accordance with this clause 10.
10.2. Our Charges are based on an annual subscription fee as set out in our subscription application, which can be found in our engagement letter.
10.3. The Charges will be reviewed on an annual basis, with any changes coming into effect on each 12 month anniversary of the Initial Term and at the end of each Rolling Renewal Period. You will be notified of any changes in our Charges no later than 5 Business Days prior to them coming into effect.
10.4. We take all reasonable care to ensure that the stated Charges are correct at the time when you submit your subscription application, however, please see clause 10.6 for what happens if we discover an error.
10.5. Our Charges are exclusive of VAT which shall be charged at the applicable rate from time to time.
10.6. It is always possible that, despite our reasonable efforts, our Charges may be incorrectly stated on our Website. Where the correct Charges are less than the charges stated, we will charge the lower amount and if the correct Charges are higher than the charges stated, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing with your subscription application at the correct Charges or cancelling your subscription application. In this event, we will not process your subscription application until we have your instructions. If we are unable to contact you using the contact details you provided during the subscription application process, we will treat the subscription application as cancelled and notify you in writing. However, if we mistakenly accept and process your subscription application where a Charges error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel your subscription and refund you any sums you have paid.
11. How to pay
11.1. Payment for the subscription services is by direct debit and your designated bank account will be charged automatically at the end of each year during the Term.
11.2. We will send you an electronic invoice in the two weeks following payment in accordance with clause 11.1. 11.3. If you fail to make a payment by the due date, then without limiting our remedies under clause 16 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11.3 will accrue daily at 4% a year above the Central Bank of Cyprus base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
11.4. All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12. Intellectual property rights
12.1. All intellectual property rights in or arising out of or in connection with the subscription services (other than intellectual property rights in any materials provided by you) will be owned by us.
12.2. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the purpose of providing the subscription services to you or should we require them when dealing with any complaints.
13. How we may use your personal information
13.1. Details of how we will process personal information are set out in our Privacy Policy.
14. Limitation of liability:
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
14.1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
14.2. Subject to clause 14.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; or
(f) any indirect or consequential loss.
14.3. Subject to clause 14.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract for that year.
14.4. We have given commitments as to compliance of the Services with the relevant specification in clause 6. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.5. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 2 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
14.6. This clause 14 will survive termination of the Contract.
15. Confidentiality
15.1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 15.2.
15.2. We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, sub-contractors or advisers comply with this clause 15; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
16. Termination
16.1. Without limiting any of our other rights, we may suspend the performance of the subscription services or your access to the Website, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
16.2. Subject to Clause 15, any Charges are non-refundable upon termination.
16.3. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
16.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
17. Events outside our control
17.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
17.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will provide a pro-rata refund for any period in excess of one week affected.
17.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price your annual subscription on a pro rata basis from 1 January until the start of the Event Outside Our Control.
18. Communications between us
18.1. When we refer to "in writing" in these Terms, this includes email.
18.2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
18.3. A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
18.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
18.5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
19. Security and passwords
19.1. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
19.2. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms and conditions.
20. Disclaimer
20.1. If you choose to use the FinHub Platform, you do so voluntarily and at your sole risk. The FinHub Platform and Content are provided “as is”, without warranty of any kind, either express or implied.
20.2. You agree that you have had whatever opportunity you deemed necessary to investigate the FinHub Services, laws, rules, or regulations that may be applicable to your needs and/or services and that you are not relying upon any statement of law or fact made by FinHub relating to a Quotation.
20.3. You agree that some Services may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
21. Indemnity
21.1. You agree to defend, indemnify, and hold harmless FinHub, its officers, directors, employees, affiliates and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from the performance of Your Services or your breach of the terms of these Terms. FinHub shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.
21.2. You agree to release, defend (at FinHub’s option), indemnify, and hold FinHub and its affiliates and subsidiaries, including but not limited to their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:
(a) your breach of the Contract,
(b) your improper use of the Website,
(c) your interaction with any User or service provider, or
(d) your breach of any laws, regulations, intellectual property rights or third-party rights.
22. Dispute Resolution and Arbitration
22.1. We cannot enter into any dispute process, communication or any other avenue in relation to your issues and disputes with Users.
22.2. We will not participate in any Arbitration procedure between you and a User as we are not involved in any other manner than providing a platform to pair you with potential clients.
22.3. We are not responsible for any financial arguments, disputes or to act as liaison or in any capacity between any User and any Service Provider in relation to any disputes as a result of any engagement for service. Any disputes, refunds and / or any other financial matters must be resolved by you and the User without our involvement. We do not participate in any dispute resolution of any sort and for any reason or circumstance between you and a User.
23. General
23.1. Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
23.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
23.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
23.4. Joint Venture. No joint venture, partnership, employment, or agency relationship exists between us and you as a result of this Contract or your use of the FinHub Platform. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
23.5. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
23.6. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
23.7. Governing law and jurisdiction. The Contract is governed by Cyprus law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the Cyprus courts.