Terms of Service

Acceptance of Terms

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of a company, organisation, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" will refer to that entity.

If you do not agree with these Terms, you may not access or use our Services. We reserve the right to refuse service to anyone for any reason at any time.

Definitions

Throughout these Terms, the following definitions apply:

• Services: All services, software, products, features, and technologies offered by Hoosei, including but not limited to product development, AI experiences, consultancy, and other digital solutions.
• Client: The business entity or individual that engages Hoosei to provide Services.
• Client Content: Any data, information, materials, or intellectual property provided by the Client to Hoosei for use in connection with the Services.
• Deliverables: The final products, software, designs, reports, or other outputs produced by Hoosei as part of the Services and delivered to the Client.
• Intellectual Property: Patents, copyrights, trademarks, trade secrets, and any other intellectual property rights recognised in any jurisdiction worldwide.
• Statement of Work (SOW): A document that defines project-specific activities, deliverables, timeline, and costs for Services provided by Hoosei.

Services Description

Hoosei meticulously builds products and AI experiences for the B2B market. We create our own products and selectively collaborate with forward-thinking companies in finance, tech, and niche markets to deliver purpose-led, functional digital solutions.

Our specific Services include, but are not limited to:

• Custom product development and design
• AI agent development and integration
• Strategic consultancy
• Digital transformation solutions
• Software architecture and engineering
• UX/UI design
• Product strategy

The specific scope, deliverables, timeline, and cost of Services will be detailed in a separate agreement, such as a Statement of Work (SOW), service agreement, or other written document agreed upon by both parties.

We offer our Services through various subscription models, including monthly, quarterly, and annual commitments, each with associated terms and potential benefits for longer commitments.

We reserve the right to modify, suspend, or discontinue any part of our Services at any time. We will make reasonable efforts to notify Clients of significant changes that may impact ongoing projects.

Account Registration and Security

Certain Services may require you to create an account. When you register for an account, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete.

You are responsible for safeguarding your account credentials and for any activity that occurs under your account. You agree to notify us immediately of any unauthorised use of your account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

We reserve the right to disable any user account at any time if, in our opinion, you have failed to comply with these Terms or if we believe your account is being used fraudulently.

Intellectual Property Rights

Hoosei's Intellectual Property: Except as expressly set forth in a separate written agreement, Hoosei retains all right, title, and interest in and to our Services, including all related intellectual property rights. This includes, but is not limited to, our software, technology, methodologies, processes, designs, and any derivatives or improvements thereof created during the provision of Services.

Client's Intellectual Property: You retain all ownership rights in your Client Content. By providing Client Content to us, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, and display such content solely for the purpose of providing the Services to you.

Deliverables: Unless otherwise specified in a separate written agreement (such as an SOW), upon full payment of all applicable fees, Hoosei grants Client a non-exclusive, non-transferable, worldwide license to use the Deliverables for Client's internal business purposes. This license does not include the right to resell, redistribute, or create derivative works from Hoosei's proprietary methodologies, processes, or technologies used to create the Deliverables.

Feedback: If you provide us with any feedback, suggestions, or ideas regarding our Services, you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use such feedback for any purpose without compensation to you.

Attribution: Unless otherwise agreed in writing, we reserve the right to use Client's name and a general description of the Services provided in our portfolio and marketing materials. We will not disclose confidential details of the engagement without Client's prior written consent.

Client Responsibilities

To facilitate the successful delivery of our Services, you agree to:

• Provide timely and accurate information, materials, and feedback necessary for us to perform the Services.
• Designate a primary contact person with authority to make decisions regarding the Services.
• Review and provide feedback on deliverables within agreed-upon timeframes.
• Comply with all applicable laws and regulations related to your use of the Services and Deliverables.
• Ensure you have all necessary rights to the Client Content you provide to us.
• Maintain appropriate security measures to protect your account credentials and access to any systems or tools we provide.
• Pay all fees and expenses as outlined in the applicable SOW or service agreement.

Failure to fulfill these responsibilities may result in project delays, additional costs, or impact on the quality of Deliverables, for which Hoosei cannot be held responsible.

Fees and Payment

Fees: The fees for our Services will be specified in a separate SOW, service agreement, or other written document. Our fees are quoted in British Pounds Sterling (GBP) or Euros (EUR), as specified in your agreement.

Subscription Models: We offer several commitment options for our Services:

• Monthly Subscription: Services billed on a monthly basis with terms as specified in the service agreement.
• Quarterly Subscription: Services billed on a quarterly basis, which may include preferential rates compared to monthly billing.
• Annual Subscription: Services billed on an annual basis, which typically offers the most advantageous rates and may include additional benefits as specified in the service agreement.

Payment Terms: Payment terms, including payment schedule, methods, and due dates, will be specified in the applicable SOW or service agreement. Unless otherwise agreed upon in writing, invoices are due within thirty (30) days of the invoice date.

Late Payments: Late payments may incur interest charges at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) on the outstanding balance from the due date until paid in full. We reserve the right to suspend Services until payment is received.

Taxes: All fees are exclusive of taxes. You are responsible for paying all applicable taxes, including sales, use, Value Added Tax (VAT), Goods and Services Tax (GST), and any other similar taxes or charges imposed by any governmental entity, except for taxes based on Hoosei's net income.

Expenses: Unless otherwise specified, you agree to reimburse us for reasonable expenses incurred in connection with the provision of Services, provided such expenses are approved by you in advance.

Fee Changes: We reserve the right to change our fees for future Services. Any fee changes will not affect Services already contracted under an existing SOW or service agreement for the duration of the agreed term.

Currency Fluctuations: For international clients paying in a currency different from the one specified in the agreement, we may adjust fees to account for significant currency exchange fluctuations. Any such adjustments will be communicated in advance.

Confidentiality

Confidential Information: During the course of our engagement, each party may disclose to the other certain confidential information. "Confidential Information" means any information disclosed by one party to the other that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Protection of Confidential Information: Each party agrees to: (i) protect the confidentiality of the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use the other party's Confidential Information only for the purpose of performing obligations or exercising rights under these Terms; and (iii) limit access to the other party's Confidential Information to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the receiving party.

Exclusions: The confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no fault of the receiving party; (ii) was known to the receiving party before disclosure by the disclosing party; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without access to the disclosing party's Confidential Information.

Disclosure Required by Law: If the receiving party is required by law to disclose the disclosing party's Confidential Information, it will give the disclosing party prompt notice of such requirement (to the extent legally permitted) and will provide reasonable assistance if the disclosing party wishes to contest the disclosure.

Duration: The confidentiality obligations under this section will survive the termination of these Terms for a period of three (3) years, except for trade secrets, which will remain confidential for as long as they qualify as trade secrets under applicable law.

Term and Termination

Term: These Terms will remain in effect until terminated by either party as described below or as specified in a separate SOW or service agreement.

Termination for Convenience: Either party may terminate these Terms or any specific SOW for convenience upon thirty (30) days' written notice to the other party, unless otherwise specified in the applicable SOW.

Termination for Breach: Either party may terminate these Terms or any specific SOW immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice thereof.

Effect of Termination: Upon termination of these Terms or any SOW:

• All licenses granted by either party will immediately terminate, except as otherwise specified in these Terms.
• You will pay Hoosei for all Services performed up to the effective date of termination, including any non-cancellable expenses incurred.
• Each party will return or destroy all Confidential Information of the other party in its possession, except as necessary to comply with legal obligations.
• Any provisions of these Terms that by their nature should survive termination will survive termination, including, but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Disclaimers and Limitations of Liability

Disclaimer of Warranties: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HOOSEI DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

No Guarantee of Results: Hoosei does not guarantee any specific results from the use of our Services. The success of any digital product, AI experience, or other deliverable depends on numerous factors, many of which are beyond our control.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HOOSEI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; AND (iv) UNAUTHORISED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT HOOSEI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOOSEI'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY DUTY, OR OTHERWISE, SHALL BE LIMITED AS FOLLOWS:

1. FOR CLAIMS ARISING DIRECTLY OUT OF OR IN CONNECTION WITH A SPECIFIC STATEMENT OF WORK (SOW) OR SEPARATELY AGREED SERVICE ENGAGEMENT, HOOSEI'S LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY YOU TO HOOSEI UNDER THAT SPECIFIC SOW OR SERVICE ENGAGEMENT.
2. FOR ALL OTHER CLAIMS NOT FALLING UNDER SUB-SECTION (I), HOOSEI'S LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO HOOSEI FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR (B) TWENTY-FIVE THOUSAND POUNDS STERLING (£25,000 GBP).

THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Exceptions: Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you.

Indemnification

Client Indemnification: You agree to defend, indemnify, and hold harmless Hoosei, its affiliates, and their respective officers, directors, employees, and agents 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 (i) your access to or use of the Services; (ii) your violation of these Terms; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or (iv) any claim that your Client Content caused damage to a third party.

Hoosei Indemnification: Hoosei agrees to defend, indemnify, and hold harmless Client from and against any third-party claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to Hoosei's material breach of these Terms or alleging that the Deliverables, as provided by Hoosei and used in accordance with these Terms, infringe any intellectual property right of a third party. This indemnification obligation does not apply to the extent the alleged infringement arises from: (i) modifications to the Deliverables made by anyone other than Hoosei; (ii) the combination of the Deliverables with other products, processes, or materials not provided or specified by Hoosei; or (iii) Client's use of the Deliverables in a manner that violates these Terms or any applicable laws.

Indemnification Procedure: The indemnified party must: (i) promptly notify the indemnifying party in writing of the claim; (ii) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim without the indemnified party's written consent if the settlement requires the indemnified party to admit liability or pay any amounts); and (iii) provide to the indemnifying party all reasonable assistance, at the indemnifying party's expense.

Governing Law and Dispute Resolution

Governing Law: These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. This choice of law applies regardless of the client's location, providing consistency in the interpretation and enforcement of these Terms.

Dispute Resolution: Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

International Transactions: For international clients, we acknowledge that certain mandatory consumer protection laws in your jurisdiction may apply. Nothing in these Terms is intended to limit any non-waivable consumer rights that may exist under the applicable law of your jurisdiction.

No Class Actions: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

Injunctive Relief: Notwithstanding the foregoing, in the event of your or others' unauthorised access to or use of the Services in violation of these Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Changes to Terms

We may revise these Terms from time to time. The most current version will always be posted on our website. If a revision, in our sole discretion, is material, we will notify you via email to the email address associated with your account or through a notification when you access the Services.

By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, you must stop using the Services.

Miscellaneous

Entire Agreement: These Terms, together with any SOWs, service agreements, or other documents expressly incorporated by reference, constitute the entire agreement between you and Hoosei regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter.

No Waiver: No waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Hoosei to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Hoosei's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. Hoosei may freely assign or transfer these Terms without restriction.

Relationship of the Parties: Nothing in these Terms will be construed to create an agency, partnership, joint venture, or employment relationship between the parties. Neither party has authority to act on behalf of or bind the other party in any capacity.

Force Majeure: Neither party shall be liable for any failure or delay in performance under these Terms for causes beyond that party's reasonable control, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labour problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility.

Notices: Any notices or other communications provided by Hoosei under these Terms will be given by posting to the Services or by email to the email address you provide us. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Contact Information

If you have any questions about these Terms, please contact us:

• Legal Inquiries: legal@hoosei.com
• General Contact: hello@hoosei.com
• Address: 10 Upper Grosvenor Road, Tunbridge Wells, England, TN1 2EP