These Terms of Service (the "Terms") govern access to and use of the Ribbonmark website and application (the "Service"), provided by Hili Limited ("Ribbonmark", "we", "us"). By creating an account or using the Service, the organisation you represent (the "Customer", "you") agrees to these Terms, and you confirm you have authority to bind that organisation.
1. Agreement
These Terms, together with any order form or written agreement between us and your organisation, form the entire agreement for the Service. Where a signed agreement conflicts with these Terms, the signed agreement prevails.
2. The service
Ribbonmark provides tools to capture fire-door installation and inspection evidence, apply an evidence gate, issue certificates, and compile building handover packs. We may improve, change or add to the Service over time.
3. Accounts & eligibility
The Service is intended for business users aged 18 or over working in the fire-door and building-safety sector; it is not directed at consumers or children. You must provide accurate account information and keep your credentials secure. You are responsible for all activity under your accounts and for ensuring each of your users complies with these Terms. Notify us promptly of any unauthorised use.
4. Your responsibilities & acceptable use
- You are responsible for the accuracy, quality and legality of the data and evidence you and your users enter into the Service.
- You will use the Service only for lawful purposes and in accordance with these Terms and applicable law.
- You will not misuse the Service — in particular you must not attempt to circumvent the evidence gate, grading or record-integrity controls; attempt to gain unauthorised access to the Service or other customers' data; reverse-engineer or copy the Service except as permitted by law; upload unlawful, infringing or malicious content; or use the Service in a way that could damage, disable or impair it.
- You will obtain any consents and provide any notices required for the personal data (including photographs) you process using the Service.
5. Professional responsibility — important
- Certificates, grades and handover records generated by the Service reflect the evidence and inputs captured by your users. Their accuracy depends on that evidence being complete and correct; a grade or certificate is not a warranty by us that any doorset, building or record complies with any law or standard.
- You and your personnel remain solely responsible for the actual installation, inspection and remediation work, for the competence of those carrying it out, and for compliance with the Building Safety Act 2022, the Fire Safety (England) Regulations 2022, relevant standards and certification schemes, and all other applicable duties.
- Use of the Service does not transfer any of your regulatory or legal obligations to us.
6. Fees & billing
During the private beta the Service is provided free of charge unless an order form states otherwise. When paid plans are introduced, fees will be as set out in your order form or plan. Unless your order states otherwise: subscriptions renew automatically for successive billing periods until either party gives notice of non-renewal before the current period ends; fees are exclusive of VAT and other applicable taxes, which are payable in addition; and, except where required by law or expressly stated, fees are non-refundable. We may change fees on reasonable advance notice, taking effect from your next renewal — if you do not accept a change, you may choose not to renew. If undisputed fees are more than 30 days overdue, we may, after notice, suspend access to the Service until payment is received.
7. Your data & our data-protection role
As between us, your organisation owns the records and evidence you create in the Service. You grant us the rights needed to host and process that data to provide and support the Service. Our handling of personal data is described in our Privacy policy and, where we process personal data on your behalf, in our Data processing addendum, which forms part of these Terms. You may export your records, and you are responsible for maintaining your own copies where you require them for compliance.
8. Intellectual property
We and our licensors own all rights in the Service, including its software, design, branding and the Ribbonmark name and logo. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription. You retain all rights in your data. You must not use our branding without our written permission. If you give us feedback or suggestions about the Service, we may use them to improve and develop the Service without restriction or obligation to you; this gives us no rights in your data.
9. Confidentiality
Each party may receive confidential information of the other — including business, technical and financial information and, in our case, the non-public elements of the Service. Each party will use the other's confidential information only for the purposes of these Terms, protect it with at least reasonable care, and disclose it only to personnel and professional advisers who need it and are bound by equivalent obligations of confidence. These obligations do not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to the recipient, is lawfully received from a third party, or is independently developed; and either party may disclose confidential information where required by law or a regulator, giving the other party notice where lawful. Your records and evidence are protected under section 7 and our Data processing addendum in addition to this section. These obligations continue after termination.
10. Availability
We aim to keep the Service available and reliable but do not guarantee uninterrupted or error-free operation, particularly during beta. Any service-level commitments will be stated separately in writing.
11. Warranties & disclaimers
We provide the Service with reasonable skill and care. To the fullest extent permitted by law, and particularly during the beta, the Service is provided "as is" and "as available", and we disclaim all implied warranties, including fitness for a particular purpose and non-infringement. We do not warrant that the Service will meet every requirement or that its outputs will satisfy any particular legal, regulatory or certification standard. Nothing in these Terms excludes liability that cannot be excluded by law.
12. Limitation of liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited. Subject to that, and to the fullest extent permitted by law: neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data; and our total aggregate liability arising out of or in connection with the Service is limited to the greater of the fees paid for the Service in the twelve months before the claim, or £100 where the Service is provided free of charge during the beta.
13. Indemnity
You will defend and indemnify us (and our officers, employees and agents) against third-party claims, and the resulting damages, costs and reasonable legal fees, to the extent arising from: your or your users' breach of these Terms or of applicable law; the data, evidence and other content you submit to the Service infringing a third party's rights; or a dispute between you and a third party (such as your client or a building owner) concerning your works, inspections or records. We will notify you promptly of any such claim and may, at our expense, participate in the defence; you will not settle a claim in a way that imposes obligations on us without our consent.
14. Term, suspension & termination
These Terms apply while you use the Service. Either party may terminate as set out in the applicable order or on material breach that is not remedied. We may suspend access where necessary to protect the Service or comply with law. On termination, we will make your data available for export for a reasonable period, then delete or return it in line with our agreement and the Privacy policy — recognising that you may need to retain fire-safety records for the life of the relevant building. Terms which by their nature should survive termination will do so.
15. Changes to these Terms
We may update these Terms from time to time. We will post the updated version here and, where changes are material, take reasonable steps to notify you. Continued use after changes take effect constitutes acceptance.
16. General provisions
- Dispute resolution. If a dispute arises, the parties will first attempt to resolve it through good-faith discussion between senior representatives for 30 days before starting proceedings, except where urgent injunctive relief is needed.
- Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
- Assignment. You may not assign or transfer these Terms without our written consent (not to be unreasonably withheld); we may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
- Notices. Formal notices to us should be sent to info@ribbonmark.co.uk or to our registered office. We may give you notice by email to your account contacts or within the Service, and such electronic notice satisfies any legal notice requirement.
- Relationship. The parties are independent contractors; these Terms create no partnership, joint venture or agency.
- Waiver & severability. A failure to enforce a provision is not a waiver of it. If any provision is found unenforceable, the remainder stays in force.
- Third parties. These Terms give no rights to any third party under the Contracts (Rights of Third Parties) Act 1999.
- Entire agreement. As set out in section 1, these Terms and any order form or signed agreement are the entire agreement; terms on a customer purchase order have no effect.
17. Governing law & jurisdiction
These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute, subject to any mandatory rights you have under local law.