Terms of Service
The legal terms governing your access to and use of the Rhofin website and platform. Please read these carefully before using our services.
- Acceptance of Terms
- Eligibility and Capacity
- Description of Services
- Waitlist and Early Access
- Acceptable Use
- Intellectual Property
- Confidentiality
- Third-Party Services and Links
- Disclaimers and No Warranties
- Limitation of Liability
- Indemnification
- Governing Law and Dispute Resolution
- Amendments and Termination
- General Provisions
- Contact Us
Agreement to be bound
These Terms of Service ("Terms") constitute a legally binding agreement between you and Rhofin Inc., a Delaware corporation ("Rhofin," "we," "us," or "our"), governing your access to and use of the Rhofin website located at rhofin.com (the "Website") and any associated services, waitlist, briefing requests, or platform access we make available (collectively, the "Services").
By accessing or using our Website, submitting a waitlist or briefing request, or otherwise engaging with our Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms in their entirety, you must not access or use our Website or Services.
Where you access the Website or Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and references to "you" in these Terms shall refer to that entity. If you do not have such authority, you must not accept these Terms or use the Services on behalf of that entity.
Note for UK and EU residents: Nothing in these Terms is intended to exclude, restrict, or modify any right or remedy you have under applicable mandatory consumer protection law in your jurisdiction, including the UK Consumer Rights Act 2015, the EU Consumer Rights Directive (2011/83/EU), or the EU Unfair Contract Terms Directive (93/13/EEC). To the extent any provision of these Terms conflicts with a mandatory right under applicable law, that mandatory right shall prevail.
Who may use our Services
The Rhofin platform is designed and intended exclusively for use by institutional and professional users, including but not limited to banks, trade finance institutions, corporate treasury functions, licensed financial intermediaries, and their authorised representatives. Our Services are not directed at or intended for use by private individuals acting in a consumer capacity.
To access or use our Services, you must:
- Be at least 18 years of age, or the age of legal majority in your jurisdiction if higher;
- Have the legal capacity to enter into a binding contract under the laws of your jurisdiction;
- Be acting in a professional or institutional capacity and not as a private consumer;
- Not be prohibited from receiving or using our Services under applicable law, including sanctions regulations administered by OFAC, the UK OFSI, or the EU;
- Not be located in, or acting on behalf of any person or entity located in, a jurisdiction subject to comprehensive sanctions by the United States, United Kingdom, or European Union.
Rhofin reserves the right to refuse access to the Website or Services to any person or entity at our sole discretion, including where we have reason to believe the eligibility requirements above are not met.
What Rhofin provides
Rhofin is developing API-driven middleware infrastructure for institutional trade finance. The current Website provides information about our platform, enables institutional parties to register an expression of interest or request a briefing, and communicates developments in our product roadmap.
The Rhofin platform has not yet launched commercially. The Website and any materials provided through it are provided for informational purposes only and do not constitute a binding offer of services. Access to the platform will be governed by separate commercial agreements, including applicable Data Processing Agreements and platform-specific terms, which will be presented to you prior to any commercial engagement.
No financial advice: Nothing on the Website, in our communications, or within any Rhofin materials constitutes financial, investment, legal, tax, or regulatory advice. Rhofin is a technology infrastructure provider and is not authorised or regulated by the Financial Conduct Authority (FCA), the Securities and Exchange Commission (SEC), or any other financial regulatory body in any jurisdiction. You should obtain independent professional advice before making any financial or business decisions.
We reserve the right to modify, suspend, or discontinue the Website or any aspect of the Services at any time, with or without notice, and without liability to you.
Priority access and briefing requests
By submitting a briefing request or expression of interest through the Website, you are registering your interest in the Rhofin platform. Such registration does not:
- Guarantee or entitle you to access the Rhofin platform;
- Create any contractual obligation on the part of Rhofin to provide access or launch the platform on any particular timeline;
- Constitute a binding agreement for the provision of services; or
- Grant you any intellectual property rights or licence to Rhofin technology.
Rhofin reserves the right to determine, in its sole discretion, which parties are granted access to the platform and on what terms. Placement on a waitlist or receipt of a briefing does not create any expectation of priority access unless confirmed in writing by an authorised representative of Rhofin.
Any information shared by Rhofin during briefings or pre-launch communications ("Briefing Materials") is provided in confidence and is subject to the confidentiality obligations in Section 7 of these Terms. Briefing Materials are provided for informational purposes only and do not constitute representations or warranties regarding the final form, functionality, or timeline of the Rhofin platform.
How you may and may not use our Services
You agree to use the Website and Services only for lawful purposes and in a manner consistent with these Terms. You must not use our Website or Services:
- In any way that violates applicable local, national, or international law or regulation, including financial crime legislation;
- To transmit unsolicited commercial communications or spam;
- To engage in any fraudulent, deceptive, or misleading conduct;
- To impersonate any person or entity or misrepresent your affiliation with any person or entity;
- To attempt to gain unauthorised access to any part of the Website, our servers, or any connected systems or networks;
- To introduce viruses, trojans, worms, logic bombs, or other malicious or technologically harmful material;
- To scrape, harvest, or otherwise collect data from the Website without our express written consent;
- To disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code of any software forming part of the Services;
- To use the Services in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Services;
- To use any automated tools, bots, or scrapers to access the Website or Services without our prior written consent.
Rhofin reserves the right to investigate suspected violations of these Terms and to take any action we deem appropriate in response, including suspending or terminating your access to the Website, reporting conduct to law enforcement authorities, and pursuing available legal remedies.
Ownership of content and technology
All content on the Website and within the Services — including text, graphics, logos, product names, software, data, algorithms, designs, and compilations — is the exclusive property of Rhofin Inc. or its licensors and is protected by applicable intellectual property law, including US copyright law, the UK Copyright, Designs and Patents Act 1988, EU Directive 2001/29/EC on copyright in the information society, and equivalent international protections.
Rhofin grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for the purposes set out in these Terms. This licence does not include the right to:
- Reproduce, copy, distribute, publish, or commercially exploit any content on the Website;
- Modify, adapt, or create derivative works based on any Rhofin content or technology;
- Sub-license or transfer any rights granted under this licence to any third party;
- Remove or alter any copyright, trademark, or proprietary notices on the Website or any materials.
Nothing in these Terms transfers any intellectual property rights to you. The Rhofin name, logo, and associated product names are trademarks of Rhofin Inc. You may not use any Rhofin trademark, trade name, or logo without our prior written consent.
If you provide us with any feedback, suggestions, ideas, or proposals relating to the Website or the Rhofin platform ("Feedback"), you grant Rhofin a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and exploit that Feedback for any purpose, without obligation to you.
Treatment of confidential information
In the course of engaging with Rhofin — including during briefings, demonstrations, or pre-launch communications — each party may disclose or receive non-public, proprietary, or confidential information ("Confidential Information"). Confidential Information includes, without limitation, technical specifications, product roadmaps, pricing structures, business strategies, and customer or partner information.
You agree to:
- Hold all Confidential Information received from Rhofin in strict confidence;
- Use Rhofin Confidential Information solely for the purpose of evaluating a potential relationship with Rhofin;
- Not disclose Rhofin Confidential Information to any third party without our prior written consent;
- Apply at least the same degree of care to protect Rhofin Confidential Information as you apply to your own confidential information of similar sensitivity, and in any event no less than reasonable care.
These obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to you prior to disclosure by Rhofin; (c) is rightfully received by you from a third party without restriction; or (d) is required to be disclosed by applicable law, court order, or regulatory authority, provided that you give Rhofin reasonable prior written notice and cooperate with any effort to seek a protective order.
Where a separate non-disclosure agreement (NDA) has been executed between you and Rhofin, the terms of that NDA shall govern to the extent of any inconsistency with this section.
External services and linked websites
The Website may contain links to third-party websites, services, or resources that are not owned or controlled by Rhofin. We provide these links for convenience only and do not endorse, and have no responsibility or liability for, the content, privacy practices, or terms of any third-party website or service.
We encourage you to review the terms of service and privacy policies of any third-party websites or services you visit. Your interactions with third-party websites and services are governed solely by their terms and policies, not by these Terms.
The Services may be supported by third-party technology providers, including cloud infrastructure, email delivery, and security monitoring services. Rhofin is responsible for ensuring these providers process your data in accordance with applicable law, as described in our Privacy Policy. However, Rhofin does not accept liability for any failure, interruption, or security breach attributable to third-party infrastructure providers, except to the extent required by applicable law.
Website provided on an as-is basis
To the fullest extent permitted by applicable law, the Website and all content, materials, and Services provided through it are made available on an "as is" and "as available" basis, without any warranty of any kind, express or implied.
Rhofin expressly disclaims all warranties, including but not limited to:
- Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
- Any warranty that the Website will be uninterrupted, error-free, secure, or free from viruses or other harmful components;
- Any warranty as to the accuracy, completeness, currency, or reliability of any content or information on the Website;
- Any warranty that defects will be corrected or that the Website or its servers are free from harmful components.
Important — UK and EU residents: The disclaimers above apply to the fullest extent permitted by mandatory law. They do not affect your statutory rights as a consumer or business under the UK Consumer Rights Act 2015, the EU Consumer Rights Directive, or any other mandatory applicable law in your jurisdiction. Where a disclaimer is not enforceable under applicable law, it shall be limited to the maximum extent permitted rather than excluded entirely.
Limits on our responsibility to you
To the fullest extent permitted by applicable law, Rhofin, its officers, directors, employees, agents, licensors, and service providers shall not be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to:
- Loss of profits, revenue, or anticipated savings;
- Loss of business, contracts, or commercial opportunities;
- Loss of data or corruption of data;
- Loss of goodwill or reputational harm;
- Any indirect or consequential losses arising from your use of or inability to use the Website or Services;
- Any losses arising from reliance on content, information, or materials on the Website.
In any event, Rhofin's total aggregate liability to you arising out of or in connection with these Terms or your use of the Website or Services — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the greater of: (a) the total amounts paid by you to Rhofin in the twelve months preceding the claim; or (b) one hundred US dollars (USD 100).
Jurisdiction-specific limits on liability exclusions:
United Kingdom: Nothing in these Terms excludes or limits Rhofin's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited under the Unfair Contract Terms Act 1977 or the Consumer Rights Act 2015.
European Union: Nothing in these Terms excludes or limits liability in a manner not permitted under mandatory EU consumer protection law applicable in your member state. Mandatory statutory rights under EU law remain unaffected.
United States: Some states do not allow the exclusion or limitation of certain types of damages. If you are located in such a state, the above limitations may not apply to you to the extent prohibited by applicable state law.
Your responsibility for losses you cause
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Rhofin Inc. and its officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:
- Your breach of any provision of these Terms;
- Your use of the Website or Services in a manner not authorised by these Terms;
- Any content you submit, transmit, or make available through the Website;
- Your violation of any applicable law, regulation, or third-party right, including intellectual property rights; or
- Any misrepresentation you make to Rhofin or any third party.
Rhofin reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with Rhofin in asserting any available defences.
This indemnification obligation does not apply to the extent that a claim arises from Rhofin's own negligence, fraud, or wilful misconduct.
Which law governs and how disputes are resolved
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law rules.
UK and EU residents: The choice of Delaware law as governing law does not deprive you of the protection afforded by mandatory provisions of the law of your country of habitual residence that cannot be derogated from by agreement. In particular, if you are a consumer habitually resident in the UK or in an EU member state, you will retain the protection of the mandatory laws of that jurisdiction, and any choice of law clause will not deprive you of those protections in accordance with Article 6 of Regulation (EC) No 593/2008 (Rome I) and its UK equivalent.
Dispute Resolution — US Users
For users located in the United States, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services shall first be subject to good-faith negotiation. If unresolved within 30 days of written notice of the dispute, such dispute shall be submitted to binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with arbitration to take place in Wilmington, Delaware. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
You agree to resolve disputes with Rhofin on an individual basis only, and not as part of any class, collective, or representative action ("Class Action Waiver"). You waive your right to participate in a class action with respect to any claim covered by this arbitration agreement.
Nothing in this arbitration provision prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute. The Class Action Waiver and mandatory arbitration clause do not apply to users located in jurisdictions where such provisions are prohibited by applicable mandatory law.
Dispute Resolution — UK and EU Users
For users habitually resident in the United Kingdom, any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, subject to your right under mandatory applicable law to bring proceedings in the courts of your country of habitual residence.
For users habitually resident in the European Union, any dispute arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts of your EU member state of habitual residence. The European Commission provides an online dispute resolution platform at ec.europa.eu/consumers/odr, which you may use to submit a complaint. We are not currently registered with or obliged to participate in any alternative dispute resolution scheme, but we commit to responding to all complaints promptly and in good faith.
Mandatory arbitration clauses are not enforceable against consumers habitually resident in the EU or UK, and the Class Action Waiver above does not apply to EU or UK residents to the extent prohibited by applicable mandatory law.
Changes to these Terms and suspension of access
Rhofin reserves the right to amend, modify, or replace these Terms at any time. Where we make material changes to these Terms, we will provide notice by posting the updated Terms on this page with a revised effective date, and — where we hold your contact details — by sending you notification by email. We will endeavour to provide at least 14 days' advance notice of material changes.
Your continued use of the Website or Services following the effective date of any amendment constitutes your acceptance of the revised Terms. If you do not accept the revised Terms, you must cease using the Website and Services and notify us accordingly.
Rhofin may, in its sole discretion and without notice, suspend or terminate your access to the Website or Services at any time, including where we have reason to believe you have breached these Terms, for technical or maintenance reasons, or where required by applicable law. Termination shall not affect any accrued rights or obligations of either party as at the date of termination.
The following sections shall survive termination of these Terms: Section 6 (Intellectual Property), Section 7 (Confidentiality), Section 9 (Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), and Section 12 (Governing Law and Dispute Resolution).
Miscellaneous legal terms
Questions about these Terms
If you have any questions about these Terms of Service, wish to report a potential violation, or require any clarification, please contact us using the details below. We will respond to all enquiries promptly.