Welcome to the Hive Community Platform (“Hive”)

Through Hive, you have access to a variety of resources and content to support value creation, growth, and collaboration across the portfolio of Hg-backed companies (the “Portfolio Companies”). The platform also provides engagement tools to foster and enable effective communication between Hg (defined below) and Portfolio Companies.

Hive consists of the following primary services:

BROADCAST – Relevant information, questions and news will be shared with all members of each specific functional community via the Broadcast feature. This news will come from Hg experts and peers from across other Portfolio Companies, and will be sent via email notifications, but you can opt out of notifications at any time by changing the settings in your account. These posts also provide an opportunity for you to engage and connect on the topics or questions shared.

CHANNELS – Channels provide group members with a way to connect in groups or 1-2-1 in organic conversations or working groups. Channels can be public chats (open to all members of that group) or closed, private chats which are invite only. The default setting is for all chats to be public, but the member setting up the conversation can change the setting to private when opening the discussion to make it invite-only. Channels will expire after 3 months inactivity, but members will have the opportunity to save the content / continue the chat before a channel is archived. Hg retains the right to alter the timeframe in which the channels are archived based on community engagement but will alert members before closing any discussions.

RESOURCES – The Resource area in each group provides a library of specialist materials such as ‘best practice’ guidelines, in depth case studies and materials from the Hg forums, including presentations and videos. In addition to being able to explore information, you will also be able to create or participate in online discussions that relate to each piece of content.

MEMBER DIRECTORY – You will be able to add connections to your network by searching the member directory to find peers based on their role, company or name. Member profiles include mandatory fields: name, role and company, and optional fields: photo, location and LinkedIn. Hg will not share your company personal contact details (i.e. business email and phone number) or make them accessible to other members, unless legally required to do so.

These primary services include (a) web pages, data, messages, text, images, photographs, graphics, audio and video such as podcasts and video recordings, and documents such as press releases, best practice documentation and other materials ("Materials"); and (b) forums, discussion groups, chat areas, bulletin boards, blogs, wikis, e-mail functions, and other services in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available Content (as defined below) ("Community Services"). Materials, Community Services, and other information, content and services available on Hive are collectively referred to as "Content."

You have been invited to join Hive, but it is purely your choice as to whether you would like to do so. There are some clear guidelines that you as a community member need to understand and operate in accordance with (to ensure that the information/experience remains professional and relevant for all). By proceeding to register for Hive and accessing or using Hive or the Content provided on or through Hive, you agree to follow and be bound by these terms and conditions and terms of use, as modified from time to time (the "Terms"). Details about how Hg uses your personal information when you use Hive can be found in Hg’s the Privacy Notice. If you do not agree with these Terms, you must not access or use Hive.

1 Acceptance of Terms and Conditions

1.1 Hive is hosted by a third party and operated and managed by Hg, who has a license to access and use Hive and to allow Portfolio Companies to access and use it. In the United Kingdom, “Hg” is the trading name of HgCapital LLP and Hg Pooled Management Limited, both of which are authorised and regulated by the Financial Conduct Authority with the following FCA registration numbers:

1.1.1 HgCapital LLP: 478870
1.1.2 Hg Pooled Management Limited: 122466

1.2 In Germany, Hg operates through Hg Advisory GmbH & Co. KG., which provides services directly to Hg.

1.3 In the United States of America, Hg operates through Hg (US) Inc., which provides services directly to Hg.

1.4 These Terms may be amended by Hg at any time without notice. You are responsible for reviewing the current version of these Terms before using Hive.

1.5 Your continued use of Hive after any changes to these Terms constitutes your acceptance of the modified Terms.

2 Registration and Membership

2.1 To access and use Hive, you must be employed or engaged by Hg or a Portfolio Company. You must register and create an account with a valid Hg or Portfolio Company email address and a password. You must provide accurate and complete information when creating your account and keep it updated at all times. In particular:

2.1.1 if you cease to be employed or engaged by Hg or a Portfolio Company (as applicable); or
2.1.2 the Portfolio Company you are employed or engaged by ceases to be an Hg-owned Portfolio Company, your membership to Hive is automatically revoked and you must not attempt to access Hive.

2.2 You are responsible for maintaining the confidentiality and security of your account and password, and for any activities that occur under your account. You must notify Hg immediately of any unauthorized access or use of your account or password and any breach of these Terms, or any other breach of security by emailing ITTeam@hgcapital.com.

2.3 You may not use another member's account without their permission, or share your account, account information, access to Hive or password with anyone else.

2.4 Hg may suspend or terminate your account or access toHive at any time, for any reason, without notice or liability, including but not limited to pursuant to term 2.1.1 or 2.1.2 above, if you breach any of these Terms or any applicable law, rule, or regulation, or if Hg determines that your conduct is harmful to Hg, Hive, or any third party

3 Use of Hive and Community Guidelines

3.1 Hg and the Portfolio Companies operate across the globe with varying cultures and languages. We expect that everybody will be treated with equal respect and dignity. The diversity that we have enriches the experiences and perspectives available. Any individual deemed to be operating outside of the acceptable and expected behaviours of Hive will have their membership revoked.

3.2 We are serious about your privacy and Hive is a ‘by invitation only’ protected community. There are multiple technical and functional measures to secure your privacy within the platform. However, the community is, by definition, a “Real Time system”. Apart from the Resources content, we have elected not to 'release-to-publication' information through a moderator. This means that whatever information you share and upload, and or any discussion you enter, is published immediately to your fellow community members. Please think carefully about what you publish and say within the environment. Do not post or publish highly sensitive or confidential information (such as personal data about someone else unless you have their permission to do so, or inside information). You always have the option to delete any posts if you change your mind, but please be mindful that the Broadcast function will send a real-time email to the members of that community with the details of your post. You may access and share files and resources that are relevant and appropriate for the community you are in. You may not access or share files and resources that are illegal, infringing, offensive, or harmful to any third party. You must ensure that you have the necessary rights and permissions to access or share any files and resources, and that you do not violate any intellectual property, privacy, or contractual rights of any third party. Furthermore, you may not upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of Hive or another’s computer. If you plan to upload any documentation to Hive, please ensure it has been virus scanned in advance. Hg does not endorse, monitor, or control the Content, information, or materials posted, shared or accessed by members in any community, and is not responsible for any damages or losses that may result from your participation in any community or your access or sharing of any files and resources.

3.3 Opinions and varying experiences are always welcome and play a key role in making the community interactive and valuable for its members. Please think carefully about how you express your views within this forum to retain and enhance the ‘community spirit’.

3.4 Comments on the content are highly appreciated and further add to the experience. If you feel that a piece of content has been particularly useful, we encourage you to begin a discussion – this helps get the collaboration and contributions flowing! You may participate in public and private chats with other members in Hive. Public chats are visible to all members of the community you are in, and private chats are visible only to the members you invite or accept. You may not use the chats to send or receive any messages that are illegal, infringing, offensive, or harmful to any third party. Do not send highly sensitive or confidential information, including information on pricing, named customers, live RFQs/M&A opportunities, inside information or engage in anti-competitive behaviour. You must ensure that you have the necessary rights and permissions to send or receive any messages, and that you do not violate any intellectual property, privacy, or contractual rights of any third party. Hg does not endorse, monitor, or control the messages sent or received by members in any chat, and is not responsible for any damages or losses that may result from your participation in any chat.

3.5 Rate an article that you like or dislike. We use the rating to learn and make sure that the articles are helpful. Equally, low rated articles could be removed or amended to be more valuable. It takes a single click to let the author know what you think.

3.6 We believe that it is useful to share open and honest experiences, which may from time to time refer to external vendors, partners and/or services. However, we will not at any stage ‘open up’ direct access to the community to any external third parties for targeted sales or marketing related activities.

3.7 You may use Hive for lawful purposes only. You may not use Hive for any illegal, fraudulent, harmful, or unauthorized activities. You agree to use reasonable efforts to abide by all local, state, national, and international laws and regulations applicable to your use of Hive, including without limitation all laws and administrative regulations (including, all US and applicable foreign) relating to the control of exports of commodities and technical and/or personal data and shall not access or use Hive in violation of any export embargo, prohibition or restriction, including but not limited to any party on a US government restricted party list.

3.8 You may not to access or use Hive in any manner that could damage, disable, overburden, or impair any Hg accounts, computer systems or networks. You may not interfere with, attempt to interfere with or disrupt the proper operation of Hive, any Hg accounts, computer systems, the servers or networks that host Hive or another customer’s use and enjoyment of Hive.

3.9 You may not attempt to gain unauthorized access to any parts of Hive or any Hg accounts, computer systems, networks or data, content, or services available on Hive.

3.10 You may not copy, reproduce, distribute, modify, or create derivative works from any content, information, or materials on Hive without the prior written consent of Hg or the respective owners.

3.11 You may not use any automated means, such as bots, scripts, or spiders or other automated means, to access, scrape, or collect data from Hive or any Hg accounts, computer systems or networks without Hg’s express written permission.

3.12 You may not use Hive to send unsolicited or spam messages, or to transmit any viruses, malware, or other harmful code.

3.13 You may not use Hive to infringe or violate the rights of any third party, including intellectual property, privacy, or contractual rights.

3.14 Hg may send you email notifications regarding the communities, files, and chats you are involved in, such as when a new file or resource is uploaded, when a new message is sent or received, or when a chat is archived. You may opt out of receiving any or all of these email notifications at any time by changing your settings in your account or by following the instructions in the email.

3.15 Hg may also send you email notifications regarding Hive, such as when there are changes to these Terms, when there are new features or services, or when there are issues or problems that need your attention. You may not opt out of receiving these email notifications, as they are essential for the operation and maintenance of Hive.

3.16 Hg may access, view, or disclose any data, Content, or information on Hive, including any communities, files, or chats, for any of the following purposes: (a) to comply with any applicable law, rule, or regulation, or any legal process or governmental request; (b) to enforce these Terms or any other policies or guidelines posted on Hive; (c) to protect the rights, property, security, or safety of Hg, Hive, or any third party; (d) to investigate, prevent, or address any fraud, security, or technical issues; or (e) to provide, maintain, or improve Hive or any features or services.

3.17 Hg reserves the right to make changes or updates to, and monitor the use of, Hive and Content provided on or through Hive at any time without notice. Monitoring the use of Hive is for the purposes set out in the paragraph above.

3.18 When content is created or edited, it is reviewed by automated abuse detection rules. If the rules find the content to be abusive (SPAM, for example), the content is immediately flagged as abusive, hidden from the community, and the content enters the abuse workflow.

3.19 If the automatic abuse detectors didn't identify the content as abusive/SPAM, the author is reviewed to detect if they should be moderated. Authors may have their account set to moderate all of their content or the application into which they created content may identify that all content should be moderated within it. If the content from the author should be moderated, it will enter the moderation workflow.

3.20 If the content is not moderated and not automatically detected as abusive, it is visible in the community. Members may view it and consider it inappropriate or abusive. They can then flag the content as abusive, and it will then enter the review process. If the platform administrators consider the post to be abusive the post will be removed by them, or if additional abuse votes are received on the post, the content is hidden from the community, and it will enter the abuse workflow.

3.21 If you come across any content that you think may be illegal or breaching these Terms please inform Hg.Communities@hgcapital.com. Any complaints relating to Hive or the provision of services within Hive by Hg can be sent to Hg.Communities@hgcapital.com and shall be handled in line with Hg's Complaints Policy.

4 Use of Materials

4.1 You may download, store, display on your computer, view, listen to, play and print Materials that Hg or any community member publishes or broadcasts on Hive or makes available for download through Hive subject to the following:

4.1.1 the Materials may be used solely for your informational and internal business use;
4.1.2 the Materials may not be modified or altered in any way, including but not limited to, any removal of any copyright and proprietary notices, which must be replicated in any copies; and
4.1.3 the Materials may not be redistributed outside your Portfolio Company, including but not limited to, any copying or posting on any network computer, external computer or broadcast in any media.

4.2 Use for any other purpose is expressly prohibited and may result in civil or criminal penalties. Your access to Hive may also be revoked.

5 Use of Community Services

5.1 Community Services are provided as a convenience to users and Hg is not obligated to provide any technical support for, or participate in, Community Services.

5.2 You may use Community Services subject to the following: (a) Community Services may be used solely for your informational and internal business use; (b) Content provided on or through Community Services may not be redistributed outside of your Portfolio Company; and (c) data about other users may not be stored or collected.

6 Terms Applicable to Specific Content and Areas of the Site

6.1 Some areas of Hive or Content provided on or through Hive may have additional rules, guidelines, license agreements, user agreements, or other terms and conditions that apply to your access or use of that area of Hive or Content (including terms and conditions applicable to a corporation or other organisation and its users). If there is a conflict or inconsistency between these Terms and the rules, guidelines, license agreement, user agreement, or other terms and conditions for a specific area of Hive or for specific Content, the latter shall have precedence with respect to your access and use of that area of Hive or Content

7 Personal Data

7.1 In order to activate your membership and to provide basic ‘membership directory’ services Hg will be processing your personal data and any other data you provide or generate when using Hive, in accordance with Hg's privacy statement, which is available here. Some services in Hive may enable you to provide further personal data and information about yourself. These areas are optional, and the provision of further personal data is purely at your discretion.

8 Intellectual Property Rights

8.1 All Content provided on or through Hive is the property of Hg or if any Content is provided by a Portfolio Company and the relevant Portfolio Company has granted a license to Hg in accordance with term 8.2 below, the relevant Portfolio Company. All rights, title and interest not expressly granted with respect to Hive and Content provided on or through Hive are reserved. All Content is provided on “an is" and "as available" basis, and Hg reserves the right to terminate the permissions granted to you and your use of the Content at any time.

8.2 You agree that you will only upload, share, post, publish, transmit, or otherwise make available ("Share") on or through Hive Content that you have the right and authority to Share and for which you have the right and authority to grant to Hg all of the licenses and rights set forth herein. By Sharing Content, you grant Hg a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, fully sub licensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute the Content for any purpose and in any form, medium, or technology now known or later developed. This includes, without limitation, the right to incorporate or implement the Content into any Hg product or service, and to display, market, sublicense and distribute the Content as incorporated or embedded in any product or service distributed or offered by Hg without compensation to you. You warrant that: (a) you have the right and authority to grant this license; (b) Hg's exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third-party rights; and (c) all so-called moral rights in the Content have been waived to the full extent allowed by law.

8.3 You agree that you will neither use Hive in a manner, nor Share any Content, that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another’s privacy or includes, copies or transmits another’s confidential, sensitive or personal information; (d) promotes bigotry, racism, hatred or harm against any group or individual; (e) is obscene, harmful, tortuous, hateful, vulgar, abusive, threatening, offensive or not in good taste; (f) violates or infringes or promotes the violation or infringement of another’s rights, including intellectual property rights; (g) you do not have the right and authority to Share and grant the necessary rights and licenses for; (h) violates or promotes the violation of any applicable laws or regulations; (i) contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or (j) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer. Hg may report you to the relevant authorities and may act to the fullest extent permissible under applicable laws if you transmit or upload content intended or designed to cause harm. You agree that you may not engage in contests, chain letters or post or transmit ‘junk mail’, ‘spam’, ‘chain letters’ or unsolicited mass distribution of email through or in any way using Hive.

8.4 Hg does not want to receive inside information or confidential information from you through or in connection with Hive. Notwithstanding anything that you may note or state in connection with Sharing Content, it shall not be considered confidential information and shall be received and treated by Hg on a non-confidential and unrestricted basis and Hg shall not take and shall not be required to take any steps to safeguard the confidentiality of any information that you Share, other than as specified in the Privacy Notice.

8.5 As between you and Hg, title to and ownership of any software, proprietary technology and all intellectual property rights relating thereto, including without limitations, trademarks, service marks, logos, copyrights, hardware designs, algorithms, software and user-interface designs, architecture, documentation (both printed and electronic), network designs, know-how, patents, trade names, trade dress, methodologies, trade secrets, confidential information, and any related intellectual property rights throughout the world (whether owned by Hg or licensed to Hg from a third party) used or shown in Hive or incorporated into any deliverables, and any derivatives, improvements, enhancements, or extensions or any of the foregoing, conceived, reduced to practice or developed whether by Hg or by others are and will remain vested in Hg at all times and for all purposes. Nothing in these terms and conditions, or this website, should be construed as granting any licence or right to use any of these intellectual property rights. Hg and the respective owners reserve all rights with respects to copyright and trademark ownership of all material on this site and will enforce such rights to the full extent permitted by law.

8.6 By downloading or copying Content from Hive you do not acquire, receive or obtain the title to any material or software. Should you download or copy material from Hive you must not remove, alter or obscure any copyright, trademark or other proprietary notices.

8.7 Hg grants you a limited, non-exclusive, non-transferable, and revocable license to access and use Hive for your non-commercial use, subject to these Terms and any other policies or guidelines posted on Hive. The license will terminate when access to Hive is terminated pursuant to term 2.1.

8.8 Hg reserves all rights not expressly granted to you in these Terms.

9 Disclaimer of Warranties

9.1 Except where expressly provided otherwise, Hive and all content, information, and materials provided on or through Hive are provided on an "as is" and "as available" basis. Hg expressly disclaims all warranties or representations of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, reliability, security, or non-infringement with respect to Hive and all Content.

9.2 Hive may provide links to web sites and access to Content, products and services of third parties (for example community relevant ‘Twitter feeds’). Hg has not examined any of these web sites and does not assume responsibility for their contents or for the goods, services and products that they offer. Hg is not responsible for third party Content provided on or through Hive or for any changes or updates to such third party sites, and you bear all risks associated with the access to, and use of, such web sites and third party Content, products and services.

9.3 Hg does not warrant that Hive will be available, accessible, uninterrupted, timely, error-free, secure or free of viruses, malware, or other harmful components.

9.4 Hg does not warrant that the Content, information, or materials on Hive are accurate, complete, reliable, or current. The Contents have been prepared solely for information purposes and Hg’s communications are only directed at Portfolio Companies and selected individuals. You shall always use your own business judgement and conduct all necessary due diligence before considering any of the information in a business context.

9.5 Hg does not warrant that Hive or the Content or any content purchased or obtained by you on or through Hive will meet your requirements or expectations, or that any results or outcomes will be achieved by using Hive or the Content. Hg does not represent that any materials on Hive are appropriate for use, or permitted by local laws, in all jurisdictions. Those accessing Hive do so of their own initiative, at their own risk, and are responsible for compliance with applicable local laws and regulations. In particular, Hive is not directed at any person resident in any jurisdiction where, under local law or regulation, the publication or availability of Hive is prohibited. Persons to whom such restrictions apply must not access Hive.

9.6 You acknowledge and agree that your use of Hive is at your own risk and discretion, and that you are solely responsible for any damages or losses that may result from your use of Hive. Any Content accessed, downloaded or otherwise obtained on or through the use of Hive is used at your own discretion and risk. Hg shall have no responsibility for any damage to your computer system or loss of data that results from the download or use of Content.

10 Limitation of Liability

10.1 To the fullest extent permitted by law, Hg and its affiliates, its and their directors, officers, employees, agents, consultants and licensors will not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to damages for loss of profits, business, savings, revenue, data or data use, goodwill, or other intangible losses, arising out of or in connection with your access or use of, or inability to access or use, Hive or any Content, information, or materials on Hive, whether based on contract, tort, negligence, strict liability, or otherwise, even if Hg has been advised of the possibility of such damages. To the greatest extent permitted by law, you expressly waive any claim you have or may have against Hg under tort, contract, statute or any other applicable rules or law.

10.2 If you are dissatisfied with Hive or these Terms, your sole and exclusive remedy is to discontinue using Hive.

10.3 Some jurisdictions do not allow the disclaimer, exclusion or limitation of certain warranties or liabilities, so some of the above exclusions or limitations may not apply to you. In such cases, Hg’s liability will be limited to the maximum extent permitted by law. The invalidity of some disclaimers or exclusion or limitation of warranties shall not affect the validity of other disclaimers or exclusion or limitation of warranties. If one disclaimer or exclusion or limitation of liability is held by the final judgement of a competent court to be invalid, the other disclaimers, exclusion or limitation of liability or any other terms shall remain in full force and effect.

11 Indemnification

11.1 You agree to indemnify, defend, and hold harmless Hg and its affiliates, its and their directors, officers, employees, consultants, agents, subsidiaries, successors, users, assignees and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees, including reasonable attorneys’ fees and costs, due to or arising out of Content that you Share, your violation of these Terms or any additional rules, guidelines or terms of use posted for a specific area of the Site or Content provided on or through Hive, or your violation or infringement of any third party rights, including any patent, copyright, trademark, trade secret or other intellectual property right.

11.2 Hg reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you, and you agree to cooperate with Hg’s defence of such claims.

11.3 You agree not to settle any such claim without the prior written consent of Hg.

11.4 This indemnification obligation will survive the termination of these Terms and your use of Hive.

12 Termination

12.1 Your access to Hive will terminate automatically pursuant to the provisions of term 2.1.

12.2 Hg may, in its sole discretion, discontinue providing or limit access to Hive, any areas of Hive or Content provided on or through Hive at any time, for any reason, without notice or liability. You agree that Hg may, in its sole discretion, at any time, terminate or limit your access to, or use of, Hive or any Content. Hg may terminate or limit your access to or use of the Site if Hg determines, in its sole discretion, that you have infringed the copyrights of a third party, these Terms or any applicable law, rule, or regulation, or if Hg determines that your conduct is harmful to Hg, Hive, a Portfolio Company or any third party. In the event (a) content you Share is taken down, or access to it is restricted or (b) you are suspended or banned from using Hive, by Hg in breach of the provisions of these Terms, you have a right to bring a claim for breach of contract. However, you agree that Hg shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, Hive or any Content, including Content that you may have Shared, to the extent lawful.

12.3 Upon termination or suspension, your right to access and use Hive and any content, information, or materials on Hive will immediately cease.

12.4 The provisions of these Terms that by their nature should survive the termination or suspension of your account or access to Hive will survive, including but not limited to terms 3 to 11 (inclusive).

13 General

13.1 These Terms constitute the entire agreement between you and Hg regarding your access and use of Hive and supersede any prior or contemporaneous agreements, communications, or understandings, whether oral or written, relating to the same subject matter.

13.2 These Terms are governed by and construed in accordance with the laws of England and Wales. You agree to submit to the exclusive jurisdiction and venue of the courts of England and Wales, for any disputes arising out of or relating to these Terms or your access or use of Hive.

13.3 If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision may be modified to make the Terms as modified legal and enforceable and the remaining provisions will remain in full force and effect.

13.4 The failure or delay of Hg to exercise or enforce any right or remedy under these Terms will not constitute a waiver of such right or remedy or any other right or remedy.

13.5 You may not assign or transfer these Terms or any of your rights or obligations under these Terms, by operation of law or otherwise, without the prior written consent of Hg. Hg may assign or transfer these Terms or any of its rights or obligations under these Terms, at its sole discretion, without restriction.

13.6 Nothing in these Terms creates any partnership, joint venture, agency, employment, or fiduciary relationship between you and Hg.

13.7 These Terms are for the benefit of you and Hg and not for the benefit of any third party, except for Hg's affiliates, and its and their directors, officers, employees, agents, and licensors, who are express third-party beneficiaries of these Terms.

13.8 You agree to comply with all applicable laws, rules, and regulations when accessing or using Hive.

13.9 You agree to communicate with Hg electronically regarding these Terms and Hive. You consent to receive communications from Hg electronically, such as by email, and you agree that such communications satisfy any legal requirement that such communications be in writing.

13.10 If you have any questions, comments, or concerns about these Terms or Hive, please contact Hg at Hg.Communities@hgcapital.com.

These Terms were last updated on 10th April 2024.