Terms and Conditions

TERMS AND CONDITIONS

FOR THE SUPPLY OF TECHNOLOGY PLATFORMS, INTEGRATION SERVICES, AI-POWERED SOLUTIONS, AND RELATED CONSULTING SERVICES

Governed by the Laws of England and Wales

IMPORTANT NOTICE: These Terms and Conditions (the “Terms”) govern the design, development, licensing, deployment, configuration, integration, support, maintenance, and provision of technology platforms, software products, AI-powered solutions, integration services, consulting services, implementation services, and related deliverables by Struto Ltd. These Terms should be read carefully before placing any order or entering into any Statement of Works. By accepting a Quotation, signing a Statement of Works, or using any Platform, the Client agrees to be bound by these Terms in full.

Definitions and Interpretation
1. 1.1 In these Terms, unless the context otherwise requires, the following expressions shall have the following meanings:
  1. “Acceptance” means the Client’s written confirmation (or deemed confirmation in accordance with Clause 9.4) that a Deliverable satisfies the Acceptance Criteria.
  2. “Acceptance Criteria” means the criteria, tests, benchmarks, and standards against which a Deliverable is to be evaluated for Acceptance, as set out in the applicable Statement of Works or, where not specified, conformity with the Specification in all material respects.
  3. “Acceptance Period” means the period within which the Client shall carry out Acceptance Testing, being the period specified in the Statement of Works or, where no period is specified, ten (10) Business Days from notification of delivery or deployment.
  4. “Acceptance Testing” means the process of testing a Deliverable against the Acceptance Criteria in accordance with Clause 9.
  5. “AI Agent” means any artificial intelligence agent, bot, automated workflow, autonomous process, or machine learning model deployed through the strutoAI Platform or any other Platform as part of the Services, which is capable of taking automated actions across the Client’s Technology Stack, including data retrieval, record creation, communication triggering, workflow orchestration, and decision support.
  6. “AI Training Data” means any data used to train, fine-tune, or improve AI models, whether derived from Client Data or otherwise.
  7. “Applicable Laws” means all applicable laws, statutes, regulations, and codes of practice in force in England and Wales, including the Data Protection Legislation, the Computer Misuse Act 1990, the Electronic Commerce (EC Directive) Regulations 2002, the Consumer Rights Act 2015, the EU AI Act, only to the extent applicable to the Services, the Client’s use case, or any cross-border deployment, together with any UK legislation or regulatory requirements concerning artificial intelligence in force from time to time, and any other legislation applicable to the provision or receipt of the Services.
  8. “Applicable Standards” means all applicable industry standards, best practices, and guidelines relevant to the Services, including OWASP security guidelines, ISO/IEC 27001 principles, and HubSpot partner programme requirements.
  9. “Authorised Users” means those employees, agents, and independent contractors of the Client who are authorised by the Client to use the Platforms and the Services, as further described in the Statement of Works.
  10. “Background IP” means all Intellectual Property owned by or licensed to a party prior to the Commencement Date or developed independently of the Contract, including the Supplier’s pre-existing software, frameworks, libraries, tools, methodologies, Platform code, AI models, and integration connectors.
  11. “Business Day” means any day other than a Saturday, Sunday, or public holiday in England and Wales.
  12. “Business Hours” means the hours of 9:00am to 5:30pm on any Business Day, or such other hours as specified in the SLA.
  13. “Change” means has the meaning given in Clause 6.1.
  14. “Change Order” means has the meaning given in Clause 6.3.
  15. “Change Request” means has the meaning given in Clause 6.2.
  16. “Charges” means the charges for the Services and/or Platform Licences as set out in the Statement of Works, Quotation, or applicable Guidance Framework tier, including subscription fees, implementation fees, consulting fees, support fees, and Outcome-based fees.
  17. “Client” means the person, firm, company, or other entity identified in the Quotation or Statement of Works as the purchaser of the Services and/or Platform Licences, including the Client’s lawful successors and assigns.
  18. “Client Data” means all data, content, and information uploaded to, processed by, transmitted through, or stored within any Platform by or on behalf of the Client or its Authorised Users, including CRM records, contact data, marketing assets, sales pipeline data, customer service records, analytics data, and any data residing in the Client’s Technology Stack that is accessed, synchronised, or processed by the Platforms or Integrations.
  19. “Client Environment” means the Client’s IT infrastructure, network, systems, and Technology Stack, insofar as they interact with or are accessed by the Platforms and Services.
  20. “Client Materials” means all materials, information, data, specifications, credentials, API keys, access tokens, content, branding guidelines, and items supplied by or on behalf of the Client for the purposes of the Services, including access credentials to the Client’s HubSpot portal and Technology Stack.
  21. “Commencement Date” means the date on which the Contract comes into force, being the earlier of: (a) execution of a Statement of Works by both parties; (b) written acceptance of a Quotation by the Client; or (c) the date on which the Supplier first provides Services or grants access to a Platform.
  22. “Commissioned Integration” means an Integration specifically designed and built by the Supplier for the Client pursuant to the Contract, connecting systems not covered by the Supplier’s existing connector library.
  23. “Commissioning” means the process of testing, verifying, and confirming the operational readiness of deployed Platforms, Integrations, and AI Agents within the Client Environment, to confirm they function in accordance with the Specification.
  24. “Confidential Information” means all information disclosed by one party to the other in connection with the Contract which is marked as confidential or which ought reasonably to be considered confidential, including technical, commercial, financial, and business information, Platform architecture, integration configurations, AI Agent configurations, Outcome Packs, pricing, and the terms of the Contract, but excluding information which: (a) is or becomes publicly available other than through breach; (b) was already known to the receiving party; (c) is received from a third party without restriction; or (d) is independently developed.
  25. “Connector” means a pre-built integration component within the strutoIX Platform that enables data synchronisation and workflow automation between HubSpot and a specific third-party system.
  26. “Contract” means the contract between the Supplier and the Client, comprising the Quotation, Statement of Works, these Terms, the Specification, and any Change Orders, in each case as amended from time to time.
  27. “Contract Price” means the total price payable by the Client as set out in the Quotation or Statement of Works, exclusive of VAT unless stated otherwise, and subject to adjustment in accordance with these Terms.
  28. “Custom Development” means any bespoke software, website, application, integration, workflow, template, module, report, or configuration developed by the Supplier specifically for the Client pursuant to the Contract, as distinguished from the Platforms.
  29. “Data Processing Agreement” means the data processing agreement between the parties, as set out in Schedule 2 to the Statement of Works or as otherwise agreed in writing.
  30. “Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any subordinate or successor legislation, together with any guidance or codes of practice issued by the Information Commissioner’s Office.
  31. “Defect” means any deficiency, fault, error, bug, or non-conformity in a Deliverable, Platform, Integration, or Custom Development which causes it to fail to comply with the Specification, Acceptance Criteria, or SLA in any material respect.
  32. “Deliverable” means any item, output, or work product to be delivered by the Supplier under the Contract, including Custom Development, configured Platforms, deployed Integrations, AI Agent configurations, websites, applications, documentation, reports, recommendations, and Outcome Packs.
  33. “Documentation” means all technical documentation, user guides, training materials, API documentation, integration specifications, configuration records, and operational procedures provided by the Supplier in connection with the Platforms and Services.
  34. “Error” means a failure of the Platform to operate in accordance with the Specification which is reproducible.
  35. “Error Classification” means the classification of Errors by severity level (Critical, High, Medium, Low) as defined in the SLA.
  36. “Force Majeure Event” means any event beyond a party’s reasonable control, including: (a) acts of God, fire, flood, epidemic, pandemic, or natural disaster; (b) war, terrorism, or civil unrest; (c) government action, sanctions, embargo, or regulatory change; (d) failure of third-party platforms, hosting providers, or cloud infrastructure (including but not limited to HubSpot, Microsoft Azure, Amazon Web Services, Google Cloud, Snowflake, and other Technology Stack components); (e) power failure, internet outage, or telecommunications failure; (f) cyber-attack, distributed denial-of-service attack, or other malicious interference; and (g) labour disputes not involving the affected party’s own employees.
  37. “Foreground IP” means all Intellectual Property created by the Supplier in performing the Contract, including Custom Development, bespoke Integrations, and configurations, but excluding the Platforms, Connectors, Outcome Packs, AI models, and any improvements or enhancements to the Platforms or to the Supplier’s tools and methodologies.
  38. “Guidance Framework” means the Supplier’s Guided Deployment Framework or Guided Ongoing Success Framework, as applicable, being the structured, tiered consulting methodology through which Services are delivered, with tiers defining scope, availability, and pricing.
  39. “HubSpot” means the HubSpot CRM platform and associated products provided by HubSpot, Inc., including Marketing Hub, Sales Hub, Service Hub, CMS Hub, Operations Hub, and Commerce Hub, and any successor or replacement products.
  40. “Implementation Plan” means the plan for the deployment and configuration of Platforms and Services, as set out in the Statement of Works, including milestones, dependencies, responsibilities, and timelines.
  41. “Integration” means any connection, data flow, synchronisation, mapping, transformation, or automated workflow between HubSpot and any other system within the Client’s Technology Stack, facilitated through the strutoIX Platform, a Connector, or a Commissioned Integration.
  42. “Intellectual Property” means all patents, copyright, trade marks, design rights, database rights, rights in confidential information, trade secrets, know-how, and all other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights of a similar nature subsisting anywhere in the world.
  43. “Losses” means all losses, liabilities, damages, costs, expenses, claims, fines, and penalties (including reasonable legal costs and professional fees) whether direct, indirect, or consequential, howsoever arising.
  44. “Malware” means any virus, worm, trojan horse, ransomware, spyware, adware, rootkit, or other malicious software code.
  45. “Outcome” means a measurable business result agreed between the parties in a Statement of Works under the Outcomes-as-a-Service model, defined by specific metrics, targets, baseline measurements, measurement methodology, and measurement period.
  46. “Outcome Pack” means a pre-configured or bespoke bundle of Platform capabilities, Integrations, Connectors, AI Agent configurations, workflows, and automation sequences designed to deliver a specific Outcome or set of Outcomes.
  47. “Outcome Target” means a non-binding target for an Outcome set out in the Statement of Works, which the Supplier shall pursue with reasonable skill and care but does not guarantee.
  48. “Outcomes Roadmap” means the agreed programme of Outcomes, Outcome Targets, priorities, dependencies, timelines, measurement criteria, and milestones set out in or appended to the Statement of Works.
  49. “Platform” means or “Platforms” means the Supplier’s proprietary software products, including strutoIX (integration and orchestration engine), strutoUX (user experience platform), strutoCX (customer experience platform), and strutoAI (artificial intelligence platform), together with any new software products developed and made available by the Supplier from time to time, as further described in Schedule 1.
  50. “Platform Licence” means the non-exclusive, non-transferable, non-sublicensable licence granted to the Client to access and use a Platform in accordance with Clause 3.
  51. “Project Manager” means the individual nominated by a party to act as its primary point of contact and decision-maker under the Contract, as identified in the Statement of Works.
  52. “Quotation” means the Supplier’s written quotation or proposal, including any accompanying specifications, pricing, and scope description.
  53. “Service Credits” means the credits applicable to the Client’s account in the event of the Supplier’s failure to meet the SLA, calculated in accordance with Schedule 1.
  54. “Service Level Agreement or SLA” means the service levels, uptime commitments, response times, resolution targets, escalation procedures, and performance standards applicable to the Platforms and/or Services, as set out in Schedule 1 to the applicable Statement of Works or as otherwise agreed in writing.
  55. “Services” means all services to be provided by the Supplier, including HubSpot implementation, Platform deployment and configuration, Integration development, AI Agent development and deployment, consulting and advisory services, website and application development, training, uniVERSAL Support, Outcomes-as-a-Service engagements, and any other services described in the Statement of Works.
  56. “Specification” means the technical and functional specification for the Platforms, Services, and/or Deliverables, as set out in the Statement of Works, Quotation, or agreed in writing, and as may be amended by Change Order.
  57. “Statement of Works or SoW” means a written document executed by both parties setting out the scope, Specification, Charges, timelines, Implementation Plan, Outcomes Roadmap (if applicable), SLA (if applicable), and other particulars of the Services and/or Platform Licences to be provided.
  58. “strutoAI” means the Supplier’s proprietary artificial intelligence platform, providing AI Agents, intelligent assistants, automated decision-support capabilities, natural language processing, and predictive analytics functionality, deployed within or alongside HubSpot.
  59. “strutoCX” means the Supplier’s proprietary customer experience platform, providing connected, personalised, customer-facing digital experiences built on and integrated with HubSpot CMS and other HubSpot products.
  60. “strutoIX” means the Supplier’s proprietary integration and orchestration engine, connecting HubSpot with the Client’s Technology Stack, enabling automated bi-directional data synchronisation, event-driven workflows, and orchestrated actions across systems, supporting over 200 integration endpoints.
  61. “strutoUX” means the Supplier’s proprietary user experience platform, providing enhanced in-HubSpot user interfaces, dashboards, data visualisations, and workflow experiences for the Client’s internal teams.
  62. “Subscription Period” means the period during which the Client is licensed to access and use a Platform, as specified in the Statement of Works, and any renewal period pursuant to Clause 3.5.
  63. “Supplier” means Struto Ltd, registered in England and Wales (company number 07587184), whose registered office is at B1 Vantage Point, Old Gloucester Road, Hambrook, BS16 1GW.
  64. “Supplier Personnel” means employees, contractors, consultants, and agents of the Supplier engaged in the provision of the Services.
  65. “Technology Stack” means the Client’s existing software systems, applications, databases, cloud services, and infrastructure that are to be integrated with or accessed by the Platforms, including (without limitation) Microsoft Dynamics 365, SAP, Xero, SQL Server, Microsoft Azure, Snowflake, and any other systems identified in the Statement of Works or subsequently notified to the Supplier.
  66. “Third-Party Dependencies” means all third-party platforms, services, APIs, hosting providers, and infrastructure upon which the Platforms and Services depend, including HubSpot, cloud hosting providers, and components of the Client’s Technology Stack, as further described in Clause 10.
  67. “Transition Assistance” means the services described in Clause 19.5, provided by the Supplier to facilitate the orderly transition of the Services on termination or expiry.
  68. “uniVERSAL Support” means the Supplier’s ticket-based technical support service for the Platforms, Integrations, and Deliverables, as described in Clause 4.7 and the SLA.
  69. “User” means any individual authorised by the Client to access and use the Platforms, including Authorised Users and, where applicable, the Client’s own customers accessing strutoCX experiences.
  70. “VAT” means value added tax as provided for in the Value Added Tax Act 1994 or any similar tax.
  71. “Warranty Period” means has the meaning given in Clause 14.2.
2. 1.2 In these Terms, unless the context otherwise requires:
  1. (a) references to clauses are to clauses of these Terms;
  2. (b) references to a party include its lawful successors and assigns;
  3. (c) words in the singular include the plural and vice versa;
  4. (d) headings shall not affect interpretation;
  5. (e) references to any statute include any amendment, re-enactment, or subordinate legislation;
  6. (f) a reference to “writing” includes email;
  7. (g) references to a “person” include a natural person, corporate or unincorporated body; and
  8. (h) any obligation not to do something includes an obligation not to allow that thing to be done.
3. 1.3 In the event of conflict between the documents comprising the Contract, the following order of precedence shall apply (in descending order):
  1. (a) any Change Order duly executed by both parties;
  2. (b) the Data Processing Agreement;
  3. (c) the Statement of Works (including any SLA and Schedules);
  4. (d) these Terms;
  5. (e) the Quotation; and
  6. (f) any other document incorporated by reference.
Basis of Contract
1. 2.1 The Quotation constitutes an offer by the Supplier to provide the Services and/or Platform Licences in accordance with these Terms. A Statement of Works shall constitute a binding contract when executed by both parties or when the Client commences use of the Services or Platforms, whichever is earlier.
2. 2.2 These Terms apply to the exclusion of any other terms that the Client seeks to impose or which are implied by trade, custom, practice, or course of dealing. No terms endorsed upon, delivered with, or contained in the Client’s purchase order, confirmation of order, or other document shall form part of the Contract.
3. 2.3 No variation of these Terms shall be binding unless agreed in writing and signed by an authorised representative of both parties.
4. 2.4 The Supplier’s employees, agents, and sub-contractors are not authorised to make representations concerning the Platforms or Services unless confirmed in writing by the Supplier. The Client acknowledges that it does not rely on any representation not so confirmed.
5. 2.5 A Quotation shall be valid for thirty (30) days from its date of issue unless otherwise stated, and may be withdrawn by the Supplier at any time before acceptance.
6. 2.6 Multiple Statements of Works may be entered into under these Terms. Each Statement of Works shall incorporate these Terms by reference and shall form a separate Contract. Termination of one Statement of Works shall not affect any other.
Platform Licences
1. 3.1 Subject to the Client’s compliance with these Terms, payment of the applicable Charges, and the duration of the Subscription Period, the Supplier grants to the Client a non-exclusive, non-transferable, non-sublicensable Platform Licence to access and use the applicable Platform(s) solely for the Client’s internal business purposes and in accordance with the Specification and the Documentation.
2. 3.2 The Platform Licence does not include the right to:
  1. (a) sub-license, resell, distribute, or make the Platform available to any third party other than Authorised Users;
  2. (b) modify, adapt, translate, reverse-engineer, decompile, or disassemble the Platform or any part thereof;
  3. (c) create derivative works based on the Platform;
  4. (d) access the Platform in order to build a competing product or service or to benchmark the Platform against competing products or services;
  5. (e) use the Platform to process data on behalf of any third party other than as contemplated by the Statement of Works;
  6. (f) remove, obscure, or alter any proprietary notices on the Platform;
  7. (g) introduce Malware into the Platform;
  8. (h) attempt to gain unauthorised access to the Platform or its underlying infrastructure; or
  9. (i) exceed any usage limits specified in the Statement of Works.
3. 3.3 The Supplier shall host and maintain the Platforms on secure cloud infrastructure. The Supplier shall use commercially reasonable endeavours to ensure the Platforms are available in accordance with the SLA. The Client acknowledges that Platform availability is dependent upon the availability of Third-Party Dependencies and that the Supplier shall not be liable for downtime attributable to such third parties.
4. 3.4 The Supplier may update, modify, enhance, or patch the Platforms from time to time. The Supplier shall:
  1. (a) use reasonable endeavours to give the Client not less than five (5) Business Days’ notice of material changes that may affect the Client’s use;
  2. (b) apply minor updates, security patches, and bug fixes without notice as reasonably required;
  3. (c) not materially reduce the functionality of a Platform during a Subscription Period without the Client’s consent, save where required by Applicable Laws or Third-Party Dependencies; and
  4. (d) maintain backwards compatibility with existing Integrations where commercially practicable, and where not practicable, address through the Change process.
5. 3.5 The Subscription Period shall be as specified in the Statement of Works. Unless either party gives the other not less than sixty (60) days’ written notice before the end of the current Subscription Period, the Platform Licence shall automatically renew for successive periods of twelve (12) months (or such other period as specified in the Statement of Works), at the Supplier’s then-current pricing notified to the Client not less than thirty (30) days before the renewal date.
6. 3.6 On expiry or termination of the Platform Licence:
  1. (a) the Client’s access to the Platform shall cease immediately;
  2. (b) the Supplier shall make Client Data available for export in a standard, machine-readable format (such as CSV, JSON, or via API) for a period of thirty (30) days, after which the Supplier may delete all Client Data;
  3. (c) the Client shall cease all use of the Platform and destroy any copies of Documentation; and
  4. (d) any Integrations dependent on the Platform shall cease to function.
7. 3.7 The Supplier shall provide the Client with reasonable Transition Assistance on termination or expiry, as described in Clause 19.5, subject to payment of the Supplier’s prevailing rates.
Services
1. 4.1 The Supplier shall provide the Services with reasonable skill, care, and diligence and in accordance with the Specification, Applicable Laws, Applicable Standards, and good industry practice. The Supplier shall allocate suitably qualified and experienced Supplier Personnel to the Contract.
2. HubSpot Implementation
3. 4.2 Where the Statement of Works includes HubSpot implementation:
  1. (a) the Supplier shall configure, deploy, and optimise HubSpot in accordance with the Specification and Implementation Plan;
  2. (b) the Client shall provide the Supplier with administrative access to the Client’s HubSpot portal and maintain such access throughout the Contract;
  3. (c) the Client acknowledges that HubSpot is a third-party platform subject to its own terms of service, pricing, and feature roadmap, and the Supplier shall have no liability for changes to HubSpot functionality, deprecation of features, pricing changes, or availability issues;
  4. (d) the Client shall maintain a valid HubSpot subscription at the required tier throughout the term of the Contract, and shall be solely responsible for all HubSpot subscription fees;
  5. (e) the Supplier shall configure HubSpot in accordance with HubSpot’s partner programme requirements and best practices; and
  6. (f) the Supplier shall provide handover documentation sufficient to enable the Client’s team to operate the configured HubSpot environment.
4. Integration Services
5. 4.3 Where the Statement of Works includes Integration services:
  1. (a) the Supplier shall design, configure, test, and deploy Integrations between HubSpot and the Client’s Technology Stack using the strutoIX Platform and/or Connectors;
  2. (b) for Commissioned Integrations, the Supplier shall prepare a technical specification for the Client’s approval before development;
  3. (c) the Client shall provide the Supplier with all necessary API credentials, access tokens, technical documentation, and system access for each system to be integrated, and shall ensure such credentials remain valid throughout the Contract;
  4. (d) the Supplier shall test Integrations against the Acceptance Criteria before deployment to the production environment;
  5. (e) the Client acknowledges that Integrations depend upon third-party APIs, systems, and data formats, and the Supplier shall not be liable for Integration failures caused by:
    1. (i) changes to third-party APIs, authentication mechanisms, rate limits, or data schemas;
    2. (ii) downtime or errors in the Client’s Technology Stack;
    3. (iii) data quality issues in source or target systems; or
    4. (iv) the Client’s failure to maintain valid credentials;
  6. (f) the Client shall notify the Supplier not less than ten (10) Business Days before making any changes to its Technology Stack that may affect Integrations; and
  7. (g) where Integration failures occur, the Supplier shall diagnose and remediate in accordance with the SLA, and where remediation requires material change, it shall be addressed through the Change process.
6. AI Agent Services
7. 4.4 Where the Statement of Works includes AI Agent services:
  1. (a) the Supplier shall design, configure, test, and deploy AI Agents in accordance with the Specification, the Outcomes Roadmap, and Applicable Laws;
  2. (b) AI Agents shall operate within the parameters, rules, guardrails, and scope defined in the Statement of Works (the “Approved Parameters”);
  3. (c) the Supplier shall implement monitoring, logging, and alerting for AI Agent actions, and shall maintain audit logs for a minimum of twelve (12) months;
  4. (d) the Client acknowledges that AI Agents use artificial intelligence and machine learning technologies and that:
    1. (i) outputs are probabilistic, not deterministic, and may not be entirely accurate, complete, or predictable in all circumstances;
    2. (ii) AI Agent performance depends upon the quality, completeness, and consistency of input data;
    3. (iii) AI technology is evolving rapidly and the Supplier may need to update AI Agent configurations to reflect technological or regulatory developments; and
    4. (iv) AI Agents are decision-support tools and do not replace human judgement;
  5. (e) the Client shall implement human oversight controls where:
    1. (i) specified in the Statement of Works as requiring human-in-the-loop processes;
    2. (ii) required by Applicable Laws (including any requirements under AI regulation); or
    3. (iii) recommended by the Supplier in writing;
  6. (f) the Client shall not use AI Agents:
    1. (i) for purposes beyond those specified in the Statement of Works;
    2. (ii) in connection with any automated decision-making that produces legal effects concerning a natural person or similarly significantly affects a natural person, unless expressly agreed in writing and appropriate safeguards (including the right to human review) are implemented;
    3. (iii) to generate content that is unlawful, harmful, discriminatory, or in breach of any third party’s rights; or
    4. (iv) in a manner that circumvents the Approved Parameters;
  7. (g) the Supplier shall not use Client Data to train AI models for use by other clients or for general improvement of AI models unless:
    1. (i) the data has been anonymised and aggregated such that it cannot be linked to the Client or any data subject; or
    2. (ii) the Client has given express written consent; and
  8. (h) the Supplier shall provide transparency regarding AI Agent capabilities, limitations, and known risks, and shall notify the Client of any material changes to AI Agent behaviour.
8. Website and Application Development
9. 4.5 Where the Statement of Works includes website or application development:
  1. (a) the Supplier shall design, develop, and deploy the website or application in accordance with the Specification;
  2. (b) the Client shall provide all content, imagery, branding guidelines, and approvals in accordance with the agreed timeline; delays by the Client shall extend the delivery timeline accordingly;
  3. (c) the Supplier shall develop in accordance with web accessibility standards (WCAG 2.1 Level AA) unless otherwise agreed;
  4. (d) the Client acknowledges that websites and applications built on HubSpot CMS are subject to HubSpot’s platform capabilities, limitations, and terms;
  5. (e) following launch, the website or application shall be subject to the Warranty Period, after which ongoing support shall be provided through uniVERSAL Support or a separate Statement of Works; and
  6. (f) the Supplier shall provide Documentation including content management instructions.
10. Consulting and Guidance Framework Services
11. 4.6 Where the Statement of Works includes consulting services under a Guidance Framework:
  1. (a) the Supplier shall provide strategic, advisory, and tactical delivery services in accordance with the applicable Guidance Framework tier and methodology;
  2. (b) consulting services represent the Supplier’s professional opinion based on the information available, and the Client remains solely responsible for all business decisions, whether or not informed by the Supplier’s advice;
  3. (c) the Supplier shall not be liable for business outcomes resulting from the Client’s implementation of, or failure to implement, recommendations;
  4. (d) consulting services shall be charged in accordance with the applicable Guidance Framework tier;
  5. (e) the Supplier may provide recommendations regarding the Client’s HubSpot configuration, Technology Stack, marketing strategy, sales processes, customer service workflows, or operational efficiency, but such recommendations do not constitute legal, financial, or regulatory advice; and
  6. (f) the Client shall not rely on the Supplier’s consulting services as a substitute for independent professional advice where the subject matter requires specialist expertise (including legal, tax, accounting, or regulatory compliance advice).
12. uniVERSAL Support
13. 4.7 Where the Statement of Works includes uniVERSAL Support:
  1. (a) the Supplier shall provide ticket-based technical support during Business Hours (or such extended hours as specified in the SLA);
  2. (b) the Client shall submit support requests through the Supplier’s designated support portal, providing sufficient detail for the Supplier to diagnose and reproduce the issue;
  3. (c) the Supplier shall categorise and respond to support requests in accordance with the Error Classification and response times set out in the SLA;
  4. (d) where an Error is classified as Critical (meaning the Platform is unavailable or a core business process is blocked), the Supplier shall commence investigation within the time specified in the SLA and shall provide regular status updates;
  5. (e) uniVERSAL Support does not include:
    1. (i) support for third-party systems other than the Platforms;
    2. (ii) support for issues arising from the Client’s unauthorised modification of the Platforms, Integrations, or Custom Development;
    3. (iii) support for issues arising from the Client’s failure to comply with these Terms or the Documentation;
    4. (iv) training;
    5. (v) new development or enhancement work (which shall be scoped as a separate Statement of Works); or
    6. (vi) support for issues caused by Third-Party Dependencies; and
  6. (f) the Supplier shall use reasonable endeavours to resolve Errors in accordance with the SLA, and where resolution is not possible within the target time, shall provide a workaround where commercially practicable.
14. Outcomes-as-a-Service
15. 4.8 Where the Statement of Works specifies an Outcomes-as-a-Service engagement:
  1. (a) the parties shall agree the Outcomes Roadmap, including specific Outcomes, baseline measurements, Outcome Targets, metrics, measurement methodology, measurement periods, and dependencies;
  2. (b) the Supplier shall deploy Outcome Packs and configure the Platforms to pursue the agreed Outcomes;
  3. (c) the Client acknowledges that Outcomes depend upon factors within and beyond the Supplier’s control, including the Client’s own actions and decisions, the Client’s sales and marketing execution, market conditions, competitive dynamics, data quality, Third-Party Dependencies, and the Client’s compliance with its obligations under the Contract;
  4. (d) the Supplier’s commitment is to deploy the agreed Outcome Packs, Platform capabilities, and AI Agents with reasonable skill and care and in accordance with the Outcomes Roadmap, and the Supplier does not guarantee the achievement of any specific Outcome;
  5. (e) the Supplier shall provide regular reporting against the Outcomes Roadmap at the frequency specified in the Statement of Works; and
  6. (f) where measurement reveals that an Outcome Target is unlikely to be achieved, the Supplier shall propose adjustments to the Outcomes Roadmap, which shall be subject to the Change process.
16. 4.9 The Supplier may sub-contract the performance of any Services, remaining fully responsible for its obligations and the acts and omissions of its sub-contractors.
17. 4.10 The Supplier shall not be liable for failure or delay in providing Services caused by the Client’s failure to provide Client Materials, access, approvals, or co-operation in a timely manner, or caused by Client Default.
Client Obligations
1. 5.1 The Client shall:
  1. (a) co-operate with the Supplier and provide such information, access, Client Materials, approvals, and assistance as reasonably required, in a timely manner and in accordance with the Implementation Plan;
  2. (b) ensure all Client Materials are accurate, complete, and not misleading in any material respect;
  3. (c) provide and maintain administrative access to HubSpot, the Technology Stack, and all systems required for the Services, and shall ensure such access credentials are kept current and secure;
  4. (d) maintain valid licences and subscriptions for all third-party software in the Technology Stack, including HubSpot, at the tiers required for the Services;
  5. (e) appoint a Project Manager with authority to make decisions, provide approvals, and allocate resources on behalf of the Client;
  6. (f) make available suitably qualified Client personnel to participate in workshops, provide feedback, and carry out Acceptance Testing in accordance with agreed timelines;
  7. (g) obtain all necessary consents, licences, and permissions required for the Supplier to perform the Services, including data processing consents and authorisations from third-party system providers;
  8. (h) comply with all Applicable Laws in its use of the Platforms, Deliverables, and Services;
  9. (i) ensure that its Authorised Users comply with these Terms and any acceptable use policies notified by the Supplier;
  10. (j) be solely responsible for the actions and omissions of its Authorised Users; and
  11. (k) promptly notify the Supplier of any security incident, data breach, or unauthorised access affecting the Platforms or Client Data.
2. 5.2 If the Supplier’s performance is prevented or delayed by any Client act or omission (“Client Default”):
  1. (a) the Supplier may suspend performance until the Client Default is remedied, without liability;
  2. (b) any agreed timelines, milestones, and delivery dates shall be extended by the period of delay plus a reasonable period for remobilisation;
  3. (c) the Supplier shall not be liable for any failure or delay caused by the Client Default;
  4. (d) the Supplier may charge for additional costs and expenses incurred as a result of the Client Default at its prevailing rates; and
  5. (e) the Supplier shall use reasonable endeavours to mitigate the impact of the Client Default.
Changes
1. 6.1 Either party may propose a Change to the Specification, Services, Outcomes Roadmap, SLA, Implementation Plan, or any other aspect of the Contract (“Change”).
2. 6.2 A Change Request shall be made by written notice containing sufficient detail for the other party to evaluate the proposed Change, including the reason for the Change and any known impact on scope, timelines, and Charges. The Supplier shall, within ten (10) Business Days (or such other period as the parties agree), provide a written assessment of the impact on scope, timelines, Charges, and any affected Deliverables or Outcomes.
3. 6.3 No Change shall be effective until agreed in writing and a Change Order executed by both parties. Until a Change Order is executed, the Supplier shall continue to perform under the existing terms of the Contract.
4. 6.4 The Supplier may charge for the time and costs of assessing a Change Request at its prevailing rates, which shall be notified to the Client in advance.
5. 6.5 The Supplier may decline a Change Request where:
  1. (a) it is not technically feasible;
  2. (b) it would require breach of Applicable Laws or Applicable Standards;
  3. (c) it would adversely affect the Platforms or other clients; or
  4. (d) the parties are unable to agree on the impact on Charges or timelines.
6. 6.6 Where a Change is required due to changes to Third-Party Dependencies, Applicable Laws, or HubSpot functionality, the Supplier shall notify the Client and propose the Change. If the Client does not accept the Change, the Supplier’s obligations shall be adjusted to reflect the constraints imposed by the external change.
Price and Payment
1. 7.1 The Contract Price shall be as set out in the Quotation or Statement of Works. Unless otherwise stated, it:
  1. (a) is exclusive of VAT and all applicable taxes, duties, and levies;
  2. (b) is exclusive of travel, accommodation, and subsistence expenses, which shall be charged at cost with receipts;
  3. (c) may comprise fixed fees, recurring subscription fees, time-based charges at agreed day rates, Outcome-based fees, or a combination thereof, as specified in the Statement of Works; and
  4. (d) is based on the scope, assumptions, and dependencies set out in the Statement of Works.
2. 7.2 The Supplier may increase recurring Charges (including Platform Licence fees) on each renewal of the Subscription Period by giving not less than thirty (30) days’ written notice. The increase shall not exceed the greater of:
  1. (a) five per cent (5%); or
  2. (b) the percentage increase in the Consumer Prices Index (CPI) in the twelve (12) months preceding the renewal date. Day rates for time-based Services shall be reviewed annually on the anniversary of the Commencement Date.
3. 7.3 The Supplier shall invoice in accordance with the payment schedule set out in the Statement of Works. Where no payment schedule is specified:
  1. (a) for Platform Licences, monthly or annually in advance (as specified);
  2. (b) for fixed-price Services, in accordance with the milestone schedule in the Implementation Plan, or where no milestones are specified, fifty per cent (50%) on execution of the Statement of Works and fifty per cent (50%) on completion;
  3. (c) for time-based Services, monthly in arrears based on time recorded; and
  4. (d) for Outcome-based fees, in accordance with the measurement and payment schedule in the Statement of Works.
4. 7.4 The Client shall pay each invoice within thirty (30) days of the date of the invoice, in full and in cleared funds, without set-off, counterclaim, or deduction. Time for payment shall be of the essence of the Contract.
5. 7.5 If the Client fails to pay any sum by the due date:
  1. (a) interest shall accrue at four per cent (4%) per annum above the Bank of England’s base rate from time to time, compounding daily from the due date until payment in full;
  2. (b) the Supplier may, without liability, suspend access to the Platforms and performance of the Services until payment is received;
  3. (c) the Supplier may exercise its rights under the Late Payment of Commercial Debts (Interest) Act 1998, including the right to claim statutory compensation; and
  4. (d) all other sums due from the Client under the Contract and any other contract between the parties shall become immediately due and payable.
6. 7.6 All amounts shall be paid in pounds sterling (GBP) unless otherwise agreed in writing.
7. 7.7 Additional costs arising from the Client’s failure to comply with its obligations, including delays, rework, and additional meetings, shall be payable on demand at the Supplier’s prevailing day rates.
Delivery and Deployment
1. 8.1 The Supplier shall deliver Deliverables and deploy Platforms in accordance with the timelines and milestones set out in the Statement of Works and the Implementation Plan.
2. 8.2 Delivery and deployment dates are estimates only unless expressly stated to be of the essence in the Statement of Works. The Supplier shall not be liable for delay unless caused solely by the Supplier’s breach of contract.
3. 8.3 Where the Statement of Works specifies phased delivery, each phase shall be treated as a separate Deliverable for the purposes of Acceptance Testing.
4. 8.4 The Supplier shall notify the Client when a Deliverable is ready for Acceptance Testing. Deployment to the production environment shall not occur until the Client has given Acceptance or Acceptance is deemed in accordance with Clause 9.4, unless otherwise agreed.
5. 8.5 Where the Supplier identifies that a milestone is at risk, it shall promptly notify the Client and propose mitigation measures.
Acceptance
1. 9.1 The Client shall carry out Acceptance Testing during the Acceptance Period in accordance with the Acceptance Criteria set out in the Statement of Works.
2. 9.2 The Client shall notify the Supplier in writing of any failure to meet the Acceptance Criteria within the Acceptance Period, providing:
  1. (a) a clear description of each failure;
  2. (b) steps to reproduce (where applicable);
  3. (c) supporting evidence (such as screenshots, data samples, or error logs); and
  4. (d) the relevant Acceptance Criteria not met (a “Deficiency Notice”).
3. 9.3 The Supplier shall use reasonable endeavours to remedy the failures identified in a Deficiency Notice and resubmit the Deliverable within ten (10) Business Days (or such other period as the parties agree).
4. 9.4 If the Client fails to carry out Acceptance Testing, to issue a Deficiency Notice, or to otherwise respond within the Acceptance Period, Acceptance shall be deemed to have occurred on expiry of the Acceptance Period. The Statement of Works may specify a longer Acceptance Period than the default ten (10) Business Days where reasonable having regard to the complexity, scale or business-critical nature of the Deliverable (for example, enterprise integrations, customer-facing websites or AI Agent deployments).
5. 9.5 If a Deliverable fails Acceptance Testing on three (3) successive occasions for the same material failure, the Client may terminate in respect of the affected Deliverable by written notice, and the Supplier shall refund Charges paid for that Deliverable only. This shall be the Client’s sole remedy for repeated Acceptance failure.
6. 9.6 Minor issues that do not materially affect the functionality of a Deliverable shall not constitute grounds for rejection. Such issues shall be logged and remediated through uniVERSAL Support or a subsequent release.
Third-Party Dependencies
1. 10.1 The Client acknowledges that the Platforms and Services depend upon Third-Party Dependencies, including but not limited to HubSpot, Microsoft Azure, and other components of the Client’s Technology Stack.
2. 10.2 The Supplier shall not be liable for:
  1. (a) changes to, deprecation of, or discontinuation of Third-Party Dependencies, including changes to HubSpot’s API, functionality, or pricing;
  2. (b) downtime, errors, performance degradation, or data loss caused by Third-Party Dependencies;
  3. (c) changes to third-party APIs, data formats, authentication mechanisms, or rate limits;
  4. (d) the acts, omissions, or insolvency of third-party platform providers; or
  5. (e) incompatibilities between the Client’s Technology Stack and the Platforms arising from changes to the Technology Stack not notified to the Supplier.
3. 10.3 The Supplier shall use reasonable endeavours to:
  1. (a) monitor known changes to material Third-Party Dependencies;
  2. (b) notify the Client of changes that may affect the Platforms or Services; and
  3. (c) propose remediation where commercially practicable.
4. 10.4 Where a change to a Third-Party Dependency materially affects the Platforms or Services, the Supplier shall propose remediation, which shall be subject to the Change process in Clause 6. The Client shall be responsible for any additional Charges arising from such remediation.
5. 10.5 The Client shall be solely responsible for maintaining its contractual relationship with all Third-Party Dependency providers, including HubSpot, and for compliance with their terms of service.
Intellectual Property
1. 11.1 All Background IP shall remain the property of the owning party. Nothing in the Contract transfers Background IP save as expressly provided. The Platforms (including all source code, object code, architecture, algorithms, data models, AI models, Connectors, and Documentation), together with all improvements, enhancements, and modifications thereto (whether arising from the Services or otherwise), are and shall remain the Supplier’s Background IP.
2. 11.2 Subject to Clause 11.2A, all Foreground IP shall vest in and be the absolute property of the Supplier. The Client hereby assigns (by way of present assignment of future rights) any Foreground IP that vests in the Client to the Supplier (other than Bespoke Deliverables, which shall be dealt with under Clause 11.2A), with full title guarantee. The Supplier grants the Client a non-exclusive, perpetual, irrevocable, royalty-free, transferable (to a successor in business or replacement service provider engaged to use the Foreground IP solely for the Client’s benefit) licence to use the Foreground IP for any reasonable business purpose of the Client, including the operation, hosting and public deployment of any client-facing website, application or other Deliverable created or commissioned as part of the Foreground IP, subject to continued compliance with Clause 17 (Confidentiality).
3. 11.2A For the purposes of this Clause 11, “Bespoke Deliverables” means those elements of Foreground IP that are:
  1. (a) created by the Supplier specifically for the Client under a Statement of Works;
  2. (b) not Platforms, Connectors, Outcome Packs, AI models, frameworks, templates, methodologies, generic code libraries or other reusable components of the Supplier’s business; and
  3. (c) identified as Bespoke Deliverables in the Statement of Works, or which by their nature are bespoke client-specific outputs (such as a custom website built solely for the Client, a Commissioned Integration unique to the Client’s Technology Stack, a client-specific application, or client-funded documentation or assets). On payment in full of the Charges relating to a Bespoke Deliverable, all right, title and interest in that Bespoke Deliverable (excluding any Background IP or reusable components embedded within it, which remain the Supplier’s property and are licensed to the Client under Clause 11.2) shall vest in the Client. The Supplier hereby assigns (by way of present assignment of future rights) to the Client, with full title guarantee, all such Bespoke Deliverable IP that vests in the Supplier on creation. Notwithstanding the foregoing, the Supplier may continue to use the underlying know-how, techniques, skills and experience gained in creating Bespoke Deliverables, subject always to Clause 17 (Confidentiality).
4. 11.3 For the avoidance of doubt:
  1. (a) all improvements, enhancements, and modifications to the Platforms (whether arising from the Services, from Client feedback, or otherwise) shall be the Supplier’s property;
  2. (b) all AI Agent configurations, AI models, Outcome Packs, Connectors, and Integration templates developed by the Supplier (whether for the Client or generally) are the Supplier’s property, subject to the Client’s Platform Licence to use them during the Subscription Period;
  3. (c) the Client’s data, content, and Client Materials remain the Client’s property at all times; and
  4. (d) the Supplier may use knowledge, experience, techniques, and skills gained during the performance of the Contract, provided it does not disclose the Client’s Confidential Information.
5. 11.4 The Client shall not:
  1. (a) reverse-engineer, decompile, or seek to derive the source code of the Platforms or the Supplier’s proprietary algorithms or AI models;
  2. (b) reproduce, replicate, or create derivative works of any Platform functionality;
  3. (c) use the Supplier’s Intellectual Property for any purpose other than as expressly permitted by the Platform Licence; or
  4. (d) remove or alter any proprietary notices.
6. 11.5 The Supplier warrants that, to the best of its knowledge, the Platforms and Deliverables do not infringe third-party Intellectual Property rights in the United Kingdom. This warranty does not apply to the extent infringement arises from:
  1. (a) modification by the Client;
  2. (b) use in combination with products or services not supplied by the Supplier;
  3. (c) use other than in accordance with the Specification; or
  4. (d) Client Materials.
7. 11.6 The Client grants the Supplier a non-exclusive, royalty-free, irrevocable licence to use Intellectual Property in the Client Materials for the purpose of providing the Services, operating the Platforms, and performing the Contract.
Client Data
1. 12.1 As between the parties, all Client Data is and shall remain the property of the Client. The Supplier acquires no rights in Client Data except as expressly provided in these Terms.
2. 12.2 The Supplier shall:
  1. (a) process Client Data only for the purpose of providing the Services, operating the Platforms, and performing the Contract;
  2. (b) implement and maintain appropriate technical and organisational security measures to protect Client Data against unauthorised access, loss, destruction, or alteration, having regard to the state of the art, the costs of implementation, and the nature of the data;
  3. (c) not disclose Client Data to any third party except:
    1. (i) to sub-processors engaged in accordance with Clause 13;
    2. (ii) as required by Applicable Law or court order; or
    3. (iii) with the Client’s prior written consent; and
  4. (d) comply with the Data Protection Legislation in respect of any personal data within the Client Data.
3. 12.3 The Client shall be solely responsible for:
  1. (a) the accuracy, quality, legality, and completeness of Client Data;
  2. (b) obtaining all necessary consents, licences, and authorisations for the processing of personal data within the Client Data;
  3. (c) ensuring that the provision of Client Data to the Supplier does not breach any third-party rights, contractual obligations, or Applicable Laws;
  4. (d) maintaining appropriate backups of any Client Data held outside the Platforms (Platform-level backups being the Supplier’s responsibility under Clause 12.4); and
  5. (e) classifying the sensitivity of Client Data and notifying the Supplier of any data requiring enhanced security measures.
4. 12.4 The Supplier shall maintain regular platform-level backups of Client Data hosted on the Platforms in accordance with the SLA, and shall be principally responsible for the integrity of those Platform-level backups. The Supplier shall use reasonable endeavours to restore Client Data from backups in the event of data loss. The Supplier shall not be liable for data loss to the extent caused by (i) data held outside the Platforms which the Client has not arranged to be backed up, or (ii) the Client’s acts or omissions in respect of data outside the Platforms.
5. 12.5 The Supplier may collect and use anonymised, aggregated, and de-identified data derived from the use of the Platforms for the purposes of improving the Platforms, developing new features, benchmarking, and analytics, provided that such data cannot be used to identify the Client or any data subject.
Data Protection
1. 13.1 Each party shall comply with the Data Protection Legislation in respect of any personal data processed in connection with the Contract. The terms “personal data”, “controller”, “processor”, “data subject”, and “processing” shall have the meanings given in the Data Protection Legislation.
2. 13.2 Unless the Statement of Works states otherwise, the Client shall be the controller and the Supplier shall be the processor in respect of personal data processed through the Platforms. For the avoidance of doubt, each party may also act as an independent controller in respect of personal data that it processes for its own business administration, relationship management, account management and legal or regulatory compliance purposes (including contract records, support contact records and commercial administration), even where the Supplier is acting as processor in respect of personal data processed through the Platforms.
3. 13.3 Where the Supplier processes personal data on behalf of the Client, the Supplier shall:
  1. (a) process only in accordance with the Client’s documented instructions, unless required to process by Applicable Law (in which case, the Supplier shall inform the Client before processing unless prohibited from doing so);
  2. (b) ensure that persons authorised to process are subject to binding confidentiality obligations;
  3. (c) implement appropriate technical and organisational measures in accordance with Article 32 of the UK GDPR;
  4. (d) not engage a sub-processor without the Client’s prior general written authorisation, and shall ensure sub-processors are bound by obligations no less protective than these Terms;
  5. (e) assist the Client in responding to data subject requests, taking into account the nature of the processing;
  6. (f) notify the Client without undue delay (and in any event within forty-eight (48) hours) upon becoming aware of a personal data breach;
  7. (g) assist the Client in meeting its obligations under Articles 32 to 36 of the UK GDPR;
  8. (h) at the Client’s election, delete or return all personal data on termination of the relevant Services (subject to the data export period in Clause 3.6); and
  9. (i) make available to the Client all information necessary to demonstrate compliance and allow for and contribute to audits and inspections.
4. 13.4 The Client gives general authorisation for the Supplier to engage sub-processors. The Supplier shall:
  1. (a) maintain a list of sub-processors, available on request;
  2. (b) inform the Client of any intended changes (additions or replacements) to sub-processors, giving not less than fourteen (14) days’ notice;
  3. (c) give the Client the opportunity to object on reasonable grounds. If the Client reasonably objects and the parties cannot resolve the objection within thirty (30) days, the Client may terminate the affected Statement of Works on written notice.
5. 13.5 Where Client Data is transferred outside the United Kingdom, the Supplier shall ensure appropriate safeguards are in place in accordance with Chapter V of the UK GDPR, including standard contractual clauses, adequacy decisions, or binding corporate rules as applicable.
6. 13.6 The Client shall indemnify the Supplier against all Losses arising from any breach of the Data Protection Legislation by the Client or from processing carried out in accordance with the Client’s instructions.
7. 13.7 The parties shall, where required, enter into a Data Processing Agreement in the form set out in Schedule 2 to the Statement of Works, which shall take precedence over this Clause 13 to the extent of any conflict. The Data Processing Agreement shall, as a minimum, address:
  1. (a) the subject matter, duration, nature and purpose of the processing, and the categories of data subjects and personal data;
  2. (b) sub-processor approval and notification mechanics;
  3. (c) international transfer mechanisms (including any IDTA, UK Addendum or equivalent);
  4. (d) a security schedule setting out the technical and organisational measures referred to in Article 32 of the UK GDPR;
  5. (e) reasonable audit and inspection rights (which may be exercised through a reputable independent auditor, on reasonable notice, subject to confidentiality undertakings and at the Client’s cost save in the case of a breach by the Supplier);
  6. (f) assistance mechanics in respect of data subject requests, data protection impact assessments and breach notification; and
  7. (g) deletion or return of personal data on termination.
Warranty
1. 14.1 The Supplier warrants that:
  1. (a) the Platforms shall perform substantially in accordance with the Specification during the Subscription Period;
  2. (b) the Services shall be performed with reasonable skill, care, and diligence by suitably qualified Supplier Personnel;
  3. (c) Custom Development shall conform in all material respects to the Specification at the point of Acceptance;
  4. (d) it has the right to grant the licences and rights contemplated by these Terms;
  5. (e) the Platforms will not, at the point of deployment, contain any Malware knowingly introduced by the Supplier; and
  6. (f) it shall comply with all Applicable Laws in the performance of the Contract.
2. 14.2 The Warranty Period for Custom Development shall be ninety (90) days from Acceptance or, where no Acceptance process is specified, ninety (90) days from delivery. The Warranty Period for Integrations shall be ninety (90) days from deployment to the production environment. There is no separate Warranty Period for the Platforms, which are covered by the SLA during the Subscription Period.
3. 14.3 The Client shall notify the Supplier in writing of any Defect within fourteen (14) days of becoming aware of it, providing full details including steps to reproduce and supporting evidence.
4. 14.4 The Supplier shall, at its option:
  1. (a) repair the Defect;
  2. (b) replace the affected Deliverable;
  3. (c) provide a workaround that achieves substantially the same functionality; or
  4. (d) refund the relevant Charges. This shall be the Client’s sole remedy for breach of warranty under this Clause 14.
5. 14.5 The Warranty shall not apply to Defects arising from:
  1. (a) the Client’s modification of the Platforms, Integrations, or Custom Development without the Supplier’s written consent;
  2. (b) use other than in accordance with the Specification, Documentation, or the Supplier’s instructions;
  3. (c) changes to the Client’s Technology Stack made without notifying the Supplier in accordance with Clause 4.3(f);
  4. (d) Third-Party Dependencies;
  5. (e) Client Data errors, incomplete data, or data quality issues;
  6. (f) Client Default;
  7. (g) operation of the Platform beyond specified capacity or usage limits; or
  8. (h) Malware or security incidents originating from the Client Environment.
6. 14.6 Except as expressly set out in this Clause 14, all implied warranties, conditions, and terms (including those implied by statute, common law, or otherwise) are excluded to the fullest extent permitted by law.
Service Levels and Remedies
1. 15.1 The Supplier shall perform the Services and make the Platforms available in accordance with the SLA set out in Schedule 1 to the applicable Statement of Works.
2. 15.2 Where the Supplier fails to meet a service level, the Client’s sole and exclusive financial remedy shall be Service Credits, calculated in accordance with the SLA. Service Credits shall be applied as a credit against future invoices and shall not be redeemable for cash. Notwithstanding the foregoing, where the Supplier fails to meet a service level such that Service Credits would otherwise be payable (i) in three (3) or more consecutive calendar months, or (ii) in any four (4) calendar months in any rolling twelve (12) month period, the Client may treat the failure as a material breach of the Contract not capable of remedy and terminate the affected Statement of Works on written notice in accordance with Clause 19.2 (a “Chronic SLA Failure”). On termination for Chronic SLA Failure, the Supplier shall refund any Charges prepaid in respect of the period after the effective date of termination, on a pro-rated basis.
3. 15.3 Service Credits shall not be payable where the failure is attributable to:
  1. (a) scheduled maintenance notified in advance;
  2. (b) Force Majeure Events;
  3. (c) Third-Party Dependencies;
  4. (d) Client Default;
  5. (e) the Client’s failure to report the issue in accordance with the support process; or
  6. (f) circumstances beyond the Supplier’s reasonable control.
4. 15.4 The aggregate Service Credits in any calendar month shall not exceed the monthly Platform Licence fee for the affected Platform.
5. 15.5 The Client shall submit any Service Credit claim within thirty (30) days of the event giving rise to the claim, providing supporting evidence. Claims not submitted within this period shall be deemed waived.
Limitation of Liability
1. 16.1 Nothing in these Terms shall limit or exclude liability for:
  1. (a) death or personal injury caused by negligence;
  2. (b) fraud or fraudulent misrepresentation;
  3. (c) any liability which cannot be limited or excluded by Applicable Law; or
  4. (d) the Supplier’s breach of Clause 12.2 (Client Data security) or Clause 13 (Data Protection) to the extent such limitation is prohibited by law.
2. 16.2 Subject to Clause 16.1, and except in respect of (i) the Supplier’s breach of Clause 13 (Data Protection) or Clause 17 (Confidentiality); (ii) any unauthorised disclosure of Client Data by the Supplier; (iii) any infringement by the Platforms or Deliverables of a third party’s Intellectual Property rights; and (iv) the wilful misconduct or gross negligence of the Supplier (for which the cap in Clause 16.3 shall continue to apply but the exclusions in this Clause 16.2 shall not), the Supplier shall not be liable for:
  1. (a) loss of profits, business, revenue, or anticipated savings;
  2. (b) loss of goodwill or reputation;
  3. (c) loss of or corruption of data (save to the extent caused by the Supplier’s breach of its backup and security obligations under Clause 12);
  4. (d) loss of contracts or business opportunities;
  5. (e) any indirect, consequential, special, or exemplary loss or damage;
  6. (f) any loss arising from AI Agent actions taken within the Approved Parameters (save where the loss arises from the Supplier’s failure to implement reasonable guardrails, monitoring or testing in accordance with Clause 4.4 and Clause 21); or
  7. (g) any loss arising from Third-Party Dependencies.
3. 16.3 The Supplier’s total aggregate liability in respect of all claims arising under or in connection with the Contract (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall not exceed the lesser of:
  1. (a) one hundred per cent (100%) of the Charges paid and payable by the Client in the twelve (12) months preceding the date of the first event giving rise to the claim; and
  2. (b) two hundred and fifty thousand pounds (£250,000).
4. 16.3A Notwithstanding Clause 16.3, the Supplier’s total aggregate liability in respect of all claims falling within any of the carve-outs identified in the opening words of Clause 16.2 (namely, breach of Clause 13 (Data Protection) or Clause 17 (Confidentiality), unauthorised disclosure of Client Data, infringement by the Platforms or Deliverables of a third party’s Intellectual Property rights, and wilful misconduct or gross negligence of the Supplier) shall not, in aggregate, exceed the greater of:
  1. (a) two times (2x) the Charges paid and payable by the Client in the twelve (12) months preceding the date of the first event giving rise to the claim; and
  2. (b) five hundred thousand pounds (£500,000).
5. 16.4 The Client acknowledges that:
  1. (a) these limitations are reasonable having regard to the nature of the Platforms and Services;
  2. (b) the Charges have been calculated on this basis and would be substantially higher without such limitations;
  3. (c) the Client is free to obtain insurance against the risks excluded or limited by this Clause; and
  4. (d) the allocation of risk in this Clause 16 is reflected in the overall commercial bargain between the parties.
6. 16.5 No claim may be brought unless written notice has been given within twelve (12) months of the Client becoming aware of the relevant circumstances, and the Client shall take all reasonable steps to mitigate any loss.
Confidentiality
1. 17.1 Each party undertakes not to disclose to any person any Confidential Information of the other party during the Contract and for five (5) years after termination, except as permitted by Clause 17.2.
2. 17.2 Each party may disclose Confidential Information:
  1. (a) to employees, officers, agents, sub-contractors, and advisers who need to know, provided reasonable steps are taken to ensure compliance with this Clause and such persons are bound by obligations of confidentiality no less onerous;
  2. (b) as required by Applicable Law, regulation, or court order (provided the disclosing party gives prompt notice where legally permitted); and
  3. (c) to its professional advisers under professional obligations of confidentiality.
3. 17.3 No party shall use the other’s Confidential Information for any purpose other than exercising its rights and performing its obligations under the Contract.
4. 17.4 Without limiting the generality of Clause 17.1, the Supplier’s Platform architecture, source code, algorithms, AI models, integration methodologies, Outcome Packs, pricing, and internal processes constitute the Supplier’s Confidential Information.
5. 17.5 Each party agrees that breach of this Clause may cause irreparable harm and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedy.
6. 17.6 Upon termination, each party shall promptly return or destroy the other’s Confidential Information and certify in writing that it has done so, save for:
  1. (a) copies retained for legal or regulatory compliance purposes;
  2. (b) copies in automated backup systems, which shall be deleted in the ordinary course; and
  3. (c) Confidential Information embedded in board minutes, professional advice, or similar records, which shall remain subject to the obligations of this Clause 17.
Force Majeure
1. 18.1 Neither party shall be liable for failure or delay in performance caused by a Force Majeure Event, provided that:
  1. (a) the affected party gives prompt written notice including the nature, expected duration, and steps being taken to mitigate;
  2. (b) the affected party uses reasonable endeavours to mitigate the impact and resume performance; and
  3. (c) performance shall resume as soon as reasonably practicable after the event ceases or is mitigated.
2. 18.2 If the Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Statement of Works on thirty (30) days’ written notice. The Supplier shall refund any Charges paid for Services not yet performed, less a reasonable proportion for Services partially performed.
3. 18.3 For the avoidance of doubt, a Force Majeure Event shall not relieve the Client of its obligation to pay Charges that have fallen due.
Termination
1. 19.1 The Supplier may terminate with immediate effect by written notice if:
  1. (a) the Client commits a material breach and fails to remedy within fourteen (14) days of written notice specifying the breach and requiring remedy;
  2. (b) the Client fails to pay any sum due (other than any sum the Client has notified the Supplier in writing is genuinely and reasonably in dispute, to the extent of that disputed amount) within twenty-one (21) days of a written payment reminder issued by the Supplier following the due date;
  3. (c) the Client suffers an insolvency event (including inability to pay debts within the meaning of section 123 of the Insolvency Act 1986, winding-up petition, administration, receivership, or voluntary arrangement); or
  4. (d) the Client is in breach of Clause 20 (Compliance) or Clause 3.2 (Licence Restrictions).
2. 19.2 The Client may terminate with immediate effect by written notice if the Supplier commits a material breach and fails to remedy within thirty (30) days of written notice specifying the breach and requiring remedy.
3. 19.3 Either party may terminate any Statement of Works on not less than ninety (90) days’ written notice (or such longer notice as specified in the Statement of Works), provided the Client shall pay for:
  1. (a) all Services performed to the date of termination;
  2. (b) all Platform Licence fees due for the remainder of the current Subscription Period (save that, where the Client has prepaid fees relating to a period after the effective date of termination on notice, the Supplier shall refund the unused portion on a pro-rated basis, less any non-cancellable commitments under (c) below); and
  3. (c) all non-cancellable commitments (being specific third-party costs, licences, sub-processor fees or staff backfill costs that the Supplier evidences it has actually incurred and cannot, using reasonable endeavours, cancel or mitigate) entered into by the Supplier in reliance on the Contract.
4. 19.4 On termination or expiry:
  1. (a) the Client shall immediately pay all outstanding invoices and accrued interest;
  2. (b) the Platform Licence shall terminate and the Client’s access shall cease;
  3. (c) accrued rights and remedies of either party shall not be affected;
  4. (d) clauses intended to survive shall continue in full force and effect; and
  5. (e) the Supplier shall make Client Data available for export in accordance with Clause 3.6.
5. 19.5 Transition Assistance. On termination or expiry, the Supplier shall, if requested by the Client and subject to payment of the Supplier’s prevailing rates:
  1. (a) provide reasonable assistance to facilitate the orderly transition of the Services to the Client or an alternative provider;
  2. (b) make Client Data available for export;
  3. (c) provide Documentation and configuration records; and
  4. (d) answer reasonable questions from the Client or the alternative provider. Transition Assistance shall be provided for a maximum period of sixty (60) days after termination.
Compliance with Laws
1. 20.1 Each party shall comply with all Applicable Laws, including:
  1. (a) the Bribery Act 2010;
  2. (b) the Modern Slavery Act 2015 and the Criminal Finances Act 2017;
  3. (c) the Data Protection Legislation;
  4. (d) the Computer Misuse Act 1990;
  5. (e) all applicable regulations concerning the use of artificial intelligence, automated decision-making, and electronic communications; and
  6. (f) any applicable sector-specific regulations.
2. 20.2 The Client shall comply with all Applicable Laws in its use of the Platforms, Integrations, AI Agents, and Deliverables, including (without limitation) laws governing:
  1. (a) email marketing and electronic communications (including the Privacy and Electronic Communications Regulations 2003);
  2. (b) automated decision-making and profiling (including Articles 22 and 35 of the UK GDPR);
  3. (c) consumer protection; and
  4. (d) competition law.
3. 20.3 Breach of this Clause shall be a material breach not capable of remedy, entitling the non-breaching party to terminate immediately.
AI-Specific Provisions
1. 21.1 This Clause 21 applies in addition to Clause 4.4 and sets out the parties’ rights and obligations in relation to AI Agents and strutoAI capabilities.
2. 21.2 The Client acknowledges that AI Agents and strutoAI capabilities utilise artificial intelligence and machine learning technologies that:
  1. (a) may produce outputs that are probabilistic rather than deterministic;
  2. (b) may require ongoing tuning, adjustment, and retraining;
  3. (c) depend upon the quality, completeness, consistency, and timeliness of input data;
  4. (d) are subject to the inherent limitations and biases of current AI technology; and
  5. (e) may be affected by changes to underlying AI models, APIs, or infrastructure provided by third parties (including large language model providers).
3. 21.3 The Supplier shall:
  1. (a) implement guardrails, parameters, and scope limitations as specified in the Statement of Works to govern AI Agent behaviour (the “Approved Parameters”);
  2. (b) provide transparency regarding AI Agent capabilities, limitations, and known risks;
  3. (c) maintain logs of AI Agent actions, decisions, and data access for audit purposes for a minimum of twelve (12) months;
  4. (d) not use Client Data to train AI models for other clients or for general model improvement, unless:
    1. (i) the data has been anonymised and aggregated in accordance with Clause 12.5; or
    2. (ii) the Client has given express written consent;
  5. (e) implement appropriate testing and validation procedures before deploying AI Agents to the production environment; and
  6. (f) notify the Client promptly of any AI Agent behaviour that is materially inconsistent with the Approved Parameters.
4. 21.4 The Client shall:
  1. (a) implement human oversight controls where recommended by the Supplier, specified in the Statement of Works, or required by Applicable Laws;
  2. (b) review AI Agent outputs where the Statement of Works specifies human-in-the-loop processes, and shall be responsible for the consequences of approving or failing to review such outputs;
  3. (c) promptly notify the Supplier of any AI Agent behaviour that appears inconsistent with the Approved Parameters or produces unexpected results;
  4. (d) not deploy AI Agents for purposes beyond those specified in the Statement of Works without the Supplier’s written agreement;
  5. (e) not modify, circumvent, or override the Approved Parameters without the Supplier’s written consent; and
  6. (f) ensure appropriate transparency notices are provided to end-users and data subjects where AI Agents interact with such persons, in accordance with Applicable Laws and good practice.
5. 21.5 The Supplier shall not be liable for any Losses arising from:
  1. (a) AI Agent actions taken within the Approved Parameters;
  2. (b) the Client’s failure to implement recommended human oversight controls;
  3. (c) inaccurate, incomplete, biased, or stale input data provided by the Client or originating from the Client’s Technology Stack;
  4. (d) the Client’s approval of AI Agent outputs under human-in-the-loop processes;
  5. (e) changes to AI regulation that require modification of AI Agent configurations, which shall be addressed through the Change process in Clause 6; or
  6. (f) the inherent limitations of AI technology as described in Clause 21.2.
6. 21.6 Where AI Agents are used in connection with marketing communications, the Client shall ensure compliance with the Privacy and Electronic Communications Regulations 2003 and shall be solely responsible for obtaining valid consent for automated communications.
7. 21.7 The parties shall co-operate in good faith to address any regulatory developments affecting the use of AI Agents, including any requirements arising from the EU AI Act (only to the extent applicable to the Services, the Client’s use case, or any cross-border deployment), any UK legislation or regulatory requirements concerning artificial intelligence, or sector-specific guidance.
Indemnity
1. 22.1 The Client shall indemnify the Supplier and its officers, employees, and agents against all Losses arising out of or in connection with:
  1. (a) any breach by the Client of its obligations under the Contract;
  2. (b) any claim by a third party arising from the Client’s use of the Platforms, Integrations, AI Agents, or Deliverables;
  3. (c) any claim arising from the Client Data, including claims of intellectual property infringement, defamation, or breach of data protection;
  4. (d) any claim arising from the Client’s failure to obtain necessary consents, licenses, or authorisations;
  5. (e) any claim arising from the Client’s use of AI Agents in a manner not approved in the Statement of Works or in breach of the Approved Parameters;
  6. (f) any claim arising from the Client’s breach of Applicable Laws; and
  7. (g) any claim arising from the Client’s Technology Stack or Client Environment.
2. 22.2 The indemnifying party’s obligations are conditional on:
  1. (a) prompt written notice of any claim;
  2. (b) the indemnified party giving reasonable co-operation and assistance; and
  3. (c) the indemnifying party being given reasonable control of the defence and settlement (provided that no settlement may be entered into that imposes obligations on the indemnified party without its consent).
3. 22.3 The Client’s indemnity obligations shall not be limited by the limitations in Clause 16 and shall survive termination or expiry of the Contract.
4. 22.4 The Supplier shall indemnify the Client and its officers, employees, and agents against all Losses suffered or incurred by the Client arising out of or in connection with:
  1. (a) any claim that the Platforms or Deliverables, when used in accordance with the Contract, infringe a third party’s Intellectual Property rights in the United Kingdom (subject to the carve-outs in Clause 11.5);
  2. (b) any third-party claim caused by the Supplier’s breach of the Data Protection Legislation in respect of personal data for which the Supplier acts as processor; and
  3. (c) any unauthorised disclosure of the Client’s Confidential Information by the Supplier in breach of Clause 17. The Supplier’s indemnity obligations under this Clause 22.4 are subject to Clause 22.2 and the limitations in Clause 16.
Dispute Resolution
1. 23.1 If a dispute arises out of or in connection with the Contract (“Dispute”), the parties shall follow this Clause 23 before commencing legal proceedings.
2. 23.2 The party raising the Dispute shall give written notice with full particulars. The Project Managers shall attempt resolution within twenty (20) Business Days (“Initial Period”).
3. 23.3 If not resolved during the Initial Period, the Dispute shall be escalated to a senior executive of each party (being a person with authority to settle the Dispute) for a further twenty (20) Business Days (“Escalation Period”).
4. 23.4 If not resolved after escalation, either party may refer the Dispute to mediation under the CEDR Model Mediation Procedure. The mediation shall take place in Bristol or London (as the parties agree) and costs shall be shared equally.
5. 23.5 No court proceedings may be commenced until mediation has been attempted (or forty (40) Business Days have elapsed since the Initial Period without mediation commencing). Nothing shall prevent either party from seeking urgent injunctive or interim relief at any stage.
6. 23.6 During any Dispute, both parties shall continue to perform their respective obligations under the Contract, including the Client’s obligation to make payments not genuinely and reasonably in dispute.
General Provisions
1. 24.1 Entire Agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral. Each party acknowledges that it does not rely on any statement, representation, or warranty not set out in the Contract.
2. 24.2 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not constitute a waiver of any subsequent right or remedy. Failure or delay in exercising any right shall not constitute a waiver of that right.
3. 24.3 Severance. If any provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted to the minimum extent necessary, without affecting the validity of the remaining provisions. The parties shall negotiate in good faith a replacement provision that achieves the same commercial effect.
4. 24.4 Third Party Rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999. The parties’ rights to rescind or vary the Contract are not subject to the consent of any third party.
5. 24.5 Set-Off. The Supplier may set off any liability of the Client to the Supplier against any liability of the Supplier to the Client. The Client shall pay all sums without set-off, counterclaim, or deduction except as expressly permitted by the Contract.
6. 24.6 No Partnership or Agency. Nothing in the Contract shall establish any partnership, joint venture, or agency between the parties. Neither party shall have authority to bind the other or incur obligations on the other’s behalf.
7. 24.7 Assignment and Sub-contracting. The Supplier may assign, transfer, or sub-contract any of its rights and obligations without the Client’s consent, remaining liable for performance. The Client shall not assign, transfer, charge, sub-contract, or deal in any other manner with any of its rights or obligations without the Supplier’s prior written consent, not to be unreasonably withheld.
8. 24.8 Notices. Notices shall be in writing and:
  1. (a) delivered by hand or pre-paid first-class post to the registered office or principal place of business; or
  2. (b) sent by email to the addresses specified in the Statement of Works. Notices shall be deemed received:
    1. (i) if by hand, at the time of delivery;
    2. (ii) if by post, at 9:00am on the second Business Day after posting; and
    3. (iii) if by email, at the time of transmission provided no delivery failure notification is received.
9. 24.9 Governing Law and Jurisdiction. The Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Subject to Clause 23, the courts of England and Wales shall have exclusive jurisdiction.
10. 24.10 Survival. The following Clauses shall survive termination or expiry of the Contract and shall continue in full force and effect: Clause 11 (Intellectual Property), Clause 12 (Client Data), Clause 13 (Data Protection), Clause 16 (Limitation of Liability), Clause 17 (Confidentiality), Clause 21 (AI-Specific Provisions, to the extent applicable to surviving obligations), Clause 22 (Indemnity), Clause 23 (Dispute Resolution), and this Clause 24.
11. 24.11 Non-Solicitation. During the term of the Contract and for a period of twelve (12) months after its termination or expiry, neither party shall, without the other’s prior written consent, directly or indirectly solicit or entice away (or attempt to do so) any employee or contractor of the other party who has been materially involved in the provision or receipt of the Services. This Clause shall not prevent either party from hiring any person who responds to a general recruitment advertisement not targeted at the other party’s staff.
12. 24.12 Publicity and Marketing. The Supplier may refer to the Client as a customer and use the Client’s name and logo in promotional materials, case studies, and its website only with the Client’s prior written consent, such consent not to be unreasonably withheld or delayed. Neither party shall issue a press release referring to the other without the other’s prior written consent.
13. 24.13 Language. The Contract and all communications shall be in the English language.
14. 24.14 Counterparts. The Contract may be executed in any number of counterparts, each of which shall constitute an original. Transmission by email in PDF format shall constitute valid delivery.
15. 24.15 Further Assurance. Each party shall, at the request and cost of the other party, execute such documents and perform such acts as may be reasonably required to give full effect to the Contract.
16. 24.16 Cumulative Remedies. The rights and remedies under the Contract are cumulative and in addition to, not exclusive of, those provided by law. No exercise or failure to exercise a right or remedy shall preclude or restrict further exercise.
17. 24.17 Costs. Unless otherwise provided, each party shall bear its own costs and expenses in connection with the negotiation, preparation, and execution of the Contract.

Terms & Conditions

Terms
& Conditions