TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions, unless the context otherwise requires:

"Agreement" means the contract between Centralise and the Client comprising the SOW, these Terms and Conditions, and any other documents incorporated by reference;

"Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales;

"Centralise" means Centralise Limited, a company registered in England and Wales;

"Client" means the organisation or entity identified in the SOW as the recipient of the Services;

"Client Data" means all data, content, materials, and information provided by the Client or collected on behalf of the Client during the provision of Services;

"Confidential Information" means all information disclosed by one party to the other, whether orally, in writing, or in electronic form, that is marked as confidential or would reasonably be considered confidential;

"Deliverables" means the outputs, documentation, configurations, and materials specified in the SOW to be provided by Centralise;

"Fees" means the charges for the Services as set out in the SOW;

"Framework" means the implementation methodology selected for the Client (Centralise, Optimise, or Scale) as specified in the SOW;

"HubSpot" means HubSpot Inc. and its customer relationship management platform;

"Intellectual Property Rights" means patents, trademarks, service marks, copyrights, database rights, design rights, trade secrets, know-how, and all other intellectual property rights;

"Services" means the HubSpot implementation and related services to be provided by Centralise as described in the SOW;

"SOW" means the Statement of Work document that incorporates these Terms and Conditions;

"Sprint" means a defined phase of work within the Framework as detailed in the SOW;

"Third Party Tools" means software, applications, or services provided by parties other than Centralise or HubSpot.

1.2 References to clauses are to clauses of these Terms and Conditions. Headings are for convenience only and do not affect interpretation.

2. SCOPE OF SERVICES

2.1 Centralise shall provide the Services to the Client in accordance with the SOW and these Terms and Conditions.

2.2 The Services shall be delivered following the Framework methodology specified in the SOW, consisting of five Sprints unless otherwise agreed in writing.

2.3 Centralise shall use reasonable skill and care in performing the Services and shall comply with all applicable laws and regulations.

2.4 The Client acknowledges that:

(a) Centralise is a HubSpot implementation partner and is not responsible for the HubSpot platform itself, which is provided by HubSpot Inc. under separate terms;

(b) The Services do not include HubSpot license fees, which must be procured separately by the Client;

(d) The scope of Services is limited to those specifically described in the SOW, and any additional work requires a change order under Clause 8.

3. CLIENT OBLIGATIONS

3.1 The Client shall:

(a) Provide Centralise with timely access to all information, data, systems, personnel, and facilities necessary for the performance of the Services;

(b) Ensure that Client personnel are available for workshops, meetings, training sessions, and approvals as scheduled in the SOW;

(d) Provide all Client Data in the formats specified in the SOW;

(e) Procure and maintain all necessary HubSpot licenses before the project start date;

(f) Review and approve deliverables within two Business Days of submission unless otherwise specified;

(g) Ensure that all Client Data provided is accurate, complete, and does not violate any third party rights;

(h) Comply with all reasonable instructions and recommendations provided by Centralise;

(i) Maintain appropriate backups of all Client Data prior to any migration activities.

3.2 If the Client fails to fulfil its obligations under this Clause 3, Centralise may:

(a) Suspend performance of the Services until the Client remedies the failure;

(b) Adjust project timelines accordingly without liability;

4. FEES AND PAYMENT

4.1 The Client shall pay the Fees in accordance with the payment schedule set out in the SOW.

4.2 All Fees are exclusive of Value Added Tax (VAT), which shall be added at the applicable rate.

4.3 Invoices shall be payable within 7 days of the invoice date unless otherwise specified in the SOW.

4.4 Payment shall be made by bank transfer to the account nominated by Centralise.

4.5 If payment is not received by the due date:

(a) Centralise may charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily;

(b) Centralise may suspend performance of the Services until payment is received in full;

4.6 All Fees are non-refundable except as expressly provided in these Terms and Conditions or as required by law.

4.7 The Client shall not be entitled to withhold payment of any undisputed amounts due to any dispute regarding other amounts or matters.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 All Intellectual Property Rights in materials specifically created for the Client as part of the Deliverables (including configurations, custom properties, workflows, reports, and documentation) shall vest in the Client upon receipt of final payment.

5.2 Centralise retains all Intellectual Property Rights in:

(a) The Framework methodology and implementation processes;

(b) Templates, tools, and pre-existing materials used in delivering the Services;

(d) Generalised knowledge and experience gained through performing the Services.

5.3 The Client grants Centralise a non-exclusive, royalty-free license to use Client Data solely for the purpose of performing the Services.

5.4 Each party warrants that it has the right to use, disclose, and license any materials, information, or Intellectual Property Rights provided to the other party under this Agreement.

5.5 The Client shall indemnify Centralise against any claims arising from the Client's use of Client Data or any infringement of third party rights by materials provided by the Client.

6. CONFIDENTIALITY

6.1 Each party undertakes to keep confidential all Confidential Information of the other party and not to disclose it to any third party except:

(a) To employees, officers, agents, and subcontractors who need to know such information for the purposes of this Agreement and who are bound by equivalent confidentiality obligations;

(b) As required by law or regulatory authority;

6.2 Each party shall use the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

6.3 The obligations in this Clause 6 shall survive termination of this Agreement for a period of five years.

6.4 Upon termination or at the disclosing party's request, the receiving party shall return or destroy all Confidential Information and certify such destruction in writing.

7. DATA PROTECTION

7.1 Each party shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

7.2 Where Centralise processes personal data on behalf of the Client, the parties shall enter into a separate data processing agreement in accordance with applicable data protection laws.

7.3 The Client warrants that:

(a) It has all necessary rights and consents to provide Client Data to Centralise for processing under this Agreement;

(b) The processing of Client Data by Centralise as contemplated in the SOW will not violate any data protection laws or third party rights.

7.4 Centralise shall implement appropriate technical and organisational measures to protect Client Data against unauthorised or unlawful processing and accidental loss, destruction, or damage.

7.5 Upon termination, Centralise shall securely delete or return all Client Data in its possession within 30 days, unless retention is required by law.

8. CHANGE CONTROL

8.1 Either party may request changes to the scope of Services by submitting a written change request.

8.2 Upon receipt of a change request, Centralise shall:

(a) Assess the impact on scope, timeline, and Fees within two Business Days;

(b) Provide the Client with a written change order detailing the proposed changes, additional Fees, and revised timeline.

8.3 No change shall be implemented unless both parties have signed a written change order.

8.4 If the Client requests changes that materially increase the scope of Services, Centralise may adjust the project timeline and Fees accordingly.

8.5 Minor variations that do not materially affect scope, timeline, or Fees may be agreed informally but shall be documented in writing.

9. PROJECT TIMELINE AND DELAYS

9.1 The project timeline is set out in the SOW and is based on the assumptions stated therein.

9.2 Timelines are estimates and may be adjusted if:

(a) The Client fails to meet its obligations under Clause 3;

(b) Changes are requested under Clause 8;

(d) Previously undisclosed complexity or data issues are discovered during the project.

9.3 If timeline adjustments are necessary, Centralise shall notify the Client promptly and agree a revised timeline in writing.

9.4 Centralise shall not be liable for any delays caused by factors outside its reasonable control.

10. ACCEPTANCE AND QUALITY ASSURANCE

10.1 Each Deliverable shall be subject to acceptance testing by the Client in accordance with the success criteria specified in the SOW.

10.2 The Client shall have 5 Business Days from receipt of each Deliverable to test and accept or reject it.

10.3 If the Client rejects a Deliverable, it must provide detailed written reasons explaining how the Deliverable fails to meet the agreed success criteria.

10.4 Centralise shall use reasonable efforts to remedy any legitimate deficiencies identified within 5 Business Days and resubmit the Deliverable for acceptance.

10.5 If the Client fails to accept or reject a Deliverable within the 5 Business Day period, the Deliverable shall be deemed accepted.

10.6 The final Sprint shall include comprehensive quality assurance testing as detailed in the SOW, and final acceptance shall be required before project completion.

11. WARRANTIES AND DISCLAIMERS

11.1 Centralise warrants that:

(a) The Services will be performed with reasonable skill and care;

(b) It has the necessary expertise, resources, and authority to provide the Services;

11.2 The Client warrants that:

(a) It has the authority to enter into this Agreement;

(b) All Client Data provided is accurate, complete, and does not infringe third party rights;

11.3 EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL WARRANTIES, CONDITIONS, AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

11.4 Centralise does not warrant that:

(a) The Services will meet all of the Client's requirements or expectations;

(b) The Services will be uninterrupted or error-free;

(d) Specific business outcomes or return on investment will be achieved.

11.5 The Client acknowledges that Centralise is not responsible for the performance, availability, or functionality of the HubSpot platform or Third Party Tools.

12. LIMITATION OF LIABILITY

12.1 Nothing in this Agreement shall limit or exclude either party's liability for:

(a) Death or personal injury caused by negligence;

(b) Fraud or fraudulent misrepresentation;

12.2 Subject to Clause 12.1, Centralise's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid or payable under the SOW.

12.3 Subject to Clause 12.1, Centralise shall not be liable for:

(a) Loss of profits, revenue, business, contracts, or anticipated savings;

(b) Loss of or damage to data;

(d) Any indirect or consequential losses;

(e) Any losses arising from the performance or non-performance of the HubSpot platform or Third Party Tools;

(f) Any losses arising from the Client's breach of its obligations under this Agreement.

12.4 The limitations in this Clause 12 shall apply whether or not Centralise has been advised of the possibility of such losses.

12.5 Each party shall take reasonable steps to mitigate any losses for which it seeks to hold the other party liable.

13. SUPPORT AND MAINTENANCE

13.1 Centralise shall provide 30 days of post-launch support as specified in the SOW, commencing from the project acceptance date.

13.2 Post-launch support includes:

(a) Resolution of defects in Deliverables that fail to meet the agreed success criteria;

(b) Reasonable assistance with questions regarding implemented configurations;

13.3 Post-launch support does not include:

(a) Training or re-training of Client personnel;

(b) New features or enhancements beyond the original scope;

(d) Problems with the HubSpot platform or Third Party Tools;

(e) Data quality issues resulting from Client actions.

13.4 Ongoing support and maintenance beyond the 30-day period may be available under a separate support agreement as detailed in the SOW.

13.5 All support requests must be submitted through the designated channels specified by Centralise.

14. TERMINATION

14.1 Either party may terminate this Agreement immediately by written notice if:

(a) The other party commits a material breach of this Agreement and fails to remedy such breach within 14 days of written notice;

(b) The other party becomes insolvent, enters administration or receivership, or has a winding-up petition filed against it.

14.2 The Client may terminate this Agreement for convenience by giving 30 days' written notice, provided that:

(a) The Client pays all Fees for Services performed up to the termination date;

(b) The Client pays any committed costs incurred by Centralise that cannot be reasonably avoided;

14.3 Upon termination for any reason:

(a) Centralise shall cease providing Services;

(b) The Client shall pay all outstanding Fees and expenses;

(d) Each party shall return or destroy the other party's Confidential Information.

14.4 Termination shall not affect any rights or liabilities that have accrued prior to termination.

14.5 Clauses 5, 6, 11, 12, and 17 shall survive termination.

15. FORCE MAJEURE

15.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, pandemic, government restrictions, war, terrorism, strikes, or failures of telecommunications or internet services.

15.2 If a Force Majeure event continues for more than 30 days, either party may terminate this Agreement by giving written notice to the other party.

15.3 If terminated under this Clause 15, the Client shall pay for all Services performed up to the date of termination.

16. GENERAL PROVISIONS

16.1 Assignment: Neither party may assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party, except that Centralise may subcontract portions of the Services to qualified subcontractors while remaining responsible for their performance.

16.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and representations relating to its subject matter.

16.3 Variation: No variation of this Agreement shall be effective unless made in writing and signed by both parties.

16.4 Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

16.5 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.6 Third Party Rights: No person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.

16.7 Notices: All notices under this Agreement must be in writing and delivered by email to the addresses specified in the SOW, or by hand or recorded delivery to the registered office of the receiving party. Notices shall be deemed received on the Business Day of delivery.

16.8 Relationship: Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

16.9 Counterparts: This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one agreement.

17. GOVERNING LAW AND JURISDICTION

17.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

17.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

17.3 Before commencing any legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiations for a period of 30 days.

Centralise Standard Terms and Conditions