Terms of Service
Last Updated: 6 March 2026
Please read these Terms of Service ("Terms") carefully before using the website at www.centralise.com or engaging any services provided by Centralise ("we", "us", "our"). By accessing our website or entering into a contract with us, you agree to be bound by these Terms. If you do not agree, please do not use our website or services.
Centralise is a trading name of Centralise Ltd, a company registered in England and Wales. Our registered address is 2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE, United Kingdom.
1. Definitions
In these Terms, the following definitions apply:
- "Client" or "you" means the individual or organisation accessing our website or engaging our services.
- "Services" means the HubSpot implementation, integration, migration, audit, training, and support services provided by Centralise, as further described on our website or in a Statement of Work ("SOW") or Order Form.
- "Website" means www.centralise.com and any associated subdomains.
- "Agreement" means these Terms together with any SOW, Order Form, or Master Services Agreement ("MSA") executed between the parties.
- "Confidential Information" means any non-public information disclosed by one party to the other in connection with the Agreement.
2. Eligibility and Account Terms
2.1 Our Website and Services are intended for business use. By agreeing to these Terms, you confirm that you are acting in the course of a business and have authority to bind any organisation on whose behalf you are acting.
2.2 You must be at least 18 years of age to use our Website or engage our Services.
2.3 You are responsible for ensuring that all information you provide to us is accurate, complete, and kept up to date.
3. Services
3.1 Centralise provides professional services relating to the HubSpot platform, including but not limited to: implementation, integration, data migration, platform audits, training, and ongoing support. The specific scope, deliverables, and fees for each engagement will be set out in an SOW or Order Form.
3.2 We will perform our Services with reasonable skill and care, in accordance with the terms agreed between the parties.
3.3 Centralise is an independent HubSpot Solutions Partner. We are not an agent of HubSpot, Inc., and our Services are not endorsed or warranted by HubSpot, Inc.
3.4 Any timelines, milestones, or delivery dates are estimates unless expressly stated as firm commitments in writing. We will make reasonable efforts to meet agreed timelines but shall not be liable for delays caused by factors outside our reasonable control, including your failure to provide timely instructions, access, or approvals.
3.5 You acknowledge that successful delivery of our Services may depend on your timely cooperation, including providing access to relevant systems, personnel, and information. We shall not be responsible for delays or failures arising from your failure to cooperate.
4. Fees and Payment
4.1 Fees for our Services will be set out in the applicable SOW or Order Form. All fees are quoted exclusive of VAT unless otherwise stated.
4.2 Invoices are due for payment within 30 days of the invoice date, unless otherwise agreed in writing.
4.3 We reserve the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, as permitted under the Late Payment of Commercial Debts (Interest) Act 1998.
4.4 We reserve the right to suspend or terminate Services where invoices remain unpaid beyond their due date, following written notice.
4.5 All fees paid are non-refundable except where expressly agreed in writing or required by applicable law.
5. Intellectual Property Rights
5.1 All intellectual property rights in our Website, including but not limited to text, graphics, logos, and software, are owned by or licensed to Centralise. You may not copy, reproduce, or distribute any content from our Website without our prior written consent.
5.2 Upon full payment of all applicable fees, Centralise grants you a non-exclusive, non-transferable licence to use any deliverables created specifically for you under an SOW. All underlying tools, methodologies, templates, and pre-existing materials remain the property of Centralise.
5.3 You grant Centralise a licence to use your systems, data, and materials to the extent necessary to perform the Services. You warrant that you have the right to grant such a licence.
6. Acceptable Use
6.1 You agree to use our Website and Services only for lawful purposes and in a manner that does not infringe the rights of any third party or restrict or inhibit the use and enjoyment of the Website by any other person.
6.2 You must not:
- Transmit any material that is unlawful, harmful, threatening, defamatory, obscene, or otherwise objectionable.
- Introduce viruses, malware, or other malicious code to our Website or systems.
- Attempt to gain unauthorised access to our systems or those of any third party.
- Use our Website or Services to send unsolicited communications (spam).
- Use our Services in breach of any applicable law or regulation, including data protection laws.
7. Confidentiality
7.1 Each party agrees to keep confidential all Confidential Information of the other party and not to disclose it to any third party without prior written consent, except as required by law or as necessary to perform obligations under the Agreement.
7.2 This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; or (c) is independently developed by the receiving party without use of the Confidential Information.
7.3 The obligations of confidentiality shall survive termination of the Agreement for a period of three (3) years.
8. Data Protection
8.1 Each party shall comply with its obligations under applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
8.2 Where Centralise processes personal data on your behalf in the course of providing the Services, the parties shall enter into a Data Processing Agreement (DPA) governing such processing. Our Privacy Policy, available at www.centralise.com/privacy-policy, sets out how we process personal data relating to visitors to our Website.
8.3 You are responsible for ensuring that any personal data you provide to us is lawfully collected and that you have the right to share it with us for the purposes described in these Terms.
9. Warranties and Disclaimers
9.1 Centralise warrants that it will perform the Services with reasonable skill and care.
9.2 Except as expressly set out in these Terms or any applicable SOW, the Services are provided "as is" and Centralise makes no other warranties, express or implied, including as to fitness for a particular purpose or non-infringement.
9.3 We do not warrant that our Website will be available without interruption or error, or that any errors will be corrected. We reserve the right to withdraw, suspend, or modify the Website at any time without notice.
9.4 Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
10. Limitation of Liability
10.1 Subject to clause 9.4, our total aggregate liability to you arising under or in connection with these Terms or any Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid or payable by you to us in the twelve (12) months preceding the event giving rise to the claim.
10.2 To the fullest extent permitted by law, Centralise shall not be liable for:
- Loss of profits, revenue, or business.
- Loss of anticipated savings.
- Loss of data or information.
- Loss of goodwill or reputation.
- Any indirect, consequential, or special loss or damage.
10.3 These limitations apply whether or not such loss was foreseeable or we had been advised of its possibility.
11. Termination
11.1 Either party may terminate the Agreement on written notice if the other party materially breaches the Agreement and fails to remedy such breach within 30 days of written notice requiring it to do so.
11.2 Either party may terminate the Agreement immediately on written notice if the other party becomes insolvent, enters administration, liquidation, or has a receiver appointed.
11.3 Centralise may terminate or suspend access to the Website or Services immediately where you are in breach of the Acceptable Use provisions in clause 6.
11.4 On termination, you must pay all outstanding fees for Services performed up to the date of termination. Clauses that by their nature should survive termination (including clauses 5, 7, 8, 10, and 13) shall continue in full force.
12. Third-Party Services and Links
12.1 Our Services may involve the use of third-party platforms and tools, including HubSpot, Google Workspace, Slack, Notion, and others. Your use of such platforms is subject to the respective third party's terms and conditions, and Centralise accepts no responsibility for their availability, functionality, or compliance.
12.2 Our Website may contain links to third-party websites. We are not responsible for the content or privacy practices of those websites and recommend that you review their respective terms and policies.
13. Governing Law and Jurisdiction
13.1 These Terms and any Agreement between us shall be governed by and construed in accordance with the laws of England and Wales.
13.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms or any Agreement (including non-contractual disputes or claims).
14. General
14.1 Entire Agreement. These Terms, together with any applicable SOW, MSA, or Order Form, constitute the entire agreement between the parties and supersede all prior representations, warranties, and agreements relating to their subject matter.
14.2 Variation. We reserve the right to update these Terms at any time. We will notify you of material changes by updating the "Last Updated" date at the top of this document and, where appropriate, by email. Continued use of our Website or Services after changes are posted constitutes acceptance of the updated Terms.
14.3 Waiver. A failure or delay by either party to exercise any right or remedy under these Terms shall not constitute a waiver of that right or remedy.
14.4 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.5 Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Centralise may assign its rights and obligations without your consent in connection with a merger, acquisition, or sale of assets.
14.6 Third Party Rights. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any of these Terms.
14.7 Force Majeure. Neither party shall be in breach of these Terms nor liable for any failure to perform obligations where such failure results from circumstances beyond that party's reasonable control.
15. Contact Us
If you have any questions about these Terms or wish to raise a concern, please contact us at:
Centralise
2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE, United Kingdom
Email: info@centralise.com