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Terms of Service
Your Agreement With HubGem Marketing Ltd
Last reviewed: February 2025
1. Definitions
In this Agreement the following terms and phrases shall have the following meaning unless the context requires otherwise:
Agreement:
means these terms and conditions, the Quote and any documents attached to, or referred to in, each of them.
Client Materials:
Means all Intellectual Property owned or licensed by the Client or its personnel before the commencement of this Agreement (which is not connected to this Agreement) and/or developed by or on behalf of the Client independently of this Agreement, and any improvements, modification or enhancements of such Intellectual Property, but excludes the HubGem Materials and New Materials.
Data Protection Legislation:
Means the Data Protection Act 2018 which incorporates the UK GDPR.
Deliverables:
Means the specified Services as outlined in the Quote.
Fees:
The fees for the Services are as outlined in the Quote.
HubGem Materials:
Means all Intellectual Property which is owned by or licensed to HubGem and any improvements, modifications or enhancements of such Intellectual Property, but excludes the Client Materials and New Materials.
Intellectual Property or Intellectual Property Rights:
Means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and any improvements, enhancements or modifications of, the foregoing, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights.
Liability:
Means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to this Agreement or otherwise.
New Materials:
Means all Intellectual Property developed, adapted, modified or created by or on behalf of HubGem or the Client or any of each party’s respective personnel in connection with this Agreement or the supply of the Services, whether before or after the date of this Agreement, including (but not limited to) call recordings, training plans and resources, and any improvements, modifications or enhancements of such Intellectual Property, but excludes the Client Materials and HubGem Materials.
Onboarding Project Commencement Date:
The Onboarding Kick-Off date as agreed in your Quote.
Onboarding Term:
The term for the onboarding project is as set out in the Quote.
Payment Schedule:
The payment schedule is as outlined in the Quote.
Quote:
The quote (including any online quote) to which this Agreement is attached or incorporated by reference.
Services:
The agreed Services to be performed by HubGem Marketing Ltd as set out in the Quote. Such Services to be provided using reasonable skill and care.
Support Plan Commencement Date:
The Support Plan start date as agreed in your Quote.
Support Plan Term:
The term for the support plan is as set out in the Quote.
Termination Date:
The ‘End date’ on which HubGem Marketing Ltd’s engagement hereunder is terminated.
Termination Fee:
The termination fee that will be payable in the event of your early termination of this Agreement, as set out in the Quote.
2. Acceptance
You accept this Agreement by the earlier of:
(a) signing and returning the Quote or this Agreement to us;
(b) accepting the Quote online or sending us an email accepting the Quote;
(c) instructing us to proceed with the supply of the Services; or
(d) the date that you make part or full payment of the Price.
3. Engagement
3.1 In consideration of the Client’s payment of the Price, HubGem is engaged by the Client to carry out the Services.
3.2 The Client agrees that HubGem may vary the Services or the Fees at any time by providing 30 days’ written notice to the Client (Variation Notice Period). If the Client does not agree to any amendment made to the Services or the Fees, the Client may, before the end of the Variation Notice Period, terminate this Agreement by giving HubGem 30 days’ notice in writing, in which case, the proposed variation will not come into effect and clause 9 will apply.
4. Delivery of Services
HubGem agrees:
4.1 to undertake and provide the Services in accordance with the Quote ;
4.2 to use reasonable endeavours to meet the Deliverables and deadlines agreed with the Client. The Client acknowledges and agrees that any deadlines are an estimate only;
4.3 where reasonably practicable, to keep the Client informed of the progress of the Services; and
4.4 to use such suitably qualified and experienced personnel as deemed appropriate.
4.5 HubGem has the right to supply substitute personnel of equivalent knowledge and expertise, and acknowledges that the Client has the right to refuse the replacement if, in the reasonable view of the Client, the replacement is not sufficiently qualified to undertake the work. Such refusal must be based on legitimate concerns regarding the qualification of the substitute personnel, and must be raised with HubGem within 7 days of their notification of a substitute personnel. Where substitution occurs, the Client will remain responsible for its obligations under the agreement and will be responsible for the payment of the replacement, so that there will be no further payments outside of the agreed terms to pay for any handover period between the original consultant and the replacement.
5. Client involvement in Services
5.1 The Client agrees to give HubGem employees ‘Partner’ access to their HubSpot portal as required for the duration of Services. This access will be used to enable HubGem to deliver Services as outlined in the Quote. The Client will provide HubGem employees with access to other systems, data and platforms reasonably required to provide the Services.
5.2 The Client warrants, represents and agrees that it will not change any passwords or login details to its account or otherwise restrict HubGem’s access to any of its accounts or HubSpot without its prior written consent and provision of new login credentials.
For Clients using iSAMS who require us to extract existing data stored in iSAMS via the API as part of the Services outlined in this agreement, there is a requirement for the Client to provide the iSAMS REST API key with HubGem via a 'One Time Secret' link. This authorises HubGem to use the key in order to extract parent/contact and applicant/child records from iSAMS for the purpose of importing this data into HubSpot.
5.3 The Client shall adhere to the pre-agreed schedule for Services as outlined in the Quote and must notify HubGem promptly of any requests for changes to priorities or schedules in writing (email to support@hubgem.co.uk). HubGem will try to offer flexibility with any such requests in its sole discretion, but changes to pre-agreed schedules are not guaranteed. To the maximum extent permitted by law, HubGem is not liable for, and the Client waives and releases HubGem from, any Liability arising from or in connection with delays or disruption in the delivery or quality of the Service caused by the Client’s own delay, or failure to notify HubGem of any changes to schedules or priorities.
5.4 The Client shall be responsible for identifying and confirming in writing the relevant people that will be attending meetings or who should complete any tasks set as part of the Services.
5.5 The Service and Deliverables are outlined in the Quote, should any additional Services be required outside of the scope of this agreement then these will be quoted for, agreed and billed for separately. Where HubGem considers any instruction or direction from the Client to constitute a variation of the agreed Services or Deliverables, HubGem will not be required to comply with such variation unless agreed in accordance with this clause 5.5.
5.6 The Client agrees and accepts that punctuality and effective communication are essential and will respond to correspondence within 2 business days unless otherwise agreed.
5.7 HubGem will outline the communication channels that should be used by the client during the delivery of Services (including but not limited to: web forms, Trello, HubSpot, Zoom, Microsoft 365, email and Slack). All communication should be via the agreed channels unless otherwise agreed in writing by both parties.
5.8 Services provided by HubGem often require input from the Client which will be outlined verbally and in writing, and communicated clearly to the Client. The Client agrees to complete any follow-up work and assigned tasks promptly and within the agreed schedule.
5.9 Any complaints should first be raised by the Client to HubGem in writing (email is acceptable) within 21 days from the date of receipt of Service. HubGem will use commercially reasonable endeavours to offer a solution within 48 hours. After which it will be assumed by HubGem that the client is happy with all Services received.
5.10 The Client represents and warrants that all information and documentation it provides to HubGem in connection with this Agreement is true, correct and complete.
5.11 The Client understands and accepts that it is responsible for providing HubGem with all content and information necessary for the provision of the Services.
5.12 Where HubGem is to provide in-person consulting services, the Client (and its personnel) agrees to provide HubGem Marketing Ltd (and its personnel) with access to its premises (and its facilities, including Wi-Fi) as is reasonably necessary for HubGem to provide the Services, free from harm or risk to health or safety at the times and on the dates reasonably requested by HubGem or as otherwise agreed between the parties.
5.13 The Client acknowledges and accepts that its failure to meet its obligations under this Agreement may result in delays to the Services and project timeline. HubGem Marketing Ltd shall not be liable for any such delays caused by the Client’s failure to meet these obligations.
6. Invoices and Payment
Fees for the Services and the Payment Schedule will be as outlined and agreed in the Quote.
6.1 The Client shall ensure that this Agreement is signed, and any invoices are paid in accordance with the Payment Schedule.
6.2 All amounts payable by the Client under this Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT), unless otherwise stated. Where any taxable supply for VAT purposes is made under this Agreement, the Client agrees, on receipt of a valid VAT invoice from HubGem, to pay to HubGem such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.3 HubGem Marketing Ltd shall be entitled to be reimbursed by the Client for all out of pocket expenses wholly, exclusively and properly incurred in the performance of the Services subject to HubGem providing the Client with vouchers, receipts or other evidence of actual payment of such expenses and subject to the arrangement being specifically agreed in advance between the parties.
6.4 Interest on overdue invoices shall accrue from the date when payment becomes due, calculated on a daily basis and compounding monthly until the date of payment at the rate of 8% per annum above the Bank of England’s base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
6.5 The Client shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by HubGem.
7. Confidentiality
7.1 Subject to clause 7.2, each Party must (and must ensure that its personnel) keep confidential, and not use (except to perform its obligations under this Agreement) or permit any unauthorised use of, information provided by the other Party, including information about this Agreement and the other Party’s business and operations.
7.2 Clause 7.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing Party ensures the adviser complies with the terms of clause 7.1.
8. Termination of Agreement
8.1 This Agreement will terminate on fulfilment of the Services.
8.2 In addition, either party shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of:
8.2.1 The other party being in material or persistent breach of any of the terms of this Agreement; or
8.2.2 The other party dying or becoming by reason of incapacity incapable of managing their affairs; or
8.2.3 The other party having a bankruptcy order made against them or making any arrangement with his or her creditors or having an interim order made against him or her; or
8.2.4 The other party taking any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
8.2.5 A party’s financial position deteriorates to such an extent that in the other party's reasonable opinion that party’s capability to adequately fulfil its obligations under this Agreement have been placed in jeopardy, and that party shall have no claim against the terminating party in respect of the termination of his or her appointment for any of the reasons specified pursuant to the above clauses.
8.2.6 Where you wish to terminate this Agreement early and prior to the end of the Term, the Termination Fee set out in your Quote will apply (if applicable).
9. Consequences of Termination
9.1 Upon the expiration or termination of the engagement under this Agreement for whatsoever cause, HubGem shall forthwith deliver up to the Client or its authorised representative all its property, including all equipment, materials, tools, keys, swipe cards, computer hardware and/or software, books, documents, account records and any other papers which may be in their possession, custody or control and which are the property of the Client or which otherwise relate in any way to the Client or affairs of the Client.
9.2 The Client shall immediately pay to HubGem all outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, HubGem may submit an invoice, which shall be payable immediately on receipt;
9.3 The Client shall, within 7 working days, return all of HubGem’s equipment.
9.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
9.5 The termination of this Agreement shall not affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
10. Insurance
HubGem further warrants to the Client that it will:
10.1 Take out and maintain throughout the term of this Agreement, adequate professional indemnity insurance for the purposes of operating its business, and shall produce, at the request of the Client, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Client;
10.2 Take out and maintain throughout the term of this Agreement, adequate public liability insurance coverage for the purposes of operating its business, and shall produce, at the request of the Client, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Client.
11. Data Protection and Data Processing
11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.
The parties each agree to comply with the terms of our Data Processing Addendum, which can be found here.
12. Intellectual property
12.1 As between the parties:
12.1.1 HubGem owns all Intellectual Property Rights in the HubGem Materials;
12.1.2 the Client owns all Intellectual Property Rights in the Client Materials; and
12.1.3 nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in the HubGem Materials or Client Materials.
12.2 As between the parties, ownership of all Intellectual Property Rights in any New Materials shall vest, or remain vested, in HubGem upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in HubGem, the Client hereby assigns all such Intellectual Property Rights to HubGem and agrees to do all other things necessary to assure HubGem’s title in such rights.
12.3 HubGem grants to the Client a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, to use the HubGem Materials that it provides to the Client and the New Materials, solely for the Client’s use and enjoyment of the Services, as contemplated by this Agreement.
12.4 The Client grants HubGem a non-exclusive, irrecoverable, royalty-free, worldwide, non-sublicensable (other than to its associated bodies corporate, as that term is defined in the Companies Act 2006) and non-transferable right and licence to use the Client Materials that it provides to HubGem solely for the purposes of HubGem performing its obligations or exercising its rights under this Agreement.
12.5 The Client shall not share the HubGem Materials or New Materials provided as part of this Agreement with any third party.
12.6 HubGem Marketing Ltd may display a selection of the best visual imagery, website design, copy or social media content covered by this Agreement to promote HubGem in advertising, brochures, magazine articles, websites & social media. HubGem Marketing Ltd will only use images that they feel portray The Client in a positive manner.
It is the responsibility of The Client to notify and seek the permission of all parties included or represented in visual or written content.
12.7 This clause 12 shall survive termination or expiry of this Agreement.
13. Limitation of Liability
13.1 Nothing in this Agreement shall limit or exclude either party’s liability for:
13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
13.1.2 fraud or fraudulent misrepresentation;
13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
13.1.4 defective products under the Consumer Protection Act 1987; or
13.1.5 any matter in respect of which it would be unlawful for either party to exclude or restrict liability.
13.2 Subject to clause 13.1, but despite anything to the contrary, to the maximum extent permitted by law, HubGem shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
i. loss of profits;
ii. loss of sales or business;
iii. loss of agreements or contracts;
iv. loss of anticipated savings;
v. loss of use or corruption of software;
vi. loss of damage to goodwill; and
vii. any indirect, special or consequential loss.
13.3 Subject to clause 13.1, but despite anything to the contrary, to the maximum extent permitted by law:
13.3.1 a party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the negligent or unlawful acts or omissions of, or breach of this Agreement, by the other party; and
13.3.2 HubGem’s aggregate liability for any Liability arising from or in connection with this Agreement, will be limited to 100% of the Fees paid by the Client to HubGem in respect of the supply of the relevant Services to which the Liability relates.
13.4 HubGem Marketing Ltd is a HubSpot Solutions Partner working with HubSpot and other third-party providers. The Client acknowledges and accepts that HubGem is a separate entity to HubSpot and other third-party providers, and that HubGem’s assistance is limited to the Services as outlined in the relevant Quote. The Client is expected to agree to Terms and Conditions as required directly by HubSpot and other third-party providers. This agreement is not an amendment or addendum to any HubSpot Order Form, Terms of Service or any other agreement between the Client and HubSpot or other third-party providers. To the maximum extent permitted by law, HubGem will not be liable for, and the Client waives and releases HubGem from, any and all Liability arising from or in connection with the functionality, performance or services provided by HubSpot or other third-party providers or platforms.
13.5 This clause 13 shall survive termination of the Agreement.
14. No Employment or Partnership
14.1 HubGem is an independent contractor and nothing in this Agreement shall render or be deemed to render HubGem an employee, worker or agent of the Client and HubGem shall not hold itself out as such.
14.2 HubGem may choose to subcontract the performance of the Services to such suitably qualified and experienced personnel as it may from time to time deem appropriate, without the Client’s written consent. HubGem agrees that any subcontracting does not discharge it from any liability under this Agreement, and that HubGem is liable for the acts and omissions of its subcontractor.
14.3 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
15. Notices/Communications
15.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
15.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
15.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16. Entire Agreement
16.1 This agreement 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, relating to its subject matter.
16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
17. Force Majeure
17.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue, provided that the party seeking to rely on the benefit of this clause:
17.1.1 as soon as reasonably practical, notifies the other party in writing of the details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
17.1.2 uses reasonable endeavours to minimize the duration and adverse consequences of the Force Majeure Event.
17.2 This clause 17 will not apply to a party’s obligation to pay any amount that is due and payable to the other party under this Agreement.
17.3 For the purpose of this Agreement a ‘Force Majeure Event’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:
17.3.1 Strikes, lockouts or other industrial action;
17.3.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;
17.3.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;
17.3.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
17.3.5 Political interference with the normal operations.
18. Assignment and Other Dealings
18.1 Subject to clause 18.2, a party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other party (such consent is not to be unreasonably withheld).
18.2 The Client agrees that HubGem may assign or transfer any debt owed by the Client to HubGem, arising under or in connection with this Agreement, to a debt collector, debt collection agency or other third party.
19. Contracts (Rights of Third Parties) Act 1999
Notwithstanding any other provision of this Agreement, nothing in this Agreement confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.
20. Survival of Causes of Action
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
21. Severability
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
22. Waiver
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
23. Variation
Subject to clause 3.2, this Agreement may only be amended by written instrument executed by the parties.
24. Law and Jurisdiction
24.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
24.2 Each party irrevocably agrees 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 (including non- contractual disputes or claims).
24.3 A party may not commence court proceedings relating to any dispute arising from or in connection with this Agreement without first meeting a representative of the other party within 10 business days of notifying that other party of the dispute. If the parties cannot resolve the dispute at that meeting, either party may refer the dispute to mediation administered by the Centre for Effective Dispute Resolution.