Terms and Conditions of Business

COMMERCIAL · HF-CM-01

Terms and Conditions of Business
The standard terms on which Hubflow Consulting supplies consultancy and
implementation services.

  Document                Charlotte Mortimer, Director               Classification    Client-facing
  owner

  Version                 1.8                                        Effective from    6 September 2026

  Approved by             Charlotte Mortimer, Director               Next review       6 September 2027

  Applies to              All engagements between Hubflow Consulting and its clients

1. Definitions
"Hubflow", "we", "us" means Hubflow Consulting, the trading name of Hubflow Consultants Ltd, company
number 15752967, registered at 9 Orwell Close, Malmesbury, Wiltshire, SN16 9UB. "Client", "you" means the
party engaging us as named in the Statement of Work. "Statement of Work" or "SOW" means the proposal,
quotation or scope document describing the services, deliverables, fees and assumptions. "Services"
means the work described in the SOW. "Deliverables" means the outputs specified in the SOW. "Client
Materials" means data, content, credentials, access and information supplied by you. "Contract" means the
SOW together with these terms. "Working Day" means Monday to Thursday, excluding English public
holidays. "Onsite Radius" means locations within approximately 2.5 hours' travel of Malmesbury, Wiltshire.

2. The contract
2.1 A contract is formed when you accept a Statement of Work in writing, including by email, or when you
instruct us to begin work, whichever is earlier.

2.2 These terms apply to the exclusion of any terms you seek to impose, including terms on a purchase
order, unless we agree otherwise in writing. Where you require your own supplier terms, any conflict is
resolved in favour of the specifically negotiated document.

2.3 Where the SOW and these terms conflict, the SOW prevails on scope, fees and timescales; these terms
prevail on all other matters.

2.4 A quotation remains open for acceptance for 30 days unless it states otherwise.

3. Our services
3.1 We will perform the Services with reasonable skill and care, in accordance with good industry practice,
and by suitably qualified personnel.

3.2 Availability. Our standard working days are Monday to Thursday. References in the Contract to working
days are to those days. We are not obliged to work Fridays, weekends or English public holidays, and any
commitment to do so must be stated expressly in the Statement of Work.

3.3 Onsite attendance. We attend client premises for any type of work, including workshops, at locations
within the Onsite Radius, subject to availability and reasonable notice. Travel time, mileage, parking and any
accommodation are chargeable to the client in addition to fees, and are agreed in advance under clause
5.6. Attendance beyond the Onsite Radius is by agreement.

3.4 Timescales are estimates given in good faith and depend on your timely provision of access, data,
decisions and approvals. Time is not of the essence unless expressly agreed in writing in the SOW.

3.5 We may use subcontractors. We remain responsible for their work. Where a subcontractor will access
your systems or data, we will tell you in advance.

3.6 We are an independent contractor. Nothing in this Contract creates employment, partnership, agency
or joint venture between us.

3.7 Independence. We are not a HubSpot Solutions Partner, reseller, affiliate or agent, and we receive no
commission, rebate or referral benefit from HubSpot. We do not resell HubSpot licences. Your relationship
with HubSpot, including your subscription, licensing tier and their terms of service, is a matter between you
and HubSpot. HubSpot is a trademark of HubSpot, Inc. and is used here only to describe the platform in
which we work.

3.8 Where we hold, or come to hold, a commercial or partner relationship with any third-party tool provider,
we will disclose it to you before recommending that tool.

4. Your responsibilities
4.1 You will provide, promptly and at no charge: an authorised point of contact empowered to make
decisions; timely access to the relevant systems at the permission level we specify; accurate and complete
Client Materials; and responses to questions and approvals within the timescales set in the SOW.

4.2 You are responsible for the accuracy, legality and quality of Client Materials, and for having the right to
supply them to us.

4.3 You confirm that you hold a valid lawful basis for the personal data in your systems and that our
processing of it on your instructions is lawful.

4.4 You will maintain the subscriptions, licences and third-party services necessary for the Services. Where
a required feature is unavailable on your current tier we will tell you; the decision to upgrade is yours.

4.5 You will maintain your own backups. Whilst we take exports before destructive operations as described
in HF-IS-04, primary responsibility for backing up your systems and data remains yours.

4.6 If you fail to meet these responsibilities and that delays or increases the cost of the Services, we may
adjust timescales and charge for the additional time reasonably incurred, having told you first.

4.7 You are responsible for reviewing and testing Deliverables before approving them for live use, including
migrated data, workflows, forms, emails, reports and automation logic. Where we identify a material risk we
will raise it. Once you approve go-live, use a Deliverable live, or make or permit changes to it after handover,
you are responsible for the effects of those subsequent changes except to the extent caused by our failure
to meet the SOW.

5. Fees, invoicing and payment
5.1 Fees are as set out in the SOW. Unless stated otherwise, fees are fixed for the scope described and
exclude VAT, which is charged at the prevailing rate. We are VAT registered.

5.2 Unless the SOW states otherwise, project fees are invoiced 50% on acceptance of the Statement of Work
and 50% on completion. Retainers are invoiced monthly in advance. Ad hoc and time-based work is
invoiced monthly in arrears.

5.3 Invoices are payable within 14 days of the invoice date, by bank transfer to the account shown on the
invoice.

5.4 We will never notify a change of bank details by email alone. If you receive such a request, telephone us
on the number in your engagement record to verify it before making any payment.

5.5 Late payment: we may charge interest and compensation under the Late Payment of Commercial
Debts (Interest) Act 1998, and may suspend the Services after giving 7 days' written notice. Suspension does
not relieve you of the

obligation to pay.

5.6 Expenses are charged at cost and only where agreed in advance. These include travel to client
premises, mileage at the prevailing HMRC approved rate, parking, rail or air fares, accommodation where
an early start or overnight stay is necessary, and third-party software purchased at your request. Travel
time to and from onsite work is chargeable where the Statement of Work says so.

5.7 Retainers are payable monthly in advance. Unused retainer hours may be carried forward for one
calendar month and are not refundable thereafter unless the SOW states otherwise. Retainer engagements
are additionally governed by the Retainer Schedule of Services (HF-CM-06), which forms part of the
Contract where a retainer is in place.

6. Scope and change control
6.1 The deliverables are those listed in the Statement of Work, and nothing else. Anything described in a
proposal, pitch, email, call or meeting that is not carried into the Statement of Work is not a deliverable and
is not included in the fee. Where a proposal and the Statement of Work differ, the Statement of Work
governs.

6.2 Anything not expressly included is excluded. The absence of an exclusion does not imply inclusion.

6.3 Change requests. Any request that adds to, alters or replaces the agreed scope, deliverables,
assumptions or timeline is a change request. Change requests are charged at our prevailing ad hoc hourly
rate, or at the retainer rate where a retainer is in place, unless we agree a fixed price for the change in
writing.

6.4 No change is binding until agreed in writing, including by email, describing the change, its effect on fees
and its effect on timescales. Verbal agreement, agreement in a meeting, or an instruction from someone
other than your authorised contact is not sufficient.

6.5 We will tell you promptly and in writing when a request falls outside scope, before doing the work, rather
than absorbing it silently and raising it later. Equally, we will not carry out chargeable additional work
without your prior written approval.

6.6 Repeated small requests. Individually minor requests that cumulatively amount to a material addition
will be treated as a change request once the cumulative effect becomes material, and we will say so at
that point rather than retrospectively.

6.7 Rework arising from a change in your requirements, a decision reversed after approval, or information
provided late or incorrectly, is chargeable. Rework arising from our failure to meet the Statement of Work is
not.

7. Acceptance
7.1 You have 10 working days from delivery to review a Deliverable and notify us in writing of any material
failure to meet the SOW.

7.2 We will correct any notified material failure at no charge. Where the notified issue is in fact a change of
requirement, clause 6 applies.

7.3 A Deliverable is deemed accepted if no notice is given within 10 working days, or on first use of the
Deliverable in your live environment, whichever is earlier.

7.4 A notice of failure must identify the specific requirement in the Statement of Work that has not been
met. A preference, a changed requirement, or a matter of taste is not a failure and is handled under clause
6.

7.5 Acceptance testing is limited to two rounds of correction for any one Deliverable. Further rounds are
chargeable as a change request.

8. Intellectual property
8.1 You retain all rights in Client Materials.

8.2 We retain all rights in our pre-existing methodologies, templates, tools, frameworks, audit engines,
checklists and know-how, including any developed before or independently of the engagement.

8.3 Until payment in full is received, no licence in any Deliverable is granted and you may not use it. On
payment in full, we grant you a perpetual, worldwide, non-exclusive licence to use the Deliverables for your
internal business

purposes. Where the SOW states that ownership of a bespoke Deliverable transfers to you, it transfers on
payment in full.

8.4 Nothing prevents us from using the general skills, knowledge and experience gained during the
engagement on other work.

8.5 Configuration built within your own platform belongs to you as part of your instance. Our
documentation of that configuration is licensed to you under clause 8.3.

9. Confidentiality
9.1 Each party will keep the other's confidential information confidential, use it only for the purposes of the
Contract, and protect it with at least the care it applies to its own confidential information.

9.2 The obligation does not apply to information that is or becomes public without breach, was already
lawfully held, is independently developed, or must be disclosed by law, in which case the disclosing party
will give notice where lawful to do so.

9.3 This obligation continues for 5 years after the Contract ends. Personal data and trade secrets remain
protected without time limit.

10. Data protection
10.1 Where we process personal data on your behalf we act as processor and you act as controller. The
Data Processing Agreement at HF-CM-02 forms part of this Contract and takes precedence on data
protection matters.

10.2 Each party will comply with applicable data protection law.

11. Publicity and references
11.1 We may name you as a client and describe the general nature of the work in our marketing, unless you
tell us in writing that you would prefer we did not. We will not disclose commercial terms, data, findings or
any confidential detail without your prior written approval of the specific wording.

11.2 We will always seek your approval before publishing a case study, testimonial or logo.

12. Warranties and disclaimers
12.1 We warrant that the Services will be performed with reasonable skill and care. We do not warrant that
the Deliverables will be error-free or that any particular commercial outcome, revenue figure, conversion
rate or efficiency saving will be achieved.

12.2 We are not responsible for the availability, performance, pricing, functionality, roadmap or defects of
any third-party platform, including HubSpot and any integrated system, nor for changes those providers
make.

12.3 We are not a firm of solicitors, accountants or regulated advisers. Anything we say about data
protection, tax, employment or regulatory matters is practical guidance from a CRM perspective and is not
legal or financial advice. You should take your own professional advice.

12.4 All warranties, conditions and terms implied by statute or common law are excluded to the fullest
extent permitted by law.

13. Liability
13.1 Nothing in this Contract limits liability for death or personal injury caused by negligence, fraud or
fraudulent misrepresentation, or any liability that cannot lawfully be limited.

13.2 Subject to 13.1, neither party is liable for loss of profit, revenue, business, anticipated savings, goodwill, or
for any indirect or consequential loss.

13.3 Subject to clause 13.1, our total aggregate liability arising out of or in connection with the Contract,
whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, is limited to the
total fees paid or payable by you under the Contract in the 12 months preceding the event giving rise to the
claim. If the Contract has

been in force for less than 12 months, the cap is the total fees paid or payable under the Contract.

13.4 The cap in clause 13.3 does not increase merely because we maintain insurance at a higher level. Our
insurance limits are not an agreement to accept liability up to those limits.

13.5 We maintain professional indemnity insurance with a limit of £1,000,000 any one claim, and cyber and
data liability insurance with a limit of £500,000. Certificates are available on request. Cover is written on a
claims-made basis and is subject to the terms of the policies in force at the time.

13.6 You must notify us in writing of any claim, or of any circumstance likely to give rise to a claim, promptly
and in any event within 12 months of becoming aware of it. Late notification may prejudice our ability to
respond and we are not liable for any increase in loss caused by delayed notification.

13.7 You will indemnify us against third-party claims, losses, damages, costs and reasonable professional
expenses arising from: (a) Client Materials that infringe a third party's rights or that you were not entitled to
provide to us; (b) an unlawful or unauthorised instruction given by you; or (c) your use of a Deliverable
outside the purpose or scope stated in the SOW. This indemnity does not apply to the extent the claim was
caused by our breach of the Contract, negligence, fraud or wilful misconduct.

13.8 We will not admit liability, agree a remedy or settle any claim without first consulting our insurers where
required by our policies. This does not delay correcting an error at our own cost where no claim has been
made.

14. Term and termination
14.1 The Contract runs until the Services are completed, or as stated in the SOW.

14.2 For project, ad hoc and other non-retainer engagements, either party may terminate for convenience
on 30 days' written notice unless the SOW states otherwise. A retainer is subject to the committed term and
early-termination provisions in HF-CM-06. During that committed term, the client has no separate right to
terminate for convenience under this clause. After the committed term, the notice provisions in HF-CM-06
apply.

14.3 Either party may terminate immediately on written notice if the other commits a material breach not
remedied within 14 days of notice, or becomes insolvent.

14.4 On termination you will pay for all Services performed and expenses incurred up to the termination
date, including work in progress on a fair and proportionate basis. We will deliver work completed to that
point and provide reasonable handover assistance.

14.5 Clauses 8, 9, 10, 12, 13, 15 and 16 survive termination.

15. Non-solicitation
15.1 During the engagement and for 6 months afterwards, neither party will solicit or employ the other's
personnel or subcontractors who were materially involved in the Services, without the other's written
consent. This does not restrict responses to a public recruitment advertisement.

16. General
16.1 Force majeure. Neither party is liable for failure caused by events beyond its reasonable control,
provided it notifies the other promptly and takes reasonable steps to mitigate.

16.2 Assignment. Neither party may assign the Contract without the other's written consent, not to be
unreasonably withheld.

16.3 Third parties. No person other than the parties has rights under the Contracts (Rights of Third Parties)
Act 1999.

16.4 Entire agreement. The Contract is the entire agreement between the parties and supersedes prior
discussions. Neither party relies on any statement not set out in it, save for fraudulent misrepresentation.

16.5 Notices. Notices must be in writing to the addresses in the SOW. Email is valid notice except for notices
of termination or breach, which must also be sent by post.

16.6 Severance. If any provision is held unenforceable, the remainder continues in force.

16.7 Waiver. A failure to enforce a right is not a waiver of it.

16.8 Anti-bribery. Each party will comply with the Bribery Act 2010. Our policy is at HF-CR-01.

16.9 Disputes. The parties will first attempt to resolve any dispute through good-faith discussion between
senior representatives, and will consider mediation before commencing proceedings. Our complaints
procedure is at

   HF-CM-04.

16.10 Jurisdiction restriction. We do not accept engagements governed by, or subject to the jurisdiction of,
the courts of the United States of America or Canada, and we do not accept a client's own terms that
would impose either. This reflects the limits of our professional indemnity cover and is not negotiable.

16.11 Governing law. The Contract is governed by the law of England and Wales, and the parties submit to
the exclusive jurisdiction of the courts of England and Wales.

Acceptance
Accepted for and on behalf of the Client. Acceptance may also be given by email confirmation of the
Statement of Work.

Signature Name and position Date

www.hubflowconsulting.com
General enquiries: charlotte@hubflowconsulting.com · Existing client support: support@hubflowconsulting.com · Data protection: charlotte@hubflowconsulting.com