BPAV Technology Group Ltd

 

HubSpot Services – Terms & Conditions (B2B, England & Wales)

 

This document forms part of the agreement between BPAV Technology Group Ltd (“BPAV”, “we”, “us”, “our”) and the Client (“you”, “your”).

It must be read together with the associated Quote, Scope of Work (SOW), or Project Agreement.

 

By accepting a BPAV quote (including via HubSpot e-signature or digital acceptance), you agree to these Terms.

 

Order of precedence: If any conflict exists, the Project Agreement/SOW takes priority, followed by the Quote, then these Terms.

 

1. Term of Agreement

This Agreement begins on the date you accept the Quote and remains effective until project completion, unless ended under Clause 28 (Termination).

For ongoing or retainer-based services, renewal and review terms are set out in the relevant schedule.

 

2. Scope of Services

BPAV will provide HubSpot-related services as defined in your Quote or SOW. These may include:

• HubSpot CRM setup and configuration
• Marketing Hub, Sales Hub, and Service Hub implementation
• Custom workflows and automation
• Custom properties and object configuration
• Dashboard and reporting design
• Website or landing-page creation in HubSpot CMS
• Third-party platform integrations
• Data migration and cleansing
• Technical support, training, and enablement

All services are delivered using recognised best practices and tailored to your business objectives.

 

3. Client Responsibilities

You agree to:

1. Provide timely access to relevant personnel, systems, and materials.
2. Supply accurate data, content, and assets in suitable formats.
3. Review deliverables and provide feedback promptly.
4. Appoint a primary contact with authority to make approvals and decisions.

BPAV is not responsible for delays, rework, or cost increases caused by missing or late information.

 

4. Access & Authorisation

You must provide BPAV with all necessary system access, credentials, and permissions to perform our services.

We will use these only to fulfil this Agreement and will keep them secure and confidential.

You remain solely responsible for managing HubSpot account access, permissions, and user roles, and for preventing unauthorised access.

 

5. Third-Party Services & Licences

You are responsible for maintaining all required HubSpot licences, subscriptions, and third-party tools.

BPAV is not responsible for errors, outages, or pricing changes caused by third-party platforms.

 

5A – HubSpot Licensing & Relationship

 

BPAV is an independent consultant and not an agent, reseller, or representative of HubSpot Inc. or its affiliates.

You remain responsible for all HubSpot licence subscriptions, renewals, and compliance with HubSpot’s terms.

BPAV cannot alter HubSpot’s service levels, pricing, or terms of service.

 

5B – API & Integration Dependencies

 

HubSpot and its connected apps depend on APIs and third-party integrations. BPAV is not responsible for interruptions, data loss, or limitations caused by changes to HubSpot or third-party APIs, authentication methods, or rate limits.

 

5C – Platform Availability

BPAV is not liable for HubSpot platform downtime, server outages, or maintenance windows. Any service interruptions are governed by HubSpot’s own terms of service.

 

5D – Use of AI and Automation Tools

BPAV may, where appropriate, use AI-assisted tools within HubSpot or other approved platforms to enhance project efficiency.

BPAV does not guarantee the accuracy, completeness, or originality of AI-generated content, and the Client is responsible for reviewing all outputs before publication or use.

 

6. Timelines & Delivery

Project timelines will be agreed in writing. BPAV will make all reasonable efforts to meet deadlines, but delays caused by client inaction, third-party changes, or external factors may affect delivery.

We will communicate any material schedule changes promptly.

 

7. Fees & Payment Terms

1. Fees are detailed in the Quote or SOW.
2. Payment is due in full within 10 calendar days of the invoice date, without deduction or set-off.
3. Interest will accrue from the 6th calendar day after the payment due date at 8% above the Bank of England base rate.
4. Any withholding tax must be grossed-up so BPAV receives the full invoiced amount.
5. Currency-conversion fees, bank deductions, or transfer charges are the Client’s responsibility.
6. Additional work beyond scope requires written approval and will be billed at BPAV’s standard rates.
7. Where required, a valid Purchase Order must be issued upon Quote acceptance.
   
   

8. Currency & Taxes

All prices are in GBP (£) unless stated otherwise and exclude VAT and applicable taxes.

You are responsible for local taxes, import duties, or withholding taxes in your jurisdiction.

 

9. Revisions & Change Requests

Minor revisions within the original scope are included unless otherwise stated.

Significant changes or additions require a written Change Request and may affect price or timing.

Work will not begin on any change until you approve it in writing.

 

10. Data Migration Disclaimer

BPAV will take reasonable care when migrating or importing data into HubSpot, but final data integrity depends on the accuracy of your source data.

BPAV is not responsible for data corruption, loss, or inconsistencies originating from client or third-party systems.

 

11. Acceptance Criteria / Sign-Off

Deliverables are considered accepted unless written feedback is received within 5 business days of delivery.

BPAV will correct issues that fall within scope, after which the deliverable is final.

 

12. Use of Deliverables

Deliverables are for your internal business use only.

Redistribution, resale, sublicensing, or reuse for third-party benefit requires BPAV’s written permission (and may require a paid Distribution Licence).

 

13. Confidentiality

Both parties agree to maintain strict confidentiality over all project-related information.

Information may be disclosed only:

 

With written consent;

 

To professional advisers under confidentiality obligations; or

 

Where required by law or regulation.

 

Upon completion, either party may request return or secure deletion of confidential data.

 

14. Data Security & Compliance

BPAV applies industry-standard security practices and complies with UK GDPR and data protection law.

You are responsible for your organisation’s data governance and lawful processing.

If required, BPAV will enter into a separate Data Processing Agreement (DPA).

Where data is transferred outside the UK or EEA, BPAV will ensure appropriate safeguards (such as the UK Addendum to EU Standard Contractual Clauses).

The Client is responsible for maintaining independent data backups, as HubSpot’s native backup capabilities are limited.

 

15. Deliverable Retention

BPAV retains a secure copy of project deliverables for 90 days after completion, after which materials may be archived or permanently deleted.

 

16. Intellectual Property

Upon full payment:

 

All project-specific deliverables (such as workflows, reports, templates, or code) become your property.

 

BPAV retains ownership of its pre-existing IP, frameworks, connectors, and know-how used during the engagement.

 

BPAV may reuse non-confidential tools, libraries, or methodologies developed during the project.

 

BPAV may reference anonymised or non-confidential project outcomes for marketing or portfolio purposes unless you object in writing.

 

Attribution (Optional)

BPAV may include a discreet credit such as “Implemented by BPAV Technology Group” on digital assets or HubSpot portals it develops, with the Client’s written consent.

The Client may request removal at any time without penalty.

 

17. Insurance

BPAV maintains:

• Professional Indemnity Insurance – £1,000,000 per claim
• Public Liability Insurance – £1,000,000 per claim
• Certificates are available upon request.
  
  

18. Warranties & Liability

1. BPAV warrants that all services will be delivered with reasonable care and skill.
2. BPAV will correct configuration errors reported within 30 days of delivery at no additional cost.
3. This warranty is void if deliverables are modified by the Client or any third party without BPAV’s written consent.

1. BPAV provides no guarantees for HubSpot performance, marketing results, or uptime.
2. BPAV is not liable for indirect, incidental, or consequential damages, including lost profits, revenue, or data.
3. BPAV’s total aggregate liability is limited to the total fees paid for the specific engagement.
4. Nothing in these Terms limits liability for fraud, death, or personal injury caused by negligence.
   
   

19. Client Liability & Indemnity

You agree to indemnify BPAV against losses, damages, or costs arising from:

 

Your misuse of HubSpot or third-party systems;

 

Unlawful or infringing content supplied to BPAV; or

 

Your breach of these Terms.

 

BPAV indemnifies you against claims that BPAV’s deliverables infringe third-party IP, provided the claim does not arise from modifications or integrations made without BPAV’s written consent.

 

Client Content Warranty

The Client warrants that all content, data, trademarks, images, or other materials supplied to BPAV are owned by the Client or licensed for such use.

The Client will indemnify BPAV against any third-party claims alleging infringement arising from such materials.

 

20. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, internet outages, labour disputes, pandemics, or government restrictions.

If such an event lasts more than 30 days, either party may terminate the affected services with written notice.

 

21. Non-Solicitation

You agree not to hire or solicit any BPAV employee or contractor involved in your project for 12 months following the engagement, without BPAV’s written consent.

 

22. Ongoing Support & Automatic Renewal

If ongoing support or retainers are agreed, terms and response times are defined in a separate Support Schedule.

Unless cancelled with 30 days’ written notice before the renewal date, retainers automatically renew for the same duration under the same terms.

 

23. Working Hours & Response Times

Unless otherwise agreed in writing, BPAV operates Monday – Friday, 9:00 AM – 5:30 PM UK time, excluding UK public holidays.

Response times for enquiries or support tickets align with BPAV’s published service standards.

 

24. Escalation Path

For support contracts, BPAV will provide an escalation process with named contacts.

Escalations follow BPAV’s internal processes and depend on the agreed support level.

 

25. Time Tracking & Reporting

For time-based projects or retainers, BPAV maintains internal time logs.

Summary reports can be shared on request or at agreed intervals.

 

26. Audit & Compliance Access

If you are subject to audit or regulatory review, BPAV will provide reasonable access to relevant documentation and deliverables upon written request.

 

27. Dispute Resolution

The parties will first attempt to resolve any disputes amicably through discussion.

If unresolved after 30 days, the matter will proceed to mediation.

Only if mediation fails may the dispute proceed to arbitration or court under English law.

 

28. Termination

Either party may terminate this Agreement with 14 days’ written notice.

BPAV may terminate immediately for non-payment, breach of confidentiality, or misuse of intellectual property.

 

Upon termination:

• You must pay for all completed work and approved expenses.
• BPAV will deliver completed assets and documentation as appropriate.
• Any licences or permissions granted under this Agreement will cease unless fully paid for.

Clauses relating to confidentiality, intellectual property, warranties, indemnities, limitation of liability, and dispute resolution shall survive termination.

 

29. Governing Law & Jurisdiction

This Agreement is governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction.

These Terms are written in English, which shall be the governing language.

 

30. Export Control & Sanctions Compliance

Both parties will comply with all applicable export-control and trade-sanctions laws, including UK, EU, and US regulations.

BPAV may suspend services if performing them would breach such laws.

 

31. General

Entire Agreement: These Terms, the Quote, and any SOW form the full agreement.

 

Amendments: Must be in writing and agreed by both parties.

 

Assignment: You may not transfer this Agreement without BPAV’s consent.

 

Subcontracting: BPAV may subcontract work but remains responsible for quality and confidentiality.

 

Independent Contractor: BPAV acts as an independent contractor. Nothing in this Agreement creates employment, partnership, or agency between BPAV and the Client. Each party is responsible for its own taxes, insurance, and employment liabilities.

 

No Agency: This Agreement does not create a partnership, employment, or agency relationship.

 

Third-Party Rights: No third party may enforce this Agreement.

 

Severability: If any clause is invalid, the remainder remains effective.

 

Notices: Formal notices must be sent by email to the addresses in the Quote or SOW.

 

Electronic Acceptance: Acceptance of the Quote or these Terms via HubSpot or email is legally binding.

 

BPAV Technology Group Ltd

Company Registration No: 14304458

Registered Office: Ground Floor, Unit C1, Prisma Park, Berrington Way, Basingstoke, RG24 8GT

Email: sales@bpav.global

Website: www.bpav.global