Terms and Conditions

Clavaro Ltd (trading as Clavaro Consulting), registered in England and Wales, company number 17277874. Registered office: 82a James Carter Road, Mildenhall, Bury St Edmunds, IP28 7DE.

These terms apply to all work between Clavaro Ltd (“Clavaro”, “we”, “us”) and the client named on the quote, scope or statement of work (“you”). You accept them by signing the scope, replying “accepted” to the quote by email, or paying the deposit. Whichever comes first. These terms apply instead of any terms you send us, and you confirm you are buying for business purposes. The version that applies is the one current on the date of your Scope, and we will attach it or link to it.

1. The work

1.1 We provide HubSpot setup, configuration and revenue operations (RevOps) consulting, as set out in your quote, scope or statement of work (the “Scope”). Once agreed, the Scope is part of this contract.

1.2 Each deliverable in the Scope has acceptance criteria (what “done” looks like). Once we tell you a deliverable is ready, you have 5 working days to test it and tell us in writing about anything that does not meet those criteria. We will fix what does not meet them. If we do not hear from you in 5 working days, or you start using the deliverable, it counts as accepted.

1.3 Anything not listed in the Scope is out of scope. This includes, unless the Scope says otherwise: cleaning or fixing your existing data, training beyond the hours quoted, integrations or tools not named in the Scope, content writing, ongoing support after delivery, and buying or managing HubSpot licences. Out of scope work is a change under clause 6.

2. Which document wins

If these documents disagree, the Scope wins on what we are delivering and the fee. The Data Processing Agreement wins on personal data. These terms apply to everything else.

3. Fees and payment

3.1 Fees are in the Scope. Unless the Scope says otherwise:

• One-off projects: 50% deposit before work starts. The balance is invoiced on completion or at the agreed milestone.
• Retainers: billed monthly in advance, with a minimum first term of 3 months.
• Quotes are valid for 30 days.

3.2 Invoices are due within 14 days. Late payment adds interest at 8% a year above the Bank of England base rate, as allowed by the Late Payment of Commercial Debts (Interest) Act 1998.

3.3 If an invoice is more than 14 days overdue, we can pause work and hold back any deliverable that is not yet paid for. We will not lock you out of your own HubSpot account or data. We can also end the engagement. Work completed up to that point is still payable.

3.4 If you cancel or stop a project part way through, you pay for each phase or milestone we have completed, and a fair share of any phase in progress, less any deposit already paid.

3.5 Fees do not include VAT. We add it where it applies.

3.6 HubSpot licence costs, and any other third-party software costs, are yours. They are billed to you directly by HubSpot or your reseller, not by us. If HubSpot pays us a partner commission on a licence, that is paid by HubSpot and does not cost you extra.

4. Retainers

4.1 Retainer hours or credits are for use in the month they are billed. Unused hours do not roll over and are not refunded, unless the Scope says otherwise.

4.2 After the first 3 months, either of us can end a retainer with 30 days’ written notice. You pay the fee for the notice period.

5. Your responsibilities

5.1 You will give us timely access to systems, data and the people who can make decisions, as we reasonably need to deliver the Scope.

5.2 Late input, unavailable people or incomplete data may push back timelines. If it causes real extra work, we can charge for it as a change.

5.3 You are responsible for the accuracy and quality of the data you give us or hold in your systems, and for keeping your own backups. Before any import, migration or bulk change, we will tell you to export a backup. We are not responsible for problems caused by errors, gaps or duplicates in data you supplied or already held.

6. Changes to the Scope

6.1 If you ask for work outside the Scope, we will send a written change order with the extra fee and timing. Work starts once you have agreed it in writing. Email is fine.

7. Ownership

7.1 When you have paid in full, the deliverables we created specifically for you (for example workflows, properties, documentation and reports) belong to you.

7.2 We keep ownership of our own methods, frameworks, templates and know-how, including the Revenue Clarity Scale and the HubSpot Readiness Ladder. You can keep using anything built with them inside your own HubSpot account.

7.3 Where a deliverable includes custom code or templates, you get a lasting licence to use them in your own business. We can reuse the general parts of our code and templates for other clients, as long as we do not share your confidential information or data.

7.4 When the engagement ends and you have paid everything due, we will remove our own access to your HubSpot account and send you any documentation we hold for you within 14 days. You stay the owner and admin of your HubSpot account throughout.

8. Sharing our work together

8.1 We may say that you are a client and give a general description of the work, unless you ask us in writing not to.

8.2 We will only use your logo, a quote, your name or job title, a photo, a video or audio clip, or specific results and figures, with your written agreement. We ask for it using our testimonial and case study consent form. Agreeing by email is enough. You can withdraw at any time, and we will take it down within 30 days.

8.3 We may record calls and workshops with a notetaker that everyone on the call can see. If you do not want a call recorded, tell us and we will remove it or not record. Recordings are our own records, covered by our privacy policy. We keep them until you ask us to delete them, or for 6 years after the engagement ends, whichever is sooner. If you ask, we delete them within 30 days. We will not use recordings for marketing without your agreement under clause 8.2.

9. Confidentiality

9.1 Each of us will keep the other’s non-public business, technical and financial information confidential, and use it only for the engagement.

9.2 This does not cover information that is already public, that we already knew independently, or that the law makes us disclose.

10. Personal data

10.1 When we handle personal data in your systems for you (for example contact and deal records in HubSpot), you are the controller and we are the processor under UK GDPR and the Data Protection Act 2018.

10.2 Our Data Processing Agreement is sent with your Scope and forms part of this contract once you accept the Scope. It lists the tools we use to handle your data (currently HubSpot and an AI assistant) and how we protect it.

10.3 Our privacy policy explains how we handle personal data as a business, for example from our website and calls.

11. Third-party platforms

We rely on platforms we do not control, such as HubSpot. We are not responsible for outages, bugs, price changes, or changes to features or limits on those platforms, or for problems caused by other software connected to your account. We will tell you if we think one affects your project, and agree a sensible way forward.

12. Our responsibility to you

12.1 We will do the work with reasonable skill and care. We hold Professional Indemnity and Cyber Liability insurance.

12.2 Our total liability to you for anything arising from an engagement, whether in contract, tort or anything else, is limited to the total fees paid or payable for that engagement.

12.3 We are not liable for indirect or knock-on losses, such as lost profit, lost business or lost data, unless the law does not allow us to exclude it. We will take reasonable care with your data, and you will take a backup before any import, migration or bulk change (see clause 5.3).

12.4 Nothing in these terms limits liability for death or personal injury caused by negligence, or for fraud.

13. Ending the contract

13.1 One-off projects: either of us can end the contract with 14 days’ written notice. You pay for the work done and costs reasonably incurred up to the end date (see clause 3.4). A deposit is not refundable once work has started.

13.2 Retainers: see clause 4.2.

13.3 We can end or suspend an engagement straight away if fees stay unpaid more than 14 days after the due date (see clause 3.3).

13.4 Clauses that are meant to continue after the contract ends do so. This includes payment, ownership, confidentiality, liability and data protection.

14. Events outside our control

Neither of us is liable for delay or failure caused by things beyond our reasonable control, such as illness, power or internet failure, or a platform outage.

15. Subcontractors and transfers

15.1 We may use trusted subcontractors to help deliver the Scope. We stay responsible for their work and make sure they keep your information confidential.

15.2 You cannot transfer this contract to anyone else without our written agreement.

16. Notices

Notices must be in writing and sent by email to the address on the Scope or invoice. They count as received the next working day.

17. General

17.1 These terms, the Scope and the Data Processing Agreement are the whole agreement between us and replace anything said or agreed before.

17.2 If part of these terms cannot be enforced, the rest still applies.

17.3 If we do not enforce a right straight away, we have not given it up.

17.4 Only you and Clavaro can enforce this contract. No one else has rights under the Contracts (Rights of Third Parties) Act 1999.

17.5 English law applies, and the courts of England and Wales have exclusive jurisdiction.