Terms of Business

• "Project36" means Project36 Limited.
• "Client" means the individual or organisation purchasing Services.
• "Services" means the work outlined in any proposal, statement of work (SOW), or agreement.
• "Deliverables" means any outputs produced as part of the Services.
• "Platform" means any third-party system used in delivery, including but not limited to HubSpot, Stripe, Xero, or similar.
• "Agreement" means the signed proposal, SOW, or contract incorporating these terms.

1. 2.1 Project36 will deliver the Services as defined in the agreed proposal or SOW.
2. 2.2 Any work outside the agreed scope will require a formal change request and may incur additional fees.
3. 2.3 Project36 is not responsible for outcomes, functionality, or deliverables not explicitly defined in the agreed scope.

1. 3.1 All fees are exclusive of VAT unless stated otherwise.
2. 3.2 Invoiced in full on commencement, due within 14 days unless otherwise confirmed in writing.
3. 3.3 Project36 reserves the right to pause or withhold Services where invoices remain unpaid.
4. 3.4 Late payments may incur interest at 4% above the Bank of England base rate.

1. 4.1 The Client agrees to:
   • provide timely access to systems, accounts, and stakeholders
   • supply accurate and complete information
   • respond to requests, feedback, and approvals promptly
2. 4.2 Project timelines are dependent on Client responsiveness. Delays caused by the Client may result in revised delivery schedules.

1. 5.1 Project36 may implement or integrate third-party platforms as part of the Services.
2. 5.2 The Client is responsible for all third-party subscription fees unless otherwise agreed.
3. 5.3 Project36 is not liable for downtime, errors, limitations, or changes imposed by third-party platforms.

1. 6.1 Where Project36 is granted access to a Client's HubSpot portal (including Partner Admin or Super Admin access), the Client agrees that:
   • Project36 shall remain connected to the portal for a minimum of 12 months from the date access is granted.
2. 6.2 The Client shall not remove, restrict, or downgrade Project36's access within this period without prior written agreement.
3. 6.3 If access is removed or restricted in breach of this clause:
   • all outstanding project fees become immediately payable
   • Project36 reserves the right to charge an early termination fee equivalent to the remaining value of the Services or 12 months of expected commercial value (whichever is lower)
4. 6.4 This clause ensures continuity of delivery, system integrity, and accountability.
5. 6.5 After 12 months, access may be reviewed and adjusted by mutual agreement.

1. 7.1 Any change to scope, deliverables, or timelines must be agreed in writing.
2. 7.2 Project36 reserves the right to:
   • re-cost additional work
   • revise delivery timelines accordingly

1. 8.1 Upon full payment, the Client owns final Deliverables created specifically for them.
2. 8.2 Project36 retains ownership of:
   • methodologies
   • frameworks
   • templates
   • reusable components
3. 8.3 Project36 may reuse non-client-specific elements across other projects.

1. 9.1 Both parties will comply with applicable data protection laws, including UK GDPR.
2. 9.2 The Client acts as data controller; Project36 acts as data processor where applicable.
3. 9.3 Project36 will only process data as required to deliver the Services.

1. 10.1 Both parties agree to keep confidential all commercially sensitive information shared during the engagement.
2. 10.2 This obligation survives termination of the Agreement.

1. 11.1 Project36's total liability shall not exceed the total fees paid under the Agreement.
2. 11.2 Project36 shall not be liable for:
   • indirect or consequential loss
   • loss of revenue, profit, or opportunity
   • issues arising from third-party platforms

1. 12.1 Either party may terminate the Agreement where:
   • there is a material breach not remedied within 14 days
   • the other party becomes insolvent
2. 12.2 Upon termination:
   • all outstanding invoices become immediately payable
   • work completed to date will be invoiced
3. 12.3 The HubSpot Access clause (Section 6) overrides standard termination rights where applicable.

1. 13.1 Project36 will use reasonable endeavours to meet agreed timelines.
2. 13.2 Delivery is dependent on:
   • Client responsiveness
   • third-party systems
   • scope stability
3. 13.3 Project36 does not guarantee delivery dates where dependencies fall outside its control.

1. 14.1 Deliverables are deemed accepted unless material issues are raised within 5 working days.
2. 14.2 Minor revisions do not constitute rejection of Deliverables.

1. 15.1 This Agreement is governed by the laws of England and Wales.
2. 15.2 Both parties submit to the exclusive jurisdiction of the English courts.

1. 16.1 These Terms apply to all Services unless otherwise agreed in writing.
2. 16.2 In the event of conflict between these Terms and a proposal or SOW, the proposal/SOW takes precedence.
3. 16.3 Variations to these Terms must be agreed in writing.

By signing a proposal, SOW, or agreement referencing these Terms, the Client confirms acceptance of these Terms and Conditions in full.