Terms & Conditions

1. These conditions prevail over any other terms and conditions.
2. Subject to payment, Hubudio ltd will provide the agreed services from the commencement date for the duration under the provision that no unagreed (signed off in writing by both parties) amendments are made to the original scope outlined in this document.
3. Any subscription support services will be provided between 10.00 a.m. and 5.00 p.m. (UK time) Monday to Friday excluding public and bank holidays and shall include:

• Advice provided via email (unless otherwise agreed) based on the relevant package agreement to assist customer to identify and avoid or correct operational problems, using reasonable efforts to respond within 4 working hours of customer logging fault via Hubudio Ltd Support Email (support@hubudio.com);
• Using reasonable efforts to respond in writing within 4 working days to problems reported in writing by the customer.

4.1             Services shall not cover:

• ANYTHING not listed in the agreement.
• Hardware equipment including devices, monitor or laptop displays etc.
• Damage or malfunction due to incorrect installation, improper customer operation, misuse, accident or unsuitable environment.
• Any task to modify or displace without proper approval first-hand by Hubudio Ltd and at Hubudio Ltd’s discretion.

4.2             Continued… The services shall not cover faults arising from:

• Modification except those provided under this Agreement or with Hubudio Ltd written approval.
• Use other than in accordance with the relevant operating instructions and intended use.
• Use in an inappropriate operating environment.
• Lack of familiarity with the Software or its documentation.

5. Hubudio Ltd provision of services is subject to Customer:

• Ensuring that persons communicating with Hubudio Ltd are reasonably competent and skilled and describe any problem in proper detail.
• Providing physical and/or electronic access for Hubudio Ltd representatives.
• Installing all supplied updates unless Hubudio Ltd has agreed to install the same.
• Not permitting any persons other than Hubudio Ltd representatives to modify, service or repair.
• Promptly returning to Hubudio Ltd all items supplied on temporary loan and returning or destroying all super ceded Software; and…
• Complying with these Conditions.
• Customer shall pay all/any charges/fees in advance for the Duration or in whichever way agreed with Hubudio Ltd.
• Hubudio Ltd at its discretion may agree to extend the Agreement beyond the specified Duration subject to the Customer paying an increased Charge.
• Hubudio has the right to apply a 5% per month addition to the total project cost for any late or otherwise agreed unpaid invoices. It is the responsibility of the customer to check the due date of every invoice and ensure payment is made to avoid any issues.
• Hubudio Ltd may offer to provide services outside the limits imposed by any conditions subject to an additional charge.

7.1             Subject to 7.2 below, the Agreement may be terminated by either party: –

• on at least 60 days’ notice to the other to expire on the first or any subsequent anniversary of the Commencement Date;
• forthwith by notice if the other has committed a material breach of the Agreement not remedied within 21 days of notice to remedy; or
• Forthwith by notice if the other has a receiver or administrative receiver appointed, compounds with its creditors or becomes subject to an administrative order or goes into liquidation.

7.2             If the Agreement is terminated by the Customer under 7.1(i) or by Hubudio Ltd under 7.1(ii) or (iii) then Customer shall be liable to pay for any costs outlined by Hubudio Ltd up to the termination date at the standard charge rate for the duration of that period.

8. 8. No refund of monies paid by Customer will be due on termination.
9. The Agreement may be changed only in writing signed by both parties.
10. Customer may not assign the Agreement or its rights there under without Hubudio Ltd prior written consent and agreement.

Hubudio Ltd may subcontract its obligations hereunder if it wishes to do so.

11. Customer warrants that its rights are such that it has the right to enter into this Agreement.
12. Hubudio Ltd shall not be in breach of its obligations under this Agreement or under any liability for any delay, loss or damage due to any cause beyond its reasonable control.
13. The Agreement is governed by English Law and the parties submit to the jurisdiction of the English Courts

 

Outlined Standard Terms for Supply of Services/Products

1. Application – These terms (“These Terms”) apply to the supply of products, mainly software and services by Hubudio Ltd (“Hubudio Ltd Ltd”) to the customer (“Customer”). Unless otherwise agreed in writing by Hubudio Ltd, These Terms will form the terms of any contract between Hubudio Ltd and Customer.   Customer acknowledges that any use it might make of stationery bearing any other terms or conditions shall be purely for its administrative convenience; such use shall not indicate an intention that such other terms or conditions should be incorporated in the contract between Customer and Hubudio Ltd.

 

2. Software and Services – Where the supply comprises or includes use of computer software and/or the provision of services, Customer acknowledges that such supply is governed by any applicable licence terms for such use or by Hubudio Ltd’s terms for such service. These Terms shall also apply to such supply except to the extent that they are inconsistent with the relevant licence or service terms.

 

3. Offer and Quotation – Hubudio Ltd’s offer is valid, unless previously withdrawn, only for 30 days from the date of the quotation. Hubudio Ltd reserves the right to decline to accept any order. No approved quote accepted by Hubudio Ltd may be cancelled by Customer except with written agreement of Hubudio Ltd and provided that Customer reimburses Hubudio Ltd for all costs and expenses it incurs as a result of such cancellation.

 

4. Delivery and Risk –
   1. Hubudio Ltd will use all reasonable endeavours to meet its quoted delivery dates but such dates are not guaranteed. Hubudio Ltd shall have the right to change the delivery date if Customer requests any change to the product spec or any contract details. Hubudio Ltd’s failure to meet a delivery date shall not constitute a breach of contract at any time.
   2. Risk of loss or damage (including any corruption of computer software or data) shall pass to Customer when the products are delivered to Customer. Any alleged shortage or damage to the products on delivery to Customer shall be reported to Hubudio Ltd within 3 working days of delivery.
   3. If the products are to be delivered in instalments, each delivery shall constitute a separate contract. Failure by Hubudio Ltd deliver an instalment, or a claim by Customer in respect of an instalment, shall not entitle Customer to treat the contract for any instalment as repudiated.
   4. If Customer refuses to accept any delivery from Hubudio Ltd, Customer shall reimburse Hubudio Ltd all losses, costs and expenses it incurs as a result of such refusal.

 

5. Title and Licence –
   1. Title to any products supplied by Hubudio Ltd and other tangible items (“goods”) shall not pass to Customer until Hubudio Ltd has received in cash or cleared funds payment in full. Until such payment, Customer shall hold the goods as bailee for Hubudio Ltd and keep them secure and insured at full replacement value.  Hubudio Ltd may repossess any goods for which payment is overdue and, for this purpose, its employees and agents may enter any premises where the goods are situated.
   2. All rights whatsoever (including copyright, database rights and any other rights, whether recognised by present law or only by future law) throughout the world in computer software, including program code and data, text, tabulations and graphical images supplied under the contract shall remain with Hubudio Ltd or its third party licensor.
   3. Customer’s right to use any computer software supplied under the contract shall be governed by the applicable licence terms of Hubudio Ltd or the third-party licensor. Neither copying the software in whole or in part, except to provide back-up and to implement the licensed use, nor modifying it is permitted unless expressly authorised in writing in the licence terms. All such rights shall cease forthwith upon payment for the software becoming overdue or upon breach of this term 7(c).

 

6. Warranty –
   1. Provided that in respect of equipment supplied to Hubudio Ltd by a third party Customer shall be entitled only to the benefit of any warranty given by that third party and subject to the conditions set out below Hubudio Ltd warrants that (i) hardware and other tangible products will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of 12 months following delivery and (ii) software products will correspond with their specification for a period of 90 days following delivery.

 

Hubudio Ltd shall not be liable under the above warranty:

(i)               if a defect arises from a design or specification supplied by Customer; or
(ii)              if Customer has failed to follow Hubudio Ltd’s operating instructions or if the product has been misused, accidentally or wilfully

damaged, subject to abnormal operating conditions, modified in any way or repaired by other than Hubudio Ltd or its authorised agent;

(iii)            if Customer has not paid in full for the product; or
(iv)             in respect of any breach or viral attack from a foreign 3^rd party resulting in any technical issue.

 

1. If the Customer returns any product to Hubudio Ltd under warranty terms or otherwise, Customer shall pay all costs of carriage.
2. except as expressly set out in these terms, all conditions, warranties and representations (including but not limited to any conditions or warranties of satisfactory quality or fitness for any particular purpose) expressed or implied (whether by statute, common law, course of dealings or otherwise) in relation to the products or services are hereby excluded to the fullest extent permitted by law.

 

7. Liability –
   1. this term sets out Hubudio Ltd’s entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to customer its agents, employees and sub-contractors in respect of any breach of its contractual obligations and any representation, statement or tortious act or omission including negligence [arising under or in connection with the contract].
   2. Hubudio Ltd shall under no circumstances be liable to customer in respect of any loss of profits, goodwill or any type of special indirect or consequential loss (including business interruption, loss of business information or data, and loss or damage suffered by customer as a result of any action brought by itself or a third party) even if [such loss was reasonably foreseeable or] Hubudio Ltd had been advised of the possibility of [customer incurring] the same.
   3. Hubudio Ltd shall under no circumstances be liable for any damages in respect of any breach or viral attack to any product provided by Hubudio Ltd from a foreign 3^rd party resulting in any technical issue.

 

8. Termination –
   1. Without prejudice to any other right to which it may be entitled, Hubudio Ltd may suspend deliveries and/or give notice in writing to Customer terminating a contract with immediate effect if Customer is in material breach of any of its obligations thereunder and fails to remedy such breach (if remediable) within thirty (30) days of notice in writing requiring such remedy.
   2. The contract shall terminate forthwith if Customer makes any composition with its creditors or has an administrative receiver appointed of any of its assets or if an order is made or a resolution is passed for the winding-up of Customer or an order is made for the appointment of an administrator or, being a natural person or partnership, becomes insolvent or enters into any arrangement with his creditors or has a bankruptcy petition presented against him.
   3. Neither party shall be relieved or discharged from any obligation which accrued prior to such termination and termination shall not prejudice the effect of any of the provisions of the contract that expressly or by implication come into or continue in effect on or following termination.

 

9. Changes and Revisions –
   1. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
   2. Any additional work not outlined in the scope will be charged at Hubudio Ltd’s hourly or daily rate (whichever is decided upon related to the required work).

10. Abandonment of project
    1. Failure to respond to any form of communication from Hubudio Ltd 30 days or more is considered a point of abandonment and closure, at which point Hubudio Ltd reserves the right to invoice for any outstanding work performed to date. Hubudio Ltd also reserves the right to introduce a project re-activation fee.

11. Representation – Customer acknowledges that in entering into the contract Customer has not relied on any documentation, statement or representation given or made by or on behalf of Hubudio Ltd other than documentation specifically identified by Hubudio Ltd as applying to the contract.
12. Force Majeure (Unforeseeable Circumstances) – Neither party shall be in breach of its obligations under the contract or under any liability for any delay, loss or damage due to any cause beyond its reasonable control, including but not limited to acts of nature, Government intervention, strikes and lockouts and delays or failures by suppliers.
13. Assignment – Customer may not assign the contract or any rights or claims thereunder without Supplier’s prior written consent. Hubudio Ltd shall have the right to assign its rights under the contract and to sub-contract any of the services to be provided thereunder.
14. Waiver – Failure by either party to exercise or enforce any rights under the contract shall not be or be deemed to be a waiver of any such right nor prevent enforcement thereof thereafter.
15. Severability – The invalidity or unenforceability of any provision of These Terms shall not affect the other provisions which shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
16. Third Party Rights – The parties agree that this Agreement shall not create any rights for any third party and that the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
17. Notices – Any notice to be given under the contract shall be given by personal delivery, post or email transmission as set out in the contract or to such other address as a party may have notified the other in accordance herewith.
18. Non-Disclosure (NDA) – Hubudio enters into every business arrangement with strict client confidentiality and therefore the arrangement is to be reciprocated through non-disclosure of any Hubudio company data whatsoever. Action will be enforced regarding any damages relating to loss of business through leaked information to 3^rd
19. Law – The contract shall be governed and construed in accordance with the laws of England and the parties shall submit to the jurisdiction of the English courts.