Terms of Business

These terms should be read together with your Letter of Agreement and form part of it. They replace all previous terms. If anything in your Letter of Agreement conflicts with these terms, the Letter of Agreement applies.

1. Definitions

(a) "The Agency" means Go High Level Consultancy, a trading name of Health Hub Academy Ltd, registered in England and Wales (company number 12486061), registered office 15 Neptune Court, Vanguard Way, Cardiff CF24 5PJ, telephone 01443 800586. All contracts are issued by the Agency, and all payments are due to Health Hub Academy Ltd.

(b) "The Customer" means any person or company with whom the Agency contracts, verbally or in writing. Where the Customer comprises more than one person, their liability under these terms is joint and several.

(c) "Contract" means any contract between the Agency and the Customer for Services, including: any written quotation from the Agency accepted in writing by the Customer; any written order from the Customer accepted in writing by the Agency; and any Letter of Agreement signed by both parties.

(d) "Services" means CRM software, marketing automation, web design, consultancy, training, coaching or any other marketing services supplied by the Agency or its contractors.

(e) Any reference to a statute means that statute as amended, re-enacted or extended at the relevant time.

(f) "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, registered or unregistered, anywhere in the world.

2. Basis of contract

(a) The Contract is subject to these terms, to the exclusion of any terms the Customer tries to impose and of any previous course of dealing.

(b) No change to these terms is binding unless agreed in writing by authorised representatives of both parties.

(c) A quotation from the Agency is valid for 30 days from its date. No order is binding on the Agency until it is accepted and confirmed in writing by the Agency.

(d) The Customer confirms it has not relied on any statement about the Services that is not confirmed in writing by the Agency. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

(e) Subject to clause 7, the Customer is responsible for decisions it makes based on the Agency's advice or recommendations.

(f) Any typing, clerical or other error in promotional material, quotations, price lists, invoices or other documents may be corrected without liability on the Agency's part.

(g) The Agency supplies its Services to businesses only. By entering into a Contract, the Customer confirms it is acting for purposes relating to its trade, business or profession and not as a consumer.

3. Supply of services

The Agency will provide the Services in line with any brief and deadlines agreed with the Customer, and will:

3.1 carry out the Services with reasonable skill and care, and be responsible for how the Services are provided;

3.2 use reasonable efforts to meet agreed deliverables and deadlines;

3.3 be free to take on other work, except work that would create a conflict of interest with the Customer;

3.4 use suitably qualified and experienced people as it considers appropriate;

3.5 have the right to provide a substitute of equivalent knowledge and experience. The Customer may refuse a substitute who, in its reasonable view, is not suitably qualified. The Agency remains responsible for its obligations, and for paying any substitute, with no extra cost to the Customer for any handover period;

3.6 keep the Customer informed of progress and provide written progress reports on reasonable request. The Agency decides its own working methods but will comply with the Customer's reasonable requests where these do not affect those methods.

3.7 The Customer warrants that any materials it supplies, such as slogans, logos, images or copy, do not infringe anyone else's Intellectual Property Rights, and that it holds any licences needed. The Customer indemnifies the Agency against all claims, losses, damages and liabilities arising from any such infringement.

3.8 The Agency will produce finished work according to an agreed brief, on or before the agreed completion date. The Customer must request any amendments within 5 working days of receiving the finished work. After that, the work is treated as approved and any outstanding fees will be invoiced. Amendments requested after 5 working days, after the work has been published, or outside the agreed brief will be charged extra.

3.9 Affiliate disclosure. Go High Level Consultancy is an independent consultancy and is not owned by or part of HighLevel, Inc. We may provide HighLevel through our own agency account, or clients may open their own HighLevel account through our affiliate link. If a client signs up through our link, we may receive a commission at no extra cost to them. We may also be engaged to build, configure or manage HighLevel accounts, whether provided through our agency account or owned directly by the client.

4. Monthly plans

(a) Monthly plans (including Starter and Professional) have a minimum term of 12 months from the start date in your Letter of Agreement. After the minimum term, the plan continues month to month until either party gives one month's written notice.

(b) Monthly fees are payable in advance by Direct Debit through GoCardless. Setup fees may apply depending on the complexity of the configuration and will be confirmed in writing before work starts.

(c) Time included in a plan must be used in the month it relates to. Unused time does not roll over. Extra time is charged at the Agency's hourly rate, currently £80 per hour.

(d) All prices exclude VAT, which is added at the applicable rate.

5. Prices and fees

The prices or fees payable by the Customer are as set out in the Contract.

6. Payment

(a) Payment is due as set out in the Contract.

(b) If the Customer does not pay by the due date, the Agency may suspend or cancel any Services by written notice, and may keep any part payment already made. Time of payment is of the essence.

(c) The Agency may charge interest and fixed compensation on late payments under the Late Payment of Commercial Debts (Interest) Act 1998, from the due date until payment, including after any court judgment. The Agency may also pass unpaid debts to a collection agency.

(d) Payments can be made by bank transfer to Health Hub Academy Ltd, by credit or debit card through Stripe, or by Direct Debit through GoCardless. Cash and cheques are not accepted. Our bank details are shown on each invoice. We will never change our bank details by email. If you receive a request to pay a different account, call us on 01443 800586 before paying.

7. Liability

(a) The Agency is not liable for any indirect or consequential loss, or for loss of profit, revenue, business or goodwill, arising out of or in connection with the Contract, whether caused by negligence or otherwise.

(b) The Agency is not liable for any delay or failure to perform caused by events beyond its reasonable control, including: acts of God, explosion, flood, storm, fire or accident; war, threat of war, sabotage, civil disturbance or requisition; acts or restrictions of any government or local authority; import or export regulations or embargoes; strikes, lock-outs or industrial disputes; difficulty obtaining materials, labour, fuel, parts or equipment; power failure or breakdown of machinery; and failures or outages of third-party platforms, including HighLevel.

(c) Subject to clause 7(d), the Agency's total liability under or in connection with the Contract will not exceed the total fees paid or payable by the Customer under the Contract.

(d) Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

8. Data protection

Each party will comply with UK data protection law. Where the Agency processes personal data on the Customer's behalf, for example contacts held in the Customer's HighLevel account, it does so as processor under a written data processing agreement that meets Article 28 of the UK GDPR. Our Privacy Policy explains how we handle personal data as a controller.

9. Insolvency of the Customer

The Agency may cancel or suspend the Contract without liability to the Customer if the Customer: proposes or enters into a voluntary arrangement or other arrangement with its creditors; has a receiver, manager or encumbrancer take possession of any of its assets; being an individual or firm, becomes subject to a bankruptcy petition or becomes bankrupt; being a company, becomes subject to a winding-up petition, goes into liquidation or becomes subject to an administration application or order; stops or threatens to stop trading; or if the Agency reasonably believes any of these events is about to happen and tells the Customer so.

10. Notices and waiver

Any notice under these terms must be in writing, sent to the other party's registered office or principal place of business, or another address notified for this purpose. If the Agency does not act on a breach, that does not waive its rights for that breach or any later breach.

11. Severability

If any provision of these terms is found invalid, the rest of the terms remain in effect.

12. Governing law

The Contract is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

13. General

(a) The Customer may not assign or transfer any of its rights or obligations under the Contract without the Agency's prior written consent.

(b) Any provision of the Contract that is intended to continue after it ends will continue to apply.

(c) The Agency will not disclose commercially sensitive information shared before or during the engagement, and will add a non-disclosure clause to any Letter of Agreement at the Customer's request.