Terms of business

About these terms

These terms are between you and ClickMovements Ltd, a company registered in England and Wales, company number 12732439, whose contact address is [email protected]. “We”, “us” and “our” mean ClickMovements Ltd; “you” means the organisation engaging us or holding a subscription.

Part A covers consultancy work — diagnostics, projects and retainers. Part B covers subscriptions to our software platform. Sections from “Liability” onwards apply to both.

These terms apply to organisations acting for business purposes, not to consumers.

Part A — Consultancy services

We provide CRM, revenue operations, automation and AI consultancy. Depending on what you’ve engaged us for, that may include a diagnostic, an implementation project, or ongoing work under a monthly arrangement.

Scope and changes

Each engagement is defined in a written proposal or statement of work covering what we’ll do, what it costs, and roughly how long it will take. Work starts when you confirm it in writing and, where applicable, the first payment is received.

Timescales are estimates made in good faith. They assume you supply access, information and decisions when we need them.

If you want something outside the agreed scope, we’ll tell you what it changes in cost or timing before doing it. Neither of us is bound by a change until we’ve both agreed it in writing.

Recommendations are advice. Decisions about your business remain yours, and we’re not responsible for outcomes that follow from decisions we advised against or weren’t asked about.

Fees and payment

• Fees are as set out in the proposal, in the currency stated there.
• Fees exclude VAT, which is added where it applies. [CONFIRM VAT STATUS / NUMBER]
• Diagnostics and fixed-price projects are invoiced as set out in the proposal, typically part in advance and the balance on completion.
• Monthly retainers are invoiced in advance for the month ahead.
• Invoices are payable within 14 days of the invoice date unless the proposal says otherwise.
• Third-party costs — software licences, subscriptions, connectors, travel — are yours to pay, and we’ll agree them with you before committing.

Unused time under a retainer doesn’t roll over into the following month.

Late payment

We’re a small business, and late payment causes real disruption. So we’re specific about it.

If an invoice isn’t paid by its due date we may charge interest and a fixed sum for recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, at 8% above the Bank of England base rate, accruing daily from the due date until payment.

If an invoice is more than 30 days overdue we may suspend work and withhold deliverables and access credentials until the account is settled. We’ll give you written notice first. Suspension doesn’t end the engagement, and fees continue to accrue under any retainer during it.

You may not withhold or set off payment against any claim you say you have against us.

What we need from you

• Timely access to the systems, accounts and data the work depends on
• A named person who can answer questions and make decisions
• Accurate information — we rely on what you tell us without independently verifying it
• Your own licences for the platforms we’re working in, valid for the duration
• Backups of your data before we make significant changes

If delays on your side stop us working, we may reschedule. Where a delay leaves booked time unusable, we may charge for it.

Third-party platforms

Much of our work happens inside platforms we don’t own or control — HubSpot, GoHighLevel, Stripe, Xero and others. We’re not responsible for their availability, pricing, feature changes, data loss or security, and a change one of them makes may require further paid work to accommodate.

Where syncing or migrating data between systems, you’re responsible for holding your own backups beforehand.

Ownership of what we build

Once you’ve paid for the work in full, you own the configurations, workflows, documents and custom code we produce specifically for you, and we assign those rights to you.

We keep ownership of our own methods, templates, frameworks, snapshots, tools and general know-how, including anything we developed before the engagement or use across clients. Where those are embedded in what we deliver, you get a perpetual, non-exclusive licence to use them within your own organisation. You may not resell or redistribute them.

We’re free to reuse the skills and general knowledge gained on your project elsewhere, as long as we keep your confidential information confidential.

We may describe the work in anonymous terms in our marketing. We’ll ask before naming you or using your logo.

Confidentiality

Each of us will keep the other’s confidential information confidential, use it only for the engagement, and not disclose it without permission — except where the law requires disclosure, or where the information is already public through no fault of ours. This continues for three years after the engagement ends.

Data protection

Where we handle personal data in your systems, you are the controller and we are the processor. We’ll process it only on your documented instructions, keep it secure, impose equivalent obligations on any sub-processor, help you with data subject requests, and on request delete or return it when the engagement ends.

You confirm you have a lawful basis for the data you ask us to work with. How we handle personal data as controller is set out in our privacy policy.

Ending an engagement

• Diagnostics and fixed-price projects. Either of us may end the engagement on written notice. You pay for work done up to that point, and any fee paid in advance for work not yet done is refunded.
• Retainers. Either of us may end the arrangement on 30 days’ written notice, expiring at the end of a billing month.
• Either of us may end an engagement immediately if the other commits a material breach that isn’t put right within 14 days of written notice, or becomes insolvent.

On termination we’ll hand over documentation and access for work already paid for. Anything unpaid falls due immediately. Terms that ought to survive termination — payment, confidentiality, intellectual property, liability — do.

Part B — Platform subscriptions

These apply if you hold a subscription to our software platform, including through a membership community we operate.

• Subscriptions are billed in advance, monthly or annually, and renew automatically on the same terms until cancelled.
• You can cancel at any time, effective at the end of the current billing period. Cancellations must be in writing to [email protected] and received at least 7 days before the renewal date.
• Because access is granted immediately, fees already paid aren’t normally refunded. We’ll consider requests individually and fairly.
• Usage-based charges — SMS, calls, email and AI credits beyond your included allowance — are passed on at cost and billed in arrears.
• We may change subscription pricing with at least 30 days’ notice before it takes effect, giving you the chance to cancel first.
• You’re responsible for your account, your users and your passwords, and for everything done through them. Tell us immediately if you suspect unauthorised access.
• You must use the platform lawfully, and comply with marketing and communications rules including PECR and UK GDPR when sending email or SMS through it.
• If payment fails, access may be suspended until the account is brought up to date.
• On cancellation, export your data before the period ends. We’ll keep it available for 30 days after, then delete it.
• The platform is built on third-party infrastructure. We’ll give reasonable notice of planned maintenance, but we don’t guarantee uninterrupted availability.

Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that can’t lawfully be limited.

Subject to that, our total liability arising out of an engagement or subscription, whether in contract, tort, negligence or otherwise, is limited to the fees you paid us in the 12 months before the claim arose.

We aren’t liable for loss of profit, revenue, business, goodwill, anticipated savings, or for loss or corruption of data, or for any indirect or consequential loss.

Services are provided with reasonable care and skill. We don’t warrant any particular commercial result, and we’re not liable for delays or failures caused by events outside our reasonable control.

General

• These terms, together with the relevant proposal or subscription confirmation, are the entire agreement between us and replace anything said or written beforehand.
• We may update these terms. Changes apply to new engagements and to subscription renewals, with at least 30 days’ notice for material changes.
• If any part is found unenforceable, the rest continues to apply.
• Not enforcing a right straight away doesn’t mean we’ve given it up.
• You may not transfer your rights under these terms without our written consent.
• No one other than you and us has any right to enforce these terms.
• These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Questions: [email protected]