These terms of business (“Terms”) apply to software development, integration, consultancy, support, hosting-management and related professional services (“Services”) that HULO Global Limited (“HULO”, “we”, “us”) provides to a business customer (“Client”, “you”). They apply to every proposal, quotation, statement of work, order or engagement letter we issue (each a “Statement of Work” or “SOW”) unless a signed master services agreement between us says otherwise. They are written for business-to-business engagements; we do not provide bespoke development services to consumers.
If there is a conflict, the order of precedence is: (1) a signed master services agreement, (2) the relevant SOW, (3) these Terms, (4) any policy referred to in them.
1. About HULO
HULO Global Limited is registered in England and Wales, company number 17134928, registered office Unit A, 82 James Carter Road, Mildenhall, United Kingdom, IP28 7DE. Contact [email protected] for commercial matters and [email protected] for support and legal correspondence.
2. Engagement and Statements of Work
2.1 Each engagement is described in a SOW setting out the scope, deliverables, assumptions, milestones, acceptance criteria, fees and payment schedule. A SOW becomes binding when both parties sign it, when you confirm acceptance in writing (including by email), or when you instruct us to start work, whichever is first.
2.2 A quotation is valid for 30 days unless it says otherwise. Estimates for time-and-materials work are given in good faith and are not fixed prices unless the SOW says “fixed price”.
2.3 We will use reasonable endeavours to meet dates in a SOW. Dates depend on your timely performance of your obligations and are not of the essence unless the SOW expressly says so.
3. Changes
3.1 Either party may request a change to scope, deliverables or timetable. We will assess the impact on fees and dates and issue a written change request. No change is effective until you have approved it in writing. Work outside the agreed scope that you ask us to do without a signed change request is chargeable at our then-current time-and-materials rates.
3.2 We may make minor changes to the Services that do not materially reduce their functionality, for example to comply with law or to address a security issue, and will tell you if we do.
4. Your obligations
4.1 You will: provide timely decisions, information, content, access, test data and environments reasonably required; make available appropriately skilled staff; obtain any third-party licences, consents or permissions needed for us to perform the Services (including for systems we must integrate with); and comply with all applicable laws in your use of the deliverables.
4.2 If our performance is delayed or prevented by your act or omission, we may extend the timetable, charge for the resulting additional time and costs, and are not liable for the delay.
4.3 You are responsible for backing up your own data and systems before we carry out work on them, unless the SOW makes backup part of the Services.
5. Fees, expenses and payment
5.1 Fees are as stated in the SOW and are exclusive of VAT, which is charged at the applicable rate. Time-and-materials work is charged in increments of 15 minutes at the rates in the SOW. Reasonable travel, accommodation and third-party costs agreed in advance are recharged at cost.
5.2 Unless the SOW says otherwise we invoice monthly in arrears for time-and-materials work, and on the milestones stated for fixed-price work. Invoices are payable within 14 days of the invoice date by bank transfer in pounds sterling. A deposit may be required before work starts.
5.3 If an undisputed invoice is not paid when due we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, suspend the Services on seven days’ written notice, and withhold delivery of deliverables or source code until payment is received. You must tell us of any dispute over an invoice within ten days of its date, and pay the undisputed part on time.
5.4 We may increase our time-and-materials rates once in any 12-month period on 30 days’ written notice. Rates fixed in a SOW do not change during that SOW.
6. Delivery and acceptance
6.1 Where a SOW defines acceptance criteria, you will test each deliverable within ten working days of delivery and either accept it or give us a written list of material non-conformities. We will correct non-conformities and re-deliver. A deliverable is deemed accepted if you do not respond within the review period, if you use it in production, or if the only outstanding items are minor and do not prevent its intended use.
6.2 Where no acceptance criteria are defined, a deliverable is accepted on delivery.
7. Intellectual property
7.1 Client materials. You retain all rights in materials, data, branding and systems you provide. You grant us a non-exclusive licence to use them to perform the Services.
7.2 HULO background IP. We retain all rights in software, libraries, frameworks, plugins, tools, templates, know-how and methods that we created before or independently of the engagement, or that are of general application and not specific to your business (“Background IP”). This includes our published Vendure plugins and PayrollOS, which are licensed under their own terms and are not transferred by a SOW.
7.3 Deliverables. On receipt of full payment for the relevant SOW, we assign to you the intellectual property rights in the bespoke deliverables identified in that SOW as “Client-owned”, excluding any Background IP and third-party or open-source components contained in them. To the extent deliverables incorporate Background IP, we grant you a perpetual, non-exclusive, royalty-free, worldwide licence to use, modify and maintain that Background IP as part of the deliverables for your internal business purposes, but not to distribute it separately or to compete with our products.
7.4 Until full payment, deliverables are provided under a revocable licence for evaluation and internal use only.
7.5 Open source. Deliverables may include open-source components under their own licences, which continue to apply and take precedence for those components. We will list material open-source components on request and will not incorporate components under licences that would require the release of your proprietary code without your written agreement.
7.6 Portfolio. Unless you tell us otherwise in writing, we may identify you as a client and describe the general nature of the work in our marketing, without disclosing confidential information.
7.7 We warrant that, to the best of our knowledge, the deliverables as delivered will not infringe the intellectual property rights of any third party in the United Kingdom. If a claim is made, we may at our option procure a licence, modify or replace the affected item so that it does not infringe, or refund the fees paid for it and terminate the relevant licence. This clause states our entire liability for infringement and does not apply to infringement caused by your materials, your modifications, use in combination with items we did not supply, or use in breach of these Terms.
8. Confidentiality
8.1 Each party will keep the other’s Confidential Information confidential, use it only for the purpose of the engagement, and disclose it only to staff, contractors and professional advisers who need to know it and are bound by equivalent obligations. Confidential Information means information marked or reasonably understood to be confidential, including business plans, customer data, source code, pricing and the terms of any SOW.
8.2 The obligation does not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to the recipient, is independently developed, or must be disclosed by law or a regulator, provided the disclosing party is told where lawful.
8.3 These obligations continue for five years after the end of the engagement, and indefinitely for trade secrets and source code.
9. Data protection
9.1 Each party will comply with the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf as a processor, the data-processing terms at Schedule 1 below apply. Where we are a controller of personal data (for example your staff’s contact details for the purposes of managing the engagement), our Privacy notice applies.
9.2 You warrant that you have a lawful basis to share with us any personal data you provide, and that any instruction you give us in relation to personal data is lawful.
10. Warranties and remedies
10.1 We warrant that the Services will be performed with reasonable care and skill by suitably qualified people, and that for 30 days after acceptance (the “Warranty Period”) bespoke deliverables will perform materially in accordance with their SOW. If they do not, and you notify us within the Warranty Period, we will correct the non-conformity at no charge as your sole remedy. The warranty does not cover defects caused by your modifications, third-party components, changes to environments or systems we do not control, or use outside the SOW.
10.2 Except as expressly stated, all warranties, conditions and terms implied by law are excluded to the fullest extent permitted. We do not warrant that deliverables will be error-free, will meet requirements not stated in the SOW, or will achieve any particular business outcome, revenue, ranking or conversion rate.
10.3 Support and maintenance after the Warranty Period are provided only under a support SOW or subscription.
11. Liability
11.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the confidentiality clause, the indemnity at clause 7.7, or any liability that cannot lawfully be limited.
11.2 Subject to 11.1, neither party is liable for loss of profits, revenue, business, contracts, anticipated savings, goodwill or data, or for any indirect, special or consequential loss, however arising.
11.3 Subject to 11.1 and 11.2, our total aggregate liability arising out of or in connection with a SOW, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of £10,000 and 100% of the fees paid or payable under that SOW in the 12 months before the event giving rise to the claim.
11.4 You must bring any claim within 12 months of the event giving rise to it.
12. Term, suspension and termination
12.1 A SOW continues until the Services are completed or it is terminated. Recurring services (support, retainers, hosting management) run for the initial term stated and then renew for successive periods of the same length unless either party gives 30 days’ written notice to end them at the end of the current period.
12.2 Either party may terminate a SOW immediately by written notice if the other commits a material breach that is not remedied within 14 days of notice requiring it, becomes insolvent, or ceases to trade.
12.3 You may terminate a time-and-materials SOW for convenience on 14 days’ written notice, paying for work done and non-cancellable commitments up to the termination date. Fixed-price SOWs terminated for convenience are charged for work done at our time-and-materials rates, capped at the fixed price, plus non-cancellable commitments.
12.4 On termination you will pay all sums due, we will deliver work completed and paid for, each party will return or destroy the other’s Confidential Information on request, and clauses intended to survive (including 7, 8, 9, 11, 13 and 15) continue.
13. Non-solicitation
During an engagement and for six months afterwards, neither party will directly or indirectly solicit for employment or engage any employee or contractor of the other who was materially involved in the engagement, without the other’s written consent. A party in breach will pay the other a sum equal to 25% of the individual’s first-year gross remuneration as a genuine pre-estimate of recruitment cost. General advertisements not targeted at the other party’s staff do not breach this clause.
14. Subcontracting, assignment and force majeure
14.1 We may use subcontractors and remain responsible for their work. Either party may assign the benefit of a SOW with the other’s written consent, not to be unreasonably withheld; we may assign to a successor in business on notice.
14.2 Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages of third-party platforms, hosting or payment providers, provided it notifies the other promptly and uses reasonable efforts to mitigate. If such an event continues for more than 60 days either party may terminate the affected SOW on written notice.
15. General
15.1 These Terms and the SOW are the entire agreement between the parties for the Services and supersede prior proposals and discussions. Each party acknowledges it has not relied on any statement not set out in them, but nothing limits liability for fraud.
15.2 Notices must be in writing and sent by email to the addresses in the SOW (with confirmation of receipt) or by post to the registered office. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
15.3 If any provision is invalid or unenforceable it is deemed modified to the minimum extent necessary and the rest is unaffected. No waiver is effective unless in writing.
15.4 These Terms and any dispute or claim (including non-contractual disputes) arising out of or in connection with them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Before starting proceedings the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for at least 20 working days, and may agree to mediation.
Schedule 1: Data processing terms
Where HULO processes personal data on the Client’s behalf, this Schedule is the written contract required by Article 28 UK GDPR.
-
Subject matter and duration. Processing of personal data contained in the Client’s systems, data and content as necessary to perform the Services, for the duration of the SOW plus any retention period stated in it.
-
Nature, purpose and categories. Development, testing, integration, migration, support and maintenance of software; personal data of the Client’s customers, staff, suppliers and website visitors of the types held in the relevant systems; special-category data only where the SOW expressly identifies it.
-
Instructions. HULO processes personal data only on the Client’s documented instructions (the SOW and written directions), including for transfers outside the UK, unless required by law, in which case HULO will inform the Client where legally permitted.
-
Confidentiality and security. HULO ensures persons processing the data are bound by confidentiality, and implements appropriate technical and organisational measures including access control, encryption in transit, encrypted backups, least-privilege access, logging and secure development practices.
-
Sub-processors. The Client authorises HULO to use sub-processors for hosting, backup, email and error monitoring. HULO will make the current list available on request, give at least 14 days’ notice of changes, and remain responsible for sub-processors’ performance. The Client may object on reasonable grounds; if the objection cannot be resolved, either party may terminate the affected Services.
-
Data subject rights and assistance. HULO will assist the Client, at the Client’s reasonable cost where the request is not caused by HULO, with responding to data-subject requests, security of processing, breach notification and data-protection impact assessments.
-
Personal data breaches. HULO will notify the Client without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting the Client’s data, and will provide the information reasonably required for the Client’s own notifications.
-
Deletion or return. At the end of the Services HULO will, at the Client’s choice, return or securely delete the personal data and existing copies, unless retention is required by law. Backups are overwritten in the ordinary rotation within 90 days.
-
Audit. HULO will make available information necessary to demonstrate compliance and allow for audits, including inspections, conducted by the Client or an auditor mandated by the Client, on reasonable notice, no more than once a year unless required by a regulator or following a breach.
-
International transfers. HULO will not transfer personal data outside the United Kingdom without appropriate safeguards (such as UK adequacy regulations or the ICO’s International Data Transfer Agreement) and the Client’s prior authorisation.