Terms of Service
ASPIRE DIGITAL GROUP LIMITED Last Updated February 26, 2025
These Terms of Service and any terms expressly incorporated herein (together, the "Agreement") apply to any access to, or use of, any Services, as defined herein, made available by Aspire Digital Group Limited, a UK limited company, together with its subsidiaries and affiliates (the "Company", "we", "us" or "our"). For the purposes of this Agreement, the terms "Customer", "you", "your", "yourself" and "user" means you as the user of the Services.
By clicking the "Accept" button, checking the appropriate box, or by completing a purchase via our payment processor ("Stripe"), you acknowledge that you agree to be bound by this Agreement.
1. Services.
1.1 Nature of Services. The Company provides managed services including onboarding, data migration, integration, revenue operations, sales and marketing operations, inbound marketing, paid management, and search engine optimization (the "Services").
1.2 Order Forms, Digital Subscriptions, and Statements of Work. Services are set out in one or more order forms, digital checkout pages, or subscription plan selections (each, an "Order Form") and/or one or more statements of work ("Statement of Work"). For the avoidance of doubt, any subscription or service selected and paid for by the Customer via the Company’s website or Stripe shall constitute a valid and binding Order Form under this Agreement.
1.3 Third-Party Licenses. Customer agrees to be bound by and shall comply with all Third-Party Licenses, including but not limited to HubSpot's license terms.
1.4 Amendments to Scope. Either Party may request changes to the Services in writing (a "Change Request"). The Company is not obligated to perform tasks in a Change Request until both Parties agree in writing (email suffice) to the adjusted scope and fees.
1.5 Privacy Policy and Data Protection. The Company complies with the UK Data Protection Act 2018 and the GDPR. All information collected is subject to the Company's Privacy Policy.
2. Company Obligations.
The Company shall perform Services set forth in each Order Form or Statement of Work in accordance with the terms of this Agreement.
3. Customer Obligations.
3.1 Resources and Cooperation. Customer shall provide necessary materials, participate in scheduled meetings (with 2 business days' notice), and provide reasonable cooperation to enable the Company to perform the Services.
3.2 Customer Delays. Action or inaction by Customer causing a delay (a "Customer Delay") may result in the suspension of Services and responsibility for additional costs incurred by the Company.
3.3 Non-Solicitation. During the term and for 18 months thereafter, Customer agrees not to hire or solicit Company employees or contractors. Breach of this provision requires payment of liquidated damages equal to two (2) times the individual's annual compensation.
4. Fees and Payment.
4.1 Subscription Payments. Unless otherwise provided on an Order Form, all Fees for recurring Services are billed in advance. By providing a payment method via Stripe, the Customer authorises the Company to automatically charge all Fees on the Kickoff Date and each subsequent monthly (or periodic) anniversary thereafter.
4.2 Failed Payments. If an automatic charge fails, the Company will attempt to re-charge the payment method via Stripe. If payment is not successful within seven (7) days, the Company reserves the right to suspend Services immediately until the account is brought current.
4.3 Taxes. Customer is responsible for all sales, use, and excise taxes (VAT, etc.) imposed by governmental entities on payments made hereunder.
4.4 Late Payments. All late payments shall bear interest at 1.5% per month or the highest rate permissible by law. Customer shall reimburse Company for all reasonable costs incurred in collecting late payments.
5. Limited Warranty and Liability.
5.1 Standard of Service. Company warrants that it shall perform Services using personnel of industry-standard skill in a professional manner.
5.2 Exclusive Remedy. If Company breaches the warranty in 5.1, it shall attempt to cure the breach within 30 days. If uncured, Customer may terminate and receive a pro-rated refund for Services not yet provided.
5.3 No Guarantees. THE COMPANY MAKES NO GUARANTEES OF SUCCESS OR SPECIFIC REVENUE GOALS. SERVICES ARE PROVIDED "AS IS".
5.4 Limitation of Liability. IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THE APPLICABLE ORDER FORM FOR THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
6. Intellectual Property.
6.1 Deliverables. Upon full payment of fees, Intellectual Property Rights in final Deliverables shall be owned by the Customer. However, Company retains ownership of all proprietary templates, workflows, and processes developed by the Company used to create said Deliverables.
7. Confidentiality.
Parties shall protect and safeguard the confidentiality of "Confidential Information" with at least a commercially reasonable degree of care and only use such information to perform obligations under this Agreement.
8. Relationship of the Parties.
The Company is an independent contractor. Neither Party is an agent, representative, or partner of the other.
9. Term and Termination.
9.1 MSA Term. This Agreement remains in effect until terminated or until 6 months after the completion of all active Order Forms.
9.2 Subscription Term and Cancellation (30-Day Notice). Unless otherwise provided on an Order Form, each Subscription will automatically renew for additional terms of equal length unless the Customer provides the Company with written termination notice at least thirty (30) days prior to the end of the then-current term.
- Late Notice: If notice is received less than 30 days before the next billing date, one final billing cycle will apply, and termination will occur at the end of that subsequent period.
9.3 Termination for Cause. Either Party may terminate if the other Party materially breaches this Agreement (and fails to cure within 30 days) or becomes insolvent.
10. Indemnification.
Each Party shall indemnify the other against third-party claims arising from gross negligence, willful misconduct, or infringement of intellectual property rights.
11. Dispute Resolution.
Any dispute arising out of this Agreement shall be referred to and finally resolved by the courts of England and Wales, which shall have exclusive jurisdiction.
12. Miscellaneous.
12.1 Entire Agreement. This Agreement, including Order Forms and SOWs, constitutes the entire agreement between the Parties.
12.2 Amendments. The Company may modify this Agreement from time to time. We will notify you of material changes by updating the "Last Updated" date or via email. Continued use of Services after notice constitutes acceptance of the new Terms.
12.3 Governing Law. This Agreement is governed by the laws of England and Wales.
12.4 Publicity. Customer agrees that Company may identify Customer as a client on its website and marketing materials.
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