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Terms & Conditions for Cogent Connective

Last updated: 26 October 2026

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1. About these terms

1.1 These terms of business apply to all services supplied by Cogent Connective Limited, a company registered in Scotland (company number SC774434), whose registered office is at Unit 9 Main Street, Glencarse, Perth, Scotland, PH2 7LX ("Cogent", "we", "us"), to the business named on the Quote ("you").

1.2 These terms apply to business customers only. You confirm you are entering into the Agreement for the purposes of your trade, business or profession.

1.3 In these terms:

• Agreement means the signed Quote, any Statement of Work and these terms, read together under clause 2.
• Quote means our quotation, including its line items, payment schedule and quote terms, once signed or accepted by you.
• Statement of Work or SOW means the description of the scope, deliverables, timeline and responsibilities for a project, whether included in the Quote or provided separately.
• Services means the services described in the Quote or SOW, as set out in clause 3.
• Stage means a phase of a project as set out in the SOW, for example Confirm, Deploy, Adopt and Level Up.
• Subscription means a service billed on a recurring basis, including OW Sync connectors, retainers and support plans.
• Deliverables means the configuration, documentation, code, reports and other materials we produce for you under the Agreement.
• Client Data means the data you or your users put into, or hold in, your systems, including personal data.
• Cogent IP means our methods, frameworks (including The Cogent Blueprint and The APPS Principle), templates, know-how, tools and software, including OW Sync, whether existing before or developed during the Agreement.
• Third-Party Products means software or services supplied by others, including HubSpot, ERP systems, data providers and AI services.
• Working Day means a day other than a Saturday, Sunday or bank holiday in Scotland.

1.4 "Including" means including without limitation. Headings do not affect interpretation. "In writing" includes email.

2. How the agreement is formed

2.1 A Quote is an offer valid until its expiry date. The Agreement starts when you sign or accept the Quote and we receive the first payment due under it.

2.2 If documents conflict, they take priority in this order: (a) the Quote's line items and payment schedule; (b) the SOW; (c) the Quote's own terms; (d) these terms of business.

2.3 Your own terms (for example on a purchase order) do not apply, even if referred to in later correspondence.

2.4 We may update these terms from time to time. An update applies to a signed Agreement only from its next renewal, or 30 days after we tell you in writing, whichever is later. Updates never change prices or scope already agreed in a signed Quote.

3. Our services

3.1 We provide the Services described in the Quote and SOW. They may include:

• HubSpot implementation, configuration, migration and consultancy;
• OW Sync connectors and other integrations between HubSpot and ERP or other business systems;
• custom development, including apps, modules, serverless functions and integrations hosted by us or in your accounts;
• AI agents, prompts and automation;
• training, enablement, adoption support and ongoing support or retainers.

3.2 We will carry out the Services with reasonable skill and care, using suitably experienced people, and in line with good industry practice.

3.3 We deliver projects in Stages following The Cogent Blueprint. Timelines in a Quote or SOW are estimates that depend on you meeting your responsibilities under clause 4.

3.4 We may use subcontractors to deliver parts of the Services. We remain responsible for their work.

3.5 Anything not described in the Quote or SOW is out of scope and is handled under clause 5.

4. Your responsibilities

4.1 You will:

• name a project lead with authority to make decisions and give sign-off;
• give us timely access to your systems, data, people and premises as the Services need;
• provide accurate and complete information, and tell us promptly of anything that may affect the Services;
• make your users available for workshops and training;
• hold and pay for the Third-Party Products the Services rely on;
• keep your own backups of Client Data and check data before and after any migration or import;
• comply with the law, including data protection and electronic marketing law, in how you use the Services and Deliverables.

4.2 If you delay or do not meet these responsibilities, we are not liable for the resulting delay. The timeline moves accordingly, and extra time we spend as a result may be charged under clause 5.

5. Changes, stage sign-off and delays

5.1 Change control. Either of us may ask for a change to the scope in writing (email is enough). We will review the request and, if we accept it, send a separate quotation with its cost and effect on the timeline. No extra work starts until you approve that quotation in writing.

5.2 Stage sign-off. At the end of each Stage we will ask your project lead to sign off its Deliverables by email. The next Stage starts once the Stage is signed off.

5.3 Deemed acceptance. If you have not signed off a Stage or told us in writing of a specific way it does not meet the SOW within 5 Working Days of our request, the Stage is treated as accepted. We will fix any genuine shortfall you report within the scope of the SOW.

5.4 Inactivity. If a project has no activity for more than 30 days for reasons outside our control, we may treat the remaining Stages as expired. Fees already invoiced or due stay payable. We will quote separately to complete the remaining work.

5.5 Rescheduling. If you cancel or move a booked workshop or training session with less than 2 Working Days' notice, we may charge for the time reserved.

6. Fees, invoicing and payment

6.1 Our fees are set out in the Quote. All prices exclude VAT, which we add at the prevailing rate where it applies.

6.2 Invoices are raised in advance on the 1st of each month, in line with the payment schedule in the Quote. If you sign part-way through a month, the first invoice is raised when you sign.

6.3 Payment is due on receipt of invoice. We do not offer credit terms. Work on each Stage or line item starts once the payment due for it has been received.

6.4 Instalments follow the payment schedule even if a Stage finishes earlier than planned.

6.5 Additional development and change requests charged by time are invoiced weekly, with payment due on receipt of invoice.

6.6 Payment is made by bank transfer to the account on our invoice, in the currency of the Quote, without deduction or set-off.

6.7 Late payment. If any amount is not paid when due, we may:

• charge interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% a year above the Bank of England base rate, from the due date until payment;
• suspend the Services, including Subscriptions and connectors, after giving you 5 Working Days' notice in writing, until all overdue amounts are paid;
• recover our reasonable costs of collecting the debt.

6.8 If you dispute part of an invoice, tell us in writing within 5 Working Days of receiving it and pay the undisputed part when due.

6.9 We may review our rates once a year. Changes do not affect fees already agreed in a signed Quote, and Subscription price changes follow clause 7.5.

7. Subscriptions and retainers

7.1 Subscriptions start on the billing start date in the Quote, are invoiced on activation and then on the 1st of each billing period, and run for the term in the Quote. If no term is stated, the minimum term is 3 months. OW Sync connector subscriptions also follow our OW Sync Connector Terms, which take priority over this clause 7 on OW Sync matters, including their term and renewal.

7.2 After its term, a Subscription renews automatically for the same billing period until either of us gives at least 30 days' notice in writing, ending at the end of a billing period.

7.3 OW Sync connectors are subscription services covering standard data synchronisation between the connected systems. The Subscription includes hosting, maintenance, updates and support for the connector itself, and any standard workflows, dashboards or reports supplied with the connector package. It does not include bespoke development, extra HubSpot configuration, new HubSpot assets beyond those included with the connector, or other consultancy, which we quote separately.

7.4 Connector onboarding fees are one-off fees charged in the month stated in the Quote.

7.5 We may change Subscription prices by giving at least 60 days' notice in writing, taking effect from the next renewal.

7.6 Unused hours. Hours in a project, retainer or Subscription that you do not use in the period they relate to cannot be refunded or carried over, unless we agree otherwise in writing.

7.7 Connectors depend on the APIs of the connected systems. If a third party changes or withdraws an API, we will use reasonable efforts to adapt the connector. Major rework caused by a third-party change may be quoted separately.

8. Third-party products

8.1 You buy Third-Party Products, including HubSpot licences and credits, directly from their suppliers under their own terms. Their fees are not included in our Quote unless a line item says otherwise.

8.2 We are not responsible for the availability, performance, security, pricing or changes of Third-Party Products, or for losses caused by them.

8.3 Where a supplier waives or reduces its own onboarding fee because we deliver the implementation, that is a matter between you and the supplier.

9. Intellectual property

9.1 Your data and systems. You own your Client Data and the configuration of your own HubSpot portal and other systems, including properties, pipelines, workflows, reports and content we build there for you. You may use and change them freely.

9.2 Our IP. We own all Cogent IP. Nothing in the Agreement transfers it to you.

9.3 Deliverables. Once you have paid the fees for them in full, you have a non-exclusive, perpetual, non-transferable licence to use, copy and adapt the Deliverables, and any Cogent IP built into them, for your own internal business purposes.

9.4 Code and apps we host or run for you (including OW Sync connectors) are licensed for use only while the related Subscription is active. They are not handed over or licensed for you to run yourself unless agreed in a Quote.

9.5 You may not resell, sublicense or reverse engineer Cogent IP, or use it to provide services to others.

9.6 You grant us a licence to use your Client Data, marks and materials only as needed to provide the Services.

9.7 Unless you tell us otherwise in writing, we may name you as a client and describe the work in general terms. We will not publish confidential details or case studies without your approval.

10. Confidentiality

10.1 Each of us will keep the other's confidential information secret, use it only for the Agreement, and share it only with staff, subcontractors and advisers who need it and are bound by similar duties.

10.2 This does not apply to information that is public through no fault of the receiver, was already known to the receiver, is independently developed, or must be disclosed by law or a regulator.

10.3 This clause continues for 3 years after the Agreement ends, and indefinitely for trade secrets and personal data.

11. Data protection

11.1 Each of us will comply with the UK General Data Protection Regulation and the Data Protection Act 2018.

11.2 When we process personal data in Client Data on your behalf, you are the controller and we are the processor. We will process it only on your documented instructions and only to provide the Services.

11.3 Our Data Processing Schedule forms part of the Agreement and sets out the processing details, security measures, sub-processors, international transfers, breach notification and return or deletion of data.

11.4 You are responsible for having a lawful basis for the personal data you hold and for your marketing consents.

11.5 Our Privacy Policy at https://cogentconnective.com/privacy-policy explains how we handle personal data about your staff as our business contacts.

12. AI features and outputs

12.1 The Services may include setting up or using AI features, such as HubSpot Breeze, AI agents, prompts and automated content or data enrichment. These features are Third-Party Products and generate outputs automatically.

12.2 AI outputs can be inaccurate, incomplete or inappropriate. You are responsible for reviewing them before relying on them, and in particular before using them in pricing, contractual, financial, legal, employment or other business-critical decisions, or sending them to customers.

12.3 Agents are tuned over time. We do not promise any particular result, accuracy level or volume from an AI feature.

12.4 You are responsible for deciding which Client Data may be used with AI features, in line with your own policies and data protection duties. We will configure them as you instruct.

13. Warranties

13.1 We warrant that we will provide the Services as described in clause 3.2. If a Deliverable does not meet the SOW and you tell us in writing within 30 days of its sign-off, we will correct it at no extra cost. This is your main remedy for defective Services.

13.2 We do not warrant that systems, connectors or AI features will be error-free or uninterrupted, or that the Services will achieve a particular business result.

13.3 All other warranties and conditions, whether implied by statute or otherwise, are excluded to the extent the law allows.

14. Limitation of liability

14.1 Nothing in the Agreement 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 by law.

14.2 Neither of us is liable for loss of profits, revenue, business, goodwill or anticipated savings, for loss or corruption of data, or for any indirect or consequential loss.

14.3 Our total liability arising from or in connection with the Agreement, whether in contract, delict (including negligence), breach of statutory duty or otherwise, is limited to the fees you paid us under the Agreement in the 12 months before the event giving rise to the claim.

14.4 Clause 14.3 does not limit your duty to pay fees due under the Agreement.

15. Term, suspension and termination

15.1 The Agreement lasts until the Services in the Quote are complete and any Subscriptions have ended under clause 7.

15.2 Either of us may end a project for convenience by giving 30 days' notice in writing. You must pay for all work done up to the end of the notice period, any instalments already due, and any non-cancellable third-party costs we have committed to for you.

15.3 Either of us may end the Agreement straight away by notice in writing if the other:

• commits a material breach that cannot be remedied, or does not remedy it within 14 days of being asked to;
• becomes insolvent, enters administration, liquidation or a similar process, or stops trading.

15.4 We may suspend the Services under clause 6.7, or straight away if your use of them breaks the law or puts our systems or other clients at risk.

15.5 When the Agreement ends:

• all unpaid fees for work done become payable at once;
• each of us returns or deletes the other's confidential information, subject to clause 11.3;
• for 30 days, on request, we will provide your Client Data held by us in a standard format, after which we may delete it;
• clauses 6, 9, 10, 11, 14, 15.5, 16 and 19 continue.

16. Non-solicitation

16.1 During the Agreement and for 12 months after it ends, you will not directly or indirectly employ or engage any of our staff or subcontractors who worked on the Services without our written consent. General job adverts not aimed at our people are allowed.

16.2 If you breach clause 16.1, you will pay us a fee equal to 25% of that person's first-year salary or annual fees, as a genuine estimate of our loss of investment in recruiting and training them.

17. Force majeure

17.1 Neither of us is liable for delay or failure caused by events beyond our reasonable control, including outages of Third-Party Products, internet or hosting failures, cyber attacks we could not reasonably prevent, pandemic, strikes or government action. This does not excuse late payment.

17.2 If such an event lasts more than 60 days, either of us may end the affected Services by notice in writing, paying for work done to that date.

18. General

18.1 Entire agreement. The Agreement is the whole agreement between us about its subject and replaces earlier discussions and proposals. Neither of us relies on any statement not set out in it. A proposal page or presentation describes our approach but is not part of the Agreement unless the Quote says so.

18.2 Notices. Notices must be in writing and sent by email to the contact named in the Quote (for us, support@cogentconnective.com) or by post to the registered office. An email notice is received on the next Working Day after sending.

18.3 Assignment. You may not transfer the Agreement without our written consent. We may transfer it to a group company or to a buyer of our business, and will tell you if we do.

18.4 Variation. Changes to the Agreement must be in writing and agreed by both of us, except as set out in clauses 2.4, 6.9 and 7.5.

18.5 Severability. If any part of the Agreement is found unenforceable, the rest stays in force.

18.6 Waiver. A delay in enforcing a right is not a waiver of it.

18.7 Third-party rights. Only you and we may enforce the Agreement.

18.8 Relationship. Nothing in the Agreement creates a partnership, joint venture or employment.

19. Governing law, disputes and contact

19.1 The Agreement and any dispute arising from it are governed by the law of Scotland.

19.2 Before starting proceedings, each of us will try to resolve a dispute by escalating it to a director of each party, who will meet (in person or online) within 14 days of a written request.

19.3 The Scottish courts have exclusive jurisdiction, except that either of us may seek urgent interim relief in any court.

19.4 Contact. Cogent Connective Limited, Unit 9 Main Street, Glencarse, Perth, Scotland, PH2 7LX. Company number SC774434. Email support@cogentconnective.com. Telephone 01738 210218.

Effective date: 26th October 2026.