1. Interpretation

1.1 Definitions

In these Conditions, the following definitions apply:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks are open for business.

Charges: the charges payable by the Customer for the supply of the Services as set out in clause 6.

Commencement Date: the date on which the Contract comes into effect as set out in clause 2.2.

Conditions: these terms and conditions as updated from time to time.

Contract: the agreement between Hashtag Hugo and the Customer for the supply of Services.

Customer: the person or organisation who purchases the Services from Hashtag Hugo.

Customer Materials: all documents, materials, designs, artwork, specifications, or data supplied by the Customer.

Deliverables: the final outputs produced by Hashtag Hugo for the Customer, as set out in the Specification.

Intellectual Property Rights: all patents, copyrights, trade marks, design rights, database rights, and other intellectual property rights, whether registered or unregistered.

Interim Deliverables: drafts, designs, or materials provided to the Customer for review before final Deliverables.

Non-Chargeable Amendment Allowance: an amount of time equal to 10% of any Project Stage Time Estimate.

Order: the Customer’s order for Services.

Project: the total work agreed with the Customer.

Project Price: the total Charges for the Services for a fixed-price project.

Project Stage: a specific stage of the Project as set out in the Specification.

Project Stage Time Estimate: Hashtag Hugo’s estimated time to complete a Project Stage.

Services: the marketing, creative, or other services provided by Hashtag Hugo.

Specification: the written description of Services agreed between Hashtag Hugo and the Customer.

Supplier IPRs: all Intellectual Property Rights in the Deliverables excluding Customer Materials.

Supplier Materials: materials, documents, and tools provided by Hashtag Hugo to the Customer.

1.2 Construction

In these Conditions:

References to a “person” include individuals, companies, or other legal entities.

References to statutes include amendments or re-enactments.

Words like “including” or “in particular” are illustrative and not limiting.

References to “writing” include email.

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Services.

2.2 The Contract is formed at the earlier of:

(a) Hashtag Hugo issuing written acceptance of the Order; or

(b) Hashtag Hugo commencing work on the Services.

2.3 The Contract constitutes the entire agreement between the parties.

2.4 Descriptions, catalogues, and advertising are for guidance only and do not form part of the Contract.

2.5 These Conditions apply exclusively, excluding any other terms from the Customer.

2.6 Any prices in the Specification are valid for 20 Business Days only.

2.7 Prior estimates or quotations do not constitute an offer.

3. Supply of Services

3.1 Hashtag Hugo shall provide the Services in accordance with the Specification.

3.2 Performance dates are estimates only. Time is not of the essence.

3.3 Hashtag Hugo may make changes to comply with legal or safety requirements, notifying the Customer where relevant.

4. Additional Services

4.1 Additional services not included in the Specification require a separate agreement.

4.2 The Customer shall provide information reasonably requested to prepare a further Specification.

5. Customer Obligations

5.1 The Customer shall:

Ensure accuracy of all information provided.

Co-operate with Hashtag Hugo in all matters relating to the Services.

Provide access, facilities, and materials as reasonably required.

Maintain all necessary permissions and consents.

Safeguard and return Hashtag Hugo materials as instructed.

5.2 If the Customer fails to meet obligations (“Customer Default”), Hashtag Hugo may:

Suspend Services until remedied.

Be relieved from liability for delays caused by the Customer.

Recover any costs or losses incurred due to the Customer Default.

6. Charges and Payment

6.1 The Customer shall pay the Charges for Services.

6.2 Time & Materials Basis: invoiced monthly at standard hourly rates.

6.3 Fixed Price Basis: payment terms set out in the Specification.

6.4 Additional expenses and third-party costs may be charged if agreed in advance.

6.5 Invoices are payable within 30 days in full.

6.6 VAT, if applicable, is payable in addition to Charges.

6.7 Services may be suspended until advance payments are made.

6.8 Late payments incur interest at 8% above the Bank of England base rate.

6.9 All payments must be made in full without deductions, except as required by law.

6.10 Standard rates may increase once per year with 28 days’ notice.

7. Approval of Interim Deliverables

7.1 Interim Deliverables may be provided for review.

7.2 The Customer must notify Hashtag Hugo of any issues within 10 days.

7.3 If no notice is given, Deliverables are deemed accepted.

7.4 Amendments outside the Non-Chargeable Amendment Allowance are chargeable.

7.5 Non-Chargeable Amendment Allowance applies per Project Stage.

8. Delivery of Deliverables

8.1 Upon final approval and payment, Hashtag Hugo delivers the final Deliverables.

9. Intellectual Property Rights

9.1 Hashtag Hugo retains ownership of its IPRs; the Customer retains rights to Customer Materials.

9.2 Paid-up, non-exclusive licences are granted to the Customer for use of Deliverables.

9.3 Sub-licensing requires written permission.

9.4 Licences terminate if the Contract is terminated for non-payment or breach.

9.5 Hashtag Hugo may use Customer Materials for providing Services and marketing.

9.6 Indemnities apply for third-party IP claims.

9.7 Third-party licences required for Deliverables are obtained by Hashtag Hugo.

9.8 Hashtag Hugo may use Deliverables for marketing and promotion.

10. Confidentiality

10.1 Neither party shall disclose confidential information, except as allowed in 10.2.

10.2 Confidential information may be disclosed:

To employees, subcontractors, or advisers needing it to perform obligations.

As required by law.

10.3 Confidential information is used only for Contract purposes.

10.4 These obligations survive termination.

11. Limitation of Liability

11.1 Liability is not limited for:

Death or personal injury caused by negligence

Fraud

Breach of statutory implied terms for title and quiet possession

11.2 Other liability is limited to the greater of £1,000 or 1.5× Charges paid.

11.3 Terms implied by the Supply of Goods and Services Act 1982 are excluded where permitted.

12. Termination

12.1 Customer may terminate with 6 month’s written notice.

12.2 Immediate termination may occur for:

Material breach not remedied within 7 days

Insolvency or financial distress

Ceasing business operations

12.3 Hashtag Hugo may terminate immediately for non-payment.

12.4 Services may be suspended if termination events occur.

13. Consequences of Termination

Outstanding invoices are payable immediately.

Supplier Materials and unpaid Deliverables must be returned.

Licences for unpaid Deliverables are revoked.

Accrued rights and surviving clauses remain in effect.

14. Force Majeure

14.1 Events beyond reasonable control, e.g., strikes, fire, flood, act of God.

14.2 Hashtag Hugo is not liable for delays caused by Force Majeure.

14.3 If Force Majeure lasts more than 6 weeks, Hashtag Hugo may terminate.

15. Assignment

Hashtag Hugo may assign or subcontract its rights or obligations.

The Customer may not assign or subcontract without written consent.

16. Variation

No variation is effective unless agreed in writing and signed.

17. Waiver

Waivers must be in writing and do not affect future rights.

18. Severance

Invalid provisions are modified or removed without affecting the rest of the Contract.

19. Notices

Notices must be in writing via post, courier, fax, or email and are deemed received based on delivery method.

20. Inadequacy of Damages

The Customer agrees that damages alone are not sufficient for breaches of clauses 9 and 10; equitable remedies may apply.

21. Third Parties

No third party may enforce these terms.

22. Governing Law

The Contract is governed by the law of England and Wales.

23. Jurisdiction

The courts of England and Wales have exclusive jurisdiction.

24. No Partnership or Agency

Nothing creates a partnership or agency between the parties.