1. Definitions
1.1. The following defined terms shall have the meanings set out below:
Applicable Law means any applicable law, rule, regulation, regulatory guidance or opinion, code of conduct, licence, permit, treaty and any order or decree of any court or arbitrator.
Business Day means 9:00am to 5:00pm Monday to Friday excluding any day that is a public holiday in England.
Confidential Information means all confidential information (however recorded or preserved) disclosed by the Disclosing Party to the Receiving Party after the Contract Start Date and in connection with the Contract including, but not limited to, any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, inventions, designs, trade secrets or software of the Disclosing Party (or of any member of the group of companies to which the Disclosing Party belongs).
Contract means these Terms together with the Order Form.
Contract Start Date means the date on which the Order Form is executed in accordance with clause 2.1.
Customer means you, the business purchasing the Marketing Services Bundle.
Customer Default shall have the meaning set out in clause 6.3.
Data Protection Legislation means all Applicable Law governing the protection and/or processing of Personal Data and on the free movement of such data which applies to either party’s processing activities under this Contract. This may include the Data Protection Act 2018 (UK) and the UK GDPR, as well as any applicable laws or regulations amending or implementing any of the foregoing.
Disclosing Party means a party disclosing Confidential Information under this Contract.
Fee means the total amount payable by the Customer to Hubexo for the Marketing Services Bundle.
Force Majeure Event means any failure or delay in the Marketing Services or any part thereof occasioned by circumstances beyond the reasonable control of Hubexo including (but not limited to) acts of God, fire, flood, explosion, accident, epidemic, pandemic, terrorist attack, war, computer viruses/malware, breakdown of equipment, failure of telecoms, internet or utilities (regardless of cause), governmental action, order or interference and labour disputes involving Hubexo, the Customer and/or any third party.
Hubexo means Hubexo North UK Limited, a company incorporated and registered in England and Wales (company number 978271) whose registered office is at The Old Post Office, St Nicholas Street, Newcastle upon Tyne, NE1 1RH.
Hubexo Intellectual Property means all Intellectual Property Rights in the processes and/or procedures followed by, and software used by, Hubexo and in the techniques used by Hubexo in the creation and/or development of any of the Marketing Services or any other Hubexo Services and products and those arising out of, or in any way connected to, the provision of the Marketing Services and all other Intellectual Property Rights that arise, or are obtained or developed by Hubexo in connection with the Contract.
Hubexo Services means the suite of products and services promoted, sold and distributed by Hubexo.
Intellectual Property Rights means the patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software including rights in the source code of that software, database rights, work product, rights in confidential information (including know-how and trade secrets) and any other Intellectual Property Rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Invoicing Company means a company nominated by the Customer to whom Hubexo shall address invoices and from whom it may recover debts.
Losses means all liabilities, costs, expenses, damages and losses including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses.
Marketing Services means the marketing opportunities available to purchase from Hubexo, including but not limited to, social media posts, NBS Chorus login advert, sponsorship of the CPD showcase newsletter, Hubexo newsletter advert, product showcase newsletter article, Hubexo partner email, sponsorship of a webinar, research reports adverts, case study/advertorial/spotlight article on the Hubexo website, enhancement of NBS Source profile, Hubexo events sponsorship as set out on the Order Form.
Marketing Services Bundle means Marketing Services purchased by the Customer from Hubexo to promote and resell to Subscribers.
Order Form means the signed document which details the items the Customer has committed to purchase from Hubexo and forms part of the Contract together with these Terms.
Receiving Party means a party receiving Confidential Information under this Contract.
Subscriber/Subscribers means any person(s) or company who is not party to the Contract, but who is a client of the Customer, has a current subscription to a Hubexo Service, and has been given a right to access the Marketing Services by the Customer.
Terms means these terms and conditions which govern the Contract (together with any amendments to these terms and conditions provided in writing on the Order Form) and may be updated from time to time in accordance with clause 15. The current version of the Terms is available at https://www.thenbs.com/legal).
UK GDPR means the United Kingdom General Data Protection Regulation.
Update any update to these Terms and Conditions as more particularly set out in clause 13.1.
2. GENERAL
2.1. The Contract shall come into existence only when a fully completed Order Form is sent to the Customer by a representative of Hubexo, signed by or on behalf of the Customer and delivered to Hubexo.
2.2. This Contract will supersede all previous agreements, or parts of agreements, between the parties for the provision of Marketing Services.
2.3. To the extent of any conflict between these Terms and the Order Form, the Order Form will take priority.
2.4. The Customer acknowledges this Contract represents a business to business transaction only. Use of the Marketing Services shall be for business purposes only and consumer legal protections shall not apply to this Contract.
2.5. These Terms, as updated or amended by Hubexo from time to time, apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. MARKETING SERVICES
3.1. Customer shall purchase a Marketing Services Bundle from Hubexo, as set out in the Order Form, and resell the Marketing Services included in the Marketing Services Bundle to Subscribers.
3.2. Hubexo agrees to provide the Marketing Services in accordance with these Terms and the relevant Order Form, using reasonable care and skill, and in accordance with Applicable Law.
3.3. The Customer shall in relation to all Marketing Services:
3.3.1. commit to the Contract, and shall pay to Hubexo the Fee as specified in the relevant invoice;
3.3.2. co-operate with Hubexo in all matters relating to the Marketing Services; and
3.3.3. obtain and maintain all necessary licences and consents to comply with all Applicable Law.
3.4. Hubexo shall provide Marketing Services to the Subscribers in accordance with the description of the same set out on the Order Form.
3.5. Hubexo shall:
3.5.1. endeavour to respond as soon as practicable to any reasonable enquiries from the Customer concerning the Marketing Services,
3.5.2. provide the Customer with such information and support as Hubexo, in its sole discretion, considers appropriate to enable the Customer to discharge its reseller duties properly and efficiently.
3.6. The Customer shall pay the Fee for the Marketing Services Bundle specified on the Order Form in accordance with clause 4.2.
3.7. Hubexo shall be free to:
3.7.1. Appoint any other distributor, reseller or agent to sell Marketing Services to Subscribers;
3.7.2. Sell the Marketing Services directly to Subscribers.
4. PAYMENT
4.1. Hubexo will invoice the Customer for the Fee following signature of the Order Form.
4.2. All invoices must be paid within 30 days of issue, irrespective of whether the Customer has received the corresponding payment from the Subscriber(s). Hubexo shall be under no obligation to perform any of its obligations under the Contract unless and until the Fee is paid in full.
4.3. The Customer acknowledges and agrees that it is its sole responsibility to finance the Fee on a basis which is commercially appropriate for its business. Where finance is provided by a third party, then the Customer is solely responsible for discharging its obligations to such third party. In the event that the Customer chooses to cancel the services of such third party, the Customer is liable for the remaining value of the Fee.
4.4. Hubexo reserves the right to charge interest and late payment compensation in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 or such other similar legislation as may be enacted from time to time on any such overdue sums. For the avoidance of doubt, in addition to interest payments the Customer shall pay all reasonable costs and expenses incurred by Hubexo in enforcing this Contract and recovering monies owed to Hubexo by the Customer. Hubexo may recover such costs and expenses from any other sums received from the Customer.
5. HUBEXO OBLIGATIONS, WARRANTIES AND LIMITATION OF LIABILITY
5.1. Hubexo shall:
5.1.1. endeavour to respond as soon as practicable to any reasonable enquiries from the Customer concerning the Marketing Services.
5.1.2. provide the Customer with such information and support as Hubexo, in its sole discretion, considers appropriate to enable the Customer to discharge its reseller duties properly and efficiently.
5.2. Hubexo warrants that the Marketing Services will be provided with reasonable skill and care.
5.3. Hubexo does not warrant that the Marketing Services will meet the Customer’s or Subscriber’s requirements, or that the hosting or performance of any of the Marketing Services will be uninterrupted or error free. The Customer purchases the Marketing Services at the Customer’s own risk and subject to clause 5.4, in no event will Hubexo be liable to the Customer for any loss or damage of any kind arising from the use of or inability to use the Marketing Services or from errors whether caused by negligence or otherwise, except as expressly provided in these Terms.
5.4. Hubexo has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in these Terms reflect the insurance cover Hubexo has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
5.5. Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, and fraud or fraudulent misrepresentation.
5.6. Subject to clause 5.5, Hubexo’s total liability to the Customer shall not exceed the aggregate amount of the Fee paid or payable to Hubexo in the immediately preceding period of twelve months. Hubexo’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
5.7. Subject to clause 5.5 the following types of loss are wholly excluded:
5.7.1. loss of profits;
5.7.2. loss of sales or business;
5.7.3. loss of agreements or contracts;
5.7.4. loss of anticipated savings;
5.7.5. loss of use or corruption of software, data or information;
5.7.6. loss of or damage to goodwill; and
5.7.7. indirect or consequential loss.
5.8. Hubexo shall not be responsible for loss occasioned to any person acting or refraining from action as a result of using the Marketing Services or any Hubexo website. The Marketing Services are offered as is and without any warranties as to the results obtained from their use.
5.9. For the avoidance of doubt, Hubexo shall not be liable for any loss resulting from, or in any way arising out of or in connection with, any third party’s:
5.9.1. inappropriate use of the Marketing Services;
5.9.2. failure to exercise reasonable levels of due care and attention when using the Marketing Services; or
5.9.3. failure to exercise reasonable levels of professional skill and competence when using Marketing Services.
5.10. This clause 5 shall survive termination of the Contract.
6. CUSTOMER’S OBLIGATIONS AND WARRANTIES
6.1. The Customer shall:
6.1.1. co-operate with Hubexo in all matters relating to the Marketing Services;
6.1.2. only sell Marketing Services to a Subscriber is such Subscriber maintains an active subscription to a Hubexo Service, and that such subscription remains valid on the date the Marketing Services are utilised by the Subscriber.
6.1.3. procure that the Subscribers will not resell the Marketing Services onto any third party.
6.1.4. deal with any queries, issues or complaints from Subscribers relating to the Marketing Services in the first instance. If the Customer is unable to deal with such query, issue or complaint then they shall escalate it to Hubexo.
6.1.5. notify Hubexo within 2 Business Days of each sale of Marketing Services to a Subscriber.
6.1.6. enter into agreements with the Subscribers for the sale of the Marketing Services.
6.1.7. not assign, novate, transfer, mortgage, sub-licence, charge or otherwise dispose of or encumber this Contract, or any of its rights or obligations under it without the prior written consent of Hubexo, and Hubexo hereby consents to any novation pursuant to clause 16.8;
6.1.8. not at any time during the Contract, or at any time thereafter, hold itself out to be the author, owner or supplier of any Hubexo Services.
6.2. The Customer warrants that it is authorised to enter into this Contract on behalf of itself and, if applicable, the Invoicing Company.
6.3. It is Customer’s sole responsibility to obtain payment from Subscribers for the Marketing Services.
6.4. If Hubexo’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
6.4.1. Hubexo shall, without limiting its other rights or remedies, have the right to suspend performance of the Marketing Services in whole or in part until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Hubexo’s performance of any of its obligations;
6.4.2. Hubexo shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Hubexo’s failure or delay to perform any of its obligations as set out in this clause 6; and
6.4.3. the Customer shall reimburse Hubexo on written demand for any costs or losses sustained or incurred by Hubexo arising directly or indirectly from the Customer Default.
7. RESTRICTIONS
7.1. The Customer may not reproduce in any form any part of the Marketing Services, or any materials or software used or created in the provision of the Marketing Services except as expressly provided for in these Terms.
7.2. Except with Hubexo’s express, prior written consent (there being no presumption that Hubexo shall give its consent), the Customer may not at any time during the Contract, or at any time thereafter:
7.2.1. permit any third parties, other than Subscribers, to use or access the Marketing Services;
7.2.2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Marketing Services in any form or media or by any means; or
7.2.3. licence, sell, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Marketing Services available to any third party, other than Subscribers.
7.3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Marketing Services and, in the event of any such unauthorised access or use, promptly notify Hubexo.
8. DATA PROTECTION AND CONFIDENTIALITY
8.1. Hubexo shall comply with its privacy policy available at https://www.thenbs.com/legal/privacy-policy, as such document may be amended from time to time by Hubexo in its sole discretion.
8.2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Legislation.
8.3. The provisions of this clause shall not apply to any Confidential Information that:
8.3.1. is hosted on any Hubexo website and is therefore available to the public;
8.3.2. is or becomes otherwise generally available to the public (other than as a result of its disclosure by the Receiving Party in breach of this clause);
8.3.3. was available to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party;
8.3.4. was, is, or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party’s knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party;
8.3.5. the parties agree in writing is not confidential or may be disclosed; or
8.3.6. is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party.
8.4. The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential and shall not:
8.4.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract; or
8.4.2. disclose such Confidential Information in whole or in part to any third party, except its own employees, or as expressly permitted by this clause 8.
8.5. Hubexo may disclose the Customer's Confidential Information to Hubexo employees who need to know such Confidential Information for the purposes of providing the Marketing Services, provided that:
8.5.1. it informs such Hubexo employees of the confidential nature of the Confidential Information before disclosure;
8.5.2. it procures that Hubexo employees shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this Contract.
8.6. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, by a court or other authority of competent jurisdiction or by the rules of any listing authority or stock exchange provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
8.7. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these Terms are granted to the other party, or to be implied from the Contract.
9. INTELLECTUAL PROPERTY, FEEDBACK, AND CERTIFICATION
9.1. All of the Intellectual Property Rights in the Hubexo Intellectual Property are, and shall remain at all times, the sole and exclusive property of Hubexo or its licensors. All such rights are reserved, and no licence or permission is to be implied or granted hereunder except as explicitly set out in these Terms.
10. TERMINATION
10.1. Without affecting any other right or remedy available to it, the Contract will terminate after the earlier of the date the final Marketing Service has been delivered or 12 months from the Contract Start Date.
10.2. Without affecting any other right or remedy available to it, Hubexo may terminate the Contract with immediate effect by giving written notice to the Customer in the event that the Customer fails to pay any amount due under the Contract on the due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so.
10.3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party in the event that:
10.3.1. the other party commits a material breach of the Contract which breach is irremediable, or if such breach is remediable, fails to remedy such breach within 14 days of the receipt of notification in writing to do so; or
10.3.2. the other party has a receiver and/or manager and/or an administrator appointed over all or part of its assets or it enters into liquidation whether compulsory or voluntary (other than for the purposes of the bona fide solvent reconstruction) or otherwise enters into any arrangement or composition with its creditors or otherwise expresses an inability to pay its debts when they become due; or
10.3.3. an order is made, or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding up order against it; or
10.3.4. the other party ceases, or threatens to cease, to trade.
10.4. Any termination of this Contract will be without prejudice to Hubexo’s rights existing at the date of termination and the Customer shall not be entitled to any refund of Fee, unless the Customer has terminated under clause 10.2.1, in which case the Customer shall be entitled to a pro-rata refund of the relevant Fee.
10.5. On termination of the Contract in whole or part for any reason:
10.5.1. the Customer shall immediately cease all use of the Marketing Services to the extent its right to do so has been terminated:
10.5.2. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced and any provisions of the Contract which are expressed or implied to continue after termination shall do so;
10.5.3. Hubexo shall not be obliged to provide any Marketing Services which have not been completed as at the date of termination.
11. FORCE MAJEURE
11.1. Hubexo shall not be liable for any Force Majeure Event.
11.2. Where a Force Majeure Event continues for more than two months, either party may terminate this Contract or part thereof on 14 days’ notice to the other party. The Customer will not be entitled to any repayment of Fees as a result of a Force Majeure event.
12. NOTICES
12.1. A notice given to a party under or in connection with the Contract shall be in writing and in English and shall be delivered by recorded post at its registered company address or by email to the email address for legal notices (as stated on the Order Form) or in the case of notices given to Hubexo, to the relevant Account Manager.
12.2. The deemed time of receipt of a notice will be:
12.2.1. if sent by email, at the time of transmission or, if this falls outside of a Business Day, on the next Business Day;
12.2.2. if sent by recorded post, on signature of a delivery receipt by a representative of the other party.
12.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.4. Where the Customer appoints an Invoicing Company, notices sent to the email address for legal notices set out in the Order Form shall be deemed validly served to the Customer and the Invoicing Company.
13. UPDATES TO TERMS AND CONDITIONS
13.1. Hubexo may make Updates from time to time and will make the updated terms available at https://www.thenbs.com/legal or such other location as Hubexo may notify to the Customer.
13.2. Hubexo will provide notice of any Update to the Customer via email to the email address for legal notices provided in the Order Form, unless otherwise agreed between the parties in writing. The Customer is responsible for ensuring that their contact details for such notices are accurate and up to date and shall inform Hubexo of any changes via email to the relevant Account Manager.
13.3. Any Update necessary for compliance with Applicable Law will become effective immediately.
13.4. Any other Update will become effective 30 days after Hubexo provides notice to the Customer of such Update.
13.5. If an Update has a material adverse impact on the Customer, and the Update is not required in order to comply with Applicable Law, the Customer may notify Hubexo within 30 days of receiving notice of an Update that the Customer does not accept such Update, whereupon the Customer will remain governed by the terms in effect immediately prior to the Update until the termination of the Contract.
13.6. To the extent of any conflict between an Update and any other agreement in writing between the parties, the Update will take priority unless: i) the Customer is otherwise notified by Hubexo; or ii) such agreement states by reference to this clause 14 that it is intended to take priority over such Update.
13.7. No amendment to the Contract, other than Updates, shall be effective unless it is in writing and signed by both parties.
14. ENTIRE AGREEMENT
14.1. These Terms and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein.
14.2. In entering into this Contract neither party has relied on any pre-contractual statement. The only remedy available to either party for breach of this Contract shall be for breach of Contract and it shall have no right of action against any other party in respect of any pre-contractual statement.
14.3. If any provision of these Terms or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.
14.4. Nothing in these Terms shall create, imply or evidence any partnership or joint venture between the Customer and Hubexo or the relationship between them of principal and agent or employer and employee.
14.5. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract and no person other than the Customer or Hubexo shall have any rights under it.
14.6. The Terms of this Contract may be varied, amended, or modified or this Contract may be suspended, cancelled or terminated by agreement in writing between the parties or this Contract may be rescinded (in each case), without the consent of any third party.
14.7. Hubexo may at any time assign, novate, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the Contract and may novate, subcontract, or delegate any or all of its obligations under the Contract to any third party, in each case without the Customer’s consent. Hubexo may at any time novate the Contract, or any or all of its rights and obligations under the Contract, to another member of its group of companies or any other third party.
14.8. For the avoidance of doubt, the requirement for Hubexo to provide termination in writing shall not preclude a novation by conduct where Hubexo exercises its rights under clause 15.7.
15. GOVERNING LAW AND JURISDICTION
15.1. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Last Updated: 6 March 2025
