Standard Terms of Business

The Agency Store Ltd, trading as HotSpace

These are the standard terms and conditions of business on which The Agency Store Ltd provides consulting, valuation, research and advisory services. They apply to every Order unless we have agreed something different with you in writing.

If you are reviewing these terms before signing an Order, we can provide a dated PDF copy on request.

1. How the contract is formed

1.1 These terms are the standard terms and conditions of business of The Agency Store Ltd, a company incorporated and registered in England and Wales with company number 13849540, whose registered office is at 48 Mount Pleasant Avenue, Tunbridge Wells, TN1 1QY, UK, trading as "HotSpace" ("HotSpace", "we", "us").

1.2 An Order is an offer by HotSpace to provide the Services described in it, on these terms. Signature of the Order by an authorised representative of the Client constitutes acceptance of that offer and creates a binding contract between HotSpace and the Client comprising the Order and these terms (the "Agreement").

1.3 The version of these terms in force at the date the Order is signed applies for the duration of that Agreement. Any later change we make to the version published on our website does not vary an Agreement already formed.

1.4 These terms apply to the exclusion of any other terms. No terms put forward by the Client, including terms printed on or referred to in a purchase order, order acknowledgement, supplier portal, specification or other document, form part of the Agreement unless expressly agreed in writing and signed by both parties.

1.5 If there is any conflict between the Order and these terms, the Order prevails, but only to the extent of the direct inconsistency.

1.6 The Agreement constitutes the entire agreement between the parties in relation to the Services and supersedes any prior proposal, arrangement, understanding or agreement relating to the same subject matter. Each party acknowledges that in entering into the Agreement it does not rely on any statement, representation, assurance or warranty other than as expressly set out in the Agreement, and that its only remedy in respect of any such statement is for breach of contract. Nothing in this clause limits or excludes liability for fraud.

2. Definitions

In these terms:

"Associates" means a party's employees, officers, agents, consultants, sub-contractors or authorised representatives.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England on which the clearing banks in the City of London are open for business.

"Client" means the party specified in the Order.

"Client Materials" means any data, documents, information, systems, artwork, logos, Intellectual Property Rights or other materials provided to HotSpace or its Associates by or on behalf of the Client.

"Confidential Information" has the meaning given in clause 13.

"Created Materials" means those materials created specifically for the purposes of the Services by or on behalf of HotSpace, including materials adapted, modified or derived from Client Materials, and incorporated into the Deliverables.

"Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018, and all other applicable laws of England and Wales relating to the processing of personal data, as amended, extended or re-enacted from time to time.

"Deliverables" means the materials HotSpace provides to the Client under the Agreement, as set out in the Order.

"Expenses" means the costs incurred by HotSpace in providing the Services, charged in accordance with clause 8.

"Fees" means the amounts payable to HotSpace for the Services, as set out in the Order.

"HotSpace IPRs" means all Intellectual Property Rights in any methodology, model, framework, approach, template, tool, know-how, process or material which are owned by or licensed to HotSpace and which: (i) existed before the date on which they are used for the purposes of the Services; (ii) are created by or for HotSpace outside the Services; or (iii) are created or developed during the Services but are of general application to HotSpace's business and do not embody any Client Materials, Client Confidential Information or any data specific to the Client.

"Intellectual Property Rights" or "IPRs" means, wherever in the world enforceable and including all reversions, renewals and applications for registration: patents; trade marks, whether registered or not; inventions, discoveries, utility models and improvements; copyright and design rights, whether registered or not; database rights; rights in confidential information and know-how; any goodwill in any trade or service name, trading style or get-up; and all other intellectual or proprietary rights.

"Order" means the project order, statement of work, scope of work or engagement letter issued by HotSpace and signed by the Client, which together with these terms forms the Agreement.

"Research Records" means the recordings, transcripts, notes, coding and analysis generated by HotSpace in the course of any primary research forming part of the Services.

"Services" means the services HotSpace provides under the Agreement, as set out in the Order.

"Term" means the period set out in the Order or, if none is stated, the period from the start date in the Order until the Deliverables have been delivered and all Fees paid.

"Third Party Materials" means materials created by a third party and included in any Deliverables.

"VAT" means value added tax or any equivalent tax chargeable in the UK.

3. Interpretation

3.1 Clause headings do not affect interpretation.

3.2 A "person" includes a natural person and a corporate or unincorporated body, whether or not having separate legal personality.

3.3 Words in the singular include the plural and vice versa, and words denoting one gender include all genders.

3.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes any subordinate legislation made under it.

3.5 Words following "including", "in particular", "for example" or any similar expression are illustrative and do not limit the sense of the words preceding them.

3.6 A reference to "writing" or "written" includes email but does not include fax.

4. Commencement and term

4.1 HotSpace will provide the Services from the start date set out in the Order, or from such earlier date as the parties may have begun work by agreement, and the Agreement applies to that earlier work.

4.2 The Agreement runs for the Term unless terminated earlier in accordance with clause 18.

5. Our obligations and warranties

5.1 HotSpace warrants and undertakes that:

(a) it has full power and authority to enter into the Agreement;

(b) it will perform the Services with the reasonable skill and care expected of a competent professional experienced in carrying out services of a similar type; and

(c) the Client's use of the Created Materials in accordance with the Agreement and for the purpose stated in the Order will not infringe the copyright of any third party, excluding any IPRs in Client Materials incorporated into the Created Materials.

5.2 HotSpace indemnifies the Client against any losses, costs or expenses incurred by the Client as a result of a breach by HotSpace of the warranty at clause 5.1(c), subject to clauses 16 and 5.3.

5.3 Except as expressly set out in the Agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

5.4 Unless the Order says otherwise, the relationship between the parties is non-exclusive. HotSpace may provide services or deliverables the same as or similar to the Services to any third party, provided that it does so without using any Client Materials and always subject to clause 13.

5.5 Subject to clause 16.2, HotSpace is not liable for any loss or damage arising from: (a) information or materials supplied or approved by the Client; (b) the Client's decisions or actions taken in reliance on the Deliverables; or (c) the withdrawal or alteration of any third party product or service.

6. Your obligations and warranties

6.1 The Client warrants that: (a) it has full power and authority to enter into the Agreement; (b) the Client Materials will not, when used in accordance with the Agreement and the Client's written instructions, infringe any third party IPRs; (c) to the best of its knowledge and belief the Client Materials comply with all applicable laws and regulations; (d) the Client Materials are accurate and complete in all material respects; and (e) it is the beneficial owner of, or is otherwise entitled to provide HotSpace with, the Client Materials.

6.2 The Client undertakes to:

(a) provide clear instructions as to its requirements and all information, materials, access and assistance reasonably required for the proper performance of the Services;

(b) promptly supply, at no charge, any Client Materials reasonably required by HotSpace, and ensure it has all rights and licences in place to enable HotSpace to use them;

(c) make available the people, decisions and approvals identified in the Order, within the timescales set out in it or, where none is stated, within five Business Days of request; and

(d) keep HotSpace informed of any matter which will or could have an impact on HotSpace's performance of the Services.

6.3 Where the Client does not fulfil an obligation under the Agreement, then to the extent that failure prevents or delays HotSpace's performance: (a) HotSpace is relieved of its corresponding obligations; (b) any affected dates move by at least the period of the delay; and (c) HotSpace is not liable for any loss, cost or expense incurred by the Client as a result.

7. Primary research

7.1 This clause applies where the Services include primary research. It is subject to anything expressly stated to the contrary in the Order.

7.2 Participant sourcing. Where the Order provides that participants are to be identified or approached by the Client, or jointly with the Client, the Client is responsible for providing usable contacts by the date set out in the Order. HotSpace does not warrant that a target number of participants will be achieved from a Client-sourced list, and any shortfall in Client-sourced contacts is a Client delay for the purposes of clause 6.3.

7.3 Nature of qualitative research. Unless the Order expressly states otherwise, qualitative research is directional. HotSpace makes no representation that findings are statistically representative, projectable to a wider population, or capable of establishing incidence, market share or price premium. Where an audience is represented by a small number of participants, findings from that audience are treated and labelled as directional indications rather than as standalone evidence.

7.4 Sample composition. The Client acknowledges that a sample sourced from the Client's own network or records will tend to reach engaged and favourable participants more readily than others, and that this is an inherent limitation of that approach. HotSpace will name that limitation in the outputs and will seek contrasting participants where the Order provides for them.

7.5 Consent and conduct. Participation is voluntary. HotSpace will obtain informed consent before each interview or session, will record and transcribe only with the participant's consent, and will tell participants how the material will be used.

7.6 Anonymisation. Findings are anonymised. HotSpace will not attribute a statement to an identifiable individual in any Deliverable without that individual's explicit permission.

7.7 Research Records. HotSpace retains the Research Records for the purposes of the Services and for the retention period agreed in the Order or, if none is agreed, for twelve months following delivery of the Deliverables, after which they are securely destroyed. On the Client's written request before that date, HotSpace will provide the Client with the anonymised transcripts in a standard readable format.

7.8 Incentives and third party research costs. Participant incentives, transcription, translation, recruitment and similar third party research costs are Expenses under clause 8 and are charged at cost, subject to prior agreement under clause 8.4.

7.9 Compliance. HotSpace will conduct research in accordance with applicable Data Protection Legislation and with recognised professional research standards. Where the Client has its own research, ethics or privacy requirements, the Client must notify HotSpace of them before participant outreach begins.

8. Fees, expenses and payment

8.1 In consideration of the Services, the Client will pay the Fees set out in the Order.

8.2 HotSpace will invoice as set out in the Order. Where the Order does not specify, HotSpace will invoice 50% on commencement of each stage and 50% on delivery of that stage's Deliverables.

8.3 All Fees are exclusive of VAT, which is charged in addition at the prevailing rate.

8.4 In addition to the Fees, the Client will reimburse HotSpace's reasonable out of pocket Expenses at cost. HotSpace will obtain the Client's written approval, not to be unreasonably withheld or delayed, before incurring any single Expense exceeding £250 or any Expense not contemplated by the Order.

8.5 Work agreed outside the scope set out in the Order is charged at HotSpace's applicable day rate as set out in the Order, or as otherwise agreed in writing.

8.6 HotSpace may invoice for any costs reasonably incurred as a result of the Client's delay in performing its obligations, including costs committed to third parties which cannot be recovered.

8.7 The Client will pay each invoice in full and in cleared funds within 30 days of the date of invoice, without set-off or deduction.

8.8 If the Client fails to pay any undisputed sum by the due date, HotSpace may charge interest and recover costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the Services on 10 Business Days' written notice until payment is made.

8.9 Where the Client disputes an invoice, it must notify HotSpace in writing within 15 days of the invoice date, setting out the grounds. The Client will pay any undisputed portion by the due date.

8.10 All sums outstanding become due immediately on termination of the Agreement.

9. Changes to scope

9.1 Either party may request a change to the scope, Deliverables, timetable or Fees.

9.2 No change takes effect until it is recorded in writing and agreed by an authorised representative of each party. Until a change is agreed, the parties continue to perform in accordance with the Agreement.

9.3 HotSpace will not carry out chargeable work outside the scope set out in the Order without the Client's prior written agreement to the scope and the Fee for that work.

10. Sub-contracting and third party contracts

10.1 HotSpace may sub-contract the performance of any part of the Services at its discretion. Sub-contracting does not relieve HotSpace of its obligations, and HotSpace remains fully responsible for the acts and omissions of its sub-contractors as if they were its own.

10.2 HotSpace will ensure that any sub-contractor with access to Client Confidential Information or to personal data is bound by obligations no less onerous than those in clauses 13 and 14.

10.3 Where a sub-contractor will have material access to Client Confidential Information, or will be identifiable to the Client's personnel as part of the delivery team, HotSpace will notify the Client of the identity and role of that sub-contractor before they begin work. The Client may raise a reasonable objection on grounds of conflict of interest or breach of confidentiality within five Business Days, and the parties will discuss it in good faith and agree an alternative where the objection is well founded.

10.4 Third party contracts. Where HotSpace procures goods or services from a third party for the purposes of the Services, it does so as principal unless the Order says otherwise. HotSpace will notify the Client of any restriction on use, licence period or other contractual restriction attaching to Third Party Materials before delivery of the relevant Deliverable. The Client indemnifies HotSpace against any loss, cost or expense arising from the Client's breach of a restriction notified to it.

11. Intellectual property

11.1 Client Materials. Ownership of the Client Materials and of all IPRs in them, including any modification or adaptation made in the course of providing the Services, remains vested in the Client or its licensors. The Client grants HotSpace a non-exclusive licence for the Term to use the Client Materials for the purposes of providing the Services.

11.2 Created Materials. Subject to the remainder of this clause 11 and to HotSpace receiving payment of all undisputed Fees attributable to them, HotSpace assigns to the Client all IPRs in the Created Materials that are capable of assignment, including by way of present assignment of future copyright, together with the right to sue for past infringement.

11.3 HotSpace IPRs. All IPRs in the HotSpace IPRs are and remain the property of HotSpace. Nothing in the Agreement transfers, assigns or grants any ownership of the HotSpace IPRs to the Client.

11.4 Subject to HotSpace receiving payment of all undisputed Fees, HotSpace grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use such of the HotSpace IPRs as are incorporated into the Deliverables, for the Client's own internal business purposes and for the purpose stated in the Order.

11.5 The Client acknowledges that HotSpace's business consists of applying and developing methodologies, models, frameworks and know-how across multiple engagements, and that clause 11.3 is fundamental to that business. HotSpace remains free to use and develop the HotSpace IPRs, and any skill, experience and know-how acquired in performing the Services, for any purpose, provided it does so without disclosing Client Confidential Information or using Client Materials.

11.6 The Client will not, nor knowingly permit anyone else to, copy, decompile, modify or reverse engineer the HotSpace IPRs beyond the scope of the licence at clause 11.4 without HotSpace's prior written consent.

11.7 The Client may not sub-license, assign or transfer the rights granted at clause 11.4, except to a parent, subsidiary or affiliate entity, or to a purchaser of all or substantially all of the Client's assets or a successor by merger, consolidation or similar transaction.

11.8 HotSpace will obtain such licences or consents in respect of Third Party Materials as are necessary for the Client to use them for the purpose stated in the Order.

11.9 HotSpace is not liable for any modification, adaptation or amendment made to a Deliverable by the Client, or by a third party on the Client's behalf, after delivery.

12. Publicity and reference

12.1 HotSpace will not disclose the content of any Deliverable, or any Client Confidential Information, for promotional purposes.

12.2 HotSpace may state that the Client is a client of HotSpace, and may describe the general nature of the Services provided, in its client list, credentials materials, website and proposals.

12.3 HotSpace may use the Client's name and logo for the purposes of clause 12.2, in accordance with the Client's brand guidelines where these have been provided.

12.4 Any case study, published article, conference presentation, award entry or similar material which draws on the specifics of the engagement requires the Client's prior written consent, which will not be unreasonably withheld or delayed. HotSpace will provide the proposed material for approval before publication.

12.5 The Client may withdraw its consent under clause 12.4 in respect of material not yet published. Withdrawal does not require HotSpace to remove material already published in reliance on a consent given.

12.6 This clause 12 survives termination.

13. Confidentiality

13.1 Each party acknowledges that, whether in the course of the Agreement or otherwise, it may receive or become aware of information relating to the other party, its clients, customers, business, business plans or affairs which is proprietary and confidential to that other party ("Confidential Information").

13.2 Confidential Information includes any document marked "confidential", any information the recipient has been told is confidential, and any information which the recipient ought reasonably to expect the other party would regard as confidential.

13.3 Confidential Information excludes information which: (a) is in the public domain at the time of receipt; (b) subsequently enters the public domain through no fault of the recipient or its Associates; (c) is lawfully received from a third party on an unrestricted basis; (d) was already lawfully known to the recipient before receipt, without any obligation of confidence; or (e) is independently developed by the recipient without use of or reference to the other party's Confidential Information.

13.4 Each party will maintain the confidentiality of the other's Confidential Information at all times, and will use measures no less adequate than those it uses for its own confidential information to keep it secure. Neither party will, during the Term or afterwards, without the other's prior written consent, use, disclose, exploit, copy or modify the other's Confidential Information, or permit any third party to do so, other than for the purposes of exercising its rights or performing its obligations under the Agreement.

13.5 Each party will disclose the other's Confidential Information only to those of its Associates to whom, and to the extent to which, disclosure is necessary for the purposes of the Agreement, and will ensure those Associates are bound by equivalent obligations.

13.6 Neither party breaches this clause 13 by disclosing Confidential Information where disclosure is required by law, regulation or the order of a competent authority, provided that, to the extent practicable and lawful, the other party is given reasonable advance notice and a reasonable opportunity to challenge the disclosure.

13.7 This clause 13 survives termination.

14. Data protection

14.1 Each party warrants that it complies and will continue to comply with Data Protection Legislation. In this clause, "personal data", "controller", "processor", "processing" and "data subject" have the meanings given in Data Protection Legislation.

14.2 The parties will establish, before any personal data is shared, whether HotSpace acts as controller or as processor in respect of each category of personal data processed in connection with the Services, and will record that in the Order or in a separate written agreement.

14.3 Where HotSpace processes personal data as a processor on the Client's behalf, HotSpace will: (a) process it only on the Client's documented instructions, unless required otherwise by law; (b) ensure that persons authorised to process it are subject to a duty of confidence; (c) implement appropriate technical and organisational measures against unauthorised or unlawful processing and against accidental loss, destruction or damage; (d) not engage a sub-processor without the Client's general or specific written authorisation, and impose equivalent obligations on any sub-processor engaged; (e) taking into account the nature of the processing, assist the Client by appropriate measures in responding to requests from data subjects exercising their rights; (f) assist the Client in ensuring compliance with its obligations in respect of security, breach notification and data protection impact assessments; (g) at the Client's election, delete or return the personal data at the end of the Services, unless required by law to retain it; and (h) make available to the Client the information necessary to demonstrate compliance with this clause and allow for and contribute to audits.

14.4 The parties will enter into a separate data processing agreement where required by Data Protection Legislation or reasonably requested by either party. Where the parties enter into a data processing agreement, it takes precedence over this clause 14 to the extent of any conflict.

14.5 HotSpace will notify the Client without undue delay, and in any event within 48 hours, on becoming aware of any actual or suspected personal data breach affecting personal data processed in connection with the Services. HotSpace will promptly investigate, will cooperate reasonably with any investigation the Client conducts, and will cooperate in identifying reasonable steps to limit, stop or remedy the breach.

14.6 The Client warrants that it has all necessary rights and lawful bases to provide personal data to HotSpace and to require HotSpace to process it in connection with the Services.

14.7 HotSpace's privacy policy, which sets out how it handles personal data, is available at https://hotspace.ai/legals#datapolicies

14.8 Clause 14 survives termination for so long as HotSpace holds personal data provided by or on behalf of the Client.

15. Nature and limits of the work

15.1 The Deliverables represent HotSpace's professional opinion, formed on the basis of the information available to it and the assumptions declared in the Deliverables. Those assumptions are stated so that the Client can assess them.

15.2 HotSpace does not audit, verify or provide assurance on information supplied by the Client or by third parties, and is entitled to rely on it as accurate and complete. The Services do not constitute an audit, an assurance engagement, an independent expert opinion or a fairness opinion unless the Order expressly says so.

15.3 The Deliverables are prepared for the Client, for the purpose stated in the Order, and for no other purpose. They are not to be relied on for any other purpose without further work agreed in writing.

15.4 Where the Services include a valuation, the value given is an opinion of value as at a stated date on stated assumptions. It is not a guarantee of any price obtainable in a transaction, and it is not a valuation of the Client's business or enterprise unless the Order expressly says so.

15.5 The Deliverables speak as at the date of delivery. HotSpace has no obligation to update any Deliverable for events, information or changes in circumstance arising after that date, unless separately engaged to do so.

15.6 The Services do not constitute legal, tax, accounting, actuarial, regulatory or investment advice, and the Client should take its own professional advice on those matters.

15.7 No person other than the Client may rely on the Deliverables without HotSpace's prior written consent. The Client will not disclose a Deliverable to a third party in circumstances where that third party might rely on it, without first obtaining HotSpace's written consent, which may be given subject to conditions. This does not restrict disclosure to the Client's own professional advisers on a non-reliance basis, or disclosure required by law.

16. Limitation of liability

16.1 Subject to clause 16.2, each party's maximum aggregate liability to the other arising under or in connection with the Agreement, whether in contract, tort including negligence, breach of statutory duty or otherwise, and including under any indemnity, will not exceed the greater of: (a) £10,000; and (b) 100% of the Fees paid and payable by the Client under the relevant Order.

16.2 Nothing in the Agreement excludes or limits either party's liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability which may not lawfully be excluded or limited. The cap at clause 16.1 does not apply to the Client's obligation to pay the Fees and Expenses.

16.3 Subject to clause 16.2, neither party is liable to the other, whether in contract, tort including negligence, for breach of statutory duty or otherwise, and including under any indemnity, for: (a) any loss of profits, sales, business, agreements, contracts, anticipated savings or goodwill, whether direct or indirect; (b) loss of use or corruption of software, data or information; or (c) any special, indirect or consequential loss, or pure economic loss, cost, damage, charge or expense.

16.4 The Client acknowledges that the allocation of risk in this clause 16 is reflected in the Fees, and that it has had the opportunity to negotiate a different allocation on payment of a higher Fee.

16.5 Where one party ("Indemnifying Party") indemnifies the other ("Indemnified Party") under the Agreement, the Indemnified Party must, in the event of a third party claim: (a) notify the Indemnifying Party promptly in writing; (b) make no admission of liability, settlement or compromise without the Indemnifying Party's prior written consent; (c) give the Indemnifying Party authority to conduct all negotiations and litigation and to defend or settle the claim, provided the Indemnifying Party consults the Indemnified Party regularly on its conduct and defence; and (d) provide all available information and assistance the Indemnifying Party reasonably requires, at the Indemnifying Party's cost. If within 60 days of notice the Indemnifying Party fails to take action to defend or settle the claim, the Indemnified Party may undertake the defence, compromise or settlement as it sees fit at the Indemnifying Party's expense.

16.6 No claim may be brought under the Agreement more than 12 months after the date on which the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to it.

17. Insurance

17.1 HotSpace maintains professional indemnity insurance with a limit of indemnity of not less than £500,000 in respect of each and every claim, and public liability insurance with a limit of not less than £500,000, each with a reputable insurer.

17.2 HotSpace will maintain that cover for the Term and for 12 months afterwards, and will provide evidence of it on the Client's reasonable request.

18. Termination

18.1 Either party may terminate the Agreement for convenience on 30 days' written notice, subject to clause 18.4.

18.2 Where the Order provides for delivery in stages, and provides that a stage is subject to the Client's confirmation to proceed, the Client may decline to confirm without that constituting termination, and clause 18.4 does not apply to the stage not confirmed.

18.3 Without prejudice to any other right or remedy, either party may terminate the Agreement immediately on written notice if the other party:

(a) fails to pay any undisputed amount due on the due date and remains in default 15 days after written notice to make payment;

(b) commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy it within 30 days of written notice;

(c) suspends or threatens to suspend payment of its debts or the continuation of all or a substantial part of its business, is unable or deemed unable to pay its debts as they fall due, begins negotiations with any class of creditors with a view to rescheduling its debts, is the subject of a court order for winding-up, has a receiver appointed over its assets, or enters into any compromise or arrangement with its creditors, other than for the sole purpose of a solvent amalgamation or reconstruction; or

(d) is subject to any equivalent event or proceeding in any other jurisdiction.

18.4 Charges on termination or cancellation. If the Client terminates for convenience under clause 18.1, or cancels an Order after signature, the Client will pay:

(a) where work has not yet commenced, a cancellation charge equal to the higher of 10% of the total Fees for the Order and £2,000; or

(b) where work has commenced, all Fees for Services performed to the date of termination, plus all Expenses incurred and all costs committed to third parties which HotSpace cannot reasonably avoid or recover.

Clause 18.4 does not apply where the Client terminates under clause 18.3.

18.5 On termination for any reason: (a) the Client will immediately pay all outstanding undisputed invoices, and HotSpace may invoice for Services performed and Expenses incurred but not yet invoiced, payable on receipt; (b) the accrued rights and liabilities of the parties are unaffected; and (c) each party will return or destroy the other's Confidential Information on request, except to the extent required to be retained by law or by clause 7.7.

18.6 Clauses 1.6, 2, 3, 5.2, 5.3, 7.6, 7.7, 11, 12, 13, 14, 15, 16, 18.5, 21, 22 and 23 survive termination.

19. Force majeure

19.1 Neither party is in breach of the Agreement, or liable for any failure or delay in performing its obligations, other than an obligation to pay, where the failure or delay arises from acts, events, omissions or accidents beyond its reasonable control ("Force Majeure"), including fire, accidental damage, natural disaster, epidemic, war, terrorist attack, riot, failure of machinery or computers, industrial action, non-performance by suppliers or sub-contractors, or interruption or failure of a utility service.

19.2 A party subject to Force Majeure must promptly notify the other of its existence and nature, must use reasonable endeavours to mitigate its effect, and may rely on this clause only where it could not have avoided the effect by taking precautions it ought reasonably to have taken.

19.3 If Force Majeure continues for more than 30 consecutive days, either party may terminate the Agreement immediately on written notice, without prejudice to rights accrued before termination.

20. Notices

20.1 A notice under the Agreement, other than a notice in legal proceedings, is properly served if it is in English and sent to the address set out in the Order for the relevant party, or to such other address as that party has notified in writing.

20.2 A notice sent by email is properly served if sent to the email address set out in the Order and if a copy is also sent by post or hand delivery to the postal address set out in the Order. A notice of termination or of material breach must be given by post or hand delivery in addition to email.

20.3 A notice is deemed received: if delivered by hand, on signature of a delivery receipt; if sent by first class post, at 9.00am on the second Business Day after posting; and if sent by email, at the time of transmission or, if transmission is outside Business Hours, at 9.00am on the next Business Day.

21. Non-solicitation

21.1 During the Term and for six months afterwards, neither party will solicit or entice away, or attempt to solicit or entice away, any individual engaged by the other party in the delivery of the Services, whether as employee, consultant or sub-contractor.

21.2 Clause 21.1 does not prevent either party from engaging any person who responds to a general recruitment advertisement not specifically targeted at the other party's personnel.

22. General

22.1 No variation of the Agreement is valid unless it is in writing and agreed by an authorised representative of each party.

22.2 A party's failure to exercise, or delay in exercising, any right or remedy does not constitute a waiver of it, or preclude any further exercise of that or any other right or remedy.

22.3 If any provision or part-provision of the Agreement is found to be invalid, illegal or unenforceable, it is deemed not to form part of the Agreement to the extent required, and the validity and enforceability of the remaining provisions is not affected.

22.4 A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.

22.5 Neither party may assign, transfer, charge or otherwise dispose of the Agreement or any of its rights or obligations without the other's prior written consent, not to be unreasonably withheld. HotSpace may perform the Services through any company which is its holding company or a subsidiary of that holding company, and any act or omission of that company is deemed to be that of HotSpace. "Holding company" and "subsidiary" are construed in accordance with section 1159 of the Companies Act 2006.

22.6 If a dispute arises under or in connection with the Agreement, the parties will first attempt in good faith to settle it through negotiation between senior representatives. If the dispute is not resolved within 21 days of either party's written request to instigate negotiations, either party may commence proceedings.

22.7 Nothing in clause 22.6 restricts or excludes either party's right to seek injunctive relief.

22.8 The Agreement may be executed in counterparts, each of which when executed constitutes a duplicate original, and all of which together constitute one agreement. Electronic signature is valid execution.

22.9 Nothing in the Agreement creates a partnership or joint venture between the parties, or authorises either party to act as agent for the other, and neither party has authority to act in the name of, on behalf of, or otherwise to bind the other.

23. Governing law and jurisdiction

23.1 The Agreement, 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, is governed by and construed in accordance with the law of England and Wales.

23.2 Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

The Agency Store Ltd, trading as HotSpace. Registered in England and Wales, company number 13849540. Registered office: 48 Mount Pleasant Avenue, Tunbridge Wells, TN1 1QY, UK.

These terms were last updated on 01 / 03 / 2026.