1.1 “Consultant” means Phillip Kent trading as Inbound Orbit, operating as a sole proprietor under the laws of the Republic of South Africa, not registered for VAT.
1.2 “Client” means the individual, company, or other entity who engages the Consultant for the Services as set out in any Quote or Proposal.
1.3 “Services” refers to all consulting, including but not limited to HubSpot implementation, business strategy, operational consulting, and project management, as described in the Quote or Proposal.
1.4 “Quote” or “Proposal” means the document outlining the project scope, deliverables, fees, and any other pertinent details.
1.5 “Agreement” collectively refers to these Terms & Conditions plus the specific Quote or Proposal agreed to by the Client.
2.1 The Consultant shall provide the Services as outlined in the Quote or Proposal.
2.2 Any amendments or additions to the scope must be agreed upon in writing (including email) and may incur additional fees.
3.1 All work will be conducted remotely, and no on-site visits are included in the Services unless otherwise explicitly agreed in writing.
Fees for the Services (whether hourly, retainer-based, or fixed project fees) will be detailed in the Quote or Proposal.
The Consultant is not registered for VAT, so no VAT will be charged.
The currency for invoicing shall be as specified in the Quote or Proposal.
Payments shall be made exclusively via bank transfer to the account details provided on the invoice.
No upfront deposits are required. In the case of retainer-based engagements, the Client shall pay the monthly retainer as set out in the Quote or Proposal (e.g., in advance or on a specified date).
Unless otherwise stated in the Quote, invoices are due on the invoice date.
Overdue amounts may incur interest at a rate of 12% per annum, calculated from the due date until full payment is received.
5.1 Both parties agree to keep all confidential information disclosed in the course of the project private and secure, including client data, project deliverables, and technical or business information.
5.2 Confidentiality obligations shall survive the termination of this Agreement.
5.3 The Consultant will comply with all applicable data protection laws and regulations in South Africa and the European Union when handling any personal data provided by the Client.
6.1 The Consultant may recommend or utilise third-party platforms (e.g., HubSpot or other software) as part of the Services.
6.2 The Consultant is not responsible for any downtime, bugs, interruptions, or failures caused by these third-party platforms. The Client acknowledges that all such issues lie beyond the Consultant’s control.
6.3 The Consultant will make reasonable efforts to troubleshoot and communicate with the Client and/or the third-party platform regarding any service issues, but ultimate responsibility and resolution timeline rest with the third-party provider.
6A.1 Purpose. The Consultant may, in the course of performing the Services, employ artificial-intelligence (AI) tools – including large-language-model (LLM) services – to analyse data held in the Client’s HubSpot account, to generate or optimise workflows, content or reports, and to facilitate integrations between HubSpot and external AI services.
6A.2 Third-Party AI Providers. AI and LLM functionality is delivered via third-party platforms (for example, HubSpot’s native AI features or trusted external providers such as OpenAI). Such platforms are “Third-Party Platforms” for the purposes of clause 6, and the Client acknowledges the limitations set out in clauses 6.2 and 6.3.
6A.3 Data Handling & Security. Only the minimum data reasonably necessary for the relevant AI task will be transmitted to an AI service. The Consultant will take reasonable steps (i) to pseudonymise or limit personal data before transmission where practicable, and (ii) to select providers that offer contractual terms and technical safeguards consistent with UK GDPR/South African POPIA requirements.
6A.4 Outputs & Human Oversight. AI-generated outputs are reviewed by the Consultant for accuracy and suitability; however, AI tools may occasionally produce errors or unexpected results. Accordingly, all AI outputs are provided “as is” and are subject to the disclaimers in clause 7.
6A.5 Intellectual Property in AI Outputs. Subject to clause 8, and to any third-party licence restrictions, the Consultant hereby assigns to the Client all transferable rights in AI-generated deliverables upon the Client’s payment in full of all fees due.
6A.6 Client Instructions & Consent. By engaging the Consultant, the Client (i) authorises the Consultant to use AI tools as described in this clause 6A, and (ii) warrants that the Client has the right to submit any Client Data that may be processed by such tools.
7.1 The Consultant will use reasonable skill and care in providing the Services but does not guarantee any specific outcome or result, including but not limited to revenue increases, system performance, or efficiency gains.
7.2 Achieving desired results often depends on thorough adoption and utilisation of the Consultant’s advice and any implemented systems by the Client. The Client’s internal processes, resources, and cooperation are critical factors in determining any measurable outcomes.
7.3 Except for the warranty above, and to the fullest extent permitted by law, all warranties (whether express or implied) relating to the Services are disclaimed.
8.1 Any deliverables, reports, or materials produced by the Consultant during the course of the project remain the property of the Consultant until all fees are fully paid.
8.2 Upon full payment, the Consultant grants the Client a non-exclusive, royalty-free license to use the deliverables for the purposes set forth in the Quote or Proposal.
8.3 Each party retains ownership of any pre-existing intellectual property used or shared during the project.
9.1 To the extent permitted by South African law, the Consultant’s total liability (whether in contract, delict, or otherwise) for any claim arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to the Consultant under the Agreement.
9.2 The Consultant shall not be liable for any indirect, consequential, or special damages, including loss of profits or business opportunities.
Either party may terminate this Agreement by giving 30 days’ written notice (including via email) to the other party.
In the event of termination, the Client shall pay the Consultant for all work performed up to the effective date of termination.
The Consultant may terminate the Agreement immediately if the Client fails to pay any amounts owing within 5 days of the due date or otherwise materially breaches any term of the Agreement.
11.1 Neither party shall be liable for any delay or failure to perform obligations under this Agreement if the delay or failure is caused by an event beyond that party’s reasonable control, including but not limited to natural disasters, war, acts of terrorism, riots, or governmental actions.
11.2 In such cases, the affected party shall promptly notify the other party in writing.
12.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.
12.2 The parties agree to the exclusive jurisdiction of the North Gauteng High Court (or its successor in title) in the event of any dispute arising from or related to this Agreement.
This Agreement, together with the Quote or Proposal, constitutes the entire understanding between the parties regarding the subject matter and supersedes any prior discussions or agreements.
Any amendments to this Agreement must be in writing and signed or acknowledged by both parties.
Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that provision or any other rights.
If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
By accepting any Quote, Invoice or Proposal, the Client agrees to be bound by the provisions contained herein.
