Terms and Conditions

1.0 Definitions 

• “Heyoo” or “We” –  Refers to Heyoo Ltd., its employees, agents, and representatives 

• “Client” or “You” – Refers to the Client, it’s employees, agents, and representatives 

• “Agreement” – Refers to the terms and conditions outlined herein, including any related proposals, statements of work, or addendums agreed upon by both parties 

• “Scope of Work” – Refers to the specific deliverables, services, and timeframes agreed upon in this contract, as defined above under Scope of Work
   

2.0 Accuracy & Liability 

• We take all reasonable steps to ensure the accuracy and quality of our work. However, we do not warrant that our deliverables will be entirely free from errors or omissions. You acknowledge that it is your responsibility to review all deliverables and promptly notify us of any issues within the established monitoring or feedback timeframes. 

• We shall not be liable to you or any third party for any direct, indirect, incidental, consequential, special, or punitive damages, including, but not limited to, loss of profits, loss of savings, loss of data, or business interruption, arising out of or in connection with any errors or omissions in our work, even if we have been advised of the possibility of such damages.
   

3.0 Terms of Payment 

3.1. General 

• You acknowledge that resources are allocated on your behalf upon signing and, as such, agree to the Payment Schedule outlined in this Contract. You agree to adhere to this schedule regardless of any Client-induced delays, such as availability, holidays, bottlenecks, or any other postponements.
   

3.2. Deposit & Scheduling Rules 

• Contracted work of less than £500 + VAT must be paid as one invoice, upfront.  

• Contracted work of more than £500 + VAT can be offered a deposit payment, with subsequent invoices thereafter.  

• New Clients: Deposit, or full invoice where applicable, must be paid in full before any work is scheduled.  

• Current Retained Clients: Small project work less than £1000 can be scheduled immediately and invoiced with 30 day payment terms. Project work of over £1000 requires 50% payment up front. For our Enterprise retained clients, a signed PO with 30 day payment terms can be accepted in place of deposit.  

• Any deviation from these terms must be formally approved by the Managing Director or Head of Client Delivery and outlined in the Scope of Work prior to signature.  

• If you do not pay your deposit before the due date, you understand you may lose the established build slot that was assigned (Target Start Date through Target Due Date). In this instance, Heyoo will reassign your project to the next available build slot and the dates set forth in this contract will be voided.
    

3.3 Payment Terms 

• Deposits will have 7 day payment terms or until 3 days before work is due to begin, whichever comes first.  

• Milestone based Invoices will have 14 day payment terms from invoice date.  

• Payment schedule based invoices will have 30 day payment terms from invoice date. 

• Retainer based invoices will have 30 day payment terms from invoice date.  

• Deposits are non-refundable, unless otherwise specified in the Scope of Work.  

 

3.4 Overdue Invoice Escalation Policy  

• Any invoice that is not paid in full by the Due Date is considered overdue. 

• Heyoo reserves the right to immediately stop any and all work, including licensing, if You have any unpaid or overdue invoices. 

• You agree to supply Heyoo with all necessary purchase order numbers or any other internal information required for invoice processing in a timely manner, so that there are no delays in payment processing. If such information is not provided in advance, an invoice will be issued regardless, at which point a Due Date for that invoice will be established. 

• 1 Day Overdue: an initial 5% late payment fee is applied to the full invoice amount. 

• 14 Days Overdue: All further work on your account is unscheduled. 

• 30 Days Overdue: a secondary 5% late payment fee is applied to the revised full invoice amount.  

• 60 Days Overdue: a final 5% late payment fee is applied to the revised full invoice amount.  

• 75 Days Overdue: Invoice is referred to our collections agency. 

 

4.0 Feedback Cycles 

• Where applicable, We have included a specific number of Feedback Cycles, as stated under the Scope of Work section. If feedback is not provided within the established timeframe, we will assume your approval and the feedback cycle will be considered closed. 

• Feedback or amends must be collated amongst all relevant stakeholders and returned to Heyoo as one, comprehensive orderly list or document.  

• Your satisfaction is paramount to us and we are very happy to accommodate additional feedback cycles if you are not satisfied with the final version prior to Sign Off/Approval. Additional feedback cycles begin at £200 + VAT, pending the scope of additional amends required. 

 

5.0 Cancellation of Plans for Project Based Agreements (including HubSpot Projects, Aircall Projects, Onboarding Projects, Website Projects or similar)  

• You are able to cancel the project or ongoing services by providing written notice at least 30 days in advance of the next payment Due Date. The “Notice Date” is defined as the date You or Heyoo submitted notice to cancel. The “Cancellation Date” is defined as the last day of work being carried out, which is 30 days inclusive from the Notice Date unless otherwise specified and agreed by both parties. 

• You are still obligated to pay any outstanding invoices or payments that were previously established, as per the payment schedule, between the Notice Date and Cancellation Date.  

• If cancellation occurs after work has commenced, You will be invoiced for all work completed up to the Cancellation Date, including any non-refundable costs incurred on Your behalf, and are subject to the same payment terms as described in Section 3.0 of this Agreement.  

 

6.0 Cancellation of Plans for Fixed Term Agreements (including Retainer Agreements, Licensing Agreements, Ongoing Support, FlowAssist or similar.)  

• You are able to cancel this Agreement at the halfway point of the agreed term. Should you wish to exercise this, You must provide written notice no less than 30 days prior to the halfway point of the agreement’s duration. The “Notice Date” is defined as the date You or Heyoo submitted notice to cancel. The “Cancellation Date” is defined as the last day of work being carried out, which is 30 days inclusive from the Notice Date unless otherwise specified and agreed by both parties. 

• You are still obligated to pay any outstanding invoices or payments that were previously established between the Notice Date and Cancellation Date. 

• If cancellation occurs after work has commenced, You will be invoiced for all work completed up to the Cancellation Date, including any non-refundable costs incurred on Your behalf, and are subject to the same payment terms as described in Section 3.0 of this Agreement. 

• Pricing of this Agreement is structured to reflect a commitment to the full duration. In the event of early termination, any applied discounted rates will be void, and You will be invoiced the difference between the discounted rate and our standard rate for the services rendered up to the date of termination.  

 

7.0 Third-Party Platforms and Service Changes 

• All recommendations, strategic direction, pricing and delivery timetables provided by Heyoo are based on the current state of the platforms, tools, and market conditions as of the date of this Agreement.  

• Heyoo is not responsible nor liable for any changes or updates made by third-party platforms or service providers (including but not limited to HubSpot, Aircall, Google, or others), made after the date of this Agreement.  

• Should any third-party provider change their features, pricing, terms of service, or product functionality after this date and such changes result in additional work, this will be considered out of scope and subject to a separate proposal and associated costs.  

 

8.0 FlowAssist Licensing Terms 

• If You subscribe to FlowAssist, this is a monthly licensing agreement that requires written notice of cancellation 30 days prior to the half way point of the originally agreed term, as in line with Section 6.0. 

• Disabling the integration or ceasing payment does not constitute valid cancellation. You remain liable for all fees due until formal cancellation is confirmed in writing, in line with the cancellation policy.  

 

9.0 Aircall Integration Support Disclaimer 

• Heyoo is not responsible for supporting standard Aircall issues. Any Aircall-related functionality errors or questions should be directed to Aircall’s own customer service team. 

 

10.0 Post Launch Support & Issue Resolution for Website Projects or Custom Integrations 

• For purposes of this Agreement, a performance bug is defined as a functionality issue or error that prevents the website from operating as intended and understood by Heyoo within the original agreed Scope of Work. This does not include: 

• Additional feature requests or enhancements 

• Compatibility issues arising from third-party software updates, hosting changes, or external factors  

• Issues caused by modifications by the Client or third parties 

• Heyoo will provide a 30-day performance bug fixing window from the date the project is launched and considered live. During this period, any performance bugs pertaining to items specifically listed within the original Scope of Work must be flagged to Heyoo, and will be investigated and resolved accordingly. Any such requests after the 30-day window will require a new contract and SOW, subject to standard pricing and scheduling availability.   

• Heyoo offers Ongoing Support & Maintenance Services, including performance monitoring, Technical SEO, security updates, Growth Driven Design (GDD), and additional development work. If an Ongoing Support package has not been clearly established under the Scope of Work of this Agreement, it is not automatically included, and will need to be arranged under a separate maintenance Agreement upon request.  

 

11.0 Ongoing Support after HubSpot Projects, HubSpot Onboarding, Or HubSpot/Aircall Training Sessions 

• Following the completion of a HubSpot Project, HubSpot Onboarding, or HubSpot/Aircall Training Session, Heyoo does not provide ongoing support, maintenance, or platform assistance by default. Any further support or advisory services must be covered under a separate Managed Service Retainer or Ongoing Support Agreement.  

• Requests for assistance after an established training session or project closure, including but not limited to troubleshooting, user training, reporting, configuration changes, or additional consulting, will be considered out of scope and may be subject to separate billing at our standard hourly or project rates unless otherwise agreed in writing.  

 

12.0 Ownership, Licensing, and Transfer of Materials  

• Heyoo’s responsibility for releases 

• We shall obtain releases, licenses, permits or other authorisation to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for You (If applicable). 

• Client’s responsibility for releases 

• You guarantee that all content (including text, images, and data) provided by You is either owned by You or appropriately licensed for use. Upon receipt of full and final payment, ownership of all custom visual elements created by Heyoo will be transferred to you. Final and source files will be provided, though Heyoo is not obligated to retain backups.  

• Materials unpaid for 

• In the event that any project fees remain outstanding, You may not use, reproduce, or distribute any work or materials provided by Heyoo, in whole or in part, until full payment is received.  

• Transfer of materials 

• Upon termination of this Agreement, and provided no outstanding payments are due, Heyoo will transfer any remaining client-owned materials in its possession. You agree to cover any associated transfer or administrative costs.  

13.0 Ways of working 

• Heyoo’s response and resolution times are between the hours of 9.00am-5.00pm GMT (Excluding weekends and public holidays). 

• There will be times that Your cooperation is required for Heyoo to complete a given deliverable. This includes, but is not limited to: 

• Providing Heyoo with appropriate access to all relevant data bases or platforms 

• Comprehensive task briefs 

• Concise, collated feedback during feedback cycles 

• Clear final approval on deliverables 

• Timely manner for reviews and approvals per project schedules provided by Heyoo 

If You do not respond in a timely manner to project requirements, further tasks or deliverables will be delayed. You will still be obligated to adhere to the Payment Schedule set forth above, regardless of delays pertaining to your cooperation, or lack thereof. Any delayed work will be unscheduled and then rescheduled after the necessary information is received, at our next soonest availability pending capacity and schedule availability. 

 

14.0 Client Code of Conduct 

To maintain a respectful, collaborative, and productive working relationship, Heyoo expects all Clients and their representatives to engage with our team in a professional and courteous manner at all times.
 

You agree to: 

• Communicate respectfully with Heyoo staff, whether verbally, in writing, or through digital platforms. 

• Refrain from using aggressive, discriminatory, harassing, or otherwise inappropriate language or behaviour in any interaction with Heyoo. 

• Address any concerns, dissatisfaction, or complaints through constructive and professional dialogue. 

• Recognise that Heyoo’s staff are entitled to a safe and respectful working environment free from hostility or intimidation.
   

Heyoo operates a zero-tolerance policy toward abusive, threatening, or disrespectful behaviour. Should such conduct occur, Heyoo reserves the right to: 

• Issue a formal written warning, and/or 

• Suspend work on the account or project until the matter is resolved, and/or 

• Terminate the Agreement immediately, with all outstanding fees payable in full, in accordance with the payment terms outlined in Section 3.0 of this Agreement.
   

Heyoo values strong, positive client partnerships and believes that mutual respect and professionalism are fundamental to achieving successful outcomes. 

 

15.0 Scope of Work Policy 

• 15.1 “Scope of Work” definition 

• “Scope of Work” is defined as a specific list of deliverables and relevant parameters which Heyoo has agreed to deliver in this Agreement.
   

• 15.2 “Outside Scope of Work” definition 

• “Outside Scope of Work” is defined as any additional task, deliverable, or amount of time not clearly specified within the Scope of Work. Some examples of this include, but are not limited to: 

• Revisions beyond agreed feedback cycles 

• Changes after feedback cycles are closed 

• Additional work caused by inadequate client setup 

• Delays or rescheduling due to client unpreparedness 

• Work outside normal working hours without prior agreement 

• Changes in client strategy or rushed timelines 

• Any additional copy, design, development, or functionality not stated in the Scope of Work 

• Any additional time, resource, or work catered towards working with third-parties not specified in this Agreement.  

 

• 15.3. Policy statement 

• Heyoo is not liable, financially or otherwise, for any items classified as Outside Scope of Work. Should Heyoo incur any costs or fees associated with items classified as Outside Scope of Work, these fees will be passed on to the Client, and the Client is obligated to pay these fees within a timely manner in line with our payment terms. Heyoo reserves the right to increase prices for any items classified as Outside Scope of Work. 

• Should the Client request any items classified as within Scope of Work be delivered within a sooner timeframe than originally agreed, the Client understands there may be a Rush Fee proportional to the increased cost of resources under said conditions, usually between 20-25%.  

• Heyoo reserves the right to approve or reject any requests by the client for any items classified as “Outside Scope of Work”
   

• 15.4 Changes to Scope of Work policy 

• Heyoo reserves the exclusive right to modify and make the necessary changes to this policy  

16.0 Data Protection 

• Heyoo and the Client will comply with all applicable UK data protection laws, including the UK GDPR and Data Protection Act 2018. The Client remains the Data Controller of any Personal Data it provides, and confirms it has the right to share such data with Heyoo.  

• Heyoo acts as a Data Processor when handling this data on the Client’s behalf and will: (i) only process it on documented instructions; (ii) implement appropriate security measures; (iii) ensure staff are bound by confidentiality; (iv) notify the Client of any personal data breach without undue delay; and (v) delete or return data at the end of services unless retention is required by law. 

• Heyoo may use trusted third-party providers (including HubSpot, Aircall, and other service partners) and will ensure they are subject to equivalent obligations. Where data is transferred outside the UK, appropriate safeguards (such as Standard Contractual Clauses) will apply.  

• Personal Data will only be retained as long as necessary to provide the services or as required by law. The Client indemnifies Heyoo against any losses arising from the Client’s failure to comply with data protection requirements.
   

17.0 General provisions 

• Governing Law 

This Agreement shall be governed and construed in accordance with the laws of the United Kingdom 

• Representations and warranties 

• The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party. 

• Entire Agreement 

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter. 

• Severability 

• If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect. 

• Copyrights 

• We guarantee to You that any elements of text, graphics, photos, videos, designs, trademarks, or other artwork that We provide to You for inclusion in this project are then owned by You and that You have permission to use them for all required purposes. We love to show off our work and share what We have learned with other people, so We request to display Your completed project as part of our portfolio and to write or talk about the project through digital and physical channels. Any assets requested for portfolio purposes will be approved by You before they are applied.
   

18.0 Updates to Terms and Conditions 

• Heyoo reserves the right to update or modify these Terms & Conditions at any time. You will be provided with notice via email prior to any changes taking effect.