These Terms & Conditions (“Conditions”) apply to all services provided by Paul Sullivan Marketing Limited (Company No. 10614777) trading as ARISE GTM (“Supplier”) to any business or organisation (“Client”).
These Conditions may be amended by the Supplier from time to time. The latest version will be published on the Supplier’s website or made available upon request.
“Contract” means these Conditions, together with any Statement of Work (“SOW”), Order Form, Master Services Agreement (“MSA”), proposal, specification, or written agreement signed or otherwise agreed between the Supplier and the Client.
“Order Form” means the document issued by the Supplier confirming the scope, commercial terms, pricing, and delivery basis of the Services.
“Statement of Work” (“SOW”) means a written scope of Services, Deliverables, timelines, fees, assumptions, and delivery approach agreed between the parties.
“Services” means any consultancy, strategic advisory, RevOps services, GTM services, HubSpot implementation, enablement, marketing delivery, analytics, BI delivery, automation, or other services supplied by the Supplier.
“Deliverables” means the outputs, assets, materials, documents, systems, dashboards, campaigns, playbooks, or implementations produced by the Supplier as part of the Services.
“Sprint” means a defined period of delivery, planning, or execution agreed in the applicable SOW or Order Form.
“Outcome-Based Incentives” means any additional performance-linked compensation payable by the Client, as defined in writing in the applicable Order Form or SOW.
“Client Materials” means any data, content, documentation, credentials, instructions, systems access, files, assets, or information supplied by the Client.
“Confidential Information” has the meaning set out in Clause 14.
2.1 Any quotation, proposal, or offer issued by the Supplier remains open for acceptance for a limited period unless otherwise stated in writing.
2.2 The Client’s acceptance of the Contract may be evidenced by any of the following:
2.3 The parties acknowledge that the mutual exchange of Services for Fees constitutes valid consideration sufficient to create a legally binding agreement.
2.4 This Contract constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations, discussions, representations, or understandings relating to its subject matter.
3.1 The Services shall be provided as described in the applicable SOW, Order Form, or written specification.
3.2 The Supplier may deliver Services using a combination of strategic frameworks, consulting methods, agile delivery practices, automation systems, and proprietary methodologies.
3.3 Unless expressly stated otherwise in writing, any timelines, delivery estimates, review cycles, revision limits, meeting cadence, service levels, or response commitments are indicative only and do not constitute binding obligations.
3.4 Any third-party tools, licences, platforms, advertising spend, subscriptions, or vendor fees required for delivery shall be payable by the Client unless explicitly included in the Supplier’s Fees.
4.1 The Client shall provide all Client Materials, approvals, access credentials, feedback, and decisions required for delivery in a timely manner.
4.2 The Client shall appoint an authorised representative empowered to provide instructions and approvals that bind the Client.
4.3 The Supplier shall not be liable for delays, reduced outcomes, or delivery impacts caused by late or incomplete Client Materials, restricted access, delayed approvals, or internal decision-making delays.
4.4 The Client warrants that it has full rights, permissions, and licences to provide any Client Materials to the Supplier.
5.1 Fees shall be as set out in the applicable SOW, Order Form, proposal, or invoice.
5.2 The Supplier may offer pricing structures including, but not limited to:
5.3 Minimum engagement thresholds may apply and will be confirmed in the applicable SOW or Order Form.
5.4 The Supplier reserves the right to review and update its pricing periodically.
6.1 Fees may be subject to annual increases. Where applicable, the Supplier may apply an annual uplift based on inflation or a fixed percentage uplift.
6.2 The Supplier shall provide written notice of any fee increase prior to implementation.
7.1 Payment terms shall be set out in the applicable Order Form, SOW, invoice schedule, or proposal.
7.2 Unless otherwise agreed in writing:
7.3 The Supplier reserves the right to suspend Services where invoices remain unpaid beyond the due date.
7.4 Interest on overdue invoices shall accrue at a rate determined by the Supplier, subject to applicable law.
7.5 The Client shall remain responsible for payment of all Fees incurred up to the date of suspension or termination.
8.1 If the Client delays delivery milestones, approvals, or feedback beyond a reasonable timeframe, the Supplier may:
8.2 The Supplier shall not be liable for delivery delays resulting from Client-caused slippage.
9.1 Any Services, Deliverables, or requests outside the agreed scope shall constitute a change request.
9.2 All change requests must be agreed in writing and may require a revised SOW, revised fees, revised delivery timelines, or additional charges.
9.3 The Supplier is not obligated to commence out-of-scope work until such changes are agreed in writing.
10.1 The Supplier may manage delivery using appropriate tools, agile delivery methods, sprint planning, stakeholder collaboration, and progress tracking via an agreed project management platform.
10.2 The Supplier may provide reporting, progress updates, check-ins, and delivery reviews at intervals agreed with the Client.
10.3 The Supplier is not responsible for delays caused by Client availability, internal approvals, missing information, or restricted access.
10.4 Escalation routes and governance procedures may be defined in the SOW or Order Form.
11.1 Any service level commitments, support availability, response times, or service credit terms shall apply only where expressly defined in a signed Service Level Agreement (“SLA”) or Schedule.
11.2 Where no SLA is agreed, support shall be provided on a reasonable endeavours basis.
12.1 Where Deliverables require acceptance testing or sign-off, the acceptance process shall be defined in the applicable SOW.
12.2 If the Client uses, publishes, deploys, or commercially exploits a Deliverable prior to formal acceptance, the Deliverable shall be deemed accepted.
12.3 Warranty terms, if applicable, shall be defined in the SOW or applicable Hosting Agreement.
12.4 The Supplier shall not be responsible for defects or issues arising from:
13.1 Where hosting services are provided, hosting terms, fees, and cancellation provisions shall be defined in a Hosting Agreement or Order Form.
13.2 Where the Supplier relies on third-party providers (including CRM systems, analytics platforms, AI systems, hosting providers, or payment processors), the Supplier is not responsible for downtime, outages, service interruptions, or service performance failures of those third parties.
13.3 The Client acknowledges that third-party providers may impose their own terms and service limitations.
14.1 All intellectual property rights, methodologies, frameworks, templates, tools, automation logic, training systems, strategic models, playbooks, and proprietary processes used or developed by the Supplier remain the exclusive property of the Supplier.
14.2 Subject to payment of all Fees, the Client is granted a limited, non-exclusive, non-transferable licence to use Deliverables solely for its internal business purposes.
14.3 The Supplier retains ownership of all pre-existing intellectual property and all improvements or derivative works created in the course of delivery unless explicitly assigned in writing.
14.4 The Client warrants that it has rights to all Client Materials provided and indemnifies the Supplier against claims arising from their use.
15.1 Each party agrees to keep the other party’s Confidential Information strictly confidential and to use it only for the purposes of fulfilling obligations under this Contract.
15.2 Confidential Information includes all business, commercial, technical, financial, operational, strategic, marketing, sales, and client-related information disclosed by one party to the other.
15.3 Confidentiality obligations shall survive termination of the Contract.
15.4 Confidentiality does not apply to information that:
16.1 Where the Supplier processes Personal Data on behalf of the Client, the parties shall comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
16.2 A Data Processing Agreement (“DPA”) may apply and shall be incorporated into the Contract where required.
16.3 The Client remains responsible for ensuring it has lawful basis to provide Personal Data to the Supplier.
17.1 The Supplier may utilise artificial intelligence tools and automation systems in the delivery of Services in accordance with the Supplier’s AI & ChatGPT Usage Policy.
17.2 The Supplier’s use of AI does not reduce its obligations relating to confidentiality, intellectual property, or data protection.
17.3 Client Confidential Information shall not be used to train public models and shall be processed in accordance with vendor contractual terms and restricted data retention configurations where configurable.
18.1 Subject to the Client’s prior written approval (not unreasonably withheld), the Supplier may reference the Client name, logo, and non-confidential outcomes in credentials, proposals, case studies, and marketing materials.
18.2 The Client may withdraw consent for future use by providing written notice.
19.1 During the term of the Contract and for a defined period thereafter, neither party shall knowingly solicit for employment any personnel of the other party directly involved in the delivery of Services.
19.2 This restriction does not apply to responses to general recruitment advertising not targeted at the other party’s personnel.
20.1 The Supplier shall not be liable for any indirect or consequential loss, including loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, or loss of business opportunity.
20.2 The Supplier shall not be liable for delays, performance impacts, or failures caused by third-party systems, Client systems, or Client-provided information.
20.3 The Supplier’s total aggregate liability arising under or in connection with the Contract shall be limited to the total Fees paid or payable under the applicable SOW or Order Form.
20.4 Nothing in this Contract excludes liability for fraud, fraudulent misrepresentation, or any liability that cannot be excluded under applicable law.
21.1 Either party may terminate a retainer-based engagement by providing written notice as defined in the applicable Order Form or SOW.
21.2 The Supplier may terminate immediately by written notice if:
21.3 On termination, all outstanding invoices become immediately payable and the Supplier may invoice for work completed up to the termination date.
21.4 Termination does not affect accrued rights, obligations, or remedies.
22.1 Neither party shall be liable for delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.
23.1 The Supplier may engage subcontractors, consultants, or delivery partners to provide Services.
23.2 The Supplier remains responsible for subcontractor performance and quality.
24.1 Variation: No variation of this Contract shall be valid unless in writing and signed by both parties.
24.2 Severability: If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remainder of the Contract shall remain in force.
24.3 Third Party Rights: No third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999.
24.4 Governing Law: This Contract is governed by the laws of England and Wales.
24.5 Jurisdiction: The parties submit to the exclusive jurisdiction of the courts of England and Wales.
24.6 Order of Precedence: In the event of conflict, the Supplier’s Terms & Conditions shall take precedence unless expressly varied in writing and signed by an authorised director of the Supplier.
These Terms of Engagement are issued by Paul Sullivan Marketing Limited (t/a ARISE GTM) and apply to all projects, retainers, and advisory services unless otherwise agreed in writing.
| Version | Summary of Changes | Date Issued | Issued By |
|---|---|---|---|
| v1.0 | Initial unified Terms of Engagement release | 01 May 2025 | Paul Sullivan |
| v1.1 | Added Project Management Framework | 29 July 2025 | Paul Sullivan |
| v1.2 | Delay Fee and Re-engagement Clause added | 29 July 2025 | Paul Sullivan |
| v1.3 | Fees statement added | 29 July 2025 | Arise GTM Ops Team |
| v1.4 | Removed definitive delivery SLAs; strengthened scope governance, AI governance, and SOW precedence controls | 15 February 2026 | Arise GTM Ops Team |
