YDY HUB LTD — MASTER SUBSCRIPTION AGREEMENT & PLATFORM TERMS (B2B)

Version: 1.1 (September 2025)
Provider: YDY Hub Ltd (Company No. 16684478), Hightrees, Oak Ridge, Leeds, LS22 6GT, United Kingdom
Support & Notices Email: [email protected]
Scope: Business customers only. These Terms do not apply to consumers.

How these Terms work
(a) These Terms form a master agreement between YDY Hub Ltd (Provider) and the business named in an executed order form (Client).
(b) A signed or electronically accepted Order Form (including any renewal or change order) incorporates these Terms by reference. If there is any conflict, the Order Form prevails.
(c) By signing the Order Form or using the Services, Client agrees to these Terms.

1. DEFINITIONS

Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
Authorised Users: individuals whom Client authorises to access the Services under Client’s account.
Client Content: content, data, files, images, video, audio, text, leads/contacts and other materials uploaded to or generated in Client’s Sub‑Account(s), excluding Provider Content.
Confidential Information: information disclosed by a party that is confidential in nature or would reasonably be considered confidential, including the terms of this Agreement.
Documentation: Provider’s then-current user and admin guides, technical docs and policies made available with the Services.
Order Form: a document executed by the parties specifying subscription plan(s), quantities, fees, term(s), support level, and other commercial details.
Provider Content: the platform, software, templates, playbooks, sample campaigns, documentation and materials supplied by Provider, excluding Client Content.
Referral Client: a Client sourced via YDY Coaching Ltd (as evidenced in the Order Form).
Services: access to and use of the YDY Hub software platform (including Sub‑Accounts), associated hosting, and standard support, as set out in the applicable Order Form.
Sub‑Account: a dedicated Client account (and any linked workspaces) provisioned within Provider’s platform tenancy.
UK Data Protection Laws: the UK GDPR and the Data Protection Act 2018, together with applicable e-privacy rules (including PECR).

2. SERVICES; ACCESS & USE

2.1 Provision. Provider will make the Services available to Client during the Subscription Term stated in the Order Form, in accordance with these Terms.
2.2 Authorised Users. Client is responsible for its Authorised Users’ compliance with these Terms and for all activity occurring under its Sub‑Account(s).
2.3 Licence. Subject to payment of Fees, Provider grants Client a non‑exclusive, non‑transferable, non‑sublicensable right for Authorised Users to access and use the Services solely for Client’s internal business purposes.
2.4 Changes; Beta. Provider may improve or modify the Services from time to time. Provider may offer beta, preview or early‑access features (“Beta Services”) provided “as is” and which may be withdrawn at any time.
2.5 Third‑Party Services. The Services may interoperate with third‑party products and services (e.g., payment processors, email/SMS gateways, WhatsApp BSPs). Provider is not responsible for third‑party services; Client’s use is subject to the applicable third‑party terms.

3. ACCEPTABLE USE; CLIENT OBLIGATIONS

3.1 Acceptable Use. Client and its Authorised Users must not: (a) violate any law; (b) infringe third‑party rights; (c) upload harmful code; (d) send spam or unsolicited communications; (e) attempt to gain unauthorised access; (f) benchmark the Services for competitive purposes; (g) resell, lease, or provide the Services to third parties except as expressly permitted.
3.2 Marketing & PECR. Client is solely responsible for compliance with laws governing marketing communications and cookies (including obtaining valid consent where required) when using the platform to send email, SMS or direct messages and to deploy cookies or similar technologies.
3.3 Credentials & Security. Client must keep credentials confidential, implement reasonable security in its environment, and promptly notify Provider of any suspected compromise or unauthorised use.
3.4 Client Systems. Client is responsible for compatible devices, browsers, network connectivity, and configuration required to access the Services.

4. FEES, TAXES & PAYMENT

4.1 Fees. Client will pay the subscription, usage and other fees specified in the Order Form. Unless stated otherwise, Fees are invoiced in advance and are non‑cancellable and non‑refundable.
4.2 Billing & Methods. Fees are payable by direct debit (GoCardless), card (Stripe), or other agreed method. Client authorises Provider’s payment processor(s) to charge the payment instrument on file for all Fees when due.
4.3 Upgrades / Downgrades. Plan changes may be requested via Order Form or in‑product purchase flow. Upgrades take effect immediately and are prorated; downgrades apply on the next renewal unless agreed otherwise in writing.
4.4 Auto‑Renewal. Subscriptions renew for successive terms equal to the expiring term (monthly/annual, as stated in the Order Form) unless either party gives at least 30 days’ notice before renewal.
4.5 Taxes. Fees are exclusive of VAT and other taxes. Client is responsible for applicable taxes, excluding taxes based on Provider’s net income.
4.6 Late Payment. Overdue amounts may accrue interest at the lesser of (i) 8% above the Bank of England base rate per annum or (ii) the maximum lawful rate, plus reasonable debt‑recovery costs. Provider may suspend the Services for unpaid Fees after notice.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Provider and/or its licensors own all rights in the Services and Provider Content. No rights are granted except as expressly stated.
5.2 Client Content. As between the parties, Client owns Client Content. Client grants Provider a non‑exclusive licence to host, process, transmit and display Client Content solely to provide and improve the Services and to address support, security and legal issues.
5.3 Feedback. If Client provides feedback or suggestions, Provider may use them without restriction or obligation.
5.4 Restrictions. Client must not copy, modify, create derivative works, reverse engineer, or remove proprietary notices from the Services or Provider Content, except to the extent that such restrictions are prohibited by law.

6. CONFIDENTIALITY

6.1 Obligations. Each party will protect the other’s Confidential Information using at least the care it uses for its own similar information and not less than reasonable care, and will use it only to perform under this Agreement.
6.2 Exclusions. Confidentiality obligations do not apply to information that is public without breach, already known without confidentiality duty, independently developed, or rightfully received from a third party.
6.3 Compelled Disclosure. A party may disclose Confidential Information where legally required, if it gives prompt notice and cooperates (where lawful) to seek protective treatment.

7. DATA PROTECTION

7.1 Roles. In providing the Services, Provider processes personal data on behalf of Client as processor. Client is the controller of Client personal data.
7.2 DPA. The Data Processing Addendum in Schedule 2 forms part of this Agreement and governs such processing, including sub‑processing, international transfers and security measures.
7.3 Privacy. Provider’s privacy notice (as updated from time to time) describes Provider’s processing as an independent controller where applicable (e.g., account administration, billing, platform security, service analytics).

8. WARRANTIES & DISCLAIMERS

8.1 Service Warranty. Provider warrants that, during the Subscription Term, the Services will materially conform to the then‑current Documentation and be provided with reasonable skill and care.
8.2 Remedy. Client’s exclusive remedy for breach of the above warranty is, at Provider’s option, repair/re‑performance, replacement of the affected functionality, or a credit/fee refund for the affected period.
8.3 Disclaimer. Except as expressly stated, the Services and all related materials are provided “as is” and “as available”. Provider disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement. Provider does not warrant uninterrupted or error‑free operation or that the Services will meet Client’s requirements.

9. INDEMNITIES

9.1 IP Indemnity by Provider. Provider will defend Client against third‑party claims alleging that the Services, as provided by Provider, infringe UK intellectual property rights, and will pay damages and reasonable costs finally awarded or settled (subject to Section 11 caps), provided Client: (a) promptly notifies Provider; (b) gives sole control of defence and settlement to Provider; and (c) provides reasonable assistance.
9.2 Mitigation. If a claim arises, Provider may: (i) procure the right for Client to continue using the Services; (ii) replace or modify the Services so they are non‑infringing; or (iii) terminate the affected subscription and refund prepaid fees for the remaining term.
9.3 Exclusions. Provider has no liability for claims arising from combinations with non‑Provider products, Client Content, or use contrary to the Documentation.
9.4 Client Indemnity. Client will defend and indemnify Provider against claims arising from Client Content, Client’s marketing communications and cookie practices, or Client’s breach of law or this Agreement.

10. LIMITATION OF LIABILITY

10.1 Unlimited Liabilities. Nothing limits a party’s liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded by law.
10.2 Cap. Subject to 10.1, each party’s total aggregate liability arising out of or relating to this Agreement will not exceed the total Fees paid or payable by Client for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.
10.3 Exclusion of Certain Damages. Subject to 10.1, neither party will be liable for loss of profits, revenue, goodwill, data, or for any indirect or consequential loss, in each case however caused and under any theory of liability.

11. TERM; SUSPENSION; TERMINATION

11.1 Term. This Agreement starts on the Effective Date of the first Order Form and continues until all subscriptions hereunder have expired or been terminated.
11.2 Suspension. Provider may suspend access immediately on written notice if: (a) Client is in material breach (including non‑payment), (b) suspension is needed to address a security risk or protect the platform/other users, or (c) required by law. Provider will lift a suspension when the cause is remedied.
11.3 Termination for Cause. Either party may terminate this Agreement or an affected Order Form for material breach not cured within 30 days of notice.
11.4 Convenience. Either party may give 30 days’ notice to terminate at the end of the then‑current Subscription Term.
11.5 Effect of Termination. On termination/expiry: (a) all rights to use the Services cease; (b) Provider will make available a self‑service export and/or upon request provide a machine‑readable export of Client Content then‑held; (c) after 30 days, Provider may delete remaining Client Content in accordance with Schedule 2.

12. SERVICE LEVELS & SUPPORT (SUMMARY)

12.1 Availability Target. 99.5% monthly uptime, excluding Scheduled Maintenance and factors outside Provider’s reasonable control (see Force Majeure).
12.2 Maintenance Windows. Scheduled maintenance will typically occur outside 21:00–06:00 UK time. Provider will give at least 24 hours’ notice for non‑urgent maintenance.
12.3 Support. Standard support is via email/ticket during Business Days (09:00–17:30 UK time). Enhanced support (e.g., chat/phone, extended hours, SLA response times) is available on certain plans as stated in the Order Form.
12.4 Credits. If availability falls below target, Client may request service credits as specified in Schedule 1; credits are Client’s exclusive remedy for availability issues.

13. NOTICES

13.1 Method. Notices must be in writing and delivered by email to [email protected] (for Provider) and the Notice Email specified in the Order Form (for Client), or by courier, or by pre‑paid first‑class post to the registered office (or such other address notified in writing).
13.2 Deemed Receipt. Email: at transmission time if not returned, provided a copy is retained by sender; courier: on delivery; post: two Business Days after posting within the UK.

14. ASSIGNMENT; SUBCONTRACTING

14.1 Assignment. Client may not assign or transfer this Agreement without Provider’s written consent (not to be unreasonably withheld). Provider may assign to an Affiliate or in connection with a merger, acquisition, reorganisation or sale of assets.
14.2 Sub‑processing. Provider may use sub‑processors for hosting, support and delivery of the Services, subject to Schedule 2.

15. GENERAL

15.1 Entire Agreement. This Agreement (including all Schedules and Order Forms) is the entire agreement and supersedes prior agreements relating to its subject matter.
15.2 Amendments. Changes to these Terms will be notified in advance and become effective at the next renewal unless the change is required by law or security, in which case it may take effect sooner. Material adverse changes give Client a right to terminate affected Services on notice before the change takes effect.
15.3 Severability; Waiver. If a provision is unenforceable, the remainder remains in effect. No failure or delay in exercising a right is a waiver.
15.4 Publicity. Provider may use Client’s name and logo to identify Client as a customer, unless Client opts out by written notice.
15.5 Governing Law & Jurisdiction. This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
15.6 Third‑Party Rights. No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
15.7 Business Customers Only. Client confirms it is a business and is entering into this Agreement for business purposes only.