Thank you for choosing PartnerUp Limited (“PartnerUp“). These terms and conditions of service (“Terms of Service”) apply to the PartnerUp website at https://partneruphub.com/. By using our website, you agree to these Terms of Service. You should read all of our terms carefully. If you do not agree, do not use our website.

PartnerUp reserves the right to update and change these Terms of Service from time to time without notice to you. These Terms of Service were last updated in May 2024.

Violation of any of the terms below may result in the termination of your Account.

Interpretation

In these Terms of Service, unless the context otherwise requires, the following expressions have the following meanings:

Acceptable Use	means the usage policy set out in paragraph 8
Account	the primary means for accessing and using our website
Account Manager	means a person, company or legal entity that uses our website in the course of a business
Content	means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being uploaded or stored on a computer that appears on, or forms part of, our website
Data Protection Legislation	means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended
Free Service	means the ongoing, limited free services as described in paragraph 4
Free Trial	means a free trial of the Subscription Service for a limited period of time, as described in paragraph 4
Subscription Fee	means the amount we charge you for using our Subscription Service as described in paragraph 4
Subscription Service	means a subscription to our website partneruphub.com
we/us/our	means PartnerUp Limited, a limited company registered in England under company number 15237288, whose registered address is 1 Elm Road, Westergate, Chichester, England, PO20 3RQ

1. Information about us

1.1 Our website partneruphub.com is owned and operated by PartnerUp Limited. Access to our website is subject to these Terms of Service. It is your responsibility to make any and all arrangements necessary in order to access our website.

1.2 By using the Subscription Service, you consent to and agree to comply with our Privacy Policy which explains how we collect, use and protect the personal information you provide to us, available from partneruphub.com/privacy-policy. This policy is incorporated into these Terms of Service by this reference. You also agree that you will comply with the Data Protection Legislation applicable to you.

1.3 Technical support is provided during ordinary business hours via email at [email protected].

1.4 If you wish to contact us, please email us at [email protected].

2. Account registration

2.1 You must open an Account with us to use the Subscription Service. You may not create an Account if you are under eighteen years of age.

2.2 During registration we will ask you for information, which may include, without limitation, your name and other personal information. The information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.

2.3 We recommend that you choose a strong password for your Account. It is your responsibility to keep your password safe.

2.4 You are responsible for:

• maintaining the security of your Account and password. PartnerUp cannot and will not be liable for any loss or damage from your failure to comply with this security obligation
• for all content posted and activity that occurs under your Account (as a result of actions taken by persons to whom you have granted access to your Account, or persons who have gained unauthorised access to your Account as a result of your failure to keep your Account details secure, or otherwise your failure to comply with these Terms of Service)
• >ensuring that all access, use and receipt by your users is subject to and in compliance with these Terms of Service.

2.5 We reserve the right to change your Account, suspend or cancel the Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the Account registration requirements, where doing so is reasonably necessary to protect our legitimate business interests. We will endeavour to give you reasonable notice of any cancellation.

2.6 Users. Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as you would like. In the case of an Account Manager or a key person or company managing projects for multiple brands; this is allowed but monitored.

2.7 If you believe your Account is being used without your permission, please contact us immediately at [email protected]. We will not be liable for any unauthorised use of your Account.

2.8 Availability. The service is provided on an “as is” and “as available” basis. We may alter, suspend or discontinue our website (or any part of it) at any time and without notice. We will not be liable to you in any way if our website (or any part of it) is unavailable at any time and for any period. If we suspend or discontinue our website (or any part of it), we will try to give you reasonable notice of the suspension or discontinuation.

3. Modifications

3.1 We reserve the right at any time and from time to time to:

• modify our Subscription Service, including by adding or deleting features and functions, in an effort to improve your experience
• modify the price of our Subscription Service with 30 days notice. Such notice may be provided at any time via email or by posting on our website. If you do not agree to such a change, you may cancel your Subscription Service as described in these Terms of Service.

3.2 If you do not agree to any modification, you may stop using our Subscription Service at any time by deactivating your Account without penalty. Your continued access to, or use of, the Subscription Service after any modification shall constitute your acceptance of such modification. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Subscription Service.

4. Subscriptions, fees and payment terms

4.1 We may offer a free trial of the Subscription Service for a period of six (6) months (“Free Trial”). You are not required to enter your billing information when you sign up for the Free Trial. Your Free Trial ends on the earlier of either (a) the end of the Free Trial period (unless canceled or terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription before the end of the Free Trial, all of your data in the Subscription Service may be permanently deleted at the end of the Free Trial, and we will not recover it. If we include additional terms and conditions on the Free Trial registration web page, those will apply as well. We may modify the terms of the Free Trial offer, or cancel such Free Trial offer at any time. You may cancel your Free Trial at any time by emailing us at [email protected].

4.2 Our website includes:

• free services for which no fees are charged but which has limited access to our website (“Free Service”)
• paid-for services which are to be paid on a recurring basis and which give full access to our website (“Subscription Service”).

By signing up for a Subscription Service, including after any Free Trial, you agree to pay us the Subscription Fee, to be billed in advance on a recurring and periodic basis.

4.3 Unless otherwise provided, you can elect to subscribe monthly or annually on a rolling basis. The Subscription Fee will automatically be charged on the first day of your chosen billing cycle until cancelled. You may cancel your subscription at any time from your Account settings. If you cancel your subscription, you will continue to have access to the Subscription Service through the end of your then current billing cycle, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon at least thirty (30) days’ advance notice. Your continued use of your Subscription Service after notice of a change to our Subscription Fee will constitute your agreement to such changes.

4.4 The Subscription Fee is exclusive of VAT. If the VAT rate changes between when you sign up for an Account and when we take payment, the amount of VAT payable will be automatically adjusted when taking payment.

4.5 We use a third-party company, Stripe, to process your Subscription Fee monthly via direct debit. We must abide by Stripe’s terms and conditions. Their privacy policy can be viewed here

4.6 Except when required by law, paid Subscription Fees are non-refundable. Unless it is within our 30 day money back guarantee.

4.7 Refund: 30 day money back guarantee. We seek your full satisfaction with our Services. However, if you are not satisfied with our Services, you may cancel the Subscription and request a refund within thirty (30) days following your purchase of our Services (“Money Back Guarantee”). Please note that Subscriptions may be refunded on the basis of the Money Back Guarantee only after the initial purchase. Once a Subscription is renewed, it cannot be refunded on the basis of the Money Back Guarantee.

4.8 In limited circumstances, we may need to suspend the provision of your Subscription Service (in full or in part) for one or more of the following reasons:

• to fix technical problems or to make necessary minor technical changes
• to update the Subscription Service to comply with relevant changes in the law or other regulatory requirements
• to make more significant changes to the Subscription Service.

4.9 If we need to suspend availability of your Subscription Service for any of the reasons set out above, we will inform you in advance of the suspension and explain why it is necessary (unless we need to suspend availability for urgent or emergency reasons, in which case we will inform you as soon as reasonably possible after suspension).

5. Content

5.1 You agree to that you will be solely responsible for your Content. Specifically, you agree, represent and warrant that you are the owner of the Content or otherwise have the right to submit Content and that all such Content will comply with our Acceptable Use policy.

5.2 You retain ownership of your Content and all intellectual property rights subsisting therein. When you submit Content, you grant us an unconditional, non-exclusive, fully transferrable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your content for the purposes of operating and promoting our website, with or without attribution or reference to you.

5.3 We have no obligation to monitor any Content, but we may reject, reclassify, or remove any content from our website where, in our sole opinion, it violates our Acceptable Use policy, or if we receive a complaint from a third party and determine that the content in question should be removed as a result.

5.4 You may modify or remove your Content via your Account or by terminating your Account, but your Content may persist in historical, archived or cached copies and versions available on or through the Subscription Service.

6. Links to websites

6.1 You may link to our website provided that:

• you do so in a fair and legal manner
• you do not do so in a manner that suggests any form of association, endorsement or approval by us where none exists
• you do not use any logos or trademarks displayed on our website without our express written permission
• you do not do so in a way that is calculated to damage our reputation or to take unfair advantage of it.

6.2 Links to other sites may be included on our website and you access any such website at your own risk. Unless expressly stated, these other sites are not within our control. We neither assume nor accept responsibility or liability for the content of third-party sites. Unless expressly stated, the inclusion of a link to another site on our website is for information only and does not imply any endorsement of the sites themselves or of those in control of them. We may receive a fee if users click through to a link from our website.

7. Communication

7.1 You consent to accept and receive communications from us. Such communications may include, without limitation, requests for secondary authentication, receipts, reminders, notifications regarding updates to your Account or Account support and marketing or promotional communications.

7.2 You may opt out of receiving communications we send to you by contacting us at [email protected].

8. Acceptable Use

8.1 You agree that you will use our website in a manner that is lawful. Specifically, you agree to:

• comply fully with any and all local, national or international laws and/or regulations
• not use our website in any way, or for any purpose, that is unlawful or fraudulent
• not use our website to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind
• not use our website in any way, or for any purpose, that is intended to harm any person or persons in any way.

8.2 You agree that you will not:

• directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Service or any software, documentation or data related to the Subscription Service;
• modify, translate, or create derivative works based on the Subscription Service (except to the extent expressly permitted by us)
• or remove any proprietary notices or labels.

8.3 When submitting Content (or communicating in any other way using our website), you must not submit, communicate or otherwise do anything that:

• is obscene, deliberately offensive, hateful or otherwise inflammatory
• promotes violence or assists in any form of unlawful activity
• discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation or age
• is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person
• is calculated or is otherwise likely to deceive
• is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to
• misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive
• implies any form of affiliation with PartnerUp where none exists
• infringes, or assists in the infringement of, the intellectual property rights of any other party
• is in breach of any legal duty owed to another party.

8.4 You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.

8.5 You will notify us promptly of any unauthorised use of your users’ identifications and passwords or your Account by emailing [email protected].

8.6 We reserve the right to suspend or terminate your access to our website and we may take one or more of the following actions:

• suspend, whether temporarily or permanently, your Account and/or your right to access our website
• remove any Content submitted by you that violates this Acceptable Use policy
• issue you with a written warning
• take legal action against you as appropriate
• disclose such information to authorities as required or as we deem reasonably necessary
• any other actions which we deem reasonably appropriate (and lawful).

8.7 We hereby exclude any and all liability arising out of any actions that we may be required to take in response to any breach by you of these Terms of Service.

9. Upgrading and downgrading terms

9.1 Any upgrade or downgrade in your subscription may result in a new fee being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles.

9.2 Downgrading your subscription may cause the loss of features or capacity of your Account. We do not accept any liability for such loss.

9.3 From time to time, we may run promotional material offering discounted or free trial memberships for a period of time. These promotional codes are not redeemable for cash and may not be returned for a cash refund, exchanged, resold. These promotional codes are also non-transferrable to an existing user unless explicitly in the promotional material.

10. Data protection

10.1 All personal data that we may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.

10.2 For complete details of our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to our Privacy Policy available from partneruphub.com/privacy-policy.

10.3 If you have questions or comments about our Privacy Policy, you may email us at [email protected].

11. Intellectual property

11.1 These Terms of Service govern access to, and use of, the Subscription Service, and you are not granted a licence to any software by these Terms of Service.

11.2 With the exception of your Content, all Content included on our website and the copyright and other intellectual property rights subsisting in that content, unless specifically labelled otherwise, belongs to or has been licensed by us. We retain all intellectual property rights to the PartnerUp content, the Subscription Service, and any other products or services provided under these Terms of Service. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the PartnerUp Content and the Subscription Service, in whole or in part, by any means, except as expressly authorised in writing by us.

11.3 We encourage all our users to comment on the Subscription Service, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service, without payment or attribution to you.

12. Termination of your Subscription Service

12.1 You may cancel your subscription to the Subscription Service at any time from your Account settings or you may also inform us of your cancellation by email at [email protected]. If you cancel your subscription, you will continue to have access to the Subscription Service through the end of your then current billing cycle, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid.

12.2 Termination for modification. If we modify any part or all of these Terms of Service and you do not agree with such modification, you must notify us in writing within thirty (30) days after we give notice of the revision. If you give us this notice, then your Subscription Service will continue to be governed by the terms and conditions of these Terms of Service prior to modification until your next renewal date, after which the current terms posted at https://partneruphub.com/terms-conditions/ will apply. However, if we can no longer reasonably provide the Subscription Service to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then these Terms of Service and/or affected Subscription Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Subscription Service.

12.3 Termination for Non-Payment. If you do not make any payment due to us on time, we may suspend your access to the Subscription Service. We will provide you with notice of non-payment of any amount due. If you do not make payment within ten (10) days of our reminder, we may cancel your Subscription Service. Any outstanding sums due to us will remain due and payable. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Subscription Service.

12.4 Termination for Reputational Damage: We may terminate your Subscription Service immediately without notice to you if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

12.5 We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

12.6 Effect of Termination or Expiration. If your Subscription Service is terminated or expires, we will continue to make available to you our Free Services provided however, this may not be the case if your Subscription was terminated under 12.3 or 12.4 above. You will continue to be subject to these Terms of Service for as long as you have access to an Account.

12.7 Upon termination or expiration of your Subscription Service, you will stop all use of the Subscription Service and PartnerUp Content. Unless expressly provided otherwise, Subscription Fees are non-refundable.

13. Publicity

13.1 You grant us the right to add your name and company logo to our customer list, social media accounts and on our website. You can opt-out of this use at any time by emailing us at [email protected].

14. Disclaimers

14.1 Nothing on our website constitutes professional advice on which you should rely. It is provided for general information purposes only.

14.2 Except as set out in these Terms of Service, we make no representations or warranties about the suitability, reliability, availability, timeliness, security, accuracy or completeness of the Subscription Service, data synched to or made available from the Subscription Service or PartnerUp Content for any purpose.

15.3 Insofar as is permitted by law, we make no representation, warranty, or guarantee that our website will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure. If, as a result of our failure to exercise reasonable care and skill, any digital Content from our website damages your device or other digital Content belonging to you, you may be entitled to certain legal remedies.

14.4 We make reasonable efforts to ensure that the Content on our website is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the content is complete, accurate, or up-to-date.

14.5 No Indirect Damages. To the extent permitted by law, in no event will we be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data or business opportunities arising out of or related to these Terms of Service, whether an action is in contract or tort and regardless of the theory of liability; provided that, this limitation will not apply to you if you only use the Free Services.

15. Limitation of liability

THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

15.1 We warrant that the Subscription Service will be provided in a manner consistent with generally accepted industry standards. To the fullest extent permissible by law:

• we accept no liability to any user for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) our website or the use of or reliance upon any free content included on our website
• we exclude all representations, warranties, and guarantees (whether express or implied) that may apply to our website or any free Content included on our website.

15.2 We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.

15.3 We exercise all reasonable skill and care to ensure that our website is free from viruses and other malware. We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of our website.

15.4 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of our website resulting from external causes including, but not limited to, equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

15.5 Nothing in these Terms of Service excludes or restricts our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.

15.6 If we are found to have any liability to you, you hereby agree that our aggregate liability will be limited to a sum equal to the total amounts paid or payable for the Subscription Service in the twelve-month period preceding the event giving rise to a claim.

16. Indemnity

16.1 You agree that you will indemnify, defend and hold PartnerUp harmless from and against any and all claims, costs, losses, damages, judgements, penalties, interest and reasonable expenses arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or relates to

• your violation of any third-party right including, without limitation, any right of privacy, publicity rights or intellectual property rights
• your violation of applicable laws in relation to your use of the Subscription Services except, in each case, to the extent arising from our fraud, negligence or willful misconduct.

17. Miscellaneous

17.1 These Terms of Service, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.

17.2 Any disputes concerning these Terms of Service, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.