Terms of Service

Welcome to StillPointHQ. These Terms of Service ("Terms" or "Agreement") govern your access to and use of our website at stillpointhq.comand our GrowthForge Pro services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

These Terms constitute a legally binding agreement between your business entity ("Client," "you," or "your") and:

In this Agreement, unless the context otherwise requires:

• "Agreement" means these Terms of Service and any applicable Service Order or Statement of Work.
• "Client" means the business entity entering into this Agreement with StillPointHQ.
• "Client Data" means all data, content, and information provided by the Client to StillPointHQ.
• "Confidential Information" means any non-public information disclosed by either party.
• "Deliverables" means any work product, reports, or materials delivered by StillPointHQ under this Agreement.
• "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "Services" means the GrowthForge Pro services and any other services provided by StillPointHQ.
• "Service Order" means a document specifying the particular Services to be provided.
• "StillPointHQ", "Company", "we", "us", or "our" means Stillpointhq Inc. (US) or Stillpointhq Ltd (UK), as applicable.

StillPointHQ provides GrowthForge Pro, a comprehensive business growth system designed for service-based businesses. Our Services include:

3.1 Service Delivery

The specific Services to be provided, including scope, deliverables, timelines, and fees, shall be set out in a Service Order or Statement of Work agreed between the parties. Each Service Order shall be subject to these Terms.

3.2 Service Standards

StillPointHQ shall perform the Services with reasonable skill and care, in accordance with generally accepted industry standards and practices.

3.3 Changes to Services

We reserve the right to modify, update, or discontinue any aspect of our Services upon reasonable notice to you. Material changes to Services already contracted shall be agreed in writing.

The Client agrees to:

• Provide accurate, complete, and timely information required for the provision of Services
• Designate a primary point of contact with authority to make decisions on behalf of the Client
• Respond to reasonable requests for information, approvals, and decisions within agreed timeframes
• Ensure all Client Data provided complies with applicable laws and regulations
• Obtain all necessary consents and permissions for the use of Client Data
• Maintain the security of account credentials and notify us immediately of any unauthorised access
• Comply with all applicable laws and regulations in connection with the use of Services
• Not use the Services for any unlawful, fraudulent, or harmful purpose

5.1 Fees

Fees for Services shall be as set out in the applicable Service Order. All fees are quoted exclusive of applicable taxes (VAT, sales tax, etc.), which shall be added where applicable at the prevailing rate.

5.2 Invoicing

Unless otherwise agreed in writing, we shall invoice the Client:

• For one-time projects: 50% upon signing and 50% upon completion
• For recurring services: Monthly in advance

5.3 Payment Terms

5.4 Late Payment Interest

5.5 Debt Recovery Costs

In addition to interest, we may claim reasonable costs of recovering any debt, including collection agency fees and legal fees to the extent permitted by applicable law.

5.6 Suspension of Services

We reserve the right to suspend Services if any invoice remains unpaid for more than 14 days past the due date, without prejudice to any other rights or remedies.

6.1 StillPointHQ IP

All Intellectual Property Rights in the Services, including our proprietary methodologies, tools, software, frameworks, templates, and processes ("StillPointHQ IP"), shall remain the exclusive property of StillPointHQ. Nothing in this Agreement transfers ownership of StillPointHQ IP to the Client.

6.2 Client IP

All Intellectual Property Rights in the Client Data and any pre-existing materials provided by the Client shall remain the exclusive property of the Client.

6.3 Deliverables

6.4 Licence to StillPointHQ IP

Where Deliverables incorporate StillPointHQ IP, we grant the Client a non-exclusive, non-transferable, perpetual licence to use such StillPointHQ IP solely as part of the Deliverables for the Client's internal business purposes.

6.5 Feedback

Any feedback, suggestions, or ideas provided by the Client regarding the Services may be used by StillPointHQ without restriction or compensation.

7.1 Confidential Information

Each party ("Receiving Party") agrees to keep confidential all Confidential Information received from the other party ("Disclosing Party") and to use it only for the purposes of this Agreement.

7.2 Obligations

The Receiving Party shall:

• Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information
• Not disclose Confidential Information to any third party without prior written consent
• Limit access to Confidential Information to personnel who need to know it for the purposes of this Agreement
• Ensure that personnel with access are bound by confidentiality obligations

7.3 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was already known to the Receiving Party before disclosure
• Is independently developed by the Receiving Party
• Is lawfully obtained from a third party without restriction
• Must be disclosed by law, regulation, or court order (with prompt notice to the Disclosing Party)

7.4 Duration

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, or indefinitely for trade secrets.

Both parties shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the California Consumer Privacy Act (CCPA), and other applicable US state and federal privacy laws.

8.1 Data Processing

To the extent that StillPointHQ processes personal data on behalf of the Client, StillPointHQ shall act as a data processor and the Client shall act as the data controller. In such circumstances, the parties shall enter into a Data Processing Agreement.

8.2 Our Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy, which forms part of this Agreement.

9.1 Exclusion of Certain Losses

9.2 Cap on Liability

9.3 Unlimited Liability

Nothing in this Agreement shall limit or exclude liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be lawfully limited or excluded under applicable law

9.4 Services "As Is"

Except as expressly stated in this Agreement, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

The Client shall indemnify and hold harmless StillPointHQ and its officers, directors, employees, and agents against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• The Client's breach of this Agreement
• The Client's use of the Services in violation of applicable laws
• Any third-party claim that the Client Data infringes any Intellectual Property Rights
• Any claim arising from the Client's acts or omissions

11.1 Termination for Convenience

Either party may terminate this Agreement by giving 30 days' written notice to the other party, subject to payment of all fees due for Services performed up to the termination date.

11.2 Termination for Breach

Either party may terminate this Agreement immediately by written notice if:

• The other party commits a material breach of this Agreement and fails to remedy it within 14 days of written notice
• The other party becomes insolvent, enters administration or bankruptcy, or ceases to carry on business

11.3 Effects of Termination

Upon termination:

• All rights granted under this Agreement shall cease immediately
• The Client shall pay all outstanding fees for Services performed
• Each party shall return or destroy Confidential Information of the other party
• StillPointHQ shall provide reasonable assistance to transition Services, subject to payment of applicable fees

11.4 Survival

Clauses which by their nature should survive termination shall continue in force, including: Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law.

12.1 Entire Agreement

This Agreement, together with any Service Orders and the Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations.

12.2 Amendments

We may update these Terms from time to time. Material changes will be notified to you in writing with at least 30 days' notice. Continued use of Services after such notice constitutes acceptance of the amended Terms.

12.3 Assignment

The Client may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.

12.4 Waiver

No failure or delay in exercising any right shall operate as a waiver of that right.

12.5 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.6 Force Majeure

Neither party shall be liable for any failure or delay in performing obligations due to circumstances beyond its reasonable control.

12.7 Notices

All notices shall be in writing and sent to the addresses specified in the Service Order or to such other address as notified in writing.

If you have any questions about these Terms of Service, please contact us: