1. About these terms
1.1 These terms apply to OW Sync connector subscriptions supplied by Cogent Connective Limited ("Cogent", "we", "us"). They form part of the Agreement under our Terms of Business, which apply in full. Words defined in the Terms of Business have the same meaning here.
1.2 If these terms conflict with the Terms of Business on an OW Sync matter, these terms take priority. The Quote takes priority over both.
2. The service
2.1 An OW Sync connector synchronises data between HubSpot and a business system such as an ERP, accounting or finance platform, using the objects, fields, direction and schedule set out in the Quote or the connector's scoping summary.
2.2 The subscription includes:
- hosting and running the connector on Cogent's platform;
- maintenance, updates and security fixes to the connector;
- support under clause 7;
- any standard workflows, properties, dashboards or reports supplied with the connector package.
2.3 It does not include bespoke development, extra HubSpot configuration, new HubSpot assets beyond those in the package, data cleansing or migration, or other consultancy. We quote for these separately.
3. Subscription term and renewal
3.1 The subscription starts on the billing start date in the Quote and runs for the term in the Quote. If no term is stated, the term is 12 months.
3.2 At the end of each term, the subscription renews automatically for a further 12 months unless either of us gives at least 30 days' written notice before the renewal date.
3.3 There is no refund for ending a subscription part-way through a term, except where we end it for our convenience or you end it because of our material breach.
4. Onboarding
4.1 Each connector has a one-off onboarding fee, charged in the month stated in the Quote. Onboarding covers scoping, a scoping summary for your sign-off, configuration, field mapping, testing and go-live.
4.2 The subscription fee starts on the billing start date in the Quote, whether or not go-live has happened, unless the delay is caused by us.
5. Fees and payment
5.1 Subscription fees are invoiced in advance on activation and then on the 1st of each billing period, at the price and frequency in the Quote. Payment is due on receipt of invoice. We do not offer credit terms.
5.2 All prices exclude VAT, which is added at the prevailing rate.
5.3 If payment is late, clause 6.7 of the Terms of Business applies, including suspending the connector after 5 Working Days' written notice. While suspended, data does not sync and we are not responsible for any resulting gaps.
6. Price changes
6.1 We may change the subscription price from a renewal date by giving at least 60 days' written notice. Unless agreed otherwise, an increase will not exceed 10% a year.
6.2 If you do not accept a price change, you may end the subscription at the renewal date by telling us before it.
7. Support
7.1 Support is available by email to support@cogentconnective.com or through the agreed ticketing channel, 9am to 5pm UK time on Working Days.
7.2 Our response targets are:
| Issue | First response | Target to resolve or give a plan |
|---|---|---|
| Sync stopped for all records | Same Working Day | 1 Working Day |
| Some records not syncing, mapping or configuration queries | Same Working Day | 3 Working Days |
| Platform or API-level faults needing a code change | Same Working Day | 2 Working Days for a diagnosis and plan |
| Feature requests | 5 Working Days | Considered for the roadmap |
7.3 These are targets, not guarantees, and do not give rise to service credits.
7.4 Support covers the connector as configured. Changes to field mapping, new objects or new workflows are change requests, quoted under clause 5 of the Terms of Business.
8. Your responsibilities
8.1 You will:
- hold valid licences for HubSpot and the connected system, including any API access, add-ons or user seats the connector needs;
- give us and keep current the credentials, API keys and network access (for example IP allow-listing) needed for the connector;
- tell us in advance of upgrades, migrations, new fields or process changes in either system that may affect the sync;
- check synced data during onboarding and report issues promptly;
- keep your own backups of the connected systems.
9. Third-party systems
9.1 The connector depends on HubSpot's and the connected system's APIs, which we do not control. We are not responsible for their outages, limits or changes.
9.2 If a third party changes or withdraws an API, we will use reasonable efforts to update the connector within the subscription. Where the change needs major rework, we will tell you and may quote for it.
10. Data
10.1 Our Data Processing Schedule applies to personal data the connector processes for you.
10.2 The connector reads and writes only the objects and fields set out in the Quote or scoping summary.
10.3 Sync logs and queues are kept for [30] days for troubleshooting and then deleted. On request when the subscription ends, we will provide any data we hold in a standard format within 30 days and then delete it.
11. Availability and changes to the platform
11.1 We aim to keep the connector running continuously but do not guarantee uninterrupted or error-free operation. We will try to give notice of planned maintenance that may interrupt syncing.
11.2 We may improve or change the platform and its hosting, provided the connector's core function and the protection of your data are not reduced. We may retire a connector on at least 6 months' notice, ending the subscription at that point with a refund of any fees paid for the period after it.
12. Suspension and ending
12.1 We may suspend a connector straight away if it is causing harm to either system, to our platform or to other customers, and will tell you why and work with you to restore it.
12.2 Either of us may end a subscription under clauses 15.3 and 15.5 of the Terms of Business. When a subscription ends, the connector stops and your access to it ends. HubSpot properties and data already synced stay in your HubSpot portal.
13. Licence
13.1 The connector, the OW Sync platform and its documentation are Cogent IP. While the subscription is active, you have a non-exclusive, non-transferable licence to use the connector for your own business. You may not copy, resell, reverse engineer or build a competing product from it.
14. Liability and changes to these terms
14.1 Clause 14 of the Terms of Business applies. For OW Sync, our total liability is limited to the subscription and onboarding fees you paid for the connector in the 12 months before the claim.
14.2 We may update these terms on at least 30 days' notice. Changes that reduce your rights apply from your next renewal.