Partnership Terms & Conditions

In these Terms and Conditions the following expressions shall have the meanings ascribed to them below:

• "Commercial Partner", "you", "your" means the business entering into this Agreement with us, referred to in our public-facing materials as a "Site Supporter".
• "Partnership Fee" means the fee payable by you as confirmed in the order documentation, your Square payment receipt, or such other written confirmation issued by us at the time of booking.
• "Partnership Placement" means the digital listing, card, or display feature published on the Site in accordance with this Agreement, incorporating such content as is agreed between the parties.
• "Agreement" means the binding contract formed between us and you upon acceptance of your order or receipt of your first payment, whichever is earlier, incorporating these Terms and Conditions.
• "Cancellation Period" means the period of seven (7) calendar days commencing on the date on which your order is placed.
• "Site" means safeguard-hub.org and all associated subpages operated by us.
• "Term" means the duration of the partnership arrangement as specified in your order documentation.
• "We", "us", "our" means The Safeguard Initiative Ltd, a company registered in England & Wales (Company Number 17200260), trading as The Safeguard Hub, whose registered office is at 4–8 Greatorex Street, London E1 5NF.
• "Working Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.

2.1 This Agreement is between The Safeguard Initiative Ltd, registered in England & Wales (Company Number 17200260), trading as The Safeguard Hub ("we", "us"), and the Commercial Partner identified at the time of booking ("you").

2.2 By placing an order you confirm that you are entering into this Agreement wholly in the course of a business and not as a consumer. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms and Conditions, and references to "you" shall be construed accordingly.

2.3 This Agreement is a business-to-business arrangement entered into between two businesses. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Consumer Rights Act 2015, and any other legislation conferring rights exclusively on consumers do not apply to this Agreement.

3.1 Subject to receipt of the Partnership Fee and compliance with these Terms and Conditions, we shall publish your Partnership Placement on the Site for the duration of the Term.

3.2 The format, placement, and specification of the Partnership Placement shall be as agreed between the parties at the time of booking. We reserve the right to make reasonable modifications to the design, layout, and presentation of the Site and Partnership Placements from time to time without notice.

3.3 We shall use reasonable endeavours to publish your Partnership Placement within five (5) Working Days of receipt of all approved details from you. We shall not be liable for any delay in publication arising from your failure to provide the required details within a reasonable time.

3.4 We make no warranty, representation, or guarantee as to the volume of traffic to the Site, the number of impressions served, click-through rates, conversion rates, or any commercial outcome arising from your Partnership Placement. Partnership Fees are payable regardless of performance metrics.

3.5 We reserve the right to decline, suspend, or remove any Partnership Placement that we consider, in our sole discretion, to be inconsistent with the values and purpose of a child safeguarding education platform, without being required to provide specific reasons. Where we exercise this right other than for breach by you, we shall provide written notice and shall refund a pro-rata proportion of any prepaid Partnership Fee in respect of the unexpired Term.

4.1 The Partnership Fee is as agreed between the parties and confirmed by your Square payment receipt. No separate invoice will be issued unless specifically requested. In the event of any discrepancy, the figure shown on your Square payment receipt shall prevail.

4.2 The Partnership Fee is payable in full at the time of booking unless otherwise agreed in writing by us. We reserve the right to withhold publication of your Partnership Placement until cleared payment has been received.

4.3 All Partnership Fees are stated inclusive of any applicable taxes. We are not currently registered for VAT and no VAT will be charged.

4.4 Time for payment shall be of the essence. Where payment is not received by the due date, we reserve the right to suspend or remove your Partnership Placement without prejudice to our right to recover the outstanding sum.

4.5 We reserve the right to charge interest on overdue sums at the rate of eight per cent (8%) per annum above the Bank of England base rate from time to time in force, accruing on a daily basis from the due date until the date of actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

4.6 Where the parties have agreed a recurring or instalment payment schedule, the terms of such schedule shall be set out in the order documentation and shall be incorporated into this Agreement by reference.

4.7 — Renewal. Unless either party gives written notice of non-renewal to the other at least fourteen (14) days before the expiry of the then-current Term, the Agreement shall automatically renew for a further Term of the same duration and at the same Partnership Fee. A renewal notice to us must be sent to info@safeguard-hub.org. The Cancellation Period shall not apply to a renewal Term; non-renewal must be exercised by the notice mechanism in this clause.

6.1 You warrant and represent that your business is lawfully constituted and operating, and that all details provided by you to us for inclusion in the Partnership Placement — including but not limited to your business name, logo, description, and website URL — are lawful, accurate, not misleading, and do not infringe any third-party intellectual property, privacy, or other rights.

6.2 You warrant and represent that your business operates in a manner consistent with the values and purpose of a child safeguarding education platform. We reserve the right to refuse a partnership with businesses operating in sectors including but not limited to adult entertainment, gambling, payday lending, tobacco, alcohol, or weapons, or from any business that has been subject to regulatory sanction, adverse finding, or conviction in connection with the welfare of children or vulnerable persons.

6.3 You shall promptly notify us of any material change to your business, including any change to your trading name, principal services, regulatory status, or the destination URL for your Partnership Placement.

6.4 You shall provide all required details for your Partnership Placement to us within ten (10) Working Days of the date of your order. You are solely responsible for the accuracy and completeness of all details provided. We reserve the right to edit or omit any details that do not comply with our content standards and will inform you of any material amendments prior to or following publication.

6.5 You shall indemnify us against all losses, costs, damages, and expenses (including reasonable legal costs) incurred by us as a result of any claim by a third party arising from any details or content provided by you or from your breach of these Terms and Conditions.

7.1 You grant us a non-exclusive, royalty-free licence to use your business name, logo, and all other details provided by you to us for the sole purpose of publishing and maintaining your Partnership Placement on the Site for the duration of the Term.

7.2 All intellectual property rights in the Site, and in the design, layout, and branding of the Site Supporters programme, vest in and shall remain vested in us. Nothing in this Agreement shall transfer any intellectual property rights to you.

7.3 Upon termination or expiry of this Agreement, the licence granted under clause 7.1 shall terminate automatically and we shall remove your materials from the Site within five (5) Working Days.

8.1 Each party shall comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in connection with any personal data processed pursuant to or in connection with this Agreement.

8.2 We shall process your contact name, email address, business name, and payment information for the purposes of administering this Agreement, processing payments, and communicating with you in relation to your Partnership Placement. Our full Privacy Policy is available at safeguard-hub.org/legal/privacy-policy.html.

8.3 We shall retain records relating to this Agreement for a period of seven (7) years following its termination or expiry, in accordance with our legal and accounting obligations.

9.1 Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

9.2 Subject to clause 9.1, our total aggregate liability to you under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Partnership Fee paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim.

9.3 Subject to clause 9.1, we shall not be liable for any loss of profits, loss of business, loss of revenue, loss of anticipated savings, or any indirect or consequential loss arising under or in connection with this Agreement, even if we have been advised of the possibility of such loss.

9.4 We shall not be in breach of this Agreement and shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control.

10.1 — Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings between the parties, whether written or oral.

10.2 — Variation. No variation of this Agreement shall be effective unless agreed in writing and signed (or confirmed by email) by an authorised representative of each party.

10.3 — Waiver. No failure or delay by us in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude any other or further exercise of that or any other right or remedy.

10.4 — Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be severed from the Agreement, and the remaining provisions shall continue in full force and effect.

10.5 — Notices. All written notices under this Agreement shall be delivered by email. Notices to us must be sent to info@safeguard-hub.org. Notices to you shall be sent to the email address provided at the time of booking. A notice shall be deemed received at the time of transmission, provided no delivery failure notification is received by the sender within twenty-four (24) hours of sending.

10.6 — Assignment. You may not assign, transfer, sub-licence, or otherwise dispose of any of your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement to any successor entity or acquirer of our business without your consent.

10.7 — Third parties. This Agreement does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

10.8 — Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising under or in connection with this Agreement.

10.9 — No partnership or agency. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to act in the name of, or to bind, the other in any way. The use of the terms "Partner" and "Partnership" in this Agreement and in our public-facing materials is descriptive of a commercial relationship only and shall not be construed as creating any legal partnership within the meaning of the Partnership Act 1890.