1. General

• This page is the 'Agreement', also referred to as the 'Document', between the Client and Lupo
• The Client owns all content produced
• All Client data that Lupo is exposed to will remain confidential and the property of the Client

2. Timeline

Lupo Services shall commence within 10 business days of the Client accepting this agreement in writing. Lupo is not responsible for delays resulting from the Client’s action or inaction.  The services will continue unless either party provides 30 daysʼ notice, effective 30 days after last invoice date.

3. Change of Services Scope

Should the scope of services agreed change at any time, an additional quote can be provided to accommodate the additional deliverables required. Lupo only commits to provide the deliverables listed in the Proposal document (from which these Terms of Service were referenced).

4. Payment Terms

Billing will be in advance. Payment terms are 7 days from date of invoice. If any payment is not paid when due, Lupo reserves the right to stop all work immediately and charge a penalty interest rate of 2% on invoices that have not been paid for more than 30 days. Lupo can automate payments via secure credit card direct debit through Lupo's automated stripe online subscription service. To benefit from rewards program points and the like, using this payment method, see instructions on invoices.

5. Non-Solicitation

The parties to this Agreement agree that no effort shall be made to solicit employees from the other party or associated companies, directly or indirectly, and that no compensation of any kind may be offered or provided to any person currently compensated by the other party without prior written consent by the prior compensation provider, for the term of this agreement.

6. Exclusions

The following are not covered under this Agreement:

• Subscription to HubSpot or any other third party subscription software
• Media costs
• Creation of all content i.e. blogs, video, e-books, white papers, infographics, animations

7. Indemnification

In the event that a party incurs any loss or expense (including reasonable attorneys’ fees and/or costs) as a result of any claim, suit or proceeding made or brought against the party based upon or relating to any work which Lupo has prepared for the Client, with the exception of any claims based on damages alleged to have been intentionally caused by the party, which work is either approved by you or was based on materials, statements, ideas or instructions from the Client, the default party agrees to indemnify the other party and to hold the other party harmless from and against any such loss or expense. The obligation to indemnify hereunder shall not be deemed terminated upon cancellation. Each party will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement.

8. Advertising

The Client hereby grants Lupo unrestricted permission to release information with respect to the existence of the above referenced project.

9. Confidentiality

In view of the fact that the Lupo's work will bring Lupo into close contact with confidential affairs of the Client not readily available to the public, and plans for future developments, Lupo agrees to keep all matters confidential, and further agrees not to disclose any such matters to anyone outside of Lupo, it’s employees or subcontractors throughout the term of this agreement, without written consent from the Client.

• Use of AI Tools: Lupo may utilise artificial intelligence ("AI") tools, including but not limited to natural language processing models, large language models (LLM's), machine learning algorithms, and other AI-based software and related infrastructure, such as GPT (Generative Pre-trained Transformer) models or future prominent frameworks for generative artificial intelligence as they evolve, in the provision of its services and at its' discretion. These AI tools may be employed for various purposes, including but not limited to content creation, data analysis, marketing optimisation, business insights, analysis and intelligence, customer service enhancements, and other business operations.

• Ownership and Licensing of AI-Generated Content: Lupo retains all rights, title, and interest in and to the AI-generated content, including the right to modify, reuse, and repurpose such content for any lawful purpose, subject to the terms of the client agreement.

• No Warranty and Limitation of Liability: Lupo makes no warranties, express or implied, regarding the accuracy, reliability, or completeness of the outputs generated by AI tools. The Client acknowledges that AI-generated outputs may include errors, inaccuracies, or incomplete information and should be independently verified before relying on them for any business decisions or actions.

• Release of Liability for AI-Generated Content : The Client agrees that Lupo shall not be held liable for any losses, damages, or negative outcomes, whether direct, indirect, incidental, consequential, or otherwise, arising from the use or reliance on AI-generated outputs, including but not limited to financial loss, business interruption, loss of business information, or any other commercial damages or losses.

• Client's Responsibility for AI-Generated Content: The Client understands and agrees that it is solely responsible for the decisions and actions taken based on the outputs generated by AI tools. The Client shall exercise due diligence and professional judgment when utilising Lupo's AI-generated information in its business operations. At any time, The Client may request to know which content was AI-generated.

• Indemnification for AI-Generated Content: The Client agrees to indemnify, defend, and hold harmless Lupo, its affiliates, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with the Client's use of AI-generated outputs provided by Lupo.

• Transparency and Client Agreements: Clients acknowledge that by engaging Lupo’s services, they consent to the use of AI tools as described in the client agreement and as outlined in this clause. Clients have the option to request that AI tools are not used in the creation of their deliverables, subject to agreement and possible adjustments in service offerings or pricing.