These Terms and Conditions apply to the provision of the proposed services by us, “The Company” Qoob Ltd, a company registered in England and Wales under number 13202578, whose registered office address is at Unit 1 Swallow Ct, Kettering Pkwy, Kettering NN15 6XX
1. Definitions
- 1.In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
- “Bug” means an error, flaw, mistake, failure, or fault that produces an incorrect or unexpected result that is directly under our control. A bug must be accepted and agreed to in writing by us before it can be repaired. Non-bug issues or problems will be chargeable in accordance with Clause 7;
- “Client” means you, the individual, firm or corporate body purchasing the Services. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to do so and to contractually bind that business and the business shall be the Client in the context of this Contract;
- “Contract” means the contract formed as detailed in clause 2, which includes the acceptance of these Terms and Conditions;
- “Proposal” means the written Proposal provided by us to you, which, unless otherwise stated, remains open for acceptance for a period of 14 days and constitutes our entire scope of works and
- “Project” means the deliverables specified in the Proposal provided by us to you.
- “Specification” means the brief that is provided by you to us.
1.2. Unless the context otherwise requires, each reference in these Terms and Conditions to:
-
- a.“Company”, “we”, “us”, “our” is a reference to the Company and includes our employees and agents;
- b.“you” and “your” is a reference to the Client and includes your employees and agents;
- c.“writing” and “written” include emails and similar transmissions;
- d.a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- e.“these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
- f.a clause is a reference to a clause of these Terms and Conditions;
- g.a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3. The headings used in these Terms and Conditions are for convenience only and shall not affect their interpretation. Words imparting the singular number shall include the plural and vice versa. References to persons shall include corporations.
1.4. No terms or conditions stipulated or referred to by you in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless agreed by us in writing.
2. The Contract
2.1 We will provide you with a written Proposal for our Services. The acceptance of our Proposal, electronically or otherwise, or the placement of an order, creates a legally binding Contract between you and us, and includes the acceptance of these Terms and Conditions, which will apply between us.
2.2 You are responsible for the accuracy of any information you submit to us and for ensuring that our Proposal reflects your requirements. Our Proposal is based on the information provided to us when we prepare it. If any errors or discrepancies become evident, we reserve the right to make adjustments to it.
2.3 You agree to provide us with any information, advice and assistance we may reasonably require within sufficient time to enable us to complete the Project. However, any timescales we provide are a guideline only and are not of the essence of the Contract.
3. The Project
3.1 Our payment terms are as specified in the Proposal.
3.2 Where applicable and stated in the Proposal, we will provide you with two design concepts in accordance with the brief received from you, which must be signed off before we commence development work. Additional Concepts will only be made available if explicitly mentioned in the Proposal.
3.3 Any alterations required after approval of the design, any changes to the brief or any additional visits required above the allowance included in the Proposal will be chargeable at our standard rate applicable at the time.
3.4 It is your responsibility to check for mistakes, including spelling and grammar mistakes, at all stages, and we accept no responsibility for the same.
3.5 We shall carry out all reasonably necessary remedial actions relating to Bugs notified by you within 30 days after delivery under the 30-day standard warranty. Should we consider, in our reasonable opinion, that the issue raised by you does not constitute a Bug, we reserve the right to charge additional fees, and each occurrence will be treated as a variation.
3.6 Should you have any issues after the expiration of the 30-day warranty period, we reserve the right to charge for the time spent investigating and/or remedying the issue.
4. Website Hosting:
4.1 The following clause applies if we provide website hosting and maintenance Services only.
4.2 The Contract for any web hosting Services will be, unless otherwise stated in the Proposal, on a rolling 12-month basis, and payment is due yearly in advance unless otherwise agreed. It will continue automatically for a further 12-month period until a written notice to terminate is given by either party in accordance with clause 12 below. If we change our prices, we will give you three months’ notice of this.
4.3 We will use our best endeavours to ensure the web hosting Services are uninterrupted, and we will monitor for downtime and endeavour to resolve issues within 2 hours of becoming aware of such issues. However, we will be under no liability to refund the hosting fees or provide compensation for any period of downtime encountered.
4.4 In addition, we cannot be held responsible for events that occur outside our control, including, but not limited to, loss of data and hacking. You are responsible for keeping your passwords secure and adequately strong and backing up any images and data you have provided us.
4.5 We cannot be held liable for the actions or inactions of any other hosting provider. If you wish to use another hosting provider, we may charge additional fees to transfer the test site to this provider before the website goes live.
5. Fees
5.1 All invoices are payable within seven days from the invoice date unless otherwise specified.
5.2 You agree to pay for any additional services we provide that are not specified in the Proposal. These additional services shall be charged in accordance with our current rate in effect at the time of the performance or such other rate as may be agreed.
5.3 All sums payable by either Party are exclusive of VAT, for which that Party shall be additionally liable. All payments shall be made in pounds sterling without any set-off, withholding or deduction except such amount (if any) of tax as you are required to deduct or withhold by law.
5.4 The time of payment shall be of the essence. If you fail to make any payment by the due date then, without prejudice to any right which we may have under any statutory provision in force from time to time, we shall have the right to suspend the development services, remove the accessibility of the website or software where applicable and charge you interest at a rate of 8% per annum above the Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall be calculated daily and accrue after and before any judgment.
6.Your Responsibilities:
6.1 You agree, where applicable, to:
6.2 provide us with any information, advice and assistance we may reasonably require within sufficient time to enable us to complete the Project;
6.3 provide us with suitable and sufficient material and images to enable us to perform the development services;
6.4 virus-check all data and material supplied to us and ensure it is backed up regularly;
6.5 keep secure from third parties any passwords we may issue to you;
6.6 nominate a suitably qualified individual to act as your representative to liaise with us regarding the Project. This individual needs to be a decision-maker within the company, and
6.7 obtain and maintain all necessary licences, permissions and consents in connection with the Project.
6.8 If you fail to meet any of the provisions of this clause 5, without limiting our other rights or remedies, we shall:
6.9 have the right to suspend the performance of the services until you remedy the default;
6.10 not be held liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay in performing any of our obligations as a result; and
6.11 be entitled to claim for any costs or losses we sustained or incurred arising directly or indirectly from your default.
6.12 Should any project milestone dates require alteration due to delays caused by the client; including but not limited to delayed feedback, approvals, or required deliverables, we reserve the right to charge an additional fee to account for the impact of the delay on our development schedule.
6.13 The client agrees to provide all necessary input, materials, and approvals within the agreed timeframes. Where delays occur as a result of the client failing to meet these responsibilities, we reserve the right to apply additional charges proportionate to the time lost and the disruption caused to our internal resource planning. This Fee is up to 100% of overall project cost based on period of delay.
7.Variation and Amendments:
7.1 If you wish to vary the Project that has been agreed in the Proposal, please notify us as soon as possible. We will endeavour to make any required changes, and any additional costs incurred by us as a result will be invoiced to you.
7.2 If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the development services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
7.3 Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions, and any price increase required as a result of an agreed variation or amendment will be payable in accordance with the terms for payment above.
8.1 Our Services cannot be cancelled after the Contract is formed. In the event of cancellation, you will be required to pay the total quoted fee, which will become immediately due and payable. Upon receipt of payment, we will hand over all works completed by us up to the date of cancellation in relation to the Contract.
8.2 Either Party has the right to terminate the Services immediately if the other Party:
8.3 has committed a material breach of this Contract unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
8.4 goes into bankruptcy or liquidation, either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
8.5 In the event of termination for your default, all payments required under this Contract shall become due and immediately payable.
8.6 Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination under this clause 8 on a pro-rata basis.
9.Confidentiality:
9.1 Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both Parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party unless authorised by the other Party in writing.
10.Format:
10.1 Any designs or other works created by us will be kept on file for a period of 1 year from completion of the Project, unless otherwise agreed in writing. After this time, they may be securely and irretrievably deleted from our system. Any copies required within this timeframe will be provided only at our discretion and may be chargeable. If you require additional copies after the data has been deleted, you will need to recommence the Proposal process with us.
10.2 We require any documentation or other media to be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges.
10.3 We provide our designs in the format as may be agreed. The original source files for any designs we create remain our property at all times. If you wish to obtain these, you must notify us at the time of our Proposal and if we agree to do so, we will provide a price.
10.4 We will retain title to the documentation, and no documentation shall be handed over until all payments as detailed above have been paid in full.
11.Literature and Representations:
11.1 Any marketing literature is presented in good faith as a guide to represent the services offered and does not form a part of the Contract. None of our employees or agents are authorised to make any representation concerning the Services unless confirmed by us in writing. In entering into the Contract, you acknowledge that you do not rely on and waive any claim for breach of any such representations, which are not so confirmed.
12.Intellectual Property:
12.1. The Client avers that any all content or information provided to the Company for their provision of the Services and or Additional Services belongs to them and is their copyright and is entirely free from residual claims from third parties that could place a contingent liability on the Company and the Client provides to the Company an irrevocable, royalty-free licence, for the duration of the Term, to utilise for the provision of the Services and all Additional Services to their name, logo, designs, materials, imagery, content, intellectual property rights and any other documentation or information whatsoever. In the event that the Company incurs any damages, costs (Including legal and or professional costs), debt, judgment and or fine arising from the Client’s breach of this clause, then the Client agrees to fully indemnify the Company in relation to such liabilities without any offset, deduction and or reduction whatsoever.
12.2. Any and all intellectual property rights, including but not limited to copyright, that is created during the provision of the Services and or Additional Services by the Company will vest entirely and in perpetuity in the Company. Furthermore, any and all intellectual property rights, including but not limited to copyright, that is in existence prior to the Contract and or that is created during the Term in respect of any systems, trade secrets and or processes provided or shared with the Client by the Company will entirely vest in perpetuity in the Company.
12.3. The Company will provide a revocable (in the event of any breach of the Terms and Conditions by the Client) worldwide, non-exclusive, royalty-free license to use, process, publish, transmit, display and distribute the Services and any Additional Services provided that the Client acknowledges the Company as the owner of such intellectual property rights. This licence will only apply only to the final versions of the Services and or Additional Services and will not, for the avoidance of doubt, apply to any drafts, concepts, plans and or schematics. The licence provided to the Client by the Company is not capable of being sub-licensed by the Client without first obtaining the express prior written consent of the Company.
13.Data Protection:
13.1 Both parties agree to comply with all applicable data protection legislation including, but not limited to, the Data Protection Act 2018 and any subsequent amendments thereto.
14.No employment relationship:
14.1 The Parties accept that nothing contained in the Contract and or these Terms and Conditions will create between them any employment, legal or joint venture relationship between them save for what is intended under the terms of the Contract and these Terms and Conditions.
15.1. The Contract and these Terms and Conditions are personal to the Client and therefore the Client may not assign, licence or charge and or attempt or purport to do so any of their rights, obligations and or duties hereunder and or delegate or otherwise in any way dispose of any of their rights, obligations and or duties hereunder, without the express prior written consent of the Company and for the avoidance of doubt this includes any holding company, affiliate or subsidiary as defined and or provided for under the Companies Act 2006.
15.2. The Company, at it’s exclusive discretion, may elect to at any time during the Term assign, transfer, licence, charge and or subcontract any and all of their responsibilities as set out in the Contract and or these Terms and Conditions without any requirement to seek prior approval and or to notify the Client and such exercising of this clause is, for the avoidance of doubt not a breach of the Terms and Conditions and or capable of the Client begin entitled to seek any losses, damages and or costs from the Company whatsoever.
15.3. In the event that the Company elects to assign, transfer, licence, charge and or subcontract any and all of their responsibilities as set out in the Contract and or these Terms and Conditions then the Company will be responsible for every act or omission of any subcontractor as if it were an act or omission of the Company’s.
16.1 Except in respect of death or personal injury caused by our negligence, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our sub-contractors or agents or otherwise) in connection with the performance of our obligations under the Contract.
16.2 All warranties or conditions whether express or implied by law are expressly excluded to the full extent permitted by law.
16.3 In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which, in any event, shall not exceed the fees and expenses paid by you for the Project.
16.4 We may provide professional advice and recommendations in relation to the Project but we cannot accept responsibility for any actions taken as a result of such advice or recommendations, nor can we guarantee the success or outcomes of any completed Project. Further, we shall not be liable for any consequences should any professional advice not be taken. We may provide introductions or referrals to other companies; however, under no circumstances shall we be liable for the actions or lack of actions of said other companies.
17.Non-Solicitation
17.1 Under no circumstances whatsoever is the Client to approach, solicit, entice and or attempt to directly or indirectly approach, solicit and or entice any of the Company’s employees, agents, directors, consultants, or independent contractors that the Client had direct and or indirect contact, communication and or dealings with in the preceding 12 (twelve) months and or a continuous period of 12 (twelve) months following any termination of the Contract.
17.2 In the event of a breach of clause 17.1 by the Client, the Company may elect to claim from the Client damages equivalent to the first full year gross salary of the Company’s employee, agent, director, consultant, or independent contractor that has been retained, engaged and or employed by the Client whether directly and or indirectly.
18.Force Majeure:
18.1 Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause beyond that Party’s reasonable control. Such causes include, but are not limited to: power failure, Internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event beyond the control of the Party in question.
19.Waiver:
19.1 No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
20.Severance:
20.1 In the event that any provision, clause and or term of the Contract and or these Terms and Conditions are held to be invalid or unenforceable by any judicial or other competent authority all other provisions, clauses and or terms will remain in full force and effect and will not in any way be impaired. If any provision, clause and or term contained herein is held to be invalid or unenforceable but would be valid or enforceable if some part or parts were deleted then the provision, clause and or term will continue to apply with the minimum modification necessary to make it valid and enforceable.
21.Third Party Rights:
21.1 The Parties agree that a person or business that is not a party to the Contract and or these Terms and Conditions will not have any rights under or connection to them by virtue of the Contracts (Rights of Third Parties) Act 1999.
22.Notices:
22.1 19.1. Any and all notices or information served and or that are given under the Contract and or these Terms and Conditions will be in writing and in English and served on the registered or current addresses of each Party or at such other address as so notified from time-to-time and such notices will served by hand and or sent by first class, registered or recorded delivery and or by email. Any such notice or information will be deemed served in the case of hand delivery if delivered by 4pm, on the same day or, in the case of first class, registered or recorded delivery post or hand delivery after 4pm, on the next Business Day after posting and in the case of an email, if sent by 4pm on the day of sending or if after 4pm on the next Business Day after sending.
23.Law and Jurisdiction
23.1 The Contract and these Terms and Conditions are governed and construed by the laws of England and Wales, and the Parties agree to submit to the exclusive jurisdiction of the English Courts
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