Web Site/Application Development Terms and Conditions.

1. Definitions
   1. Q, QWEB, The Supplier all mean Q Web Development Limited.
   2. The Client, The Customer mean The Customer receiving the development.
   3. The Product, Site, Application or Project all mean the end product the customer receives.
2. Agreement
   1. Depending on the arrangement, agreement may be provided by a number of means. In the case of an ongoing client/supplier relationship a budget may be indicated or there may be tacit agreement based on verbal or written instructions either as agreement to a quotation of permission to go ahead based on an hourly rate or lump sum/budget.
   2. If the client requires a specific type of arrangement, for example purchase orders, this must be arranged and agreed by both parties before commencement of work. It is the clients responsibility to notify the supplier of any such requirements. Without this notice the supplier will assume the general terms of agreement as specified in 2.1.
3. Deposits
   1. If the total value of a specific project exceeds £2,000 (two thousand pounds sterling). The supplier reserves the right to require a deposit of up to 50% of the total project value before work is commenced.
4. Part Payment
   1. Contracts over £1,000 may require a part payment if the contract runs over 1 calendar month. The amount required will be calculated based on the portion of work produced so far. The work produced related to man-hours and therefore does not require client sign off in terms of completed elements.
5. Rates and Charges
   1. Unless specifically agreed with a client, Q charges an hourly rate of £75 (seventy five pounds sterling).
   2. The rate and all specific rates are reviewed once a year in March by Q.
   3. Q reserves the right to increase the rate once a year with 30 days notice.
6. Sub contracting
   1. The supplier reserves the right to retain the skills of third party contractors/freelancers to work on the clients project.
   2. The client acknowledges that the supplier may do this at any time without seeking the permission of the client.
   3. If the client has specific confidentiality agreements in place then the supplier agrees not to engage or communicate any aspect of the project to any third party without express permission from the client.
7. Intellectual Property
   1. The client acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the development of the product and all rights in any core files created or developed by the supplier in connection with the development of the product are and shall remain the sole property of the supplier and the supplier hereby grants to the client a non-exclusive right to use all such rights. The client shall not at any time after the completion, expiry or termination of this agreement in any way question or dispute the ownership by the supplier thereof.
   2. In the event that new inventions, designs or processes evolve in the performance of or as a result of this agreement, the client acknowledges that the same shall be the property of the supplier unless otherwise agreed in writing by the supplier.
   3. The client shall indemnify the supplier fully against all liabilities, costs, damage, damages and expenses which the Developer may incur as a result or work done in accordance with the client's instructions in the development of the Website which infringe any copyright, trade mark or other intellectual property right (including but not limited to framing or linking to third party websites and/or third party proprietary material) of any third party.
8. Acceptance
   1. Unless agreed before commencement, not overriding any custom contracts, Acceptance of work my be provided verbally or in written form (either email, fax or letter).
   2. Upon client acceptance the full outstanding balance will be required within 14 days.
9. Payment and Refunds
   1. Once payment becomes due the client must pay the full balance within 14 days. If the client does not pay the full outstanding balance the supplier reserves the right to take action in one or more of the following ways.
      1. Legal Action.
      2. Discontinuation of hosting.
      3. Discontinuation of further development.
10. Warranties and Liability
    1. The supplier warrants that the services provided under this Agreement will be provided with reasonable care and skill.
    2. Save as expressly provided in clause 6.1, the supplier shall not be liable by reason of any representation (other than fraudulent representations), or any implied warranty, condition or other term or any duty at common law or under the express terms of this Agreement for any indirect, special or consequential loss or damage (whether loss of profit, contracts, business or goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the supplier, its employees or agents or otherwise) which arise out of or in connection with this Agreement.
    3. Proofs of all work may be submitted for customer's approval and the supplier shall incur no liability for any errors not corrected and communicated by the customer in proofs so submitted. Any alterations suggested by the customer and additional proofs necessitated thereby may result in additional charges.
11. Confidential Information
1. All information, drawings, specifications, documents, contracts, design material and all other data which the supplier may have imparted and may from time to time impart to the customer relating to its know-how, business, clients, prices, services, software, the Website, contracts (including this Agreement), website design, architecture and content is proprietary and confidential.
2. The customer hereby agrees that it will use such confidential information and all other data solely for the purposes of this Agreement and that it will not at any time during or any time after the completion, expiry or termination of this Agreement use or disclose the same whether directly or indirectly, to any third party without the supplier's prior written consent.
3. The customer further agrees that it will not itself or through any subsidiary or agent, use, sell, license, sub-license, create, develop or otherwise deal in any confidential information supplied to it by the supplier or obtained pursuant to this Agreement.
4. The supplier agrees to keep customer information confidential and stored securely.
12. Termination
    1. The supplier may terminate this Agreement at any time by giving not less than thirty (30) days prior written notice to the customer.
    2. Either party may by notice in writing immediately terminate this Agreement if the other shall:
       1. be in breach of any of the terms of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied within 21 days of receipt of a written notice specifying the breach and requiring its remedy
       2. be unable to pay its debts or enter into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver or manager appointed or (being an individual or firm) becomes bankrupt or ceases for any reason to carry on business or takes or suffers any similar action.
    3. Within seven (7) days of the date of termination of this Agreement for whatever reason, the customer will return or destroy (as the supplier will instruct) hard copy forms of the Website, the supplier's designs, graphics and all audio-visual and hard copy material and data relating to the Website and purge all magnetic media forms of the Website and all software and related materials and provide the supplier with a certificate certifying that the original and all copies of such material (in whole or in part), in any form of media have been so returned or destroyed and/or purged as the case may be and permit the supplier's personnel or agents to collect, destroy or purge the same.
    4. Termination of this Agreement shall be without prejudice to any accrued rights of either party.
13. Force Majeure
    1. Neither of the parties to this Agreement shall be responsible to the other party for any delay in performance or non-performance due to any causes beyond the reasonable control of the parties hereto ('Event of Force Majeure'), but the affected party shall promptly upon the occurrence of any such cause so inform the other party in writing, stating that such cause has delayed or prevented its performance hereunder and thereafter such party shall take all action within its power to comply with the terms of this Agreement.
    2. In the event that the Event of Force Majeure shall continue for a continuous period of 2 months, then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
14. Notice
    1. Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be delivered or sent by first class post or by facsimile transmission to the address of the other party set out in this Agreement (or to such other address as may have been notified) and any such notice shall be deemed to have been served, if delivered, at the time of delivery, if sent by post 48 hours after posting and if sent by facsimile, 1 hour after transmission.
15. Waiver
    1. The waiver by either party of a breach or default of any provision of this Agreement by the other shall not be construed as a waiver of any succeeding breach of the same or other provisions of this Agreement.
16. Transfer
    1. The customer shall not assign, sub-contract or otherwise transfer this Agreement without the prior written consent of the supplier, which consent shall not be unreasonably withheld. For the avoidance of doubt, the provisions of this clause shall not apply to the supplier.
       
17. Entire Agreement
    1. This Agreement sets out the entire agreement of the parties and supersedes all prior agreements and understandings relating to its subject matter. This provision shall not apply in the case of fraud.
18. Law and Jurisdiction
    1. This Agreement shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English Courts.
       Signed by the parties on the date set out at the head of this Agreement.