Your responsibilities

You acknowledge that our ability to complete the project and/or host your website and/or email accounts is dependent upon your full and timely co-operation, as well as the accuracy and completeness of the specifications and any information and data you provide to us. Accordingly, you shall provide us with accurate and complete information and data in a timely manner.

You acknowledge that QWeb has no control over any content placed on the website by visitors. We reserve the right to remove content from the website where we reasonably suspect it is inappropriate or illegal. We shall notify you if we become aware of any allegation that any content may be inappropriate or illegal.

If any defect in the website is caused by an act or omission on your part, or on the part of one of your sub-contractors or agents for whom QWeb has no responsibility, QWeb shall remedy the defect by supplying additional services or products. QWeb will invoice you in full for all such additional services and products at our then current rate.

Our responsibilities

QWeb shall complete the work outlined in the proposal with reasonable care and skill.

QWeb shall, if agreed, host your website and/or email accounts and maintain the servers in a responsible and secure manner, perform regular backups and install relevant software updates when they become available.

QWeb warrants that the website will perform substantially in accordance with the proposal for a period of three months from the date the project is completed. If the website does not so perform, unless the failure is caused by any content you provide to us, we shall, for no additional charge, carry out any work necessary in order to ensure that the website substantially complies with the proposal. Any additional work beyond this time shall be charged at our then current rate.

QWeb warrants that the website and/or email accounts hosted by us will remain online and accessible at all times. If the website and/or email accounts do not so perform, unless the failure is caused by any information you provide to us, we shall, for no additional charge, carry out any work necessary in order to ensure that the website and/or email accounts are online and accessible as soon as reasonably possible.

QWeb may, if requested by you, perform minor updates and amends to the website at no additional cost. We reserve the right to charge for any requested updates and amends, at our sole discretion. We shall inform you, before commencing work, if any requested updates or amends will incur a charge.

Charges and payment

QWeb shall charge you an initial, non-refundable deposit for the project. We will issue a VAT invoice for the deposit, which must be paid before work commences on the project.

Qweb may issue you further VAT invoices for interim payments, as agreed in the proposal, which must be paid within 14 days of the date of the invoice. Work on the project may be suspended until the payment is received. Any such interim payments are non-refundable.

QWeb will issue a VAT invoice for the outstanding balance upon completion of the project, which must be paid within 14 days of the date of the invoice.

The hosting fee, if applicable, is charged in advance for the agreed hosting period. This is usually the calendar year, unless otherwise agreed. Hosting fees are non-refundable.

QWeb will issue a VAT invoice for the hosting fee before the beginning of each hosting period, which must be paid within 14 days of the date of the invoice.

QWeb will review your hosting requirements from time to time, and may increase your hosting fee if your hosting requirements significantly increase. We shall inform you in advance if your hosting fee will change.

Limitation of remedies and liability

QWeb shall not be liable to you for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage. This does not affect your statutory rights.

Our aggregate liability in respect of claims based on events arising out of or in connection with these terms and conditions shall in no circumstances exceed a sum equal to the total charges payable by you to QWeb under these terms and conditions in that calendar year.

Intellectual property rights

All intellectual property rights in the website, excluding the content you provide to us, shall be the property of QWeb, and we hereby grant you a non-exclusive licence of such rights.

QWeb may, if both parties agree, include any text, link and/or logo in the footer of your website.

You undertake that you shall obtain any third party consents/licenses as necessary for the use of any other intellectual property rights in the website.

You shall indemnify QWeb against all damages, losses and expenses arising as a result of any action or claim that the content you provide to us infringes the intellectual property rights of a third party.

Term and termination

Either party may terminate the project and/or hosting immediately at any time by written notice to the other party if that other party commits any material breach of its obligations under these terms and conditions which is not remedied within 30 days.

On termination of the project by QWeb, all licences granted by us under these terms and conditions shall terminate immediately.

On completion or termination of the project otherwise than on termination by QWeb, we shall promptly provide to you an electronic copy of the website (including all content on the website).

On termination of the hosting by either party, we shall promptly provide to you an electronic copy of the website (including all content on the website).

Force majeure

QWeb accepts no liability for losses, claims or expenses relating to any force majeure event (including but not limited to any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).

Publicity

All media releases, public announcements and public disclosures by either party relating to this project, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly prior to release.

Entire agreement

The proposal together with these terms and conditions constitutes the entire agreement between us regarding the project and supersedes and replaces any and all prior agreements, understandings or arrangements between us, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between us prior to the proposal except as expressly stated in the proposal.

Governing law and jurisdiction

These terms and conditions and any disputes or claims arising out of or in connection with them or the project (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.