Qudos Design – Terms of Business
Where you wish to use and Qudos Design wishes to provide services and deliverables, as
described in more detail in a Proposal; you and Qudos Design agree that such services and
deliverables shall be supplied in accordance with the provisions of the relevant Proposal and these
Terms and Conditions.
- DEFINITIONS USED IN THESE TERMS AND CONDITIONS
“Advance Deposit” means 50% of the Fee;
“Client”, “you”, “your” means the company or individual named in the relevant Proposal,
requesting the services of Qudos Design;
“Client’s Customer Data” means any personal data of the Client’s customer(s), collected
pursuant to the provision of the Services and processed by Qudos Design as part of the
Services, such as where website hosting is being provided;
“Client Data” means the Client’s personal data, processed by Qudos Design in the course of
“Client Materials” means any documents, copy, Intellectual Property Rights, artwork, logos and
any other materials or information owned by or licensed to the Client which are provided to
Qudos Design by or on behalf of the Client;
Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the
extent that the law of the European Union has legal effect in the UK) the General Data Protection
Regulation ((EU) 2016/679) (GDPR) and any other directly applicable European Union regulation
relating to privacy;
“Fee” means the cost set out in a Proposal, payable by the Client to Qudos Design, for the
Services that are listed in the Proposal;
“Intellectual Property Rights” means the following rights, wherever in the world enforceable,
including all reversions and renewals and all applications for registration: any patents or patent
applications, any trade marks (whether or not registered); inventions, discoveries, utility models
and improvements whether or not capable of protection by patent or registration, copyright or
design rights (whether registered or unregistered), database rights, performer’s property rights
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as described in Part II, Chapter X of the Copyright Designs and Patents Act 1988 and any similar
rights of performers anywhere in the world, any goodwill in any trade or service name, trading
style or get-up and any and all other intellectual or proprietary rights;
“Proposal” means the document, sent to the Client by Qudos Design, setting out the Client’s
specifications, the proposed Services to be provided and the proposed Fee and which, once
signed by both parties forms a binding agreement, incorporating these Terms and Conditions;
“Qudos Design”, “we” means Qudos Design Limited.
“Qudos Design Own Materials” means software (including all programming code in object
and source code form), methodology, know-how and processes and materials in relation to which
the Intellectual Property Rights are owned by (or licensed to) Qudos Design and which are
already in existence or created by or for Qudos Design outside of a client project and which
are intended to be reused across its business;
“Services” means the Services to be supplied by Qudos Design under these Terms and
Conditions, as set out in the relevant Proposal, and which may include (without limitation) website
build, web hosting, domain registration, graphic design, photography, search engine optimisation
and e-mail campaigns; and
UK Data Protection Legislation: any data protection legislation from time to time in force in the
UK including the Data Protection Act 1998 or 2018 or any successor legislation.
- APPOINTMENT AND SCOPE OF SERVICES
3.1 Quotes provided by Qudos Design are valid for 28 calendar days from the date of
issue. Quotes are based upon the specification given by the Client and relate to the
proposed Services set out on the quote.
3.2 The Client acknowledges and accepts that changes to their specification and
requirements may result in additional charges and a revised quote.
3.3 Qudos Design will not be obliged to perform any work on behalf of the Client until (i)
an agreed Proposal has been signed by both parties; and (ii) if requested as part of the
quote, the Advance Deposit has been received by Qudos Design.
3.4 During the Term, Qudos Design shall perform the Services in accordance with the
signed version of the Proposal. Additional services and an additional fee for these may be
agreed from time to time in writing.
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4.1 When the Client signs a Proposal, this confirms the Client’s acceptance of these Terms
and Conditions and this agreement shall commence on the date on which the signed
Proposal is received by Qudos Design.
4.2 Qudos Design may be providing certain assets, such as a website, or may be providing
Services over a longer term, such as web hosting.
4.3 Where Qudos Design is providing a fixed set of deliverables under this agreement,
the term will end when testing is complete and the Client has approved, or is using, the
deliverables of the Services. In the case of a website, the term will end at the end of the
28 day ‘fix’ period, described in Clause 7.3.
4.4 Where a longer-term Service is being provided, Qudos Design will specify an initial
fixed term on the Proposal. This fixed term will automatically roll over into successive
fixed terms, of equal length. The term will end when the Client notifies Qudos Design,
in writing, at least 30 days before the end of the then current term, that they wish to
4.5 Any agreement may be terminated sooner in accordance with the terms of clause 15.
- CLIENT OBLIGATIONS
5.1 The Client will give Qudos Design full and clear briefings as to its specifications for
5.2 The Client shall promptly supply Qudos Design with any Client Materials that are
required for the provision of the Services.
5.3 The Client warrants and undertakes that:
(i) it has full power and authority to enter into this agreement and in doing so, it will
not be in breach of any obligation to a third party;
(ii) it has all rights and licences in place to enable use by Qudos Design of all
Client Materials and that the use of the same will not breach the Intellectual
Property Rights of any third party;
(iii) the Client Materials comply with all applicable laws and regulations and are
accurate including, without limitation, in relation to all facts around the Client’s
products and/or services.
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5.4 If the Client does not fulfil its obligations under this agreement then, to the extent that
such failure prevents Qudos Design from performing any of its Services, Qudos Design shall not be liable to the Client for the same.
5.5 Qudos Design reserves the right to refuse to handle any Client Materials that contain
any material which:
(i) is unlawful or inappropriate;
(ii) contains pornographic content;
(iii) relates to religious or political organisations;
(iv) contains a virus or hostile program;
(v) constitutes harassment, racism, violence, obscenity, harmful intent or
(vi) constitutes a criminal offence, infringes privacy or copyright.
- INTELLECTUAL PROPERTY RIGHTS
6.1 Qudos Design acknowledges that ownership of Client Materials and ownership of all
Intellectual Property Rights in any Client Materials shall remain vested in the Client or its
licensors. The Client hereby grants to Qudos Design a non-exclusive licence to use
the Client Materials for the purposes of providing the Services and the use set out in
6.2 Subject to Qudos Design receiving payment of the Fee, Qudos Design grants to
the Client a licence to use (i) the material created pursuant to the Services (including, for
the avoidance of doubt, any source code and images created for the Client); and (ii) the
Qudos Design Own Materials for the purposes set out in the Proposal. For the
avoidance of doubt, this means that if the Fee has not been paid, the Client may not use
the deliverables of the Services.
6.3 In the event that the Client wishes to use the deliverables provided by Qudos Design
(including the design files that comprise them) or the Qudos Design Own Materials in
any way outside of the purpose for which they were created (for example to create
internal documents or reports), the Client shall notify Qudos Design of the intended
use. Qudos Design will confirm whether the same are available for the intended use
and will advise the Client of the fee for such use. The Client may only use such materials
for the additional use once the additional fee has been paid. The Client hereby
indemnifies and keeps Qudos Design indemnified against any losses suffered by it as
a result of the Client or its affiliates breaching any such restrictions.
6.4 Certain images and other materials provided by Qudos Design as part of the Services
may have been purchased under licence from third parties, such as stock image
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suppliers. These materials, including images, are generally only licensed for a single use,
such as use on a specified website, and may not be used in publicity material. It is the
Client’s responsibility to ensure that third party materials are only used for the purpose
that they are provided. If the Client wishes to use any material that has been provided by
Qudos Design for other purposes, it should contact Qudos Design for
confirmation of whether this is permitted or whether an additional fee is payable for the
additional use. The Client may only use such materials for the additional use once the
additional fee has been paid. The Client hereby indemnifies and keeps Qudos Design
indemnified against any losses suffered by it as a result of the Client or its affiliates
breaching any such restrictions.
6.5 Qudos Design shall be entitled, during and after the Term, to use any deliverables
from the Services and the Client name and logo in its marketing materials, for the
purposes of promoting its work and its business.
6.6 For the avoidance of doubt, Qudos Design shall not be liable under or in connection
with this agreement for any modifications, adaptations or amendments to any materials
and/or deliverables that have been made by the Client or by a third party on the Client’s
behalf, nor in the event that any fault, error, destruction or other degradation in the
quality and/or quantity of the deliverables arises due to the acts or omissions of the Client
and/or its associates.
- DESIGN SPECIFICATIONS AND FUTURE SUPPORT
7.1 Qudos Design makes every effort to design pages which display acceptably in the
most popular current browsers, but cannot accept responsibility for pages which do not
display acceptably in newer versions of browsers that are released after pages have been
7.2 Qudos Design is not responsible for the Client’s on-going web site promotion. Should
the Client require the site to be promoted on an ongoing basis by Qudos Design, a
separate Proposal must be agreed. The order in which websites are ranked in the natural
search results is controlled by the search engines. While Qudos Design can optimise
the Client’s site, it is unable to make any guarantees about the success of any search
7.3 A website is provided to and accepted by the Client as a fully functioning, completed
work. Qudos Design warrants that the website will perform substantially in
accordance with the Client’s specification for a period of 28 calendar days from
acceptance of the website by the Client. Therefore, Qudos Design will provide 28
calendar days of edits from the date that the Client accepts the website. Any additional
support, following this 28 day period, can be provided upon request and for an agreed
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fee, charged in increments of 1 hour. No guarantee of future support is given unless an
ongoing support package is negotiated.
7.4 Qudos Design cannot be held responsible for problems that develop on completed
sites as a result of illegal activity such as hacks.
- COMPLIANCE WITH ECOMMERCE, ACCESSIBILITY AND OTHER REGULATIONS
8.1 Qudos Design designs websites in accordance with the Client’s specification. It is the
Client’s responsibility to ensure that the website and its content comply with standing
regulations. Qudos Design cannot accept responsibility for any failure to comply with
regulations including, but not limited to, those related to accessibility, selling online, ICO
EU cookie laws, GDPR or those related to a specific business or trade. Qudos Design
can research these on the Client’s behalf, upon request, but in any business where
complex compliance issues exist, Qudos Design recommends that the Client takes
independent legal advice.
- PROVISION OF WEBSITE HOSTING AND EMAIL
9.1 While Qudos Design will use reasonable endeavours to ensure the integrity and
security of the server and to make the server and Services available to Client at all times;
they do not guarantee that the server will be uninterrupted, error-free and/or free from
vulnerabilities, unauthorised users or hackers.
9.2 Qudos Design creates regular backups of the server but the Client should take out
and maintain adequate insurance cover in respect of any loss or damage to information
stored on the server.
9.3 The Client represents, undertakes and warrants to Qudos Design that it will use the
website created and/or hosted by Qudos Design only for lawful purposes. In
particular, the Client represents, warrants and undertakes that it will not use the server
in any manner which infringes any law or regulation or which infringes the rights of any
third party, nor will it authorise or permit any other person to do so.
9.4 The Client will not, either on its website or in its emails, post, link to or transmit:
(i) any material which is unlawful, threatening, abusive, malicious, defamatory,
obscene, blasphemous, profane or otherwise objectionable in any way;
(ii) any pornographic material and nude images (apart from those for education and
(iii) any material containing a virus or other hostile computer program;
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(iv) any material which constitutes, or encourages the commission of, a criminal
offence or which infringes any Intellectual Property Rightd of any person; and/or
(v) anything that breaches laws of the country in which the website operates.
If such information is found, Qudos Design will be entitled to suspend the Client’s
9.5 The Client will not send bulk email whether opt-in or otherwise from Qudos Design’s
network. Nor will it promote a site hosted on the network using bulk email. Spamming is
strictly prohibited. Qudos Design reserves the right to block the email address
sending any unsolicited email.
9.6 The Client will not employ programs which consume excessive system resources,
including but not limited to processor cycles and memory. Qudos Design reserves
the right to remove any material which it deems inappropriate from the Client’s website
without notice. Qudos Design does not host Warez or illegal MP3 content.
9.7 If the Client exceeds their hosting package allowance, they will automatically be moved
onto a hosting package that is more suitable for them on their next renewal date.
9.8 The Client shall keep secure any identification, password and other confidential
information relating to their account and shall notify Qudos Design immediately of
any known or suspected unauthorised use of their account or breach of security,
including loss, theft or unauthorised disclosure of passwords or other security
9.9 The Client shall observe the procedures which Qudos Design may from time to time
share with them and shall make no use of the server that is, or can be reasonably
assumed will be, detrimental to Qudos Design’s other customers. The Client shall
procure that all mail is sent in accordance with applicable legislation (including Data
Protection Legislation) and in a secure manner.
9.10 Qudos Design shall not be liable for non-receipt or misrouting of email or for any
other failure of email.
- DOMAIN REGISTRATION SERVICES
10.1 For the avoidance of doubt, this clause applies in addition to any specific instructions in
a Proposal regarding domain name registration.
10.2 Qudos Design registers the domains using the details that the Client provides.
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10.3 Qudos Design uses preferred suppliers to register all domain names. The Client
should familiarise itself with the terms and conditions of the relevant supplier, which are
linked to in the Proposal. It is a term of this agreement that the Client complies with that
supplier’s terms. Qudos Design will not be liable for any loss experienced by the Client
as a result of the Client causing a breach of the supplier’s terms and conditions.
10.4 Whilst Qudos Design can register the Client’s domain name(s), the Client should keep
a note of key dates in relation to maintaining future registration and renewal payments
for their domain name(s). If the Client wishes to cancel a domain name registration, the
domain name provider will have specific terms around when this cancellation must be
received. It is the Client’s responsibility to ensure that it has read and understood the
cancellation provisions and to instruct Qudos Design to send a cancellation request
in the form and at the time prescribed by the relevant domain name provider. Note that
if a cancellation request is not received in time, the full registration amount may be
11.1 The Client must pay the Fee in one of the following ways:
(I) Bank Transfer
The Client can find the bank details to make a transfer on their invoice.
(ii) Debit/Credit Card
In some cases the Client can pay their invoice via debit/credit card by using the ‘Pay Now’
link on their invoice.
11.2 For Services where the Client is committing to a fixed term contract, such as web hosting,
the Client may be able to pay monthly, quarterly or annually. If this is an option, it will be
set out on the relevant Proposal.
11.3 Payment of the Fee (or any proportion thereof) is due within 7 calendar days of the
relevant invoice issue date.
11.4 Where Qudos Design have created a website as part of the Services, full publication
of the website will only take place only after full payment of the Fee has been received.
11.5 The Client will receive automated reminder emails and in some cases a phone call to
remind them of outstanding payments if they are not received when due. If payment is
still not received, the Client will be issued with a final reminder.
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11.6 Accounts that have not been settled within 14 calendar days of a final reminder will incur
a late payment charge of 10% of the amount outstanding. In addition, the Client will also
be charged statutory interest at a rate of 8% above the base rate of the Bank of England,
calculated from the due date up to the date of payment.
11.7 Any content on a Client’s website may be removed if payment is not received when due.
Once payment has been made, Qudos Design may charge a restoration fee to have
the site restored.
that is available on its website at www.qudos.design/privacy-and-cookies/
- DATA PROTECTION
13.1 Both parties will comply with all applicable requirements of the Data Protection
Legislation in performing their duties or exercising their rights under this agreement.
13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, in
respect of Client Data and Client’s Customer Data, the Client is the controller and
Qudos Design is the processor of such data. Qudos Design will process Client’s
Customer Data only for as long as it required to provide the relevant Services. Following
expiry of these Services, Qudos Design will not retain this data and will either return
or delete it.
13.3 The Client will ensure that it has all necessary appropriate consents and notices in place
to enable lawful transfer of the Client’s Customer Data to Qudos Design for the
duration and purposes of this agreement.
13.4 Qudos Design shall, in relation to any Client Data and/or Client’s Customer Data
processed in connection with the performance of its obligations under this agreement:
(i) process that personal data only on the written instructions of the Client unless
otherwise required by law (in which case Qudos Design shall promptly notify
(ii) ensure that it has in place appropriate technical and organisational measures to
protect against unauthorised or unlawful processing of personal data and
against accidental loss;
(iii) only transfer any personal data outside the European Economic Area if it has
secured appropriate safeguards in relation to the transfer;
(iv) assist the Client, at the Client’s cost, in responding to any request from a data
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subject (as defined in the GDPR);
(v) notify the Client without undue delay on becoming aware of a personal data
breach that relates to the Client;
(vi) at the written direction of the Client, delete or return personal data and copies
thereof to the Client on termination or expiry of the agreement unless required
by law to store the personal data; and
(vii) maintain complete and accurate records and information to demonstrate its
compliance with this clause.
13.5 Where Qudos Design appoints a third party to support it to fulfil the provision of
Services, the Client hereby consents to Qudos Design appointing that company as a
third-party processor of personal data under this agreement. Qudos Design confirms
that it has entered or (as the case may be) will enter into a written agreement with the
third-party processor. As between the Client and Qudos Design, Qudos Design
shall remain liable for all acts or omissions of any third-party processor appointed by it
pursuant to this clause, in so far as they relate to GDPR.
13.6 Where, in accordance with the provisions of Article 82 of the GDPR, both parties are
responsible for the act, or omission to act, resulting in the payment of losses by a party,
or both parties, then a party shall only be liable for that part of such losses which is in
proportion to its respective responsibility.
14.1 Subject to clause 14.2, Qudos Design’s maximum aggregate liability under or in
connection with this Agreement, whether in contract, tort (including negligence) or
otherwise, shall in no circumstances exceed 150% of the Fee.
14.2 Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud,
death or personal injury caused by its negligence or any other liability to the extent such
liability may not be excluded or limited as a matter of law.
14.3 Subject to clause 14.2, in no event will either party be liable under or in connection with
this agreement for:
(i) loss of actual or anticipated income or profits;
(ii) loss of goodwill or reputation;
(iii) loss of anticipated savings; or
(iv) any indirect or consequential loss or damage of any kind howsoever arising and
whether caused by tort (including negligence), breach of contract or otherwise,
whether or not such loss or damage is foreseeable, foreseen or known.
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- TERMINATION OF SERVICE
15.1 Qudos Design has the right to suspend any Services at any time and for any reason,
generally without notice, but if such suspension lasts or is to last for more than 7 days
you will be notified of the reason.
15.2 Qudos Design may terminate this agreement:
(i) with immediate effect by giving written notice to the Client if the Client fails to
pay any amount due under this agreement on the due date for payment and
remains in default 7 calendar days after being sent a final reminder; and
(ii) on 30 days written notice, for any reason.
15.3 Either party may terminate this agreement with immediate effect by giving written notice
to the other if the other party commits a material breach of any other term of this
agreement which breach is irremediable or (if such breach is remediable) fails to remedy
that breach within a period of 21 calendar days after being notified in writing to do so.
15.4 The Client may request to cancel the production of a website, or part thereof, in writing.
Qudos Design will take all reasonable steps to comply with any such request provided
that Qudos Design is able to do so within its contractual obligations to any suppliers
and/or other third parties. In the event of any such cancellation the Client will reimburse
Qudos Design for all Fees up to the date of cancellation, together with any third party
charges or other expenses or costs incurred by Qudos Design or to which Qudos Design is committed.
- GENERAL TERMS
16.1 Each party shall protect the confidential information of the other party against
unauthorised disclosure by using the same degree of care as it takes to preserve and
safeguard its own confidential information of a similar nature, being at least a reasonable
degree of care.
16.2 Both parties shall comply with the Bribery Act 2010 and any guidance issued by any
governmental department relating to such legislation.
16.3 This agreement constitutes the entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to
its subject matter.
16.4 Each party agrees that it shall have no remedies in respect of any statement,
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representation, assurance or warranty (whether made innocently or negligently) that is
not set out in this agreement. Each party agrees that it shall have no claim for innocent
or negligent misrepresentation based on any statement in this agreement.
16.5 This agreement does not give rise to rights under the Contracts (Rights of Third Parties)
Act 1999 to enforce any term of this agreement.
16.6 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement
under this agreement are not subject to the consent of any other person.
16.7 No variation of this agreement shall be effective unless it is in writing and signed by the
parties (or their authorised representatives).
16.8 A waiver of any right or remedy under this agreement or by law is only effective if given
in writing and shall not be deemed a waiver of any subsequent right or remedy
16.9 A failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall not constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict the further exercise of that or any other right or remedy.
No single or partial exercise of any right or remedy provided under this agreement or by
law shall prevent or restrict the further exercise of that or any other right or remedy.
16.10 Except as expressly provided in this agreement, the rights and remedies provided under
this agreement are in addition to, and not exclusive of, any rights or remedies provided
16.11 If any provision or part-provision of this agreement is or becomes invalid, illegal or
unenforceable, it shall be deemed deleted, but that shall not affect the validity and
enforceability of the rest of this agreement.
16.12 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership
or joint venture between any of the parties, constitute any party the agent of another
party, or authorise any party to make or enter into any commitments for or on behalf of
any other party.
16.13 This agreement and any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with it or its subject matter or formation shall be governed
by and construed in accordance with the law of England and Wales.
16.14 Each party irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with this agreement or its subject matter or formation.
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Qudos Design reserves the right to change or modify any of these terms or conditions at any
time. Should clarification of any of the above be required please contact Qudos Design.