1. Services
Qbase undertakes to deliver data management and processing services to the Client according to their business requirements communicated to Qbase.
In consideration of the client's agreement to a signed data processing brief/specification of the work required (hereinafter called the Contract), Qbase agrees to use all reasonable efforts to provide the services as specified in the Contract, and supply such support material that Qbase may consider appropriate as forming part of the services, and ensure that such information is accurate and reliable.
The Contract forms an agreement between the Client and Qbase to provide the services specified in the Contract. This Agreement shall be governed by and construed in accordance with English law and the parties shall submit to the exclusive jurisdiction of the English Courts.
In the event of the service provided being deemed not to conform to the Contract, it is the responsibility of the Client to inform Qbase directly within the timescales shown below, and it is the responsibility of Qbase to do such work as is necessary to bring the service to the standard specified in the Contract within a reasonable timescale:
Programming and development work — 6 weeks
Processing and data analysis work — 10 days
This agreement is supplemental to any other separate service agreement entered into between the parties.
2. Agency Involvement
Where the project involves the services of an Agency (hereinafter called the THIRD PARTY), any communications at any stage which affect the Contract shall only be between Qbase and the Client. Qbase undertakes to copy all such correspondence to the THIRD PARTY for reference purposes.
3. Usage of Information and Confidentiality
It is acknowledged that it is the responsibility of the Client to satisfy itself as to the sufficiency and adequacy of the Contract, and that the Contract is suitable for its requirements.
Qbase undertakes to keep all data or information relating to the services provided before or during the continuance of the Contract strictly private and confidential. Qbase shall only use the data or information for the specified purposes according to the Contract.
Qbase further undertakes to keep back-up copies of all data/programmes relating to the contract which are no more than 24 hours old with adequate security.
4. Warranty
Qbase warrants diligence, professional skills and reasonable care in the performance of its services. Qbase complies with Data Protection Act 1998 ensuring the security and non-disclosure of client's data during the processing activities.
5. Processing Period
This agreement is valid from the date of the Client's signature on the Contract to the end of the project, at which point the client may be required to sign either a project closing form or an acceptance certificate to acknowledge that the Contract has been fulfilled, unless the Contract is terminated in circumstances provided below.
6. Notice of Termination
Either party may terminate this Agreement by giving three month's prior written notice to the other of its intent to terminate the Contract.
The termination may be for any reason from either party, including but not limited to Client's intention to terminate the project, Qbase being acquired by the Client's competitors, Client's intention to change the data processing brief (i.e. Contract), or failure of the Client to provide adequate information for Qbase to fulfill its obligations within the terms of the Contract. In the event of termination other than for reason of Qbase's own failure to produce the end product, the Client shall be responsible for the full payment to Qbase in respect of setting up and processing fees expended by Qbase to and including the effective date of termination.
Upon termination of the Contract prior to completion, Qbase shall have no liability in the event of continued use of the incomplete data and services.
7. Modifications
Any modifications made to the Contract must be made in writing from the Client to Qbase, and will thereafter form an Appendix to the original Contract. Qbase reserves the right to impose additional charges on the modifications.
In the event of late delivery of data from the Client to Qbase (or a third party acting on behalf of the client), Qbase retains the right to move the schedule of processing forward by a minimum of one day after the delivery of the last data file.
In such an eventuality, Qbase cannot guarantee to meet [nor can Qbase be held liable for], the original delivery date for completion of processing. Note that the latest time for data to arrive is 9.30 a.m. GMT. Data delivered after this time shall be held over until the next working day.
8. Pricing
The Client agrees to make payment in accordance with the fees and any additional charges shown on, or attached to, the Contract, together with any applicable VAT and other taxes or duties, within 30 days of the date of any invoice from Qbase, unless alternative payment terms are specified within the Contract. The Client shall be liable for any costs incurred by Qbase due to any late payment.
9. Intellectual Property (IP) Rights
All intellectual property rights in the services or any part of the services provided under the terms of the Contract shall be and remain the property of Qbase. The Client shall take all reasonable steps to prevent any damage to or infringement of Qbase's IP rights.
10. Suspension of processing activities
Qbase shall not be liable for any delay in performing its obligations hereunder if such delay is caused by circumstances beyond its reasonable control including, accidents, acts of God, war, fire, strike, flood, explosion, or riot and should such eventuality occur Qbase shall promptly notify the Client in writing of the reasons for the delay and expected duration of the delay. Any processing activities currently underway shall be suspended during that period. Should the said circumstances persist, Qbase shall be granted an extension of time for performance equal to the period of the delay.
11. Limitation of Liability
Qbase shall not be liable for any loss or damage sustained or incurred by the Client or any third party resulting from any defect and/or errors in the data except as arising from a failure to exercise reasonable skill and care. Qbase shall not be liable to the Client for:
- Loss of revenue and/or contracts
- Loss of business opportunities and/or other loss of an indirect or consequential nature arising from negligence
- Any loss arising out of any failure by the Client to keep full and up to date copies of appropriate information or software in accordance with information security and good computing practice.
12. Reference to E-mail transmission
- The receipt time of e-mail/e-cards to the recipient cannot be guaranteed.
- Qbase will not be liable for any delay in the transmission of e-cards/e-mail, if the delay is the result of the customer not responding to the test transmission within 48 hours of the actual transmission time.
- Qbase is not liable for the content/data of the e-mail sent by Client to the recipient. Client retains the full ownership of the content/data.
- Qbase is not liable for any material or other consequences to any third parties as a result of the e-mail/e-cards transmission.
13. QbaseMail - Email Bureau
Qbase Data Services Ltd are not licensed to allow QbaseMail to be re-sold to any party wishing to purchase the application. All such enquiries must be referred to Qbase Data Services Ltd with any sale resulting in an introductory fee to be paid by Qbase Data Services to the Client. There are no current plans to introduce any authorised resellers.