- Who we are and how these terms work
1.1 These Master Terms & Conditions (“Terms”) apply to all IT and related services we provide to business clients.
1.2 “We”, “us” or “our” means Q Management Consultancy Ltd, a company registered in England and Wales with company number 15154510, whose registered office is at 17a Phoenix Road, London, NW1 1SY, United Kingdom.
1.3 “You” or “Client” means the business receiving our services.
1.4 These Terms apply together with any proposal, quotation, order form or Statement of Work we send you (each a “SOW”). If there is any conflict, the SOW takes priority, then these Terms.
1.5 By instructing us (including by email, phone, purchase order or online request), you agree to these Terms.
- OUR SERVICES
2.1 We provide professional IT and cloud services including but not limiting to:
- Application/website design, development, test or configuration/installation;
- Microsoft Azure, Microsoft 365 / Exchange and Intune setup and configuration (including logins, policies and security settings);
- Other cloud services setup/provisioning/maintenance including but not limiting to AWS, AliBaba, Oceans etc
- Ongoing IT support by telephone, email, remote access and on-site.
- VOIP related services
- IT/Management Consultation
- Training
- Project/Programme Management
- Business/Process Analysis
- Any other services agreed
2.2 We will carry out the services with reasonable skill and care and in line with generally accepted industry practice, but we do not guarantee that systems will be error-free or uninterrupted.
2.3 We may use sub-contractors and third-party suppliers, but we remain responsible for their work as if it were our own.
- FEE, EXPENSES AND PAYMENT
3.1 Unless otherwise agreed in a SOW, our standard rates are those set out in the Rate Schedule below.
3.2 Time is charged in units of 60 mins, rounded up to the next unit. Part-days on-site are charged at the minimum half-day rate.
3.3 We may charge reasonable travel, accommodation and other out-of-pocket expenses at cost.
3.4 All fees and expenses are exclusive of VAT, which is added at the prevailing rate.
3.5 We normally invoice monthly in arrears unless the SOW states otherwise. You must pay all invoices in full within 14 days of the invoice date.
3.6 If you do not pay on time, we may:
a) charge interest on overdue sums at 8% above the Bank of England base rate (or the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, if higher); and
b) suspend work and/or access to services until payment is brought up to date.
- INTELLECTUAL PROPERTY & LICENCE
4.1 Except as set out in clauses 4.4 and 4.6, all intellectual property rights in all software, code, scripts, configurations, documentation, designs, policies, templates and other materials we create or supply in providing the services (the “Deliverables”) are and shall remain owned by Q Management Consultancy Ltd.
4.2 Provided you pay all fees and expenses in full and on time, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables solely for your internal business purposes.
4.3 You must not:
a) copy, adapt, reverse-engineer or modify any Deliverables except where permitted by law;
b) resell, sub-licence, share or otherwise provide the Deliverables to any third party without our prior written consent.
4.4 Any logos, trade marks, brand assets, text, images or other content that you provide to us remain your property. You grant us a licence to use them only as needed to perform the services.
4.5 We may reuse and develop any general ideas, know-how, tools, techniques or code patterns we develop while working for you for our own business and for other clients, as long as we do not disclose your Confidential Information.
4.6 Any third-party software, cloud services or platforms (including Microsoft, Azure, Intune, Exchange, domain registrars, hosting providers, etc.) are licensed to you under their own terms. We do not grant you any rights in those third-party products and are not responsible for their performance or availability.
- CONFIDENTIALITY & DATA PROTECTION
5.1 Each of us must keep the other’s confidential information secret and use it only to perform or receive the services.
5.2 Confidential information does not include information which:
a) is or becomes public (other than through a breach);
b) was already lawfully known to the receiving party;
c) is independently developed without use of the other party’s confidential information; or
d) must be disclosed by law, court order or a regulatory authority.
5.3 If we process personal data for you, we will do so in accordance with applicable data protection laws (including UK GDPR and the Data Protection Act 2018). A separate data processing agreement may be put in place where required.
- WARRANTIES & DISCLAIMERS
6.1 Except as expressly set out in these Terms or in a SOW, all warranties, conditions and terms implied by law are excluded to the fullest extent permitted.
6.2 We are not responsible for:
a) issues caused by third-party services, hosting, connectivity or software;
b) changes or configurations made by you or a third party without our agreement;
c) loss or corruption of data where you have not implemented suitable backup arrangements.
- LMITATION OF LIABILITY
7.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited or excluded by law.
7.2 Subject to clause 7.1, we shall not be liable for:
a) loss of profit, revenue, business, goodwill or anticipated savings;
b) loss or corruption of data;
c) any indirect or consequential loss.
7.3 Subject to clauses 7.1 and 7.2, our total aggregate liability arising out of or in connection with all services provided to you in any 12-month period is limited to the total fees paid by you to us in that period.
- TERMS, CANCELLATION AND TERMINATION
8.1 These Terms apply from the first date you instruct us and continue to apply to all services we provide unless and until replaced or superseded.
8.2 Either party may terminate a SOW or ongoing services for convenience by giving 30 days’ written notice.
8.3 Either party may terminate immediately by written notice if the other:
a) commits a material breach which cannot be remedied;
b) commits a material breach which can be remedied but fails to remedy it within 14 days of written notice; or
c) becomes insolvent or enters any form of insolvency process.
8.4 On termination, you must pay all fees and expenses due for work performed (and committed expenses) up to the termination date.
- NON-SOLICITATION
9.1 You must not, without our prior written consent, directly employ or engage any of our employees or key contractors who have been involved in providing the services to you, during the engagement and for 12 months afterwards.
9.2 If you breach this clause, you agree to pay us an amount equal to 50% of that person’s annual gross remuneration as a genuine pre-estimate of our loss.
- GENERAL
10.1 We may update these Terms from time to time by posting a new version at:
https://qmconsultancy.uk/terms (or such other URL as we notify to you).
The version in force when you accept a SOW or instruct us will apply to that engagement, unless the SOW expressly states otherwise.
10.2 Neither of us may assign these Terms or any SOW without the other’s consent, except that we may assign to a group company or a purchaser of our business.
10.3 If any provision of these Terms is found invalid or unenforceable, the rest will continue in full force.
10.4 These Terms and any SOW form the entire agreement between us regarding the services and replace all previous discussions and understandings.
10.5 These Terms are governed by the law of England and Wales, and we both submit to the exclusive jurisdiction of the courts of England and Wales.
RATE SCHEDULE
All rates are exclusive of VAT and may be updated from time to time by publishing revised rates on our website or in a SOW.
Development: £250.00 + VAT per hour | Testing: £200.00 + VAT per hour | Content Writing: £95.00 + VAT per hour | Remote Help / Support: £125.00 + VAT per incident | On-site Services: £1,750.00 + expenses + VAT per day (7.5 hours) | Minimum half-day charge for any on-site visit
Terms: All services are provided under Q Management Consultancy Ltd’s Master Terms & Conditions:
https://qmconsultancy.uk/terms
By instructing us or continuing to use our services, you agree to these terms.