Terms and Conditions

Last updated: 1 June 2024 — QORA AI LIMITED

These Terms and Conditions ("Agreement") govern the supply of technology services by QORA AI LIMITED, a company registered in England and Wales with its registered address at 15 Water Lane, Cobham, KT11 2PA, United Kingdom ("the Company", "we", "us", "our"), to clients who engage our services ("the Client", "you").

These Terms and Conditions, together with any Statement of Work, Proposal, Service Schedule or other documentation issued by the Company and accepted by the Client, constitute the entire agreement between the parties in respect of the services to which they relate. By accepting a proposal, signing a statement of work, or otherwise instructing the Company to commence services, the Client agrees to be bound by these Terms and Conditions in their entirety.

If there is any conflict or inconsistency between these Terms and Conditions and any Statement of Work or Service Schedule, the terms of the relevant Statement of Work or Service Schedule shall prevail to the extent of the inconsistency, unless expressly stated otherwise.

1. Definitions

In these Terms and Conditions, the following terms have the meanings set out below unless the context otherwise requires:

  • "Agreement" means these Terms and Conditions together with any Statement of Work, Proposal or Service Schedule accepted by the Client.
  • "Charges" means the fees payable by the Client for the Services as specified in the applicable Statement of Work or as otherwise agreed in writing by the parties.
  • "Client" means the individual, company or other legal entity that engages the Company to perform Services under this Agreement.
  • "Client Materials" means all documents, data, software, systems, specifications, instructions, information and other materials provided by the Client to the Company for the purposes of performing the Services.
  • "Commencement Date" means the date on which the Company begins performing Services under this Agreement, as specified in the relevant Statement of Work.
  • "Confidential Information" means all information that is marked as confidential or which a reasonable person would understand to be confidential, including technical, financial, commercial, operational and strategic information of either party.
  • "Deliverables" means all work product, outputs, software, systems, documentation, reports and other materials produced by the Company in the course of performing the Services.
  • "Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, natural disasters, war, civil commotion, pandemic, epidemic, government action, cyber attacks on third-party infrastructure, widespread internet failures or industrial disputes involving third parties.
  • "Intellectual Property Rights" means all patents, rights to inventions, trade marks, service marks, trade names, domain names, rights in designs, copyrights, rights in database, confidential information, know-how and all other intellectual and industrial property rights, including all applications and rights to apply for and be granted registrations in any jurisdiction.
  • "Platform Lead" means the individual appointed by the Company as the primary point of contact and coordinator for a specific engagement.
  • "Services" means the technology services to be provided by the Company to the Client as specified in the applicable Statement of Work.
  • "Statement of Work" or "SOW" means a written document signed or otherwise agreed by both parties that describes the Services to be performed, the Deliverables to be produced, the timeline, the Charges and any other specific terms applicable to a particular engagement.
  • "Sub-contractor" means any third-party individual or organisation engaged by the Company to assist in the performance of the Services.
  • "Working Day" means any day that is not a Saturday, Sunday or a public holiday in England and Wales.

2. Engagement and Commencement of Services

2.1 Formation of Contract

A binding contract between the Company and the Client is formed upon the earlier of: (a) the Client countersigning a Statement of Work issued by the Company; (b) the Client confirming acceptance of a proposal in writing (including by email); or (c) the Company commencing performance of Services at the Client's request. No informal instruction, verbal agreement or email exchange shall give rise to a binding obligation unless confirmed by a signed Statement of Work or formal written acceptance.

2.2 Intake and Platform Assignment

All service engagements begin with a formal intake process through which the Client's requirement is assessed, classified and assigned to the appropriate service platform. The Company will acknowledge receipt of a service request within one Working Day and will provide a service line assignment and initial scope outline within three Working Days of receipt. The Company reserves the right to decline any engagement request without being required to give reasons.

2.3 Statement of Work

Prior to commencing any Services, the Company will issue a Statement of Work to the Client. The Statement of Work will specify the Services to be performed, the Deliverables, the timeline and milestones, the Charges, payment terms, and any specific assumptions, dependencies or exclusions applicable to the engagement. The Client is responsible for reviewing the Statement of Work carefully and raising any queries before acceptance.

2.4 Changes to Scope

Any change to the scope of Services described in a Statement of Work must be agreed in writing by both parties through a formal change request process. The Company is not obligated to perform services that fall outside the agreed Statement of Work without a signed change order or supplementary Statement of Work. Where the Client requests changes to scope, the Company will assess the impact on timeline, Charges and other terms and communicate this to the Client within five Working Days.

3. Performance of Services

3.1 Standard of Service

The Company will perform the Services with reasonable skill and care consistent with good industry practice in the technology services sector in the United Kingdom. The Company does not warrant that the Services will meet any particular performance standard, specification or outcome unless such standard, specification or outcome is expressly set out in the applicable Statement of Work.

3.2 Personnel

The Company will assign qualified personnel with appropriate skills and experience to perform the Services. The Company reserves the right to substitute or replace personnel at any time, provided that substitution does not result in a material reduction in the quality of the Services. The Company is not obligated to provide any specific named individual to perform Services unless expressly agreed in a Statement of Work.

3.3 Platform Lead

The Company will appoint a Platform Lead for each engagement. The Platform Lead will serve as the primary point of contact between the Company and the Client for all matters relating to the delivery of Services, including progress updates, checkpoint communications and change requests. The Client should direct all service-related communications to the Platform Lead.

3.4 Sub-contractors

The Company may engage Sub-contractors to assist in the performance of Services, provided that the Company remains responsible for the acts and omissions of its Sub-contractors as if they were acts and omissions of the Company. The Company will ensure that Sub-contractors are subject to appropriate confidentiality obligations and comply with the terms of this Agreement.

3.5 Client Cooperation

The Client acknowledges that the successful delivery of the Services depends on the Client's active cooperation and timely provision of information, decisions, approvals and resources as required. The Company shall not be liable for delays or failures in performing Services that arise from the Client's failure to provide timely cooperation, access to systems, relevant personnel or required information. Any such delay caused by the Client may result in an adjustment to the timeline and Charges as mutually agreed.

3.6 Access to Client Systems

Where the Services require access to the Client's systems, infrastructure, data or premises, the Client is responsible for granting such access and for ensuring that the Company's personnel have the permissions and credentials necessary to perform the Services. The Company shall comply with any reasonable security policies or procedures communicated by the Client in advance.

4. Charges and Payment

4.1 Fees

The Client shall pay the Charges for the Services as set out in the applicable Statement of Work. Unless otherwise specified, all Charges are expressed exclusive of value added tax (VAT) and any other applicable taxes, which shall be added at the prevailing rate. The Client is responsible for all applicable taxes in the Client's jurisdiction where services are delivered internationally.

4.2 Invoicing

The Company will issue invoices for the Charges in accordance with the payment schedule set out in the applicable Statement of Work. In the absence of a specified payment schedule, invoices will be issued at the completion of each milestone or, for ongoing services, monthly in arrears. Invoices will be sent to the billing contact specified by the Client.

4.3 Payment Terms

All invoices are payable within thirty (30) days of the invoice date unless a different payment term is specified in the applicable Statement of Work. Payment shall be made by bank transfer to the Company's designated bank account, details of which will be included on each invoice. The Company does not accept payment by cheque unless expressly agreed.

4.4 Late Payment

If the Client fails to pay any invoice by the due date, the Company reserves the right to: (a) charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend the performance of Services until all outstanding invoices are settled; and (c) terminate this Agreement on written notice if payment remains outstanding for more than thirty days after the due date.

4.5 Expenses

The Client shall reimburse the Company for any reasonable out-of-pocket expenses properly incurred in the performance of the Services, including travel, accommodation, hardware procurement specifically required for the engagement, and third-party software licences, provided such expenses are pre-approved by the Client in writing or fall within a pre-agreed expense budget. Expenses will be invoiced at cost with supporting receipts.

4.6 Price Changes

The Company may increase the Charges for ongoing service engagements by giving the Client not less than thirty (30) days' written notice. Any increase in Charges shall take effect from the date specified in the notice. If the Client objects to the increase, either party may terminate the relevant engagement on not less than thirty (30) days' notice following the notification of the increase.

5. Intellectual Property Rights

5.1 Pre-existing IP

Each party retains ownership of its pre-existing Intellectual Property Rights. The Company retains ownership of all methodologies, frameworks, tools, code libraries, know-how and other materials that existed prior to or were developed independently of any Client engagement ("Company Background IP"). Nothing in this Agreement shall be construed as a transfer of ownership of Company Background IP to the Client.

5.2 Deliverables

Subject to full payment of all Charges and unless otherwise specified in a Statement of Work, upon final delivery and acceptance of each Deliverable, the Company grants the Client a non-exclusive, perpetual, royalty-free licence to use, copy and modify that Deliverable for the Client's internal business purposes. Unless a Statement of Work expressly states that bespoke Deliverables are to be assigned to the Client, such Deliverables remain the property of the Company.

5.3 Specific IP Assignment

Where a Statement of Work expressly provides for the assignment of Intellectual Property Rights in specific Deliverables to the Client, such assignment shall take effect only upon receipt of all Charges for the relevant engagement in full. Any such assignment is subject to the Company retaining a perpetual licence to use the assigned Deliverable for the purpose of providing services to other clients, unless the Statement of Work expressly provides for an exclusive assignment.

5.4 Client Materials

The Client grants the Company a non-exclusive, royalty-free licence to use, copy, process and modify Client Materials to the extent necessary to perform the Services. This licence terminates upon completion of the engagement or termination of this Agreement, at which point the Company will return or securely destroy all Client Materials in accordance with the Client's instructions.

5.5 Open Source Software

Where the Services involve the use or integration of open-source software, the Company will disclose such use and ensure that the use complies with the applicable open-source licence terms. The Client acknowledges that open-source components embedded in Deliverables are subject to the terms of their respective licences, which may impose obligations on the Client's use.

6. Confidentiality

6.1 Obligations

Each party undertakes to keep the other party's Confidential Information confidential and not to disclose it to any third party without the prior written consent of the other party, except as permitted by this Agreement. Each party shall use the other party's Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement.

6.2 Permitted Disclosures

Each party may disclose Confidential Information to its employees, officers, contractors and professional advisers on a need-to-know basis, provided such persons are subject to equivalent confidentiality obligations. Each party may also disclose Confidential Information to the extent required by applicable law, regulation or order of a competent court or authority, provided it gives the other party reasonable prior written notice and cooperates to seek any available protection before making such disclosure.

6.3 Exclusions

The obligations of confidentiality in this clause shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession before disclosure without restriction; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

6.4 Duration

The confidentiality obligations in this clause shall survive the termination or expiry of this Agreement for a period of five (5) years.

7. Data Protection

7.1 Compliance

Both parties shall comply with their respective obligations under applicable data protection legislation, including UK GDPR and the Data Protection Act 2018, in connection with the performance of this Agreement. Each party is responsible for determining its own role as data controller or data processor in respect of any personal data processed in connection with the Services.

7.2 Data Processing Agreement

Where the Company processes personal data on behalf of the Client as a data processor, the parties shall enter into a Data Processing Agreement that meets the requirements of Article 28 of UK GDPR. The Company will process personal data only in accordance with the Client's documented instructions and will implement appropriate technical and organisational measures to ensure the security of such data.

7.3 Security Incidents

Where the Company becomes aware of a personal data breach involving personal data processed on behalf of the Client, the Company will notify the Client without undue delay and will provide sufficient information to allow the Client to discharge its reporting obligations under applicable data protection law.

8. Warranties

8.1 Company Warranties

The Company warrants that: (a) it has the legal right and authority to enter into this Agreement and to perform the Services; (b) the Services will be performed with reasonable skill and care; (c) the Deliverables, to the extent they are original works created by the Company, will not knowingly infringe the Intellectual Property Rights of any third party; and (d) the Company will comply with all applicable laws and regulations in performing the Services.

8.2 Client Warranties

The Client warrants that: (a) it has the legal right and authority to enter into this Agreement; (b) all Client Materials provided to the Company are owned by or licensed to the Client and the Client has the right to make them available to the Company for the purposes of this Agreement; (c) Client Materials do not infringe the Intellectual Property Rights of any third party; and (d) the Client will comply with all applicable laws and regulations in connection with its use of the Services and Deliverables.

8.3 No Other Warranties

Except as expressly stated in this Agreement, neither party makes any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose or non-infringement. The Company does not warrant that the Services or Deliverables will be error-free, that defects will be corrected, or that the Services will meet any specific performance standard not expressly stated in the applicable Statement of Work.

9. Limitation of Liability

9.1 Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, special, incidental, consequential or punitive loss or damage arising from or in connection with this Agreement, including but not limited to: loss of profits, loss of revenue, loss of business, loss of data, loss of anticipated savings, loss of goodwill, business interruption or reputational damage, even if the party had been advised of the possibility of such loss.

9.2 Cap on Liability

Subject to Clause 9.3, the aggregate total liability of the Company to the Client under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Charges paid by the Client to the Company under the relevant Statement of Work in the twelve (12) months immediately preceding the date on which the claim arises.

9.3 Uncapped Liability

Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by applicable law; or (d) wilful misconduct or gross negligence.

9.4 Mitigation

Each party shall take reasonable steps to mitigate any loss or damage it suffers arising from a breach of this Agreement by the other party.

10. Indemnification

10.1 Client Indemnity

The Client shall indemnify, defend and hold harmless the Company and its directors, officers, employees and contractors from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from: (a) the Client's breach of this Agreement; (b) the Client's use of the Deliverables or Services in a manner not authorised by this Agreement or contrary to applicable law; (c) any claim that Client Materials infringe the Intellectual Property Rights of any third party; or (d) any third-party claim arising from the Client's products or services in which the Deliverables are incorporated.

10.2 Company Indemnity

The Company shall indemnify, defend and hold harmless the Client and its directors, officers, employees and contractors from and against any claims arising from a third party alleging that the Deliverables (as delivered by the Company and used in accordance with this Agreement) infringe that third party's Intellectual Property Rights in the United Kingdom, provided that the Client: (a) promptly notifies the Company of such claim; (b) grants the Company sole control of the defence and settlement of such claim; and (c) provides reasonable cooperation and assistance. This indemnity does not apply where infringement arises from the Client's modification of Deliverables, combination with third-party materials, or use outside the scope of this Agreement.

11. Term and Termination

11.1 Term

This Agreement commences on the date a Statement of Work is accepted by the Client and continues until all Services under all applicable Statements of Work have been completed and all Charges have been paid, unless terminated earlier in accordance with this clause.

11.2 Termination for Convenience

Either party may terminate any individual Statement of Work for convenience by giving not less than thirty (30) days' written notice to the other party. Where the Client terminates a Statement of Work for convenience, the Client shall pay all Charges for Services performed up to the termination date, plus any reasonable costs incurred by the Company as a direct result of the termination, including demobilisation costs and non-cancellable third-party commitments.

11.3 Termination for Cause

Either party may terminate this Agreement or any Statement of Work immediately on written notice if the other party: (a) commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice requiring it to do so; (b) becomes insolvent, is placed into administration, receivership or liquidation, makes a voluntary arrangement with its creditors, or takes or has taken against it any similar insolvency action; or (c) commits fraud or engages in wilful misconduct in connection with this Agreement.

11.4 Effect of Termination

Upon termination or expiry of this Agreement or a Statement of Work: (a) each party shall promptly return or destroy the other party's Confidential Information; (b) the Client shall pay all outstanding Charges for Services performed up to the date of termination; (c) any licences granted under this Agreement that are expressed to survive termination shall continue in force; and (d) neither party shall have any further obligations to the other party except as expressly provided for in this clause and in any other clauses expressed to survive termination.

11.5 Survival

The provisions of this Agreement relating to intellectual property, confidentiality, liability, indemnification, governing law and any other provisions that by their nature are intended to survive termination shall continue in force after the termination or expiry of this Agreement.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a Force Majeure Event, provided that: (a) the affected party notifies the other party promptly of the Force Majeure Event and its expected duration; (b) the affected party uses reasonable efforts to mitigate the impact of the Force Majeure Event; and (c) the Force Majeure Event was not reasonably foreseeable at the time the Agreement was entered into. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Statement of Work on written notice without liability, subject to payment for Services already performed.

13. Dispute Resolution

13.1 Escalation

In the event of any dispute arising under or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations between senior representatives of both parties. Each party shall designate a senior representative with authority to resolve the dispute and such representatives shall meet (in person or by video conference) within fifteen (15) Working Days of a written notice of dispute being served.

13.2 Mediation

If the dispute is not resolved through escalation within thirty (30) days of the initial notice, either party may refer the dispute to mediation administered by a mutually agreed mediator or, failing agreement, by the Centre for Effective Dispute Resolution (CEDR) in London. The costs of mediation shall be shared equally between the parties.

13.3 Litigation

If mediation fails to resolve the dispute within sixty (60) days of the mediator's appointment, either party may commence legal proceedings in the courts of England and Wales. Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court of competent jurisdiction at any time.

14. Anti-Bribery and Modern Slavery

Each party shall comply with all applicable anti-bribery and corruption laws, including the Bribery Act 2010, and shall not offer, promise, give, request, receive or accept any bribe or improper payment in connection with this Agreement. Each party warrants that it has in place adequate procedures to prevent bribery in accordance with the UK Ministry of Justice's guidance under the Bribery Act 2010.

Each party shall conduct its business in a manner consistent with the requirements of the Modern Slavery Act 2015 and shall take reasonable steps to ensure that slavery and human trafficking do not occur within its operations or supply chains.

15. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the party at the address specified in the applicable Statement of Work or as notified in writing from time to time. Notices shall be deemed delivered: (a) when delivered by hand or courier, upon signature of receipt; (b) when sent by first-class post, two Working Days after posting; or (c) when sent by email to the designated email address of the recipient, upon confirmation of receipt. Notices to the Company should be addressed to QORA AI LIMITED, 15 Water Lane, Cobham, KT11 2PA, United Kingdom, and by email to devops@qoraai.codes.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with any Statement of Work, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior representations, negotiations, agreements, heads of terms and understandings between the parties, whether oral or written.

16.2 Variation

No variation of this Agreement shall be valid unless agreed in writing and signed by authorised representatives of both parties.

16.3 Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. No waiver shall be effective unless given in writing. A waiver of a breach of any provision does not constitute a waiver of any subsequent breach of that or any other provision.

16.4 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion shall not affect the validity and enforceability of the remaining provisions.

16.5 Assignment

The Client shall not assign, transfer, mortgage, charge, subcontract, sub-licence or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign, novate or otherwise transfer its rights and obligations under this Agreement to a group company or to a successor to the whole or a material part of its business on written notice to the Client.

16.6 Third-Party Rights

This Agreement does not create any rights in favour of any third party under the Contracts (Rights of Third Parties) Act 1999. The parties may vary or rescind this Agreement without the consent of any third party.

16.7 Independent Contractors

The relationship between the Company and the Client is that of independent contractors. Nothing in this Agreement shall create or imply any partnership, joint venture, employment, agency or franchise relationship between the parties. Neither party has authority to bind the other party contractually.

16.8 Counterparts

Any Statement of Work may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Electronic signatures shall be as binding as handwritten signatures for the purposes of this Agreement.

17. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

18. Contact Information

For any queries regarding these Terms and Conditions, or to exercise any rights available to you under this Agreement, please contact:

  • Company: QORA AI LIMITED
  • Address: 15 Water Lane, Cobham, KT11 2PA, United Kingdom
  • Email: devops@qoraai.codes
  • Telephone: +44 7512 558811
  • Website: qoraai.codes
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