QS General Terms and Conditions

Applicable to All Orders
Last Updated: 22nd May 2025

1. Interpretation

The definitions in this clause apply in these General Terms and Conditions. Terms defined in the General Agreement between QS and the Customer apply in these General Terms.

Agreement: the General Agreement between QS and the Customer.
Business Day: any day except Saturday, Sunday, or a public holiday in the Customer’s territory.
Confidential Information: proprietary or confidential information, whether labelled or reasonably expected to be confidential, including business, assets, affairs, customers, clients, or suppliers.
Customer: as designated in the Order.
Fees: the fees payable by the Customer for Services, as specified in the Order.
Intellectual Property Rights: patents, trademarks, copyright, design rights, database rights, domain names (registered or unregistered), and related rights.
Order: an agreement for Services provided by QS or a QS Affiliate to the Customer.
QS: the QS company designated in the Order.
Services: the services provided by QS to the Customer pursuant to an Order.

2. QS's Obligations

QS undertakes that Services will be performed with reasonable skill and care.
The undertaking does not apply where non-conformance is caused by misuse, contrary instructions, or unauthorised modification. QS will correct non-conformance as the sole remedy.
Performance dates are estimates only; time is not of the essence.
QS may enter into similar agreements with third parties and independently develop similar services.
QS warrants that it holds all necessary licences, consents, and permissions for its obligations.

3. Customer's Obligations

The Customer shall:

(a) provide all necessary co-operation and access to information;
(b) comply with applicable laws;
(c) carry out responsibilities in a timely and efficient manner (delays may adjust timetables);
(d) obtain and maintain all necessary licences, consents, and permissions.

4. Charges and Payment

Fees are payable in accordance with the Order.
The Customer shall provide purchase order details and accurate billing information on the Commencement Date. An administration fee (£100 GBP or equivalent) applies if re-invoicing is required due to incorrect details.
Invoices are payable within 30 days. Interest accrues at 4% above the Bank of England base rate if unpaid.
QS may suspend Services for late payment after notice.
All Fees:
- (a) payable in specified currency (or GBP if unspecified);
- (b) non-cancellable and non-refundable;
- (c) exclusive of VAT/GST (added at the appropriate rate);
- (d) payable without deductions or withholdings (grossed up if required by law).

5. Data Protection

Both parties agree to comply with applicable privacy and data protection laws.

6. Intellectual Property Rights

QS and its licensors own all Intellectual Property Rights in the Services, except for materials provided by the Customer.
QS confirms it holds all rights necessary to grant use of the Services.

7. Confidentiality

Confidential Information excludes information that is public, previously known, lawfully disclosed, or independently developed.
Each party shall keep Confidential Information secure and not disclose it to third parties except for implementation of the Agreement.
Disclosure is permitted where required by law or authority, with notice where possible.
Public announcements require prior written consent unless required by law.
Confidentiality obligations survive termination.

8. Indemnity

Customer Indemnity: The Customer shall defend and indemnify QS against claims arising out of Services, subject to notice, cooperation, and authority.
QS Indemnity: QS shall defend the Customer against claims of intellectual property infringement arising from use of Services, subject to notice, cooperation, and authority.
QS may procure rights, modify Services, or terminate if infringement occurs.
QS is not liable for infringements arising from Customer modifications, misuse, or continued use after notice.

9. Limitation of Liability

Except as expressly stated:
- (a) the Customer assumes responsibility for results from use;
- (b) all implied terms are excluded;
- (c) Services are provided “as is.”
QS does not exclude liability for death, injury, fraud, or fraudulent misrepresentation.
Subject to the above:
- (a) QS is not liable for loss of profits, business, goodwill, data, or indirect/consequential loss;
- (b) QS’s liability is limited to Fees paid for the Services in the 12 months preceding the claim.
The Customer remains liable for breach of QS’s Intellectual Property Rights.

10. Termination

Either party may terminate with immediate effect by written notice if:

(a) the other commits a material breach and fails to remedy within 30 days (non-payment constitutes breach); or
(b) insolvency, administration, winding-up, or analogous proceedings occur.

11. Survival

Termination of an Order does not affect other Orders or the Agreement.
Rights, remedies, and liabilities accrued before termination survive.

12. Force Majeure

QS is not liable if performance is prevented or delayed by events beyond its control, including strikes, network failures, natural disasters, pandemics, compliance with law, or subcontractor defaults, provided notice is given.

13. Variation

No variation is effective unless in writing and signed by authorised representatives.

14. Business Ethics

The Customer agrees to:

(a) not offer inducements to QS staff;
(b) comply with anti-slavery, anti-bribery, and anti-corruption laws;
(c) not act in a manner causing QS breach of such laws;
(d) treat QS staff with dignity and respect (no bullying, harassment, or victimisation);
(e) maintain policies ensuring compliance;
(f) report undue advantage requests;
(g) notify QS of suspected slavery or trafficking;
(h) acknowledge breach entitles QS to terminate immediately without penalty.

15. Waiver

No delay or failure to exercise rights constitutes a waiver. Partial exercise does not restrict further exercise.

16. Rights and Remedies

Unless expressly provided, rights and remedies are cumulative and not exclusive.

17. Severance

Invalid or unenforceable provisions shall be deemed deleted without affecting the remainder.

18. Entire Agreement

The Order constitutes the entire agreement and supersedes all prior agreements.
Each party acknowledges it does not rely on representations not set out in the Agreement or Order.

19. Assignment

The Customer may not assign or transfer rights or obligations without QS’s prior written consent.

20. No Partnership or Agency

Nothing creates a partnership or agency relationship. Neither party may bind the other.

21. Third Party Rights

The Agreement and Orders confer no rights on third parties, except successors and permitted assigns.

22. Counterparts

Any Order may be executed in counterparts, together forming one agreement.
No counterpart is effective until each party has delivered an executed copy.

23. Notices

Notices must be in writing, delivered by email, hand, courier, or recorded delivery to the address in the Order (or as notified).
Notices are deemed received:
- by hand, upon delivery (or next Business Day if outside business hours);
- by courier or recorded delivery, at the time specified on the delivery notice;
- by email, upon confirmation of receipt by the recipient’s server.

24. Governing Language

Where translated, the English version prevails in case of conflict.

25. Governing Law

The Order and related disputes are governed by the laws of England and Wales.

26. Jurisdiction

The courts of England and Wales have exclusive jurisdiction over disputes.