Background
- The Client is of the opinion that Quicklaunch Ltd (“Quicklaunch”) has the necessary experience and abilities to provide subscription, website support and bespoke development services;
- Quicklaunch is agreeable to providing such Services to the Client on the terms and conditions set out in this Agreement.
1. Definitions
1.1 “Agreement”: these Terms and Conditions together with any applicable Statement of Work or proposal.
1.2 “Client”: the party commissioning Services.
1.3 “Services”: one or both of the following:
- Subscription Services – ongoing provision of a hosted website and support under a selected Package;
- Agency Services – bespoke web development, e-commerce builds, retainer work, consulting or other tasks as described in a separate Statement of Work (“SOW”).
1.4 “Package”: a subscription tier chosen by the Client.
1.5 “SOW”: a written statement of work agreed by the Parties setting out deliverables, schedule, milestones and Fees.
1.6 “Fees”: all charges payable by the Client under this Agreement, including subscription fees, project fees, hourly rates and reimbursable expenses.
1.7 Currency: All monetary amounts referred to in this Agreement are in GBP.
2. Acceptance
2.1 This Agreement is formed and binding when the Client:
- Signs a proposal or quote referencing these Terms;
- Approves a proposal or SOW in writing;
- Pays or authorises payment of any invoice.
3. Services, Relationship & Scope
3.1 Subscription Services: Quicklaunch will deliver and host a fully responsive, branded website on UKFast servers in Manchester, maintain platform and theme security updates, and provide email support in line with the chosen Package.
3.2 Agency Services: Quicklaunch will perform bespoke website development, e-commerce builds or other consulting tasks as set out in an applicable SOW.
3.3 Independent Contractor: Quicklaunch is an independent contractor, not an employee or partner of the Client. This Agreement does not create a partnership or joint venture.
3.4 Right of Substitution: Quicklaunch may engage third-party subcontractors to perform obligations hereunder, remaining responsible for their performance.
3.5 Autonomy: Quicklaunch retains full control over working methods and schedule, subject to reasonable Client requests.
3.6 No Exclusivity: This Agreement is non-exclusive; each Party may contract with third parties for similar services.
3.7 Office Hours & Communication: Office hours are Monday–Friday 9:00 am to 5:00 pm UK time. Email is the primary communication channel; phone calls are available by appointment. Support frequency is determined by the chosen Package; additional support falls under Change Control.
4. Fees & Payment
4.1 Subscription Fees:
4.1.1 Client commits to a minimum term of 12 months (or as stated in the Package).
4.1.2 Fees are charged monthly in advance via GoCardless or agreed method.
4.1.3 Early termination during the minimum term incurs payment of remaining fees for that term.
4.2 Agency Fees:
4.2.1 Project Fees are set out in the SOW and may be invoiced upfront, by milestone instalment, or as a time-and-materials retainer at £45/hr invoiced monthly in arrears.
4.2.2 For fixed-term Agency projects with payment plans (e.g., £400 deposit followed by 24 monthly payments of £150), the Client agrees to pay the initial deposit upon SOW execution and the agreed monthly instalments for the full term.
4.2.3 If the Client terminates Agency Services before completion of the agreed payment schedule but after six months have elapsed, Quicklaunch may invoice the remaining outstanding instalments, less a pro rata credit for Services rendered beyond the initial six-month period, unless otherwise agreed in writing.
4.2.4 Client accepts the payment schedule in the SOW; undisputed invoices become payable 7 days after receipt if not disputed in writing.
4.3 Reimbursable Expenses: (pre-approved in writing by Client)
4.3.1 Eligible expenses include travel time for on-site work, third-party licences, outsourcing to specialists, and other necessary costs.
4.3.2 Quicklaunch will provide estimates and obtain written consent before incurring any expense.
4.3.3 Invoices for services must include detailed receipts for all expenses.
4.3.4 The Client reserves the right to deny reimbursement for expenses deemed unreasonable or unnecessary.
4.4 Late Payment & Penalties:
4.4.1 Unless otherwise stated, payment is due 30 days from invoice date.
4.4.2 After two consecutive missed payments, a £50 penalty applies, plus £25 per additional month unpaid.
4.4.3 Quicklaunch may suspend Services for unpaid invoices and charge interest at 8% above Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.
4.5 Bank Account Updates: If the Client’s payment mandate or bank details change or lapse, the Client must provide updated information to Quicklaunch within 15 days of notification to avoid missed-payment penalties.
4.6 Consecutive Missed-Payment Cancellation: If the Client fails to pay six consecutive subscription payments without resolution, Quicklaunch reserves the right to cancel Subscription Services and invoice all outstanding fees immediately.
5. Change Control & Additional Work
5.1 Work beyond the scope of a Package or SOW is additional and billed at £45/hr or as otherwise agreed.
5.2 All change requests must be documented and agreed in writing prior to commencement.
6. Client Responsibilities
6.1 Client shall supply all content, materials, logos, copy and approvals in a timely and legible manner.
6.2 Delays in providing materials may extend project timelines.
6.3 Client warrants that all supplied information and materials are accurate, complete and truthful. Quicklaunch is not liable for delays or defects resulting from inaccurate or incomplete Client-supplied information.
7. Delivery & Timelines
7.1 Subscription websites typically go live within 4 weeks of sign-up, subject to timely Client feedback.
7.2 Project timelines are set out in the SOW and commence upon receipt of initial payment and necessary materials.
8. Term & Termination
8.1 Subscription Services:
8.1.1 Initial minimum term of 12 months (or as specified).
8.1.2 Cancellation requires 30 days’ written notice after the first 90 days.
8.1.3 Early cancellation incurs all remaining fees for the minimum term.
8.1.4 On cancellation, hosting, licences and support are deactivated. The Client must arrange migration or pay any licence shortfall to retain their website.
8.2 Agency Services:
8.2.1 Commences on the SOW effective date and continues for the term specified in the SOW unless terminated earlier in accordance with this clause.
8.2.2 Either Party may terminate with 30 days’ written notice; however, if the Client terminates after six months of Service, Quicklaunch reserves the right to recover the remaining scheduled payments under the SOW, less a pro rata credit for Services delivered beyond the six-month period.
8.2.3 On termination, Quicklaunch is entitled to pro rata payment for Services performed to the date of termination, provided there has been no material breach.
8.2.4 Material breach by either Party entitles the non-defaulting Party to immediate termination and indemnification for damages.
8.2.5 This Agreement may also be terminated at any time by mutual written agreement.
9. Confidentiality
9.1 “Confidential Information” means all non-public information disclosed by either Party that is designated confidential or that reasonably should be understood to be confidential.
9.2 The receiving Party shall not use or disclose Confidential Information except as necessary to perform under this Agreement or as required by law.
9.3 Confidentiality obligations survive indefinitely after termination.
10. Intellectual Property
10.1 All Intellectual Property created under this Agreement vests in the Client upon full payment, including trade secrets, moral rights, registrations and applications.
10.2 Quicklaunch retains ownership of underlying frameworks, libraries or third-party licences.
10.3 Quicklaunch may use non-identifying case studies or demonstrations of the work.
10.4 Quicklaunch may not use the Client’s Intellectual Property except as necessary to perform the Services.
11. Liability & Indemnity
11.1 Each Party indemnifies the other against third-party claims, losses, damages or expenses arising from its breach of this Agreement or negligent acts.
11.2 Quicklaunch’s total liability for any claim is capped at the total Fees paid by the Client in the preceding 12 months.
11.3 Indemnification obligations survive termination.
12. Dispute Resolution
Parties shall negotiate in good faith for 30 days, then attempt ADR under the Chartered Institute of Arbitrators, followed by arbitration in England and Wales if unresolved.
13. Force Majeure
Neither Party is liable for delays due to events beyond reasonable control; timelines extend accordingly.
14. Governing Law & Jurisdiction
This Agreement is governed by the laws of England and Wales and subject to the exclusive jurisdiction of its courts.
15. Notices
Notices must be in writing and delivered to the addresses set out in the proposal or to such other address as notified in writing.
16. Variation
16.1 Any amendment to this Agreement must be in writing and signed by authorised representatives of both Parties.
16.2 Quicklaunch may unilaterally update these Terms by publishing revised terms on its website and notifying the Client in writing; such updates apply to ongoing Subscription Services.
17. Severability
If any provision is held invalid or unenforceable, the remainder of this Agreement remains in full force and effect.
18. Waiver
No waiver of any breach is a waiver of any subsequent breach of the same or other provisions.
19. Data Backup & Retention
Quicklaunch will back up all work and data on a secure remote server for three (3) months following completion of Services. After this period, data will be permanently deleted unless otherwise agreed in writing.
20. Statutory Rights
Nothing in these Terms affects the Client’s statutory rights under applicable UK consumer protection laws.