1. Terms and Conditions

a. By executing this Proforma Agreement, the Client is entering into an Agreement comprising this Proforma Agreement and the Company's general terms of business located at:

https://www.qa.com/legal-privacy/tcs/general (the "General Terms"),

for the provision of the Services more particularly described in the proposal document put forwards by the Company and agreed to by the Client (the "Proposal"). Defined terms used in this Proforma Agreement shall, unless the context otherwise requires, have the same meaning as terms defined in the General Terms.

For sales of 'off-the-shelf' Online Learning the Company’s standard online learning terms and conditions apply, located at:

https://www.qa.com/legal-privacy/tcs/standard-online-learning ("Standard Online Learning Terms")


2. Services

a. The Services, including the scope of work, schedule of work and the nature of the deliverables shall be as set out in the Proposal.

b. Service provision will not commence until this Agreement has been signed by both parties and the Proposal has been signed and returned to the Company. The Proposal, once agreed by the parties, is hereby incorporated by reference into this Agreement.


3. Development Costs and Payment Terms

a. Subject to the following provisions of this Clause 3, the fees shall be as set out in the Proposal.

b. The fees set out in any proposal are based upon the assumptions made in that Proposal (the "Assumptions").  In the event that:

i. the Assumptions prove incorrect;

ii. variations are agreed to the scope of the Services;

iii. variations are agreed to the timetable for the Services; or

iv. additional costs are incurred by the Company as a result of the Client's act or omission (including by reason of delays arising from a failure by the Client to meet its stated responsibilities), then the Company shall be entitled to receive additional fees on a time and materials basis at the Company's standard rates unless such fees are agreed between the parties in writing.

c. Where a draft Proposal is provided to the Client for sign off, the fees set out in that draft Proposal shall remain valid for 60 days from the date of the draft Proposal (unless otherwise stated therein).  If the draft Proposal is not signed off within this period, then the Company shall be entitled to reissue the draft Proposal with revised fees.

d. The Company shall be entitled to invoice the Client as follows, based upon the proposed total project cost as set out in the Proposal:

i. 50% on acceptance of the Proposal; then

ii. 50% on completion of the Services.

e. The Client shall pay all fees invoiced, together with any VAT charged, on or before the 15th Working Day following the date of invoice.


4. Intellectual Property

a. Subject to Clause 4.b, all intellectual property rights in all materials, documents, software, products, course content, bespoke source code and other deliverables which form part of the service deliverables shall remain with the Company or its licensors.

b. All intellectual property rights in all materials provided by the Client necessary for the Company to provide the Services shall remain with the Client and its licensors.

c. Subject to payment in full (without set-off or deduction) of all fees due, the Company grants to the Client a non-exclusive, non-transferable licence to use the deliverables provided by the Company to the extent necessary to enjoy the benefit of the Services.  Such licence includes the right for the Client to grant a sub-licence to its holding companies, subsidiaries, and the subsidiaries of its holding companies, to use the deliverables to the same extent as the Client is permitted under this Agreement.

d. The Client may only use the Services and deliverables for its own internal, non-commercial use.

e. Where the Client wishes to use or sub-license the deliverables beyond the extent of the Proposal, the Client must first obtain prior written consent from the Company and pay such reasonable additional fees as are prescribed by the Company for such additional use.

f. The Company shall retain title to all physical materials delivered until such time as the entire fees have been paid by the Client.


5. Provision of Subject Matter, Other Materials and Expertise

a. The Client shall nominate one person and a deputy to act as the interface with the Company to agree on specific subject matter details in relation to the Services. The Client warrants that the persons so nominated shall have the appropriate authority to make decisions on behalf of the Client and will be responsible for providing any required information to the Company in accordance with the timescales agreed.

b. Where the Client requires that specific corporate standards and guidelines are incorporated into the Services, these guidelines will be supplied by the Client prior to the Proposal being agreed.

c. The Client will provide full access to relevant subject matter experts as required and agreed throughout the duration of the project.

d. The Client shall make any existing training materials relevant to the project and all other relevant subject matter information available to the Company.


6. Approval of Services and Deliverables

a. Draft deliverables will be submitted to the Client for approval and the Client agrees to either sign-off, or inform the Company of any defects in, such draft deliverables within 5 Working Days unless otherwise set out in the Proposal.

b. Deliverables and draft deliverables shall be deemed to be accepted if notification of defects is not received by the Company within 5 Working Days of delivery, unless the Company is notified of a delay to approval within that period.  If a delay is notified, then deliverables and draft deliverables shall be deemed accepted within 10 Working Days of delivery unless defects are notified to the Company within that extended period.

c. Approval of and defects in deliverables and draft deliverables, and delays to approval, must be communicated to the Company in writing.


7. Project Suspension

a. A project will be deemed inactive and suspended if the project is incomplete and the Client fails to respond to a communication for a period of 14 days during which time the Company shall make reasonable efforts to contact the Client.

b. Where the Company suspends the project as a result of outstanding customer dependencies, any additional costs incurred in restarting the project will be charged to the Client.  Work will be re-started at an agreed date subject to allowing the Company time to allocate suitably qualified personnel to the project.


8. Termination

a. The Client may terminate this Agreement for the Company's material breach, provided that where such breach is remediable, (i) the Client has notified the Company of the breach and given it not less than 10 Working Days to remedy the breach; and (ii) the breach has not been remedied.

b. The Client may terminate this Agreement for any reason other than the Company's material breach by giving the Company prior written notice of not less than one month.  In such circumstances, the Client agrees to pay for all work completed up to the point of termination and all costs the Company has committed to in order to complete the project in line with the Proposal and any variations agreed before the termination.  Following receipt of written notice to terminate, the Company shall cease all development activity and be entitled to charge for work scheduled to have been completed during the notice period.  The Company shall use its reasonable endeavours to mitigate the extent of any losses to the Client.