Terms of Service

1. Agreement

These Terms govern your use of QooperLabs' website and services. By engaging us, you accept these Terms. If you're accepting on behalf of an organisation, you confirm you have authority to bind it.

2. Services

We provide digital agency services: website design/development, product development, business systems, automation, and modernization. The exact scope is defined in a signed Proposal or Statement of Work (SOW).

3. Proposals & Fees

• Proposals are valid for 30 days unless otherwise stated.
• Fixed-price projects: 50% deposit on signing, 50% on launch (or milestone schedule in SOW).
• Retainers: Monthly in advance, auto-renew unless cancelled with 30 days' notice.
• Late payments incur 4% annual interest (Statutory Late Payment Act). We may pause work until arrears clear.
• Expenses (third-party licenses, travel, stock assets) are billed at cost + 10% admin.

4. Client Responsibilities

• Provide timely access, assets, credentials, and decisions.
• Designate a single point of contact with authority to approve deliverables.
• Review and approve milestones within 5 business days (or timeline in SOW).
• Ensure all provided content/assets are licensed for our use.
• Comply with applicable laws (GDPR, accessibility, industry regulations).

5. Intellectual Property

On full payment, all custom work product (code, designs, documentation) transfers to you ("Client IP"). We retain ownership of our pre-existing tools, frameworks, libraries, and methodologies ("QooperLabs IP"). You receive a perpetual, worldwide, royalty-free license to use QooperLabs IP embedded in the deliverables. We may showcase the project in our portfolio (anonymised if requested) unless you opt out in writing.

6. Confidentiality

Both parties keep non-public information confidential for 3 years post-engagement. Exceptions: public knowledge, independently developed, legally required disclosure. We sign mutual NDAs on request.

7. Warranties & Disclaimers

• We warrant services will be performed with reasonable skill and care.
• We do NOT warrant: uninterrupted/bug-free software; third-party service uptime; specific business outcomes (revenue, conversions, compliance) unless explicitly agreed in SOW.
• All third-party services (hosting, APIs, platforms) are provided "as is" under their terms.

8. Liability

• Our aggregate liability is capped at 100% of fees paid in the 12 months preceding the claim.
• We exclude liability for: indirect/consequential loss, data loss (you must back up), lost profits, reputational harm.
• Nothing excludes liability for fraud, death/personal injury, or statutory rights that cannot be excluded.

9. Termination

• Either party may terminate with 30 days' written notice (or per SOW).
• We may terminate immediately for non-payment (more than 14 days overdue) or material breach.
• On termination: you pay for work completed + non-cancellable commitments; we deliver all work-in-progress and credentials.

10. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control (natural disasters, pandemics, cyberattacks, government actions). Affected party must notify the other promptly.

11. General

• Governing law: England & Wales. Exclusive jurisdiction: English courts.
• Entire agreement: These Terms + SOW + NDA supersede all prior discussions.
• Assignment: Neither party may assign without consent (not unreasonably withheld).
• Severability: Invalid provisions are severed; remainder stands.
• No partnership: We are independent contractors.