General Terms and Conditions

Background

1. These General Terms and Conditions for Qrowdsy apply to all quotes, sales and deliverables of services between Qrowdsy and the Client (individually referred to as the “Party” and collectively as the “Parties’ to this agreement) unless otherwise agreed between the parties in writing.
2. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
3. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

Services Provided

4. The Contractor agrees to provide the Client with the services as detailed in the quotation.
5. The Services will also include any other tasks which both Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Quotes

6. Quotes are valid for the time period up to the ‘quote expiration’ date specified within the quotation. Acceptance is sent by electronic signature.
7. Quotes can only be accepted as a whole and the amounts and prices cannot be split or changed in any way unless agreed so in writing by both parties.
8. Should different sample amounts or criteria be needed, a new quotation with the correct amounts must be requested before initiating the sampling.
9. The agreement commences when the quote has been accepted and terminates when the order has been delivered.

Prices and Invoicing

10. The Client pays for the services as described in the submitted quote. The quote is based on the services accepted by and agreed by both Parties.
11. Qrowdsy reserves the right to require additional payment for a project in addition to what has been agreed, if the project costs are exceeded caused by delays, errors or omissions to the material provided by the Client.

Delays and service changes

12. Qrowdsy is entitled to require additional payment for costs associated with the Clients subsequent changes to the agreed products or services.
13. If the order depends on the Client’s provision of information or other material and a deadline has been set for the Client’s provision of this and if the delay is attributable to the Clients provision of this and if they delay is attributable to the Clients circumstances, the Client’s delay of such provision will occasion a deferment of the deadline or date agreed for Qrowdsy’s completion of the order.

Term of agreement

14. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services.
15. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide seven days' written notice to the other Party.
16. The Contractor will endeavour to conclude the project within the number of days stated in the quotation starting from the date of this Agreement.
17. The Contractor will charge the Client for the Services as follows (the "Payment"):
1. The Client will pay the Contractor the amount and currency for each response received as specified in the quotation; AND
2. The Client will pay the Contractor for the maximum number of responses specified in the Quotation responses; AND
3. The Client will pay the Contractor the fixed set-up fee specified in the quotation, this is the cost attributed to the project management fees associated with the initial setup, recruitment and distribution.
18. Invoices submitted by the Contractor to the Client are due within 14 days of receipt.
19. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.
20. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.
21. The Contractor will be solely responsible for the payment of all compensation and benefits due to the employees of the Contractor, including any National Insurance, income tax and any other form of taxation or social security costs.
22. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

Interest on late payments

23. Interest payable on any overdue amounts under this Agreement is charged at the rate of interest in the UK per annum plus 5% or at the maximum rate enforceable under applicable legislation, whichever is lower.

Confidentiality

24. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
25. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.
26. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

Ownership of intellectual property

27. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted exclusive limited-use licence of this Intellectual Property for a period of six months following the end of this Project. Following this period the Client will be granted non-exclusive limited-use licence of this Intellectual Property.
28. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
29. The Contractor agrees that any intellectual property developed under the scope of this agreement will not be shared with any company operating within the same industry as the Client, unless combined with other data in an aggregated and anonymised form.

Return of property

30. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
31. In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.

Capacity / Independent contractor

32. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Right of substitution

33. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party subcontractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
34. In the event that the Contractor hires a subcontractor:
1. The Contractor will pay the subcontractor for its services and the Compensation will remain payable by the Client to the Contractor.
2. for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

Autonomy

35. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

Equipment

36. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all equipment, raw materials, supplies and any other items or parts necessary to deliver the Services in accordance with the Agreement.

No exclusivity

37. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

Notice

38. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the addresses set out in the section of this document entitled ‘The Client and the Contractor details’.
    or to such other addresses as either Party may from time to time notify the other.

Liability

39. Errors related to the completion of the project and caused by Qrowdsy must be remedied by Qrowdsy without charge on condition that the Client has in writing notified Qrowdsy of the errors within fourteen (14 days) of the order being dispatched by Qrowdsy.
40. The Client understands and agrees that under no circumstances (subject to the below) shall Qrowdsy, its shareholders, directors, officers, employees, affiliates, contractors, interns, suppliers, service providers, licensors or agents (“Persons”) be liable (jointly or severally) to the Client for any direct, indirect, incidental, special, consequential or exemplary damages, damages for loss of profits, goodwill, use, data, or other intangible losses (even if the Client has been advised of the possibility of such damages) (“Liability”) incurred by the Client or any third parties out of or in connection with the Client’s use of the Service or the Data, or for any other claim related in any way to the Client’s use of the Service or the Data, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content made available via the Service or the Data, even if advised of their possibility.
41. Qrowdsy does not seek to exclude liability for death or personal injury caused by Qrowdsy’s negligence, or fraud or fraudulent misrepresentation on the part of Qrowdsy or where such loss or Liability arises out of or is in connection with the gross negligence, wilful misconduct, fraud, bad faith, breach of the anti-bribery confirmations contained herein or breach of confidentiality by Qrowdsy or its affiliates (and their respective Persons), in which case Qrowdsy’s liability shall be unlimited.
42. From time to time, certain content, products and services available via the Service may include materials from third-parties.
43. Third-party links on the Website may direct the Client to third-party websites that are not affiliated with us. In accessing these third-party websites, the Client agrees to be bound by the terms and conditions of such third-parties and agrees that Qrowdsy are not responsible for examining or evaluating the content or accuracy, and Qrowdsy does not warrant and will not have any liability or responsibility for any third-party materials, products, websites or services and for any harm or damages related to the purchase of goods, services, resources, content, or any other transactions made in connection with any third-party websites.

Privacy Policy

44. Qrowdsy’s privacy policy can be located on this link.

Prohibited use

45. In addition to the other prohibitions as set forth in this Agreement, the Client is prohibited from using the Website, the Data or its content:
1. for any unlawful purpose;
2. to solicit others to perform or participate in any unlawful acts;
3. to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
4. to infringe upon or violate Qrowdsy's intellectual property rights or the intellectual property rights of others;
5. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
6. to submit false or misleading information;
7. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or the Data or of any related website, other websites or the internet;
8. to collect or track the personal information of others;
9. to spam, phish, pharm, pretext, spider, crawl or scape;
10. or any obscene or immoral purpose; or
11. to interfere with or circumvent the security features of the Service or Data or any related website, other website, or the internet. Qrowdsy reserves the right to terminate the Client’s use of the Service or any related content for violating any of the prohibited uses as set out in these Terms.
46. In accordance with the terms of this Agreement herein, the Client agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Website through which the Service is provided, without Qrowdsy’s express written permission.

Data submitted by the Client

47. In using the Services, the Client must ensure any data or information submitted or sent by the Client:
    1. is accurate (where it states facts);
    2. is genuinely held (where it states opinions); and
    3. complies with applicable law in any country from which it is posted, and that the Client has all necessary permissions to place such information (including personal information) on the Services.
    Notwithstanding the foregoing, to the extent such information is materially inaccurate or incomplete on the face of it Qrowdsy should make further enquiries and/or inform the Client Use At Own Risk The Client understands and agrees that the Client’s use of, or inability to use, the Service and the Data is at the Client’s own risk and discretion.
48. The Client will be responsible for any damage caused to the Client’s computer system through the Client’s use of the Services, including, without limitation, damage caused by downloading the Data. While Qrowdsy aims to ensure the safety and high quality of its Services and Data, Qrowdsy cannot and does not represent or warrant that its Website or the Services or Data it provides are free of viruses or other harmful components, will be uninterrupted, timely, secure or error-free, or that the results that may be obtained from the use of the Services or the Data will be accurate or reliable.
49. Notwithstanding the foregoing, both Parties agree to use commercially reasonable procedures to check for commonly known viruses in information sent and received electronically, but we recognise that such procedures cannot be a guarantee that transmissions will be virus free.

Jurisdiction

50. The Client understands and agrees that some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to the Client.
51. In any event, Qrowdsy and its third party suppliers will not be liable (whether in contract, tort including negligence or otherwise) for any amount greater than three times the amount the Client paid, if any, to Qrowdsy for accessing the Services under this agreement.

Modification of agreement

52. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

Time of the essence

53. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

54. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire agreement

55. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

56. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Governing law

57. This Agreement will be governed by and construed in accordance with the laws of England.

Severability

58. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

59. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.