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Terms of Service
Effective Date: [March 11, 2025]
1. Introduction
These Terms of Service (“Terms”) govern the relationship between Numeriq Ltd (“we”, “our”, or “us”) and any individual or business (“Client”, “you”) that engages our services. By using our services, including but not limited to web development, hosting, software development, and digital services, you agree to be bound by these Terms.
If you have any questions or require modifications to these Terms for a specific agreement, please contact us before proceeding.
2. Scope of Work & Deliverables
2.1 Quotations & Specifications
- Our quotations provide a full and accurate specification based on the information provided by the Client.
- Acceptance of a quotation indicates acceptance of the specification as written.
- Any deviations from the agreed specification may incur additional charges, billed at our standard hourly rate unless otherwise agreed in writing.
2.2 Delivery & Completion
- Websites, applications, and software developed by Numeriq Ltd will be considered delivered once installed, accessible, and conforming to the agreed specifications.
- Modifications beyond the agreed scope may be subject to additional costs.
3. Hosting, Security & Backups
3.1 Hosting Services & Maintenance
- Numeriq Ltd provides managed hosting, including routine maintenance, security monitoring, and updates.
- We ensure that hosted applications and software are kept up to date for security patches where applicable.
- For WordPress-based sites, we apply core, plugin, and theme updates as needed, prioritizing security updates first. Non-security updates may be deferred to avoid breaking site functionality.
- Hosting services include firewall protection, uptime monitoring, and performance optimizations where applicable.
3.2 Backups & Data Protection
- Numeriq Ltd performs regular backups of hosted websites and applications, covering databases and files.
- In the event of accidental data loss, we will attempt to restore data from the most recent backup. However, we cannot guarantee full data recovery.
- Clients are advised to maintain their own backups, particularly for critical content or transactional data.
3.3 Security Responsibilities
- While Numeriq Ltd follows best practices for security, we cannot guarantee absolute protection against all cyber threats.
- The Client must use strong passwords and enable two-factor authentication (2FA) where available.
- If the Client installs additional software, scripts, or third-party services, they are responsible for ensuring these do not introduce security risks.
- Clients running custom-built applications must ensure that any code they develop or modify follows secure coding practices to prevent vulnerabilities.
3.4 Service Availability & Downtime
- Numeriq Ltd strives for high availability but does not guarantee 100% uptime.
- Temporary downtime may occur due to maintenance, cyber attacks, third-party failures, or infrastructure issues.
- Numeriq Ltd is not liable for financial losses due to service interruptions unless otherwise agreed in a Service-Level Agreement (SLA).
4. Limitation of Liability
4.1 General Limitation of Liability
- Numeriq Ltd shall not be liable for any direct, indirect, incidental, or consequential damages resulting from service failures, security breaches, or downtime.
- If a Client’s website or application is compromised due to insecure third-party software, weak credentials, or plugin/script vulnerabilities, Numeriq Ltd is not responsible for resulting damages.
- Our total liability for any claims arising under these Terms shall be limited to the amount paid by the Client for the service in the three months preceding the claim.
4.2 No Guarantee of Security or Performance
- Numeriq Ltd applies security updates and patches, but cannot guarantee absolute security.
- We are not responsible for lost revenue, reputational damage, or legal consequences resulting from a security breach.
5. Client Responsibilities
5.1 Content & Compliance
- The Client is solely responsible for ensuring that their website, software, or digital assets comply with laws, regulations, and intellectual property rights.
- Numeriq Ltd is not responsible for intellectual property disputes, GDPR violations, or legal compliance related to the Client’s content.
5.2 Indemnification
- The Client agrees to indemnify and hold harmless Numeriq Ltd from any claims, damages, or legal costs arising from:
- Security breaches caused by the Client’s website, software, or third-party integrations.
- The Client’s failure to comply with data protection laws (e.g., GDPR, CCPA).
- Any illegal, fraudulent, or unauthorized activity on the Client’s website or hosting account.
6. Payment Terms & Late Fees
6.1 Payment Obligations
- Payments must be made within the agreed timeframe as stated in the invoice.
- Failure to pay within the agreed timeframe may result in service suspension or termination.
6.2 Late Payment Interest
- Late payments will incur interest at a rate of 8% per year above the Bank of England base rate, in accordance with the UK’s Late Payment of Commercial Debts (Interest) Act 1998.
- Numeriq Ltd reserves the right to recover legal and debt collection costs for unpaid invoices.
7. Contract Termination & Cancellation
7.1 Termination by Client
- Clients may terminate services with 30 days’ written notice.
- Work completed before termination will be invoiced and payable in full.
7.2 Termination by Numeriq Ltd
- Numeriq Ltd may terminate a contract immediately if the Client:
- Fails to make payments within the agreed timeframe.
- Engages in illegal or fraudulent activities using our services.
- Poses a security risk to our infrastructure or other clients.
8. Dispute Resolution & Governing Law
8.1 Dispute Handling
- Both parties agree to attempt resolution through negotiation before pursuing legal action.
8.2 Governing Law
- These Terms are governed by the laws of Scotland, UK. Any disputes shall be resolved in the courts of Scotland.
9. Updates to These Terms
- Numeriq Ltd reserves the right to update these Terms from time to time. The latest version will always be available on our website or upon request.
- Continued use of our services after an update constitutes acceptance of the new Terms.