Terms & Conditions

These Terms are made up of two parts:

• Part A — Website Terms of Use. These apply to anyone who visits or uses our website.
• Part B — Terms of Business for Services. These apply when you engage us to provide quality assurance and testing services.

If you engage us for Services, Part B applies in addition to Part A.

Part A — Website Terms of Use

1. Who we are

This website is operated by the sole trader trading as ForgeQA ("ForgeQA", "we", "us", "our").

• Trading address: Buxton Derbyshire, UK
• Email: forgeqa@btinternet.com

2. Accepting these terms

By using our website you confirm that you accept these Website Terms of Use and agree to comply with them. If you do not agree, please do not use the site.

3. Changes to the site and these terms

We may amend these terms at any time by updating this page. We may update, suspend or withdraw all or any part of the website without notice. We are not liable if the website is unavailable at any time or for any period.

4. Acceptable use

You must not:

• use the website in any unlawful way, or for any fraudulent or harmful purpose;
• attempt to gain unauthorised access to the website, the server on which it is stored, or any connected server, computer or database;
• introduce any virus, trojan, worm, logic bomb or other malicious or technologically harmful material;
• attack the website via a denial-of-service or distributed denial-of-service attack;
• scrape, data mine or systematically extract content from the website without our written consent; or
• reproduce, distribute or commercially exploit any content from the website without our written consent.

We will report any breach of this section to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them.

5. Intellectual property in website content

We own or are licensed to use all intellectual property rights in the website and the material published on it. You may print off one copy and download extracts of any page for your own internal reference. You must not modify copies of any materials, or use any illustrations, photographs, video, audio or graphics separately from any accompanying text.

6. No reliance on website content

Content on the website is provided for general information only. It is not advice, and it does not constitute a warranty, representation or guarantee as to the results that may be achieved through our Services. Case studies, metrics and testimonials describe specific past engagements and are not a promise of comparable outcomes. You should obtain professional or specialist advice before acting on anything you read here.

7. Links to other sites

Where the website contains links to third-party sites and resources, those links are provided for information only. We have no control over the contents of those sites and accept no responsibility for them or for any loss or damage arising from your use of them.

8. Our liability for website use

Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

To the extent permitted by law, we exclude all conditions, warranties and other terms that might otherwise be implied into these Website Terms of Use, and we will not be liable for any loss or damage arising from use of, or inability to use, the website, or from any content on it.

Our liability in relation to your use of the website is in all cases subject to the limitations set out in clause 22 (Limitation of liability) where you are also a client for Services.

Part B — Terms of Business for Services

9. Definitions

"Client", "you" — the business that engages ForgeQA to provide the Services.

"Client Materials" — any software, code, environments, credentials, test data, documentation, hardware or other materials that the Client provides or makes available to us.

"Deliverables" — the test artefacts and outputs specified in a Statement of Work, which may include test plans, test cases, automated test scripts, defect reports and test summary reports.

"ForgeQA Background IP" — any framework, tooling, script library, template, methodology, checklist or know-how owned or developed by us independently of a Statement of Work, including anything developed before the Services began or developed for general use across clients.

"Services" — the quality assurance and software testing services described in a Statement of Work, which may include manual and exploratory testing, test automation, regression testing, performance testing, accessibility testing, QA process consultancy and test management.

"Statement of Work" or "SOW" — a written proposal, quotation, order form or scope document signed or otherwise accepted by both parties that describes the Services, Deliverables, timescales and charges for a particular engagement.

10. Business customers only

Our Services are supplied to businesses only. We do not contract with consumers. By entering into a Statement of Work you confirm that you are acting in the course of a business, trade, craft or profession.

11. Formation and priority of documents

A Statement of Work becomes binding when you accept it in writing (including by email) or when we begin work on it at your request, whichever is earlier. At that point a contract is formed on these Terms together with the SOW.

These Terms apply to the exclusion of any terms you seek to impose or incorporate, including any terms printed on or referred to in a purchase order. If there is a conflict, the order of priority is: (1) the Statement of Work; (2) any data processing agreement between us; (3) these Terms.

12. The Services

We will perform the Services with reasonable care and skill, in accordance with the Statement of Work and generally recognised commercial practices and standards in the software testing industry.

Any dates given for performance are estimates only and time is not of the essence unless expressly agreed otherwise in writing in the SOW.

We may make changes to the Services that are necessary to comply with applicable law or that do not materially affect the nature or quality of the Services.

We may use subcontractors or associates to perform all or part of the Services. We remain responsible for their acts and omissions in performing the Services and for ensuring they are bound by confidentiality and data protection obligations no less protective than those in these Terms.

13. What testing does and does not achieve

You acknowledge that:

• software testing is a risk-reduction activity and cannot demonstrate the absence of defects;
• no testing process can identify every defect, vulnerability or failure mode in a system;
• our findings are based on the Client Materials, environments, requirements and information made available to us at the time, and on the scope and duration agreed in the SOW;
• the decision whether to release, deploy or distribute any software remains yours alone, and we accept no responsibility for that decision; and
• unless expressly stated in a SOW, the Services do not constitute a security audit, penetration test, legal or regulatory compliance certification, or an assurance that software complies with any particular standard or legislation.

We do not warrant that any software will be free from defects, fit for any particular purpose, or that any defect we report is capable of being resolved.

14. Your obligations

You agree to:

• co-operate with us in all matters relating to the Services and provide a named point of contact with authority to make decisions;
• provide, in a timely manner, accurate and complete requirements, acceptance criteria, specifications, documentation and other information we reasonably require;
• provide timely access to stable, appropriately configured test environments, systems, tooling, credentials and licences at your cost;
• obtain and maintain all licences, permissions and consents needed for us to perform the Services, including any consents required for us to access your systems or data;
• ensure that test data provided to us is anonymised, pseudonymised or synthetic wherever reasonably possible, and notify us in advance if any Client Materials will contain personal data or special category data;
• respond to our queries, defect reports and requests for sign-off within a reasonable period; and
• comply with all applicable laws in connection with the Services.

If our performance is prevented or delayed by any act or omission of yours (including delays in access, environment downtime, or late provision of information), we will not be liable for any resulting delay or cost, delivery dates will be extended accordingly, and we may charge you for time reasonably reserved and lost, and for any additional costs we incur.

15. Change control

Either party may request a change to the scope of a SOW. No change takes effect until agreed in writing by both parties, including any change to the charges or timescales. If a requested change involves additional work, we will provide a revised quotation before proceeding.

Work that falls outside the agreed scope will not be carried out until a change has been agreed.

16. Charges and payment

Charges are as set out in the SOW and may be on a fixed-fee, day-rate, retainer or time-and-materials basis.

Unless the SOW states otherwise:

• a day means [7.5] working hours, and part-days are charged pro rata in half-day units;
• we invoice [monthly in arrears / on the milestones set out in the SOW];
• invoices are payable within Receipt of Invoice of the invoice date;
• all charges are exclusive of VAT, which will be added at the prevailing rate where applicable; and
• reasonable pre-approved expenses (including travel, accommodation, and third-party tooling or licences purchased at your request) are recharged at cost.

We may require a deposit or advance payment before starting work on a new engagement.

Late payment. If you fail to pay any undisputed sum by the due date, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend the Services on written notice until payment is received. Suspension for non-payment does not relieve you of any payment obligation.

Disputed invoices. You must notify us of any genuine dispute over an invoice within [10] working days of receipt, giving reasons. Undisputed amounts remain payable by the due date.

Set-off. You must pay all amounts due in full without any set-off, counterclaim, deduction or withholding, except as required by law.

Rate reviews. We may increase our rates once in any 12-month period on not less than [30] days' written notice. If you do not accept an increase, you may terminate the affected SOW on written notice before the increase takes effect.

17. Intellectual property

ForgeQA Background IP remains our property at all times. Nothing in these Terms transfers ownership of it. To the extent any ForgeQA Background IP is embedded in or necessary to use the Deliverables, we grant you a non-exclusive, worldwide, royalty-free, perpetual licence to use it for your internal business purposes in connection with the software it was created to test. You may not sublicense, resell or distribute ForgeQA Background IP as a standalone product or service.

Deliverables. On payment in full of all sums due under the relevant SOW, we assign to you all intellectual property rights in the Deliverables created specifically for you under that SOW, excluding any ForgeQA Background IP contained within them. Until payment in full, you have a revocable licence to use the Deliverables for internal evaluation only.

Client Materials. You retain all intellectual property rights in the Client Materials. You grant us a licence to use them solely for the purpose of performing the Services. You warrant that our use of the Client Materials as contemplated by the SOW will not infringe the rights of any third party, and you will indemnify us against any claim that it does.

Know-how. Nothing prevents us from using the general skills, techniques, knowledge and experience gained in performing the Services for other clients, provided we do not disclose your Confidential Information or use your Client Materials.

18. Publicity and references

We may not identify you as a client or describe the engagement publicly without your prior written consent, which may be given by email. Where consent is given, you may withdraw it on written notice and we will remove the relevant material from our website within a reasonable period.

19. Confidentiality

Each party agrees to keep confidential all Confidential Information of the other party disclosed in connection with the Services, to use it only for the purpose of performing or receiving the Services, and to disclose it only to those of its personnel and subcontractors who need to know it and who are bound by equivalent obligations.

"Confidential Information" means any information, in any form, that is marked confidential or that a reasonable person would consider confidential in the circumstances, including source code, defect data, security findings, business plans, commercial terms and customer information.

This clause does not apply to information that is or becomes public through no breach of these Terms, was lawfully known before disclosure, is independently developed without use of the Confidential Information, or is required to be disclosed by law, court order or regulator (in which case the disclosing party will, where lawful, give prior notice).

Where we identify a security vulnerability during the Services, we will report it to you and will not disclose it to any third party without your written consent, except where we are required to do so by law.

These obligations continue for [5] years after the end of the relevant engagement, and indefinitely for anything that constitutes a trade secret.

20. Data protection

Both parties will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.

Where we process personal data on your behalf in the course of providing the Services (for example, where a test environment contains live or live-derived personal data), you are the controller and we are the processor. In that case, the parties will enter into a written data processing agreement containing the provisions required by Article 28 UK GDPR before any such processing begins.

Where we process personal data for our own purposes, for example, your contact details for account management, invoicing and marketing, we do so as a controller, as described in our Privacy Policy.

You must not provide us with live personal data unless it is necessary for the Services, you have told us in advance, and you have a lawful basis for doing so. We may refuse to accept Client Materials containing personal data where suitable safeguards are not in place.

21. Warranties

We warrant that we will perform the Services with reasonable care and skill and that we have the right to enter into these Terms.

Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

If we breach the warranty above, your sole remedy is that we will, at our option, re-perform the affected Services at no additional cost or refund the charges paid for those Services, provided you notify us in writing within [30] days of the Services being performed.

22. Limitation of liability

Nothing in these Terms limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the statutory implied terms as to title; or any other liability that cannot lawfully be limited or excluded.

Subject to the paragraph above, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

• loss of profits, revenue, business, contracts or anticipated savings;
• loss of or damage to goodwill or reputation;
• loss, corruption or destruction of data or software (you are responsible for maintaining backups of all Client Materials and environments);
• losses arising from any defect, vulnerability or failure in your software that we did not identify, or from any decision you make to release or deploy software;
• losses arising from your failure to act on a defect or risk we reported; or
• any indirect or consequential loss.

Subject to the first paragraph of this clause, our total aggregate liability arising under or in connection with a Statement of Work will not exceed the greater of (a) the total charges paid by you under that Statement of Work in the 12 months preceding the event giving rise to the claim, and (b) £5,000.

You must bring any claim within [12] months of the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

This clause survives termination.

23. Term, suspension and termination

A SOW continues until the Services are completed or until terminated in accordance with this clause.

Either party may terminate a SOW for convenience on [30] days' written notice, unless the SOW says otherwise.

Either party may terminate a SOW immediately on written notice if the other party:

• commits a material breach that is irremediable, or fails to remedy a remediable material breach within [14] days of written notice;
• fails to pay any undisputed sum within [14] days of a written reminder; or
• becomes insolvent, enters into an arrangement with creditors, has a receiver or administrator appointed, or ceases to carry on business.

On termination: you must pay for all Services performed and expenses incurred up to the termination date, including work in progress. Each party must return or destroy the other's Confidential Information on request. Clauses that by their nature should survive termination (including confidentiality, intellectual property, data protection, limitation of liability and governing law) will do so.

24. Non-solicitation

During an engagement and for [6] months afterwards, neither party will directly solicit for employment or engagement any individual who has been materially involved in the Services on the other party's side, without the other party's written consent. This does not apply to responses to general public recruitment advertising. If a party breaches this clause, it will pay the other a fee equal to [20]% of the individual's first year's annual salary or fees, as a genuine pre-estimate of loss.

25. Force majeure

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events outside its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, industrial action, failure of utilities, internet or telecommunications networks, and failure of third-party cloud or hosting providers. If the event continues for more than [30] days, either party may terminate the affected SOW on written notice.

26. General

Independent contractor. We provide the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship. You are not responsible for deducting tax or national insurance from our charges, and we are responsible for our own tax affairs.

Assignment. You may not assign or transfer your rights or obligations without our written consent. We may assign or transfer these Terms in connection with a transfer of our business.

Entire agreement. These Terms together with the applicable SOW and any data processing agreement form the entire agreement between the parties and supersede all previous discussions, proposals and representations. Neither party relies on any statement not set out in these documents, except that nothing limits liability for fraudulent misrepresentation.

Variation. No variation of these Terms is effective unless agreed in writing by both parties.

Waiver. A failure or delay in exercising any right is not a waiver of it.

Severance. If any provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary, or deleted, and the remaining provisions will continue in force.

Third party rights. No one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

Notices. Notices must be in writing and sent to the email address or postal address specified in the SOW. Notices of termination or breach must also be sent by post or recorded delivery.

Dispute resolution. The parties will first attempt in good faith to resolve any dispute through discussion between senior representatives within [14] days. If that fails, either party may pursue any remedy available to it.

Governing law and jurisdiction. These Terms and any dispute arising out of them (including non-contractual disputes) are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.