Read this first
This is a sample, published so you can evaluate our terms before committing time to a process. The agreement we sign will be a document in this shape with your scope, figures and dates in it. It is not legal advice and it is not a substitute for your counsel's review.
We also expect to sign your paper where you have a standard form. Clause 11 explains how the two fit together.
1. Parties and scope
An agreement between Queantic LLC ("Queantic") and the client named in the attached quote ("the Client"), covering the design, build, hosting and ongoing support of the website described in that quote.
The quote is the scope. The itemised quote attached to this agreement defines what is being built, at what price, and by when. Anything not in it is not in scope, and is handled under clause 4 rather than assumed either way.
2. What Queantic provides
- The build. Design and construction of the website in the quote, including the structured features itemised there.
- Hosting. On U.S. infrastructure, with unlimited visitor traffic and no bandwidth charge.
- Certificates. TLS issued and renewed automatically for the Client's domain, at no charge.
- Updates. Platform, plugin and security updates applied by Queantic. The Client is never asked to apply a patch.
- Monitoring. Availability probed every five minutes, with the record public and verifiable.
- Support. Included in the annual fee, to the response targets in the uptime and service level summary, which forms part of this agreement.
- Analytics. Cookie-free measurement, with no consent banner required for it and no visitor profiling.
- Accessibility. Built to the standard and tested by the method published at /accessibility, which forms part of this agreement. Queantic makes no conformance-level warranty and has not been independently audited; that limitation is stated there and is not disclaimed away here.
3. What the Client provides
- Content, or a clear instruction to migrate existing content, within the agreed timetable.
- One named decision-maker with authority to approve. Not a committee; a person. This single item is the most common cause of a delayed build.
- Timely review. Feedback on each milestone within ten business days. The timetable pauses rather than compresses if review is slower.
- Domain control, or authority for Queantic to act on the Client's behalf in pointing it.
- Rights in the content supplied. The Client confirms it holds the necessary rights in text, images and documents it provides.
- Accessibility of its own later content. Queantic warrants the build; the Client is responsible for material its staff publish afterwards, with the guidance at /accessibility provided for that purpose. Queantic will re-test on request after a substantial content change.
4. Changes
- A change to scope is agreed in writing, with its price, before the work starts. No change is performed and invoiced afterwards.
- Small content corrections during the build are not changes and are not charged.
- A change that affects the annual fee requires a new agreed scope. There is no automatic escalation clause in this agreement.
5. Payment
- Build: as set out in the quote. A deposit at signature and the balance at launch, unless the Client's procurement rules require a different schedule, in which case theirs applies.
- Annual fee: billed monthly by default, or annually in advance where the Client's budget cycle prefers it. The same figure either way.
- Terms: net 30 by default, or the Client's standard accounts-payable terms.
- Purchase orders accepted and referenced on every invoice.
- Late payment is a billing matter. Queantic will not take a live public-body website offline over an unpaid invoice without at least thirty days' written notice and a conversation first.
6. Term and termination
- Term: one year from launch, continuing annually unless either party gives notice.
- The Client may terminate at any time, in writing, for any reason or none. No notice period, no termination fee, no exit interview.
- Termination for convenience by a public body — including non-appropriation of funds — is accepted without penalty. A budget that does not pass is not a breach.
- The site remains online to the end of the period already paid for.
- Queantic may terminate on sixty days' written notice, or immediately for unlawful use of the service. Sixty days exists so the Client has a procurement cycle to replace us in.
- On termination, clause 8 applies in full and is not conditional on the reason for termination or on the account being current.
7. Intellectual property
- The Client owns its content — text, images, documents, data — throughout and afterwards.
- The Client owns the design built for it, for its own use, in perpetuity, with no continuing licence fee and no dependency on remaining a customer.
- Queantic owns the platform: the analytics engine, the hosting automation and the underlying code. These are not part of what the Client buys and not part of what the Client takes away.
- Third-party components (WordPress, open-source libraries, licensed data) remain under their own licences, which are disclosed where they appear.
- Publicity. Queantic will not name the Client, show its work, or use its logo without prior written permission. A client who wants to stay unnamed stays unnamed; we already have one.
8. Data, export and handover
The terms in data ownership, export and exit form part of this agreement. In summary, and binding:
- A complete export within five business days of a written request, at any time, free, with no reason required.
- Up to two hours of handover to the Client's next vendor, free.
- Domain and DNS transferred wherever the Client directs, free.
- Deletion thirty days after the final export is delivered and receipt confirmed, with written confirmation on request.
- No use of Client data for training, benchmarking, resale or aggregation. Ever, and not subject to a policy change.
9. Security and incidents
The practices and the open items in the security overview form part of this agreement, including its section 8. The open items are disclosed terms, not omissions: at the date of this document there is no automated backup schedule, no full-disk encryption and no multi-factor authentication for administrative accounts, and Queantic therefore offers no recovery point or recovery time objective. Binding commitments:
- Breach notification within 72 hours of Queantic becoming aware, with enough detail for the Client to meet its own statutory notification duties.
- Cooperation with public records requests: material Queantic holds for the Client is produced to the Client within five business days.
- No disclosure to third parties except where legally compelled, and the Client is told first unless Queantic is prohibited from telling them.
- Subprocessors are the published list and no others. The Client is notified before any addition.
10. Warranties and liability
- Queantic warrants that the work will be performed with reasonable skill and care, that it has the right to grant what clause 7 grants, and that the site will function as described in the quote.
- Defects in the build are fixed free of charge for 90 days after launch. A defect is the site not doing what the quote said; it is not a change of mind, which is clause 4.
- No warranty is given as to search ranking, visitor numbers, or any accessibility conformance level, for the reason stated in clause 2.8.
- Liability cap: the total fees paid by the Client in the twelve months preceding the claim. Neither party is liable for indirect or consequential loss.
- The cap does not apply to death or personal injury caused by negligence, to fraud, or to a breach of clause 8's data commitments. A vendor capping its liability for losing your data has capped the only thing that mattered.
11. General
- Precedence. This agreement and the documents it incorporates govern the Client's engagement and prevail over the self-serve terms at /terms wherever the two differ.
- The Client's own form. Where a public body has a standard services agreement, Queantic expects to sign it. Our purpose in publishing this is to show our position, not to insist on our paper.
- Governing law and venue. Massachusetts by default. Where the Client is a public body whose policy requires its own jurisdiction, the Client's applies — this is not a point we argue.
- Assignment. Neither party may assign without the other's written consent, except that Queantic may assign to a successor in a reorganisation, on notice, with every commitment in this agreement intact.
- Entire agreement. This document, the quote, and the documents it incorporates. Nothing said in a sales conversation adds to or subtracts from it.
- Survival. Clauses 7, 8, 9 and 10 survive termination.
This document is part of Queantic's vendor packet. The rest of the packet — and the two items we supply on request rather than publish — are listed on the procurement page. Questions about anything in it: ask us directly.