Terms of Service
Effective date: September 1st , 2015
Terms of Service
Please read these Terms carefully. They govern your access to and use of the QUALIO online service (the “PLATFORM” as defined in clause 3.1) and the Content and services available through the PLATFORM.
If you do not agree with these terms you may not use the PLATFORM.
1.1 We are Everworks Limited trading as Qualio, a company incorporated under the laws of Ireland under company number 508152 with our registered office at Westlodge, Deerpark, Mitchelstown, Co. Cork, Ireland (“Qualio” or “we” or “us”).
1.2 You are a business who has registered with Qualio to use the Platform (“you” or “your“) you agree, warrant and represent that you are entering into these Terms in the course of your business and trade, and not as a consumer. You agree you are bound in full by all clauses of these Terms.
2. These Terms
2.1 We provide and make available, and you use and access the Platform and the Content (as defined in clause 5.1) and services on or available through it subject to these Terms.
2.2 You agree to be bound by these Terms by signing up with Qualio or by using the Platform.
2.3 We reserve the right to vary these Terms. If we do so, the revised Terms will be notified to you in advance so that you can decide whether you wish to continue using the Platform under the revised Terms, or if you wish to terminate your access to the Platform.
3. The Platform
3.1 The platform is a web-based quality management platform system which is intended to allow you to manage your compliance with regulatory requirements applicable to you (the “Platform“).
3.2 The Platform is designed to be used as a tool for quality management. However, the Platform is not a substitute for compliance and it is always for you to ensure you are compliant with applicable regulatory requirements.
3.3 Access is provided to the Platform to you where you have signed up with Qualio; agreed to these Terms and paid the Subscription Fee (as defined in clause 4.1). The Subscription Fee will vary depending on the number of authorised user accounts for which you subscribe for your employees, contractors, agents and representatives (“Users“). Use of the Platform is permitted to you and to Users only. You must procure that all Users comply with these Terms and our Privacy Statement and any other terms and conditions of use and other policies posted on our website from time to time.
3.4 We are not liable if for any reason the Platform or any Content (as defined in Clause 5.1) or services on or available through it are unavailable at any time or for any period, or (without prejudice to the generality of Clause 20.2) if we suspend or cease providing the Platform or any Content or services on or available through it.
3.5 We take reasonable steps to back-up data on the Platform. In the event of any loss or damage to Customer Content (as defined in Clause 6.2), your sole and exclusive remedy will be for Qualio to use reasonable endeavours to restore the lost or damaged Customer Content from the latest back-up of such Customer Content maintained by Qualio. We are not liable for any of loss or damage to Customer Content.
3.6 You are responsible for making all minimum hardware and software, internet connection and other arrangements necessary for you and Users to have access to the Platform.
3.7 While we may take precautions against security breaches, no website, application or internet transmission is completely secure, and as such, you acknowledge that neither we nor third parties connected to Qualio shall be liable for damages, costs or losses, that may result from interruption or interception of communications or unauthorized access or hacking. We cannot guarantee the privacy and security of such communications.
3.8 The Platform is independent of any device on which it is located. Your access to and use of the Platform may also be governed by the terms and conditions of your internet provider.
4. Fees and Payment
4.1 We currently offer an annual subscription to access the Platform payable in advance at rates displayed at https://www.qualio.com/pricing, or otherwise agreed with Qualio (“Subscription Fee“). The Subscription Fee must be paid in full before access to the Platform will be granted.
4.2 Your subscription may be renewed for a further period of 12 (twelve) months (each, a “Renewal“) on our prior receipt of the applicable Subscription Fee on each annual anniversary of your subscription. We will notify you in advance of each Renewal. You can opt-out from a Renewal at any time by emailing Qualio at email@example.com or writing to Everworks Limited trading as Qualio at The Guinness Enterprise Centre, Taylor’s Lane, Dublin 8, Ireland.
4.3 We may increase the Subscription Fee in advance of any Renewal to apply to that Renewal. This will be notified to you in advance so that you can decide to renew or not.
4.4 Subscription Fees are in euro (unless otherwise stated) and are exclusive of value added tax which will be added to our invoice and paid by you at the appropriate rate and in the manner for the time being provided by applicable law.
4.5 No payment shall be deemed to have been received until we receive cleared funds. Subscription Fees and other sums due shall be paid in full without any withholding or deduction by way of set-off, counterclaim, discount, abatement or otherwise.
5. Our Intellectual Property
5.1 We are the owner or the licensee of all Intellectual Property rights in the Platform, the Platform’s content, including the Platform’s “look and feel” (collectively the “Content“). The Content is protected by copyright laws and other Intellectual Property laws (including laws related to trade marks, designs, database rights, sui generis rights and other proprietary rights). All such rights are reserved.
5.2 You and/or any User may not make alterations, copies, extractions, modifications, or additions to the Content, or sell, copy, distribute, disseminate or licence it, or misuse the Content in any way. If you want to re-publish, extract, reproduce, disseminate or otherwise use the Content, you must contact Qualio in advance for written permission except if otherwise expressly provided in these Terms. This is without prejudice to any rights you may have under applicable mandatory law.
5.3 If you or any User breach this clause 5 your right to use our Platform ceases immediately.
5.4 You acknowledge and agree that any breach of this clause 5 will cause Qualio irreparable harm for which damages are not an adequate remedy and that we may seek interim, preliminary or protective relief from any competent court to restrain your anticipated or actual breach of this clause 5.
6. Use of Platform
6.1 In consideration of the Subscription Fee and your compliance with these Terms we hereby grant you:
6.1.1 a non-exclusive, revocable licence to access and use the Platform in accordance with these Terms; and
6.1.2 a non-exclusive, revocable licence to use any tool we may make available to you to create Customer Content, subject always to these Terms.
6.2 If you or Users create, upload or customise content (“Customer Content”) all Intellectual Property rights in Customer Content belongs to you and is your absolute property. In consideration for the provision of the Platform and any Content or services on or available through it you grant Qualio for the duration of your subscription a worldwide, non-exclusive, revocable, fully paid-up, royalty free right and licence to use such Customer Content for the purpose of providing you the Platform in accordance with these Terms.
6.3 If you or Users create, upload or customise any Customer Content you agree, undertake, warrant and represent that:
6.3.1 such Customer Content:
i. complies with all applicable laws;
ii. is not negligent or misleading;
iii. does not infringe the privacy rights of any User or other third party;
iv. does not infringe the Intellectual Property rights of any third party;
v. does not infringe any third party rights (of any nature whatsoever);
vi. does not violate the terms of any professional indemnity insurance policies held by you; and
vii. has been prepared with due care and attention and in accordance with all applicable ethical and professional guidelines under which you operate; and,
6.3.2 you have all necessary Intellectual Property rights in the Customer Content to grant Qualio the license in clause 6.2.
6.4 Customer Content is provided by you and Users. Qualio accepts no responsibility in respect of the accuracy or otherwise of Customer Content.
6.5 You hereby agree to indemnify, defend and hold harmless and to keep fully and effectively indemnified, defended and held harmless Qualio and our officers, agents, partners and employees against all losses, expenses, damages and costs from and against any and all liability and costs, including, without limitation, reasonable lawyers’ fees, incurred in connection with any claim arising out of your use of the Platform, Users’ use of the Platform or any breach by you or Users or any person to whom you have given access to your account of these Terms, including in particular this clause 6. You shall cooperate fully as reasonably required by Qualio in the defense of any such claim.
6.6 You warrant, represent and undertake to Qualio that your use of the Platform and the use of the Platform by Users complies with all applicable laws.
7. Use of the Platform by Users
You hereby acknowledge and agree that access and use of the Platform by Users is subject to these Terms [and their acceptance of Qualio’s terms and conditions of access from time to time by such Users].
8. Third Party Websites
8.1 The Platform or Content may contain links to third party websites. The linked websites are not under our control and we are not responsible for the content or actions of any linked website or any link contained in a linked website, or any changes or updates to such ebsites.
9. Improper use of the Platform
9.1 You and any User may not use the Platform in any manner that could damage, disable, overburden, or impair it, its servers, or the network(s) connected to the server, or interfere with any other party’s use and enjoyment of the Platform and services on or available through it.
9.2 You and any User may not hack into or insert malicious code into the Platform.
9.3 You and any User may not attempt to gain unauthorized access to any services, parts of the Platform, other accounts, computer systems or networks connected to any server through hacking, password mining or any other means.
9.4 You and any User may not obtain or attempt to obtain any Content, materials or information through any means not intentionally made available to you.
9.5 Illegal and/or unauthorized use of the Platform, Content or services on or available through the Platform will be investigated and appropriate legal action may be taken.
10. Data Protection
10.1 We process information about you and Users in accordance with our Privacy Statement which is available at www.qualio.com/docs/privacy.
10.2 By agreeing to these Terms, you consent to the processing described in our Privacy Statement and confirm that all personal data provided by you is accurate and up-to-date.
10.3 In respect of Users’ access and use of the Platform you agree, undertake, warrant and represent that you will ensure your compliance with all applicable data protection or privacy legislation where you provide us with Users’ personal data and you will procure from all Users all consents required under applicable data protection or privacy legislation in respect of Qualio’s processing of their personal data arising from their access and/or use of the Platform, including bringing our Privacy Statement to Users’ attention and procuring their acceptance of our Privacy Statement www.qualio.com/docs/privacy.
11.1 Content made available via the Platform is provided for information purposes only, is subject to change and will be updated from time to time without notice to you. THE PLATFORM IS A TOOL AND IS NOT DESIGNED TO SATISFY YOUR REGULATORY COMPLIANCE REQUIREMENTS. The Platform is simply a TOOL FOR QUALITY MANAGEMENT.
11.2 THE CONTENT MADE AVAILABLE THROUGH THE PLATFORM IS NOT INTENDED AS A SUBSTITUITE FOR INFORMED REGULATORY COMPLIANCE ADVICE OR TRAINING. YOU MUST CONSULT A SUITABLY QUALIFIED PROFESSIONAL ON ANY SPECIFIC ISSUE OR MATTER WHICH IS COVERED BY ANY INFORMATION ON THE PLATFORM BEFORE TAKING ANY ACTION.
11.3 Use of the Platform is entirely at your own risk and you assume full responsibility and risk of loss resulting from the use of, viewing, access to, relying on, or downloading from, the Platform and/or Content.
11.4 You agree that we are not liable for loss or damages arising out of your use, or your inability to use, the Platform or any Content or services accessible through the Platform. The Platform and Content or services on or accessible through the Platform are provided on an “as is” basis and we make no undertaking, representation or warranty whatsoever:
11.4.1 regarding the completeness or accuracy, reliability or timeliness of any of the Content;
11.4.2 that the Platform, its server or the Content is free from defects, errors, viruses, bugs or other harmful elements;
11.4.3 in relation to availability and/or uninterrupted use of the Platform and/or the Content, and we expressly disclaim all such warranties, representations and undertakings to the maximum extent permitted by law.
11.5 You should check that the Platform is compatible with all hardware and software you use. We are not liable for damage to, or viruses or other code that may affect, any equipment (including any computer, tablet, mobile or other device), software, data or other property as a result of your access to or use of the Platform. We are not liable to you for (i) any loss of income, business, revenue or profits; (ii) any loss or corruption of data; (iii) any corruption or damage to equipment device, hardware or software; or (iv) any loss or damage which was not foreseeable to both you and Qualio.
11.6 To the fullest extent permitted by applicable law, Qualio shall not be liable for any special, indirect or consequential loss, costs, damages, charges or expenses however arising even if Qualio has been advised of the possibility of same in advance.
11.7 To the fullest extent permitted by applicable law, if we have any liability to you, it is in all cases limited in aggregate to the Subscription Fees paid to Qualio under these Terms during the 2 months preceding the date on which event giving rise to the claim first arose (except in the case of death or personal injury). Where you pay Subscription Fees annually in advance, Qualio’s aggregate liability will be limited to the equivalent of 2 months of your Subscription Fees, as if your Subscription Fees had been paid monthly in advance.
11.8 You are liable to Qualio for any loss, damage or harm suffered or incurred by Qualio as a result of your breach of these Terms.
11.9 You acknowledge and agree that the Subscription Fees are based upon the assumption that Qualio’s liability is limited as provided in these Terms.
12.1 The Receiving Party undertakes to keep the Disclosing Party’s Confidential Information confidential and not to (i) use the Confidential Information for any reason, other than to the extent necessary to perform its rights and obligations under these Terms; (ii) disclose the Confidential Information to any third party except its employees that (a) have a legitimate “need to know” for furtherance of the Receiving Party’s rights and obligations under these Terms, and (b) are subject to confidentiality obligations no less restrictive than those set forth herein; and (iii) to exercise the same degree of care in protecting the Disclosing Party’s Confidential Information that it uses for its own confidential information of a similar nature, but in no event less than reasonable care. The undertakings in this Clause 12.1 shall not apply to Confidential Information which (i) at any time is or comes into the public domain without breach of these Terms (or any other obligation of confidentiality); (ii) was lawfully in the possession of the Receiving Party prior to disclosure;
or (iii) comes lawfully into the Receiving Party’s possession from a third party.
12.2 The provisions of this Clause 12 shall survive termination or expiry of these Terms.
13. Events Beyond our Control
We are not in breach of these Terms or liable to you if there is any total or partial failure of performance of any of our duties and obligations resulting from any act or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, inability to communicate with third parties for whatever reason, failure of any computer dealing or settlement system, failure of or delay in the transmission of communications, prevention from or hindrance in obtaining any energy or other supplies, labour disputes of whatever nature, late or mistaken payment by an agent or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.
You must send any formal notice under these Terms to Qualio by sending it in writing to our postal address, namely:Everworks Ltd T/A QualioThe Guinness Enterprise CentreTaylor’s LaneDublin 8Ireland
If, at any time, any provision of these Terms is or becomes illegal, invalid or unenforceable, that shall not affect or impair the legality, validity or enforceability of the remainder of these Terms (including the remainder of a provision where only part of it is or has become illegal, invalid or unenforceable).
The exercise by Qualio of any rights under these Terms is without prejudice to any of its other rights and remedies. The provisions of these Terms may only be waived by either of Qualio in writing by express reference to the provision in question. No delay, neglect or forbearance on the part of Qualio in enforcing any provision of these Terms is a waiver, or in any way prejudices any right of Qualio under these Terms. A waiver by Qualio of any breach of any of the provisions of these Terms does not constitute a general waiver of such provision or of any subsequent act contrary to it.
17.1 These Terms are personal to you and may not be transferred or assigned to anyone else.
17.2 We may assign, transfer or otherwise dispose of all or any of our rights or obligations under these Terms, in whole or in part, by prior notice to you, at our absolute discretion.
18. Entire Agreement
These Terms (incorporating the Privacy Statement, and any payment notification issued by Qualio under Clause 4.1) represent the entire understanding of the parties concerning their subject matter and override and supersede all prior agreements concerning it (whether written, oral or implied) which are hereby revoked by our mutual consent. Neither of Qualio nor you has relied upon, or has any remedies in respect of, any representations, terms or conditions except those set out in these Terms. This does not exclude any liability for fraud and/or fraudulent misrepresentations.
19. Governing Law
19.1 The laws of Ireland apply to the Terms (and any matter or dispute arising out of or in connection with them) and, subject to clause 19.2, the courts of Ireland have exclusive jurisdiction in connection with the Terms and all such matters and disputes.
19.2 Notwithstanding Clause 19.1, you agree that we may bring enforcement proceedings in another jurisdiction on foot of an Irish Order or to seek interim, protective or provisional relief in the courts of another jurisdiction.
20.1 You may terminate these Terms at any time, and without penalty, by cancelling your subscription to the Platform.
20.2 We may terminate these Terms at any time for any or no reason. If we terminate the Terms for a reason other than your breach of these Terms, we will refund the Subscription Fees pro-rated for the remaining period of your subscription.
20.3 On termination or expiry of your subscription:
20.3.1 all rights and obligations of the parties under these Terms shall automatically terminate except for any rights of action which may have accrued prior to termination or expiry and any rights and/or obligations which expressly or by implication are intended to commence or continue in effect on or after termination;
20.3.2 the licence granted to you under Clause 6.1 shall automatically terminate.
20.4 All clauses of these Terms that by their nature should survive termination or expiration of these Terms shall be deemed to survive any such termination or expiration.
21. Definitions and Interpretation
21.1 The masculine gender includes the feminine and neuter and the singular number include the plural and vice versa and words importing persons include firms or companies. The section headings to the provisions are inserted for convenience of reference only and are not a part of, and do not or affect the construction or interpretation of, the Terms.
21.2 The “Terms” means the terms and conditions set out in this document, and such other terms and conditions as may be added to or substituted for them from time to time pursuant to these Terms.
21.3 “Intellectual Property” shall mean means all patents, registered trade marks and designs, copyright, applications for any of the foregoing, trade and business names, domain names, rights in get-up, service marks, unregistered trade marks, goodwill in relation to the foregoing, database rights, sui generis rights, rights in designs (whether registerable or not), ideas, inventions, discoveries, mask works, formulas, source and object codes, data, programs, concepts, improvements to existing technology, processes, systems, methods, topographies, topography rights, rights in maps, drawings, plans, costings, layout files, rights in computer software, rights in hardware, rights in products and services, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection which now or in the future subsist in any part of the world.
21.4 “Confidential Information” means
21.4.1 all information of any nature whatsoever and in whatever form which has been previously or is after the Commencement Date disclosed by or on behalf of the Disclosing Party to the Receiving Party which is marked confidential or which ought reasonably be treated as confidential including trade secrets, financial affairs, strategies, customer lists, know-how, methods and the operations of the Disclosing Party; and
21.4.2 all analyses, compilations, notes, reports, memoranda, records and other documents of any nature prepared by or on behalf of the Receiving Party or the Disclosing Party which contain or otherwise reflect or are derived from the information referred to in Clause 21.4.2.
21.5 “Disclosing Party” means a Party disclosing Confidential Information under these Terms.
21.6 “Receiving Party” means a Party receiving Confidential Information under these Terms.