Date of last revision: May 2020
We're delighted that you've chosen Qatalog! These terms describe your rights and responsibilities as a customer and/or user of the Qatalog Software and Services. This Agreement is between you either as an individual or the entity you represent in accepting this Agreement, as applicable (" you" or "Customer") and Qatalog Ltd, company number 12078467 with a registered office of Third Floor, 20 Old Bailey, London, United Kingdom, EC4M 7AN (the " Company" or "Qatalog").
This Agreement is effective as of the date you first click "I agree" (or similar button or checkbox) or use or access the Services, whichever is earlier (the " Effective Date"). You acknowledge that by signing up to this Agreement you (or the employer or entity you represent) will use the Software and Services for purposes that wholly or mainly relate to your trade, business, craft or profession.
By accepting this Agreement on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. If you don't have the legal authority to bind your employer or the applicable entity please do not click "I agree" (or similar button or checkbox) that is presented to you.
By signing up for a Qatalog account using an email address from your employer or another entity: (i) you will be deemed to represent such party; (ii) your click to accept will bind your employer or that entity to these terms; and (iii) the word "you" in these terms will refer to your employer or that entity.
This agreement is comprised of this Background section, clauses 1 to 14, the Data Processing Schedule and related Annex (at the end of this document) and each finalised Order Form (the " Agreement").
The following order of precedence applies in the event of any conflict, inconsistency or ambiguity between the parts of the Agreement: (1) Order Form; (2) Data Processing Schedule and related Annex; (3) clauses 1 to 14; and then (4) the Background.
This Agreement was last updated in May 2020.
"Additional Functionality" means any additional functionality / services the Customer orders from the Company as set out in an Order Form;
"Agreement" is defined in paragraph (G) of the "Background";
"Authorised Users" means those individual employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Software and the Services as Authorised Users, subject to any Licence Restrictions;
"Company" is defined in paragraph (B) of the "Background";
"Company Content" means all data, information and material owned by or licensed to the Company and comprised within any Software and/or the Services, but excluding Customer Data;
"Confidential Information" means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this Agreement), including all information relating to that other's business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential;
"Customer" is defined in paragraph (B) of the "Background";
"Customer Data" means all information, data or other materials inputted into or processed using the Services and/or Software by the Customer, its Authorised Users or otherwise on its behalf;
"Effective Date"is defined in paragraph (C) of the "Background";
"Fees" means the fees for the Services as specified in an Order Form, subject to clause 13.4;
"Free Trial" and "Free Trial Period" are each defined in clause 3;
"Functionality" means the description and functionality of the Software and the Software Services as set out on the Website and/or Order Form (In the event of any conflict, inconsistency or ambiguity between those materials, the following order of precedence applies: (1) Order Form; and then (2) Website);
"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);
"Licence Restrictions" means the restrictions applicable to the level or type of licence provided as are applicable to the Software and/or as otherwise set out in the Order Form (if any);
"Order Form" means the Company's online order page(s) on the Website, in the Software or as otherwise agreed between the parties describing the Services (and related Fees) the Customer has placed or is placing with the Company and any additional related terms;
"Services" means all services to be supplied by the Company under this Agreement, as agreed via the Order Form process, including the Software Services, the Technical Support Services and Additional Services (as applicable);
"Software" means the online software applications provided via the Services to meet the Functionality and Additional Functionality (of any);
"Software Services" means the services provided by the Company allowing the Customer to access and use the Software as further described in the Functionality in accordance with the Licence Restrictions and, where selected and paid for by the Customer via the Order Form process, includes the Additional Functionality;
"Subscription Term" means each subscription cycle period, as selected by the Customer in the Order Form process, for the provision of Services (e.g., one month of a monthly subscription);
"Technical Support Services" means the services to be supplied by the Company as specified on the Website (for clarity, only limited Technical Support Services are provided to non-paying Customers, based on the availability of the Company's staff);
"Term" means the Free Trial Period (if applicable) and each Subscription Term;
"Virus" means any "back door", "Trojan Horse", "time bomb", "worm", "drop dead device", "virus" or other software intended or designed, or having the effect, to disable, erase, corrupt, destroy or otherwise damage or interfere with, or provided unauthorised access to, computer systems or any software stored on those computer systems;
"Website" means the Company's website at https://qatalog.com/; and
"Working Day" means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales.
Neither party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party including, without limitation, any of the following: power failure, act of God, governmental act, war, fire, flood, explosion, civil commotion, epidemic, pandemic or any other similar event. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If an event of force majeure occurs and lasts for more than 90 days either party may give written notice to the other to terminate this Agreement and neither party will have any liability to the other except that the Customer will remain liable for any unpaid fees.
"Adequate Country" means a country or territory outside the United Kingdom ("UK") or European Economic Area and Switzerland ("EEA") recognised as providing adequate protection for personal data transfers under an adequacy decision made from time to time by the European Commission under the GDPR;
"Data Protection Annex" or "Annex" means the annex attached to the end of this Data Processing Schedule (i.e., sections 5 to 10);
"Data Protection Laws" means all applicable data protection or privacy laws applicable to any personal data processed under or in connection with this Agreement, including without limitation the General Data Protection Regulation 2016/679 ("GDPR"), the Privacy and Electronic Communications Directive 2002/58/EC ("PECR") and all applicable national legislation implementing or supplementing the foregoing, including the Data Protection Act 2018 and all associated codes of practice and other binding guidance issued by any supervisory authority all as amended, superseded and/or replaced and in force from time to time;
"Model Clauses" means the model clauses for the transfer of personal data to processors established in third countries approved by the European Commission, the approved version of which is set out in the European Commission's Decision 2010/87/EU of 5 February 2010 and at http://eur-lex.europa.eu/legal-content/en/TXT/?uri=CELEX%3A32010D008 (as may be amended, superseded and/or replaced and in force from time to time);
"Personal Data" means all means all data which is defined as 'personal data' under Data Protection Laws and which is provided by Customer to Company (directly or indirectly), and accessed, stored or otherwise processed by Company as a data processor as part of its provision of the Services to Customer and to which Data Protection Laws apply from time to time; and
"Privacy Shield" means the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (as may be amended, superseded and/or replaced and in force from time to time) and which are available from the US Department of Commerce at https://www.privacyshield.gov/EU-US-Framework.
the existence of any other specifically approved safeguard for data transfers and/or a European Commission finding of adequacy.
If the Services are covered by more than one transfer mechanism, the transfer of Personal Data will be subject to a single mechanism in accordance with the priority identified above.