Effective date: Aug 13, 2024
These Terms of Service, together with any Order Forms between the Parties (the “Agreement”), govern Customer’s receipt of a Subscription to access and use Qualio’s Platform, Content and Services.
The Parties agree as follows:
1. The Parties
1.1 Customer. You are accepting this Agreement on behalf of a company or other legal entity, and not as a consumer (“Customer” or “you” or “your”). You agree, represent and warrant that you have the authority to bind your company to this Agreement.
1.2 Qualio. We are Everworks Limited, trading as Qualio, a company incorporated under the laws of Ireland under company number 508152 with our registered office located at 13-18 City Quay, Dublin D02 ED70, Ireland (“Qualio” or “we” or “us” or “our”).
2. Definitions
2.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
2.2 “Agreement” means these Terms of Service, together with the Order Form(s).
2.3 “Content” means the Content made available by Qualio as part of the Services, including but not limited to, documentation, instructions, tools and information necessary to use the Services. Content does not include Customer Data.
2.4 “Customer Data” means electronic Data, content, and information entered into, or submitted to, the Platform by the Customer or by a User on behalf of the Customer. Customer owns, and will continue to own, all right, title, and interest in and to any Customer Data.
2.5 “Intellectual Property Rights” means any ideas (whether or not patentable), inventions, discoveries, processes, works of authorship, marks, names, know-how, and any and all rights in such materials throughout the world, whether existing under statute, common law or equity, now or hereinafter recognized, including but not limited to (i) patents, designs, inventor’s certificates, utility models, copyrights, moral rights, trade secrets, mask works, trade names and marks, service marks, trade dress, domain names, Confidential Information and know-how; (ii) any application or right to apply for any of the rights referred to in section (i); and (iii) all renewals, extensions, and restorations, now or hereafter in force and effect for any of the rights herein.
2.6 “Order Form” means one or more ordering document(s) signed by Customer, including any amendments, addenda and supplements, specifying the Services to be provided by Qualio to Customer. Each Order Form will detail the business Terms, including the Subscription Term’s start date and end date, a description of the licensed Subscription, the relevant quantities, and Subscription Fee for each transaction.
2.7 “Platform” means Qualio’s enterprise-level online, hosted quality management platform made available to Customer as part of the Services as set forth in an Order Form.
2.8 “Professional Services” means certain onboarding and implementation services, or consulting and advisory services associated with the Services as set forth in an Order Form.
2.9 “Renewal Term” means each successive period following the initial Subscription Term.
2.10 “Services” means collectively Qualio’s online, hosted quality management solution provided to Customer as set forth in an Order Form; and Content provided in connection with Qualio’s provision of such Services. Services may also include the Platform and Professional Services as set forth in an Order Form.
2.11 “Subscription” means a limited, time-specific license for Customer and its Users to access and use the Services and receive technical support pursuant to an Order Form and subject to the payment of the relevant Subscription Fee.
2.12 “Subscription Fee” means the fees set forth in an Order Form to be paid by Customer for any Subscription to the Services.
2.13 “Subscription Term” means collectively the initial Subscription Term set forth in an Order Form and each additional Renewal Term.
2.14 “User” means an individual who is authorized by Customer to use the Services on behalf of Customer. Users may include, for example, Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business.
3. The Platform
3.1 The Platform is designed to be used by Customer as a tool for quality management. You may use the Platform to assist you in quality management and is not intended to be a substitute for any standards required by applicable law. You are solely responsible for applying your own standards to quality management in accordance with the standards set by laws which are applicable to your business.
3.2 Access to the Platform by your authorized Users requires a computer or other electronic device and internet connection. You are solely responsible for such hardware and software and internet connection that is required for you and Users to have access to and use the Platform.
4. License to the Platform and Services
4.1 Subject to Customer’s compliance with the terms of this Agreement, including any Order Forms, Qualio will provide Customer a non-exclusive, limited, non-transferable, non-sublicensable license to access and use the Services for Customer’s internal business purposes.
4.2 As part of Customer’s access and use of the Services, Customer grants Qualio a worldwide, non-exclusive, revocable, fully paid-up, royalty free license and right to use, reproduce, display, and modify Customer Data for the purpose of operating, providing and improving the Services in accordance with the Agreement.
4.3 For Customer Data that you and Users create, upload or customize as part of the Services, you agree, undertake, represent and warrant that such Customer Data (i) complies, and will continue to comply, with all applicable laws; (ii) is not negligent or misleading; (iii) does not infringe the privacy rights or any other rights of any User or other third party; (iv) does not infringe the Intellectual Property Rights of any third party; (v) has been prepared in accordance with all applicable ethical and professional guidelines under which you operate; and (vi) you have all necessary rights and permissions in Customer Data to grant Qualio the license above. You agree and acknowledge that Customer Data is provided by you and your Users and Qualio accepts no responsibility with respect to the accuracy or completeness of Customer Data.
4.4 We will use commercially reasonable efforts to ensure that the Platform, and any Services and Content available through the Platform, is made available and supported in accordance with the Service Level Agreement, the current version of which is available at qualio.com/docs/sla (“SLA”). The SLA may be updated by Qualio from time to time by posting a revised version of the SLA to the foregoing URL or a successor URL provided by Qualio to Customer in writing. Notwithstanding anything else to the contrary, any changes to the SLA will not materially degrade Qualio’s obligations under the SLA from those described at the foregoing URL on the effective date of the first Order Form between Qualio and Customer. It may be necessary to carry out updates to the Platform from time to time; and we will provide reasonable prior notice if it becomes necessary to suspend access to the Platform or the Services for a limited period of time.
4.5 Professional Services. If specifically stated in an Order Form, Qualio will provide professional Services to Customer associated with the Services, which may include Qualio’s standard Onboarding Services, and other consulting or advisory Services if requested by Customer and agreed by Qualio. Customer also understands and agrees that Qualio’s ability to provide the Professional Services, and therefore access to the Services, may be adversely affected or delayed if Customer does not provide reasonable assistance to Qualio in its performance thereof. Accordingly, Qualio will not be liable or responsible for any failure to provide the Services or professional Services that results from Customer’s lack of reasonable cooperation during the onboarding process.