General Terms & Conditions – Quentral srl
Last modified: 20 November 2019
“Subscription” means a subscription to QUENTRAL’s services.
“Account” means an account created with a username and password.
“Cancellation” means the cancellation of a paid Account or the removal of paid options from an Account.
“CUSTOMER” means an individual or legal entity to which QUENTRAL provides services upon the execution of this Contract.
“Order Confirmation” or “Order” means a specific Order entered into between QUENTRAL and CUSTOMER containing all the specific purchase details.
“Delivery” means the availability of Services provided by QUENTRAL to CUSTOMER which must be intended as separate from the provision of the Services during the term of the granted License.
“Contract” means the relationship between QUENTRAL and CUSTOMER created by the completion of an Order and governed by these General Terms and Conditions.
“Personal Data” or “Data” means any information relating to any identified or identifiable individual which the Processor processes in order to perform the Contract with the Controller.
“Downgrade” means the choice of CUSTOMER to modify its initial Subscription to switch to a lower-level Service (Downgrade) during the Subscription Term.
“Sensitive information” means any information subject to regulations, laws or industry standards designed to protect the privacy and security of data, including credit or debit cards numbers, personal financial information, passport numbers; driving license numbers or similar identifiers, racial or ethnic origin, religion, physical or mental health, or other information.
“Extra work” means any additional services provided during a Contract term, over and above what was initially agreed.
“License” means CUSTOMER’s right to use the Software and Services for an agreed period of time and for an agreed monthly fee.
“Service hours” means 9:00 am to 18:00 pm Italian time, Monday to Friday, except for Italian public holidays.
“Parties” means QUENTRAL and the CUSTOMER when considered together.
“Plan” means a Subscription plan.
“Profile/Profile information” means all the information in the “Profile” section of the Services, including, but not limited to, full name, email address, password, profile picture and profile/type of the subscribed Service.
“Account owner” means the individual or legal entity (company, institution) that pays for the Services.
“Services” means all the services to be delivered to CUSTOMER as set out in the Order Confirmation.
“Site” means the Website selfcommunity.com
“Software” means QUENTRAL’s proprietary software as shown online on the Site.
“Software as a Service (SaaS) ” means a software license distributed through a web application upon payment of the subscription use fee.
“General Terms and Conditions” or “Terms” means these General Terms and Conditions in their entirety, including any additional conditions that may govern the performance of a specific order.
“Third parties” means any organisation or individual, other than CUSTOMER or QUENTRAL.
“Upgrade” means the choice of CUSTOMER to modify its initial Subscription to switch to a higher-level Service (Upgrade) during the Subscription Term.
“User or Users” means those individuals authorized by Customer to use the Services under a Contract. Specifically, a “User” means anyone who has accessed the Service at least once during the last three months from date of reference.
2.2. This Contract cannot be amended unless any amendment is expressly agreed in writing by both Parties.
2.3. In the event one or more of the provisions in this Contract are or become void by law or upon a decision issued by the competent judicial authority, the validity of the remaining provisions shall in no way be affected.
2.4. QUENTRAL reserves the right to modify at any time, with immediate effect, these General Terms and Conditions.
3. EXECUTION OF THE CONTRACT
3.1. The Contract is executed on the date QUENTRAL receives the Order Confirmation, completed and accepted by CUSTOMER in its entirety together with the payment of the fee for the Service in accordance with the provisions set out in the Subscription signed by CUSTOMER. Sending the Order, implies complete acceptance by CUSTOMER of the Terms and Conditions and of any other document forming the Contract. However, it is understood, that the use of the Services by CUSTOMER certifies acceptance of all contractual terms.
3.2. Every Order entered into between the Parties must be considered as binding Contracts and subject to these General Terms and Conditions.
3.3. Every Order entered into between the Parties is subject to a Contract that contains the definition of the service levels provided (SLA).
4. TERMINATION SUSPENSION AND RENEWAL OF THE CONTRACT
4.1. The contract term is agreed to be of 12 months, renewable for the same duration unless cancelled by CUSTOMER with at least one-day’s notice before the set expiry date. In the event that CUSTOMER decides to not renew the Contract due to expire CUSTOMER shall notify QUENTRAL. The cancellation notification shall be compiled and sent by CUSTOMER using the specific online forms available in the dedicated subsection PLANS of CUSTOMER’s Account. Upon the termination of the initial term agreed by the Parties, any exemptions, exceptions, discounts, price reductions and any other special condition agreed between the Parties shall end and normal contractual and pricing conditions shall apply.
4.2. QUENTRAL reserves the right to terminate the Contract at any time without notice and/or motivation, if: i) force majeure events have occurred; ii) CUSTOMER is insolvent by judicial order and consequently becomes subject or is admitted to insolvency proceedings.
4.3. CUSTOMER can terminate the Contract at any time without notice. However, any cancellation made after invoicing shall not be refunded, in whole or in part, in accordance with the provisions set out in paragraph 29 “Cancellation and Termination of Subscriptions” of these Terms.
4.4. In the event of non-compliance by CUSTOMER for whatsoever reason with reference to the Contracts entered into with QUENTRAL, the latter shall reserve the right to suspend and/or terminate the Contract. Should the above occur, QUENTRAL shall inform CUSTOMER of the breach and/or non-performance by the latter of its Contractual obligations under the signed Contract, giving CUSTOMER 15 calendar days to remedy the non-performed obligation and restore the proper contractual performance. In the event of non-performance within the above said period of time, QUENTRAL reserves the right to terminate the Contract, without prejudice to the payment by CUSTOMER of the amounts accrued in favour of QUENTRAL and to the right of the latter to claim any other greater damages it may have suffered.
4.5. QUENTRAL reserves the right to immediately terminate this Contract in the event CUSTOMER fails to pay and/or is late with the timely payment of the amounts accrued in favour of QUENTRAL as set out in the Order Confirmation, and in any case whenever there has been and/or it is a foreseeable breach of the terms of this Contract.
4.6. Each Party has the right to immediately terminate the Contract if:
- the other Party has been judicially declared insolvent and therefore has been subjected or admitted to insolvency proceedings;
- the other Party becomes subject to a voluntarily or compulsory winding-up;
- the other Party is wound-up or ceased;
- the other Party is not able to promptly fulfil its obligations arising out of the Contract.
4.7. Any costs related to additional activities for amendments subsequent to the execution of the Contract shall not be included in the Contract neither will any costs be included in the contract arising out of any other design work specifically requested by CUSTOMER. Any such additional costs would be agreed by the Parties under a specific written Contract.
4.8. In case of any design work, CUSTOMER shall pay the agreed costs in full even in the event the Contract is terminated by CUSTOMER before the work has been completed and/or fully performed.
5. PRICES AND INVOICING
5.1. The prices specified in the Orders made between QUENTRAL and CUSTOMER shall be based on the prices specified at the time of the Order or on the prices in effect when the Contract was entered into.
5.2. QUENTRAL holds and reserves the right to change the prices and any other condition of payment in relation to the Services offered. Changes made by QUENTRAL do not apply to any existing Contracts and only apply to extensions of such Contracts and/or to new Contracts signed by the Parties.
5.3. QUENTRAL reserves the right to apply and/or offer discounts on specific Orders, discounts apply to costs, rates or prices initially applied to the Contract.
6.1. QUENTRAL accepts credit card payments only. By selecting the credit card payment method, CUSTOMER authorizes QUENTRAL to automatically charge the credit card specified by CUSTOMER with the payment of the amounts due on a monthly basis for those projects with a contractual term longer than one month. QUENTRAL denies any responsibility in the event the payment to be made with the credit card specified by CUSTOMER fails, is rejected, contested or cannot be processed or accepted by the relevant financial institution.
6.2. CUSTOMER shall pay QUENTRAL a monthly fee for the Services based on fees charged by QUENTRAL.
6.3. All invoices must be paid in advance, except for the invoices related to additional works for which specific contractual terms to be agreed in writing by the Parties will apply.
6.4. QUENTRAL has the right after a warning and a 15 calendar day notice period, to suspend Contract performance if either before or during Contract performance, CUSTOMER is not able to promptly fulfil its payment obligations.
7. ORDER PERFORMANCE
7.1. QUENTRAL shall perform the Order in accordance with the specifications set out therein.
7.2. All the Services that will be delivered or to be delivered by QUENTRAL may depend on data, materials, information and documents provided by CUSTOMER, which are and shall be considered correct and complete. QUENTRAL shall not be responsible or liable under no circumstances for any direct and/or indirect damage and/or any higher costs resulting from errors and/or incompleteness of the data provided by CUSTOMER, nor shall QUENTRAL be held responsible or liable in any way for such damages and/or higher costs resulting from errors and/or negligence of CUSTOMER. Similarly, QUENTRAL shall not be held responsible towards CUSTOMER and/or any Third parties for any inefficiency, direct or indirect damage, any other “under performance” arising out of errors and/or inaccuracies of the data provided by CUSTOMER.
7.3. QUENTRAL has the right to use in whole or in part Third-party co-operation for the whole or partial performance of the Contract. Should QUENTRAL decide to use any Third parties for the whole or partial performance of the activities under the Contract, QUENTRAL remains fully responsible for the performance of this Contract by the above said Third parties.
7.4. QUENTRAL’s obligation is only related to the means and not to the result. QUENTRAL has only the obligation to perform to the best of its ability the tasks objective of the Contract and to that effect shall have no obligation to guarantee to CUSTOMER a specific result or the fitness of its Services for a specific purpose.
8.1. QUENTRAL shall provide CUSTOMER with the Services specified under this Contract only once the related payment has been received in accordance with the provisions of the Contract.
8.2. Delivery dates indicated by QUENTRAL shall be considered as an approximate indication, hence CUSTOMER by accepting these Terms and Conditions of use acknowledges that no complaint will be submitted to QUENTRAL in the event delivery occurs after the dates initially set out and agreed in writing in the Contract.
9. EXTRA WORK
Extra work means anything that is delivered during the Contract term and exceeds what is initially agreed. An Order of extra work must be previously signed by the Parties. All the expenses and/or higher costs arising from or caused by the loss of data, incorrect setting of work and of its implementation parameters and/or non-compliance with the Contract provisions resulting from CUSTOMER’s actions shall be borne by CUSTOMER.
CUSTOMER shall notify QUENTRAL any complaint in relation to deficiencies in the Services provided by latter through email sent to the following address email@example.com within 15 calendar days from the date that CUSTOMER discovered or could reasonably have discovered the deficiency. CUSTOMER’s rights to do so will be forfeited in case CUSTOMER fails to notify it within the specified terms. Complaints relating to invoices must be sent to QUENTRAL within 15 calendar days from date of invoice. CUSTOMER’s rights to do so will be forfeited where CUSTOMER fails to complain within the 15 calendar day period. A complaint will not suspend CUSTOMER’s payment obligation.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. CUSTOMER acknowledges that any Software License rights as well as any customization entirely provided by QUENTRAL to CUSTOMER, shall exclusively belong to QUENTRAL or to any Third party that granted to QUENTRAL the right to use the Software or any portion of it. No clause under this Contract shall be construed as a transfer of such rights to CUSTOMER. CUSTOMER is only granted a License for the right of use of the Software application and/or customizations for the purposes agreed together under this Contract.
11.2. QUENTRAL holds the sole and exclusive property over any and every new feature developed for the Software requested by CUSTOMER, unless otherwise agreed in writing by the Parties.
11.3. CUSTOMER retains the intellectual property rights of all custom design data, files, graphics or logos provided by CUSTOMER and grants QUENTRAL the right to publish and use such material. CUSTOMER must obtain and, to that effect it commits to obtain, the authorisation and rights to use any information and/or file protected by Third-parties’ copyright, and CUSTOMER is also responsible for granting QUENTRAL licences, authorisations and rights of use of the above said information and/or files. CUSTOMER agrees to indemnify QUENTRAL from and against any claim by Third parties and for any expenses arising out of the performance of the Contract due to the negligence and/or inability of CUSTOMER to obtain the required right of use or the necessary authorisations for the required custom design.
11.4. QUENTRAL acknowledges that title and rights of custom design created in whole or in part by CUSTOMER for the Software front-end remain the exclusive property of CUSTOMER.
11.5. Data backup performed for CUSTOMER during the term of this Contract and any design data, cannot be completely destroyed before 15 days from the termination date of the Contract unless otherwise agreed in writing by the Parties.
11.6. QUENTRAL may include Customer’s name and brand in presentations, marketing material, customer lists and financial reports.
Except for any disclosure required by law, regulation or other applicable rule, the Parties agree that this Contract or any information or document concerning the negotiations included in this Contract or otherwise disclosed by either Party during negotiations shall be construed as strictly confidential and therefore;
- shall be kept confidential by the Parties and their respective employees, contractors, consultants, controlling companies, subsidiaries and affiliates and
- shall not be disclosed to any Third parties except to the extent that is strictly necessary for the purposes of this Contract.
The Parties shall ensure that the above-mentioned individuals and entities comply with the confidentiality obligations provided for hereunder. In the event of disclosure required by law, regulation or any other applicable rule, Parties shall endeavour to previously agree which information to disclose to the extent that such information is strictly necessary in order to fulfil the above said obligation to disclose. Without prejudice to the provisions above, any other communication (including any press release) relating to this Contract or to the operation hereby contemplated shall be agreed in advance by the Parties.
The Parties provide for and agree that the confidential information belonging to either Party shall not include information that: i) is or becomes publicly available without any act or omission by the other Party; ii) was in the other Party’s lawful possession prior to disclosure and was not obtained by the other Party directly or indirectly from the disclosing Party; iii) is lawfully disclosed to the other Party by a Third party without any restriction on disclosure; iv) the other Party developed autonomously without any use or reference to the other Party concerning the fact it was confidential information.
The obligations under this Contract in relation to any Confidential Information shall remain in full force for a two-year period after the date of disclosure of the Confidential Information. Following the above-mentioned period, Parties’ obligations shall survive and continue with respect to Confidential Information representing an industrial secret under the applicable law.
13. LIMITATION OF LIABILITY
13.1. CUSTOMER indemnifies QUENTRAL from any and all liabilities and responsibility claimed by any Third party concerning the use of the Software and/or Services.
13.2. Any liquidated damages attributable to QUENTRAL arising out of the performance of this Contract, shall not cumulatively exceed the total amount paid by CUSTOMER under this Contract during the 6 months preceding the event which caused QUENTRAL’s liability.
13.3. QUENTRAL shall not be liable for any indirect, incidental, special or consequential damage arising out of the Contract, even if QUENTRAL had been informed or could have reasonably been informed of the possibility of the occurrence of such damages.
13.4. In the event a claim is raised by a Third party against QUENTRAL for any loss or damage for which CUSTOMER is responsible under this Contract, to that effect CUSTOMER shall indemnify QUENTRAL in full.
13.5. Any responsibility or liability of QUENTRAL for any failures to comply with the provisions of this Contract can occur only if: CUSTOMER notifies QUENTRAL without delay and with a detailed written notice to the following email address: firstname.lastname@example.org specifying therein a reasonable term by which QUENTRAL shall remedy the failure notified and QUENTRAL is not capable of remedy the problem and/or dysfunction or whatever notified after the above-said reasonable term expired. It is understood, however, that QUENTRAL cannot be held responsible or liable in any way and under no circumstances if the reported dysfunction and/or defects are not attributable to it or if such problems and/or dysfunction depended on what is provided for and specified in the following article 14 (Force majeure), or if such problems and/or dysfunctions depended on CUSTOMER’s responsibility according to article 7 above.
13.6. Any right to damages arises only if CUSTOMER informs QUENTRAL of the loss or damage upon occurrence of the said damage.
13.7. CUSTOMER must be aware that Software and Services may contain measurement, algorithmic or visualization errors and that QUENTRAL shall not be held responsible for such errors nor for the misinterpretation of data by CUSTOMER.
14. FORCE MAJEURE
14.1. If during the Contract term any circumstances arise or become known of which QUENTRAL was not aware nor could be expected to be, and as a consequence of which QUENTRAL is unable to fulfil its obligations towards CUSTOMER, QUENTRAL shall not be responsible in any way and has the right to suspend its obligations.
14.2. If QUENTRAL is unable to provide the Service as a result of the above-mentioned circumstances, it holds the right to request the amendment of this Contract in such a way so that its performance can be fulfilled, unless such change cannot reasonably be requested to CUSTOMER in which case the termination of the Contract is justified. In the latter case, this Contract shall be terminated after 10 working days since the first request, without any rights of CUSTOMER to any damages.
14.3. The above mentioned circumstances include any and all situations beyond QUENTRAL’s control which prevent the fulfilment of the Contract, either permanently or temporarily, in the following circumstances such as, but not limited to, Acts of God, fires, floods, embargoes, sabotage, accidents, labour disputes, strikes, interruptions and/or late or non-delivery by subcontractors of QUENTRAL (including, without limitation, technology providers, internet connections, electricity), fires and failures that affect QUENTRAL, any measure by any public or state authority, local or national, including laws, orders, rules and regulations, actions and/or other state measures that have a significant influence on the activities and Services provided by QUENTRAL, and any other similar or different occurrence or, other unforeseeable event outside QUENTRAL’s reasonable control, of which QUENTRAL was not aware nor was it required to be, and as a consequence of which QUENTRAL is unable to fulfil its obligations towards CUSTOMER, QUENTRAL shall in no way be responsible and holds the right to suspend its obligations.
15.1. By effect of this Contract QUENTRAL grants CUSTOMER the License to use the Software in S.a.a.S. mode available to CUSTOMER in accordance with the provisions of these Terms and Conditions.
15.2. CUSTOMER acknowledges that all Licenses are for CUSTOMER use only and that Licenses are not transferable or usable, directly and/or indirectly, in whole and/or partially, by any Third party without QUENTRAL’s written approval.
15.3. CUSTOMER has no right to grant any sub-license for the use of the Software.
15.4. CUSTOMER shall pay QUENTRAL a periodic fee for the Software as a Service (S.a.a.S.).
16. SOFTWARE AS A SERVICE (SAAS) AND HOSTING
Upon entering the Contract, QUENTRAL shall provide CUSTOMER a non-exclusive and non-transferable right of use of the Services in S.a.a.S. mode for the User.
17. UPGRADING AND DOWNGRADING
After entering the Contract, CUSTOMER can update the Service at any time. The Upgrade entails an immediate cost increase for the Services, and such cost shall be charged to CUSTOMER in the first invoice following the Upgrade. Downgrade is allowed even before the initial Contract term terminates. Downgrade entails an immediate cost decrease for the Services, downgrade credits will be credited to CUSTOMER in the first invoice after the Downgrade.
18. SERVICE LEVEL AGREEMENT
Availability, accessibility and quality of Software and Services will be governed by a Service Level Agreement (SLA) made available to CUSTOMER. Such SLA applies to any Software and Services ordered by CUSTOMER.
19. UPDATES AND NEW RELEASES
For the purpose of Software maintenance, in the future QUENTRAL could make new versions available to CUSTOMER. QUENTRAL reserves the right to determine and/or modify the frequency, timing, extent and scope of such new versions. At any time, QUENTRAL reserves the right to carry out updates informing CUSTOMER in a timely fashion through its Site or with specific email, when QUENTRAL deems it necessary. QUENTRAL always commits to provide an improved quality of its Services. To that end, QUENTRAL may decide to provide CUSTOMER with new versions of the Software from the one existing on Contract execution date. Should Customer fail to update to the new available version of the Software, it may prevent the correct performance of the Service and its use by CUSTOMER: in such event QUENTRAL may not guarantee the service level provided for in the Service Level Agreement.
20. ACCESS AND IDENTIFICATION CODES
20.1. QUENTRAL assigns the access and/or identification codes only to CUSTOMER. Access and identification codes are strictly personal and may only be used by CUSTOMER or by Users if assigned by CUSTOMER.
20.2. CUSTOMER shall treat the access and identification codes as strictly confidential and with the utmost care.
20.3. QUENTRAL shall never be liable for any damages or costs arising from any improper use of access and identification codes.
20.4. QUENTRAL has the right to temporarily deny CUSTOMER access to the Software if QUENTRAL has detected or reasonably expects that any unauthorized Third parties use or may use the access or identification codes that grant access to the Software;
20.5. QUENTRAL shall inform CUSTOMER as soon as possible in the event of a (possible) unauthorized use of the Software and of the consequent temporary access denial to the Software. QUENTRAL shall provide CUSTOMER with replaced access and/or identification codes.
20.6. Should the unauthorized use of the Software be caused by CUSTOMER, the latter shall reimburse QUENTRAL any technical and administrative expenses incurred by QUENTRAL as a result of the unauthorized use.
21. DATA OWNERSHIP
QUENTRAL acknowledges that CUSTOMER retains ownership and/or title to all the data to process and host as a result of the provision of the Services. Both Parties acknowledge their own rights and duties according to the confidential and intellectual property clauses set out in these Conditions. Upon Contract termination, CUSTOMER can download the data owned by it.
22. OBLIGATIONS OF CUSTOMER AND USER
22.1. CUSTOMER shall be responsible at all times for every single use, including unauthorized use, of the Software and Services made in its name, and of the rights of use and access granted to CUSTOMER. CUSTOMER shall act as expected as a reasonable and attentive user of softwares and online applications.
22.2. CUSTOMER is responsible for adequately instructing and advising all Users in relation to an attentive use of the Services, including but not limited to, accesses, password strength and appropriateness of contents.
22.3. CUSTOMER shall be responsible on its own account and on behalf of all Users, of the following:
- Users must inform CUSTOMER as soon as possible in writing about any changes of their personal data;
- Users must comply with the instructions, guidelines and technical requirements or of any other kind and nature provided by or in the name of QUENTRAL in relation to the acceptable use of the Software and Services;
- Users must refrain from hindering and causing damage to QUENTRAL’s proprietary Software. Users are forbidden to start any process, program, application or any other tool, through the Software or other means, which may, knowingly or by reasonable expectation of the User, hinder or damage QUENTRAL’s Software and Services in its entirety and/or QUENTRAL’s customers;
- Users are forbidden to use the Software and Services for acts, actions or purposes contrary to any applicable law, regulation of use provided for by CUSTOMER or by this Contract, including these Terms;
- Users are forbidden to transfer or make available to Third parties their username and password and/or other rights under this Contract, without QUENTRAL’s express written consent. Users shall be responsible at all times for the acceptable use and for any damages resulting from the transfer of their usernames and passwords;
- Users must have the hardware, software, terminal equipment and/or connections necessary for a correct use of the Services.
22.4. CUSTOMER must notify QUENTRAL in case of extensive and/or irregular use made by Service Users in terms of data and/or users, of Software and Services. Should CUSTOMER fail to notify QUENTRAL about the extensive and/or irregular use of the Software and Service, QUENTRAL reserves the right to terminate this Contract and/or suspend the Services.
22.5. If CUSTOMER uses the custom design feature (CSS), it shall be responsible for it by keeping updated the CSS code, images, characters and everything related to the design. QUENTRAL shall not be responsible for any dysfunction of the design based on CSS, except when QUENTRAL created the whole customized CSS code and no changes have been applied to the code by CUSTOMER.
23. COLLECTION, PROCESSING AND STORAGE OF PERSONAL DATA
The processing of personal data by QUENTRAL is governed by the Contract on data processing. With regard to the processing of personal data relating to the Services and Software, QUENTRAL acts as the Processor, and CUSTOMER is the Controller . Hence, CUSTOMER sets out the purposes and means of personal data collection.
QUENTRAL guarantees an adequate security of the Software and Services as provided for in the SLA. QUENTRAL shall not be responsible for any loss or damage caused by the suspension, termination and/or restriction of the Services or of their use, by the access or use of the rights of use as set out in these Terms and Conditions of use. The Account Owner is responsible for any use made by the User of the Services provided by QUENTRAL.
25. ACCEPTABLE USE POLICY
CUSTOMER shall be solely responsible for its own conduct. We aim at keeping QUENTRAL’s platform safe and enjoyable for everyone. Using QUENTRAL’s platform for illegal or detrimental activities is not permitted. In defining the terms of an “acceptable use policy”, CUSTOMER specifically agrees the following:
No illegal, dangerous or offensive content : CUSTOMER may not use or encourage, promote, facilitate or instruct other Users to use the Services for any illegal, detrimental or offensive use or to transmit, store, display, distribute or otherwise make available illegal, detrimental or offensive contents. Prohibited activities or contents may include:
- Illegal activities. Any illegal activity, including advertising, transmitting or making available game websites or gambling services, promoting or facilitating pornography.
- Detrimental or fraudulent activities. Any activity that may be detrimental to others, including defamation, offer or distribution of counterfeit goods, services, schemes, promotions or other deceptive and/or fraudulent activities.
- Breaching contents. Any content in breach of intellectual property or of Third parties’ proprietary rights.
- Offensive contents. Contents that are defamatory, obscene, abusive, invasive and/or in breach of privacy or otherwise censurable, including any type of Content that constitutes pornography.
- Detrimental content. Content or other information technology that may damage, interfere with any system, program or data, including viruses, trojans, worms, time bombs or cancelbots.
25.1. No security breach. CUSTOMER cannot use the Services to breach security or integrity of any network, computer or communication system, software application or network or process device (each individually referred to as a “System”). Prohibited activities include:
- Unauthorized access. Access to or use of any System without authorisation, including the attempt to check, analyse or test the vulnerability of a System or breach any security or authentication measure used by a System.
- Interception. Unauthorized data or traffic monitoring on a System.
- Falsification of the origin. Creation of TCP-IP packet headers, e-mail headers or any part of a message describing its source or route. This prohibition does not include the use of aliases or anonymous remailers.
25.2. No network abuse. CUSTOMER cannot make network connections with users, hosts or networks unless CUSTOMER holds permission to communicate with them. Prohibited activities may include:
- Monitoring or scanning. Monitoring or scanning of a System that damages or disrupts the System that is monitored or scanned.
- Make unusable and/or slow down a Service (Denial of Service – DoS). Overloading a Service and/or an address with communication requests so that the address is unable to respond to legitimate traffic or results in it responding so slowly to be ineffective as a result.
- Intentional interference. Interfering with the proper operation of any System, including any deliberate attempt to overload a System with an excessive dispatch of mails, news, transmission attacks or overloading techniques.
- Operation of certain network services. Operating network services such as open proxies, open mail servers aimed at sending spam or open DNS (domain name server).
- Avoiding system restrictions. Using manual or electronic means to avoid any usage limits on a System, such as access and storage restrictions.
25.3. Monitoring and application. QUENTRAL reserves the right but does not undertake the obligation, to investigate any breach of this Policy or any misuse of the Services. QUENTRAL may:
- investigate any breach of this Policy or misuse of the Services; or
- remove, disable the access, modify any Content or resource in breach of this Policy or any other Agreement and/or Contract between QUENTRAL and CUSTOMER for the use of the Services.
- QUENTRAL can report to the competent authorities any activity for which QUENTRAL suspects that the activity is or may be in breach of any law or regulation. QUENTRAL’s report may include disclosure of CUSTOMER’s information, which shall take place under appropriate ways and in accordance with any applicable law. QUENTRAL may also cooperate with law enforcement authorities, regulatory authorities or any Third parties authorized and designated to help in the investigations and prosecution of any unlawful conduct by providing information on the network and Systems relating to any alleged breach of this Policy.
26. ACCOUNT INFORMATION
26.1. As long as CUSTOMER remains the Owner of the Account and it is in compliance with the Contract and the requirements and obligations provided therein, CUSTOMER holds the right to access and use the Services. This right is not transferable, and CUSTOMER agrees not to disclose any information of its own Account to any Third parties. CUSTOMER is solely responsible for any activity that takes place within its Account. Should CUSTOMER become aware of any unauthorised use of the Account or Profile information, CUSTOMER shall immediately notify QUENTRAL. CUSTOMER is responsible for the periodical update or modification of its Account or of the Profile information as it considers adequate.
26.2. Invoicing information for on-line Subscriptions can only be updated by CUSTOMER. QUENTRAL rejects any responsibility in case of dispute about the Account ownership and shall not take part nor play any role in such disputes. QUENTRAL shall upload the credit card details provided by CUSTOMER on Third parties’ systems; in case of modification of invoicing information, the new credit card will be updated and debited. If an updated credit card has a different name, the new card holder becomes the Owner of the Account. QUENTRAL shall never change any information or invoicing data on behalf of CUSTOMER and shall not be held liable in the event any unauthorized Third party gains access with CUSTOMER’s Account and changes the above said invoicing information.
27. SUBSCRIPTION FEE AND RENEWAL
27.1. CUSTOMER agrees to pay all Subscription fees. Such fees shall be invoiced in advance for each month and are not refundable. CUSTOMER agrees that no amount can be refunded or credited for any partial period of Service shorter than a month or for any periods during which CUSTOMER does not use the Services.
27.2. QUENTRAL reserves the right to change its invoicing rates at any time, by publishing such changes on its website. Should CUSTOMER decide to enter a new and/or different Subscription, or to apply any changes (Upgrade, Downgrade) to the existing Subscription, once such changes become effective, CUSTOMER shall be responsible for paying the new Subscription/invoicing fee which shall be hence construed as accepted. Changes made by QUENTRAL do not apply to any existing Contracts and only apply to extensions of such Contracts and/or to new Contracts signed by the Parties.
27.3. By entering a credit card number, CUSTOMER agrees that Third party Service providers may store CUSTOMER’s payment card information. Where applicable, CUSTOMER expressly authorizes QUENTRAL to debit it with: subscription commission fees, other commission fees for purchased Services, charges for the use of the Services exceeding the limits and any tax related to the use of the Services by CUSTOMER.
27.4. CUSTOMER agrees to reimburse QUENTRAL for any collection costs related to any overdue amounts. If the credit card provided by CUSTOMER expires and CUSTOMER does not update its payment card data or cancels its Subscription, CUSTOMER authorizes QUENTRAL to suspend the Services until invoicing information is updated. Following the suspension of the Services, CUSTOMER agrees that QUENTRAL may try again to process payments after receiving the updated payment details.
28. TERMS OF SUBSCRIPTION AND RENEWAL
28.1. The Subscription signed by CUSTOMER refers to an annual period, with monthly payments in accordance with the signed Order. CUSTOMER’s trial Account is valid until the expiry of the trial period set out by QUENTRAL, at the end of which CUSTOMER can decide to Subscribe. In the event of no Subscription by CUSTOMER, by the end of the trial period QUENTRAL shall cancel all the Services, Data and Contents related to CUSTOMER’s Account, except for the legal obligations in reference to storage requirements of certain data categories.
28.2. If CUSTOMER updates its Service to access a higher-level Plan of use (Upgrade) during the Subscription Term, CUSTOMER shall immediately have access to these higher-level functions. CUSTOMER agrees to pay QUENTRAL the difference between the original Subscription fee and the cost of the Upgrade.
28.3. If CUSTOMER decides to change its initial Subscription to switch to a lower-level Service Plan (Downgrade) during the Subscription Term, CUSTOMER’s Plan shall immediately be downgraded, and its fees decreased. If the downgrade occurs after the advance monthly payment by CUSTOMER, QUENTRAL shall credit CUSTOMER any difference in the first invoice following the Downgrade.
28.4. Changes to Subscription plans will show in the following invoices that QUENTRAL will issue to CUSTOMER.
28.5. CUSTOMER’s Subscription will automatically renew for a further 12 months period, unless CUSTOMER cancels the Subscription.
29. CANCELLATION AND TERMINATION OF SUBSCRIPTIONS
29.1. CUSTOMER can cancel its annual Subscription any time, from its Account using the online form.
29.2. Changes to annual Subscriptions, Downgrade and Upgrade, become immediately effective from the same month. Changes are made by CUSTOMER by accessing the functionality made available online in the specific section of its Account.
29.3. Cancellations must have at least 1 calendar day notice before the end of the current Subscription Term entered by CUSTOMER, failure to do so means that the Subscription is renewed, and subsequent invoicing will be automatically processed. Cancellations made after invoicing shall not be refunded, in whole or in part.
29.4. CUSTOMER is responsible for any expenses accumulated in its Account until cancellation, including any commission fee within the Subscription Term cancelled by CUSTOMER. Upon cancellation of the Subscription QUENTRAL may decide to delete CUSTOMER’s Account from its systems. QUENTRAL shall not be responsible under no circumstance for any loss of Content resulting from the cancellation of the Account. After 15 days from Account cancellation, all Account information, including but not limited to, data related to leads, landing pages, personal information, invoicing details and the whole Content, are permanently removed from the database backup of QUENTRAL. QUENTRAL reserves the right to change the capacity and procedures of storage and processing of data at any time, without notice to CUSTOMER and with no possibility for the latter to hold QUENTRAL responsible under any circumstance.
29.5. QUENTRAL reserves the right to terminate this Contract at any time, for any reason, and at QUENTRAL’s discretion with no responsibility. Failure to comply with these Terms and Conditions constitutes one of the reasons, not the only one, for such termination. QUENTRAL reserves the right to modify, suspend or interrupt the Site and/or Services, or any part thereof, at any time and for any reason, with or without notice and without responsibility.
30. APPLICABLE LANGUAGES
By sending the Order form CUSTOMER acknowledges and accepts entering a Contract originally written in English which shall remain the only valid and effective version. Any other versions provided by QUENTRAL in any other language are solely made available as a courtesy. Therefore, in the event of inconsistency with any other translated version in any other language, the English language version shall prevail.
31. APPLICABLE LAW AND REMEDIES
31.1. These General Terms and Conditions and this Contract in its entirety shall be construed and governed exclusively by Italian law.
31.2. In the event of any dispute, the Court with exclusive jurisdiction is the Court of Milan (MI).
In accordance with and for the purposes of articles 1341 and 1342 of the Italian Civil Code, CUSTOMER declares to have read the General Terms and Conditions of the Contract and to expressly agree the following:
2) Applicability 3) Execution of the Contract 4) Termination, Suspension and Renewal of the Contract 5) Prices and Invoicing 6) Payment 7) Order performance 8) Delivery 11) Intellectual property rights 13) Limitation of Liability 14) Force majeure 18 ) Service level Agreement 20) Access and identification codes 22) Obligations of CUSTOMER and User 23) Collection, processing and storage of personal data 24) Security 25) Acceptable use policy 26) Account Information 27) Subscription fee and renewal 28) Terms of Subscription and renewal 29) Cancellation and termination of subscriptions 30) Applicable languages 31) Applicable law and remedies.
32. CONTACT DETAILS
QUENTRAL can be contacted at the following addresses:
Telephone: +39 0783 763040
Mail: Quentral Srl Direzione Generale e Amministrativa – Piazza Roma n.46 – 09170 Oristano (OR).