Terms and Conditions (T&Cs)

Introduction

These Terms and Conditions (T&Cs) governs your subscription to, and use of, Qlearsite’s website and/or other related applications or  Services, as described in Annex 1, provided by Qlearsite Ltd (Qlearsite, we, our, us).  By clicking the acceptance button, you indicate acceptance of these T&Cs.  When you accept on behalf of a company or other legal entity, you confirm that you are duly authorised to place an order for Qlearsite’s services, and bind such entity to the terms set out below.  You also warrant that the information submitted in signing up is correct and accurate to the best of your knowledge. These T&Cs, the Order Form, the Data Processing Agreement (DPA) and any Change Orders (collectively, the “Agreement”) form a contract between you and Qlearsite Ltd. If you do not agree to these terms, please do not access or use our Services.

1.            Scope. Qlearsite will provide you with access to the Service, as described in Annex 1 to these T&Cs and the online form for the Service that you complete (Order Form). The Order Form may specify limits on (a) the number and type of users (Users) permitted to use certain tools and/or (b) the number of survey respondents and distributions to which you are entitled.

a.            The Service may be modified through changes to these T&Cs as provided in paragraph 10 and/or by a new Order Form and/or other change request agreed by Qlearsite and you.

b.            These T&Cs do not apply to services provided by Qlearsite under a separate agreement that explicitly provides that these T&Cs do not apply.

c.            If the Order Form is signed between you and an entity other than Qlearsite that is authorised by Qlearsite to distribute the Services (Reseller), the Reseller shall have a separate agreement with Qlearsite that permits Reseller to pass on the obligations of Qlearsite under these Terms; and You shall have the obligations specified in these Terms to Qlearsite, as a third party beneficiary.

d.            Qlearsite may, in our absolute discretion, reject you from using the Qlearsite Services within 21 days of accepting this Agreement, in which case you will be notified of this rejection by e-mail and shall be refunded any payments made to Qlearsite in respect to such period.

2.            Term.

a.            These T&Cs apply to you for the period which we have offered you in the Order Form and you have paid for, including any free trial period (Term).

b.            If you do not cancel the Service at least sixty (60) days before the end of the current Term, the Term will be automatically extended for the same period for which you most recently ordered the Service (and you will be responsible to pay for that additional period).

c.            If you breach these T&Cs, including by not paying for the Service by a due date, we may terminate the Service (and applicability of the T&Cs to you) or suspend the Service for a period determined in our discretion.

3.            Pricing and Payment.

a.            Pricing for the initial Term is as specified in the Order Form, including any free trial period. Pricing for any extension of the Term is at our prices applicable at the time of extension.

b.            If you accept a free trial and do not cancel in the period specified in the Order Form, you are responsible for paying for the service for the period agreed in the Order Form.

c.            We accept payments by credit/debit card and bank transfer, which we will arrange with you after you order the Service.

4.            Prohibited Conduct.

You may not:

a.            Use the Service in violation of applicable law.

b.            Upload, install or otherwise transfer any content, software, virus, advertisement or other item which adversely affects the Service or Qlearsite systems, or otherwise breach or bypass the Service’s or Qlearsite’s security mechanisms.

c.            Except as explicitly permitted by these T&Cs (a) copy, modify, reverse engineer, disassemble or transfer any of the software or content available on the Service or (b) use any device, automatic retrieval mechanism or other means to harvest information about the Service ( c ) use the Services for any benchmarking purposes other than your own business needs, resell the benchmarking information provided by the Services or use it for competitive purposes.    

d.            Remove or modify any copyright, trademark, legal notice, or other proprietary notice from the content available via the Service.

5.            Intellectual Property (IP).

a.            We grant you a non-exclusive, non-transferable licence to use the Service during the Term.

b.            You confirm that you have the right to provide us with survey responses and other data submitted for the Service (Your Data), whether provided by you or through a Third Party Supplier (as defined below); and you agree that we may use Your Data for purposes of the Service.  We do not acquire any IP rights in Your Data, except the rights to use Your Data as stated in paragraph 7.c.

c.            We own all IP rights in the results of the Service, not including Your Data (Results). You may use the Results for any purpose (including providing the Results to third parties and making them public), except that you may not sell or resell the Results or otherwise engage in business activities aiming to generate revenue from the Results (however, this does not restrict you from using the Results to demonstrate the preparedness or effectiveness of your business).

6.            Limitation of Liability; No Warranty.

a.            Qlearsite has developed the Service based upon its extensive experience with employee surveys and has used reasonable efforts to make it useful and effective. However, we do not guarantee that the Service or Results are complete or optimal, and we give no warranty other than as explicitly set out in these T&Cs. QLEARSITE BEARS NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS OR DATA) RESULTING FROM YOUR USE OF THE SERVICE. QLEARSITE’S MAXIMUM LIABILITY FOR ANY CLAIM UNDER THESE T&CS IS LIMITED TO THE AMOUNT PAYABLE FOR ONE YEAR OF THE SERVICE. However, nothing in these T&Cs shall exclude Qlearsite’s liability for fraud or for personal injury resulting from its negligence.

b.            You can integrate Our Services with Your existing third-party suppliers, such as HR information systems (Third Party Suppliers).  These Third Party Suppliers may have their own terms and conditions of use and privacy policies and your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Qlearsite does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Suppliers or for any transaction you may enter into with the provider of any such Third Party Suppliers.

c.            Qlearsite shall not be liable for any damages or losses as a result of a force majeure event, or from your or your Users’ use of a Third Party Supplier.

7.            Data Protection and Confidentiality.

a.            In processing any personal data that is included in Your Data, we and you will comply with applicable data protection laws including the EU General Data Protection Regulation (GDPR), UK GDPR, the UK Data Protection Act 2018 (together Data Protection Laws) and the Qlearsite Privacy Policy.

b.            We deliver the Service as a data processor (as defined in GDPR), and we and you shall follow the obligations of the DPA.

c.            We treat Your Data as confidential. We will use Your Data only for purposes of the Service, and will not disclose it to any third party, except that (as stated in our Privacy Policy) we may anonymise Your Data and combine it with other data to provide analysis and benchmarking to our customers or to the public on behaviours or trends across aggregated groupings such as geography, industries and demographics industries.

d.            We will delete Your Data no later than thirty (30) days after the expiry date of the Agreement. We may keep copies of Your Data for the purposes of external audit and compliance with any legal or regulatory obligation applicable to it.

e.            Notwithstanding its confidentiality obligations under this clause, Qlearsite and Reseller shall be entitled to refer to You in sales presentations and discussions with potential customers, and to display Your name on its website and other materials as part of a list of Qlearsite’s customers each without requiring the consent of You.

8.            Entire Agreement; Third Party Rights.

These T&Cs and the Order Form contain the entire agreement between you and Qlearsite regarding the Service. The Contracts (Rights of Third Parties) Act 1999 does not apply to this agreement.

9.            Applicable Law; Dispute Resolution.

These T&Cs shall be interpreted under the laws of England and Wales, and any dispute under them is subject to the exclusive jurisdiction of the courts of England.

10.         Amendments.

Qlearsite may revise these T&Cs to reflect changes in the Service or the law, or for other reasons, and the revised T&Cs will be posted on this page. If we make any material change to the T&Cs and you are a current customer, we will notify you by email and you may choose to apply the T&Cs without the change through the end of the current Term, but if the Term is extended after changes have been notified, you will be deemed to have accepted the amended T&Cs for the extended Term.

Annex 1 – Service Description

This Service description shall be read together with the T&Cs and Order Form.

Updated: 27 November 2023