- Scope. Qlearsite Ltd (Qlearsite or we) will provide you with access to the Qlearsite service (Service), as described in Annex 1 to these Terms & Conditions (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.
- 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 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.
- 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 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.
- 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.
- d. Remove or modify any copyright, trademark, legal notice, or other proprietary notice from the content available via the Service.
- 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), 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).
- Limitation of Liability; No Warranty. 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.
- Data Protection and Confidentiality.
- b. We deliver the Service as a data processor (as defined in GDPR), and we and you shall follow the obligations of Annex 2 of these T&Cs.
- 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.
- 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.
- 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.
|Services||The Service manages and analyses employee surveys. Please see the Qlearsite website for further details.|
– Survey respondents will have access to our Survey Tool.
– Users will also have access to (a) Survey Management – to create, manage and send surveys, and (b) Insights tool – to review the results of the survey.
– Add-on services, including additional modules or users can only be agreed via change request.
Qlearsite regularly and frequently adds, changes and improves features of the Service, in line with generally accepted practices for Software-as-a-Service (SaaS) businesses. We do not provide advance warning of our software releases unless the changes significantly (to be determined by us) alter the scope, workflow or operation of the Service. The platform facilitates the return of any data according to confidentiality settings.
|Support||We offer support via an on-line customer portal only, which is manned between 9am – 5pm (GMT), and can be used for raising issues or questions by emailing firstname.lastname@example.org.|
|Languages||English (UK) ; subject to product updates for additional languages|
|Confidentiality of Small-Group Responses||Qualitative (free-text) survey responses will not be visible in the Insights tool for groups of less than 10 respondents; quantitative responses will not be visible for groups of less than 5 respondents (Confidentiality Settings). May be varied through a configuration change requested through email@example.com.|
|System Requirements||The Service is web-based and requires the latest version of any of the following web browsers running on up to date Windows or Mac operating systems: Chrome, Edge, Safari and Firefox.|
Annex 2 – Data Processor Obligations
- Capitalised terms in this Annex 2 that are not otherwise defined in these T&Cs shall have the meaning set out in GDPR.
- It is agreed that you are the Data Controller and Qlearsite is the Data Processor for any Processing of Personal Data under these T&Cs. With respect to such Processing, you:
- (a) confirm that you have the right to transfer and otherwise provide access to such Personal Data to Qlearsite for the purposes set out in these T&Cs; and
- (b) shall ensure that, to the extent required by applicable Data Protection Laws, the relevant Data Subjects and third parties have been informed of and/or given their consent to, such use, processing, and transfer.
- Qlearsite shall, with respect to Processing of Personal Data under these T&Cs:
- (a) only process Personal Data (i) in accordance with your written instructions (which included authorising Qlearsite to provide the Service under these T&Cs and (ii) in such manner as is reasonably necessary to provide the Service or as is required by any applicable law;
- (b) implement appropriate technical and organisational measures to protect the Personal Data against unauthorised and unlawful processing and accidental loss, destruction, disclosure, damage or alteration;
- (c) ensure that only those Qlearsite and subcontractor personnel that need to have access to Personal Data are given access to such data, and only (i) to the extent necessary to provide the Service and (ii) provided that the relevant personnel are legally bound by the obligations set out in this Annex 2;
- (d) not publish or disclose any Personal Data to any third party, except for a third party within the European Economic Area or the UK processing Personal Data on Qlearsite’s behalf subject to these T&Cs and Data Protection Laws, unless you have given prior written consent, and Qlearsite will provide you with:
- (i) a list of current sub-processors before you accept the Service and these T&Cs (which you accept by accepting the Service); and
- (ii) any changes to such sub-processors list and an opportunity to object to the changes;
- (e) not transfer Personal Data outside the European Economic Area (other than to the UK or a country found by the European Commission to have adequate Data Protection Laws) without (i) your prior written consent and (ii) first ensuring that the relevant transferee entity is subject to relevant obligations of EU Data Protection Laws via a data transfer agreement or otherwise;
- (f) taking into account the nature of processing of Personal Data for the Services and the information available to Qlearsite, assist you as the Data Controller:
- (i) by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the obligation to respond to requests from Data Subjects for exercising their rights; and
- (ii) in complying with Your obligations under GDPR regarding security of processing, personal data breaches, security impact assessments, and prior consultation with data protection authorities;
- (g) make available to you upon request all information necessary to demonstrate compliance with the obligations of Article 28 of GDPR; and
- (h) allow for and contribute to audits and inspections conducted by You or on your behalf regarding Qlearsite’s compliance with Data Protection Laws.
- Where there has been any breach or where Qlearsite suspects there has been a breach of this Annex 2, Qlearsite shall inform you promptly.