Vendor Terms & Conditions of Use

TERMS AND CONDITIONS

Please read these Terms and Conditions carefully. All contracts that the Qu Technologies Ltd may enter into from time to time for the provision of the Hosted Services[ and related services] shall be governed by these Terms and Conditions[, and the Qu Technologies Ltd will ask the Business for the Business's express written acceptance of these Terms and Conditions before providing any such services to the Business].


1. Definitions
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
"Account" means an account enabling a person to access and use the Hosted Services[, including both administrator accounts and user accounts];
"Agreement" means [a contract made under these Terms and Conditions between the Provider and the Business];
"Business Day" means any weekday other than a bank or public holiday in [England];
"Business Hours" means the hours of [09:00 to 17:00 GMT/BST] on a Business Day;
"Charges" means the amounts specified in GB [from time to time] OR [as at the Effective Date];
"Business" means the person or entity identified as such in the Services Order Form;
"Business Data" means [all data, works and materials: uploaded to or stored on the Platform by the Business; transmitted by the Platform at the instigation of the Business; supplied by the Business to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Business (but excluding analytics data relating to the use of the Platform and server log files)];
"Business Personal Data" [means any Personal Data that is processed by the provider on behalf of the Business in relation to the Agreement][, but excluding [personal data] with respect to which the Provider is a data controller];
"Data Protection Laws" means [all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Business Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679)];
"Documentation" means [the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Business];
"Effective Date" means [following the Business completing and submitting the online Services Order Form published by the Provider on the Provider's website, the date upon which the Provider sends to the Business an order confirmation];
"Force Majeure Event" means [an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars)];
"Hosted Services" means [identify hosted services][, which will be made available by the Provider to each Business as a service via the internet in accordance with these Terms and Conditions];
"Intellectual Property Rights" means [all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs)];
"Mobile App" means the mobile application known as QuScan that is made available by Qu Technologies Ltd through [the Google Play Store and the Apple App Store];
"Personal Data" [has the meaning given to it in the Data Protection Laws][ applicable in [the United Kingdom] from time to time];
"Platform" means [the platform managed by the Provider and used by the Provider to provide the Hosted Services][, including [the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed]];
"Provider" means [[Qu Technologies Ltd] of [2 Portman Street, London, England, W1H 6DU]] a company incorporated in [England and Wales] (Registration Number: 10856076) established under the laws of [England and Wales] having its principal place of business at [2 Portman Street, London, England, W1H 6DU]];
"Services" means [any services that the Qu Technologies ltd provides to the Business, or has an obligation to provide to the Businesses, under these Terms and Conditions];
"Services Order Form" means [an online order form or Business sign up published by the Provider and completed and submitted by the Businesses incorporating these Terms and Conditions by reference];
"Support Services" means support in relation to [the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services];
"Supported Web Browser" means [the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari][, or any other web browser that the Provider agrees in writing shall be supported];
"Term" means [the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2]; and
"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions and Schedule 1 (Acceptable Use Policy), including any amendments to that documentation from time to time.

2. Term
2.1 The Agreement shall come into force upon the Effective Date.
2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 16.
2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Hosted Services
3.1 The Provider hereby grants to the Business [a non-exclusive licence] to use the Hosted Services[ by means of [a Supported Web Browser]][ for [purposes]][ in accordance with the Documentation] during the Term.
3.2 The licence granted by the Qu Technologies Ltd to the Businesses under Clause 3.1 is subject to the following limitations:
(a) [the Hosted Services may only be used by [Limited persons based on their subscription model]];
(b) [the Hosted Services may only be used by the named users identified in [in the order form online or a manual signup], providing that the Business may change, add or remove a designated named user in accordance with [the procedure set out therein]]; and
(c) [the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in [the order form], providing that the Business may add or remove concurrent user licences in accordance with [the procedure set out therein]].
3.3 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Business under Clause 3.1 is subject to the following prohibitions:
(a) [the Business must not sub-license its right to access and use the Hosted Services];
(b) [the Business must not permit any unauthorised person to access or use the Hosted Services];
(c) [the Business must not use the Hosted Services to provide services to third parties];
(d) [the Business must not republish or redistribute any content or material from the Hosted Services];
(e) [the Business must not make any alteration to the Platform[, except as permitted by the Documentation]]; and
(f) [the Business must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services [without the prior written consent of the Provider]].
3.4 The Business shall use reasonable endeavours, including reasonable security measures relating to[ administrator] Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an[ administrator] Account.
3.5 The Provider shall use[all] reasonable endeavours to maintain the availability of the Hosted Services to the Business [at the gateway between the public internet and the network of the hosting services provider for the Hosted Services], but does not guarantee 100% availability.
3.6 The Business must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Business or by means of an[ administrator] Account comply with Schedule 1 (Acceptable Use Policy).
3.7 The Business must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.8 The Business must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.9 For the avoidance of doubt, the Business has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.10 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Business to the Provider under the Agreement is overdue, and the Provider has given to the Business at least [30 days'] written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

4. Business Data
4.1 The Business hereby grants to the Provider a non-exclusive licence to [copy, reproduce, store, distribute, publish, export, adapt, edit and translate] the Business Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement[. The Business also grants to the Provider the right to sub-license these rights [to its hosting, connectivity and telecommunications service providers,] subject to any express restrictions elsewhere in the Agreement].
4.2 The Business warrants to the Provider that [the Business Data] OR [the Business Data when used by the Provider in accordance with the Agreement] will not infringe the Intellectual Property Rights[ or other legal rights] of any person[, and will not breach [the provisions of any law, statute or regulation],] in [any jurisdiction and under any applicable law].

5. Support Services
5.1 [The Provider shall provide the Support Services to the Business during the Term.] OR [The Provider may provide the Support Services to the Business during the Term, but shall have no obligation to do so; any such Support Services shall be subject to this Clause 5.]
5.2 The Provider [shall] OR [may] make available to the Business [an email-based helpdesk].
5.3 The Provider shall provide the Support Services [with reasonable skill and care] OR [in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry] OR [[specify standard(s)]].
5.4 The Business may use the helpdesk [for the purposes of requesting and, where applicable, receiving the Support Services]; and the Business must not use the helpdesk for any other purpose.
5.5 The Provider shall respond promptly to all requests for Support Services made by the Business through the helpdesk.
5.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Business to the Provider under the Agreement is overdue, and the Provider has given to the Business at least [30 days'] written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6. Mobile App
6.1 The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.

7 Registration and accounts
7.1 To be eligible for [an account] on our website under this Section 7, you must [be resident or situated in the United Kingdom].
7.2 You may register for an account with our website by [completing and submitting the account registration form also known as order form on our website, and clicking on the verification link in the email that the website will send to you].
7.3 You must not allow any other person to use your account to access the website.
7.4 You must notify us in writing immediately if you become aware of any unauthorised use of your account.
7.5 You must not use any other person's account to access the website[, unless you have that person's express permission to do so].

8 User login details
8.1 If you register for an account with our website, [we will provide you with] OR [you will be asked to choose] [a user ID and password].
8.2 Your user ID must not be liable to mislead and must comply with the content rules; you must not use your account or user ID for or in connection with the impersonation of any person.
8.3 You must keep your password confidential.
8.4 You must notify us in writing immediately if you become aware of any disclosure of your password.
8.5 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.
9 Cancellation and suspension of account

9.1 We may:
(a) [suspend your account];
(b) [cancel your account]; and/or
(c) [edit your account details],
9.2 at any time in our sole discretion with or without notice to you.
9.3 We will usually cancel an account if it remains unused for a continuous period of [18 months].
9.4 You may cancel your account on our website [using your account control panel on the website].

10. No assignment of Intellectual Property Rights
10.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Business, or from the Business to the Provider.

11. Charges
11.1 The Business shall pay the Charges to the Provider in accordance with these Terms and Conditions.
11.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated [inclusive of any applicable value added taxes] OR [exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Business to the Provider].
11.3 The Provider may elect to vary [any element of the Charges] by giving to the Business not less than [30 days'] written notice of the variation.

12. Payments
12.1 The Business must pay the Charges to the Provider in advance of the period to which they relate.
12.2 If the Business does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:
(a) charge the Business interest on the overdue amount at the rate of [8% per annum above the Bank of England base rate from time to time] (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Business pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

13. Distance contracts: cancellation right
13.1 This Clause 10 applies if and only if the Business enters into the Agreement with the Provider as a consumer - that is, as an individual acting wholly or mainly outside the Business's trade, business, craft or profession - where the Agreement is a distance contract within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
13.2 The Business may withdraw an offer to enter into the Agreement with the Provider at any time; and the Business may cancel the Agreement entered into with the Provider at any time within the period:
(a) beginning when the Agreement was entered into; and
(b) ending at the end of 14 days after the day on which the Agreement was entered into,
subject to Clause 13.3. The Business does not have to give any reason for the withdrawal or cancellation.
13.3 The Business agrees that the Provider may begin the provision of services before the expiry of the period referred to in Clause 10.2, and the Business acknowledges that, if the Provider does begin the provision of services before the end of that period, then:
(a) if the services are fully performed, the Business will lose the right to cancel referred to in Clause 10.2; and
(b) if the services are partially performed at the time of cancellation, the Business must pay to the Provider an amount proportional to the services supplied or the Provider may deduct such amount from any refund due to the Business in accordance with this Clause 10.
13.4 In order to withdraw an offer to enter into the Agreement or cancel the Agreement on the basis described in this Clause 10, the Business must inform the Provider of the Business's decision to withdraw or cancel (as the case may be). The Business may inform the Provider by means of any clear statement setting out the decision. In the case of cancellation, the Business may inform the Provider using the cancellation form that the Provider will make available to the Business. To meet the cancellation deadline, it is sufficient for the Business to send its communication concerning the exercise of the right to cancel before the cancellation period has expired.
13.5 If the Business withdraws an offer to enter into the Agreement, or cancels the Agreement, on the basis described in this Clause 10, the Business will receive a full refund of any amount the Business paid to the Provider in respect of the Agreement, except as specified in this Clause 10.
13.6 The Provider will refund money using the same method used to make the payment, unless the Business has expressly agreed otherwise. In any case, the Business will not incur any fees as a result of the refund.
13.7 The Provider will process the refund due to the Business as a result of a cancellation on the basis described in this Clause 10 without undue delay and, in any case, within the period of 14 days after the day on which the Provider is informed of the cancellation.

14. Data protection
14.1 [Qu Technologies Ltd] OR [Each party] shall comply with the Data Protection Laws with respect to the processing of the Business Personal Data.
14.2 The Business warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
14.3 The Business shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement, the Personal Data of [Profile Data , Usage Data, Account Data, Publication Data , Enquiry Data, Business Relationship data, Transaction Data ,Communication Data, Service Data, notification data] of the following types.
14.4 The Provider shall only process the Business Personal Data during the Term[ and for not more than [30 days] following the end of the Term], subject to the other provisions of this Clause 14.
14.5 The Provider shall only process the Business Personal Data on the documented instructions of the Business (including with regard to transfers of the Business Personal Data to [any place outside the European Economic Area])[, as set out in [these Terms and Conditions or any other document agreed by the parties in writing]].
14.6 The Provider shall promptly inform the Business if, in the opinion of the Provider, an instruction of the Business relating to the processing of the Business Personal Data infringes the Data Protection Laws.
14.7 Notwithstanding any other provision of the Agreement, the Provider may process the Business Personal Data if and to the extent that the Provider is required to do so by [applicable law]. In such a case, the Provider shall inform the Business of the legal requirement before processing, unless that law prohibits such information[ on important grounds of public interest].
14.8 The Provider shall ensure that persons authorised to process the Business Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
14.9 The Provider and the Business shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Business Personal Data[, including the [measures specified in [the information security policy of the Provider (as it may be updated by the Provider from time to time)]].
14.10 The Provider must not engage any third party to process the Business Personal Data without the prior specific or general written authorisation of the Business. In the case of a general written authorisation, the Provider shall inform the Business at least [14 days] in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Business objects to any such changes before their implementation, then [the Provider must not implement the changes] OR [the Business may terminate the Agreement on [7 days'] written notice to the Provider, providing that such notice must be given within the period of [7 days] following the date that the Provider informed the Business of the intended changes]. The Provider shall ensure that each third party processor is subject to legal obligations as those imposed on the Provider by this Clause 14.
14.11 As at the Effective Date, the Provider is hereby authorised by the Business to engage, as sub-processors with respect to Business Personal Data.
14.12 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Business with the fulfilment of the Business's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
14.13 The Provider shall assist the Business in ensuring compliance with [the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws].[ The Provider may charge the Business [at its standard time-based charging rates] for any work performed by the Provider at the request of the Business pursuant to this Clause 14.13.]
14.14 The Provider must notify the Business of any Personal Data breach affecting the Business Personal Data without undue delay[ and, in any case, not later than [72] hours after the Provider becomes aware of the breach].
14.15 The Provider shall make available to the Business all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 11[ and the Data Protection Laws].[ The Provider may charge the Business [at its standard time-based charging rates] for any work performed by the Provider at the request of the Business pursuant to this Clause 14.15[, providing that no such charges shall be levied with respect to [the completion by the Provider (at the reasonable request of the Business, not more than once per calendar year)] of [the standard information security questionnaire of the Business]].]
14.16 The Provider shall, at the choice of the Business, delete or return all of the Business Personal Data to the Business after the provision of services relating to the processing, and shall delete existing copies save to the extent that [applicable law] requires storage of the relevant Personal Data.
14.17 The Provider shall allow for and contribute to audits, including inspections, conducted by the Business or another auditor mandated by the Business[ in respect of [the compliance of the Provider's processing of Business Personal Data with the Data Protection Laws and this Clause 14]].[ The Provider may charge the Business [at its standard time-based charging rates] for any work performed by the Provider at the request of the Business pursuant to this Clause 14.17[, providing that no such charges shall be levied where the request to perform the work arises out of [any breach by the Provider of the Agreement or any security breach affecting the systems of the Provider]].]
14.18 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.

15. Warranties
15.1 The Business warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.
15.2 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

16. Acknowledgements and warranty limitations
16.1 The Business acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
16.2 The Business acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
16.3 The Business acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in [document]; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
16.4 The Business acknowledges that the Provider will not provide any [legal, financial, accountancy or taxation advice] under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Business will not give rise to any legal liability on the part of the Business or any other person.

17. Limitations and exclusions of liability
17.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party's statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.
17.2 The limitations and exclusions of liability set out in this Clause 17 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 17.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
17.3 The Provider will not be liable to the Business in respect of any losses arising out of a Force Majeure Event.
17.4 The Provider will not be liable to the Business in respect of any loss of profits or anticipated savings.
17.5 The Provider will not be liable to the Business in respect of any loss of revenue or income.
17.6 The Provider will not be liable to the Business in respect of any loss of business, contracts or opportunities.
17.7 The Provider will not be liable to the Business in respect of any loss or corruption of any data, database or software.
17.8 The Provider will not be liable to the Business in respect of any special, indirect or consequential loss or damage.
17.9 The liability of the Provider to the Business under the Agreement in respect of any event or series of related events shall not exceed the greater of:
(a) [amount]; and
(b) [the total amount paid and payable by the Business to the Provider under the Agreement in the [12 month] period preceding the commencement of the event or events].
17.10 The aggregate liability of the Provider to the Business under the Agreement shall not exceed the greater of:
(a) [amount]; and
(b) [the total amount paid and payable by the Business to the Provider under the Agreement].

18. Force Majeure Event
18.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement[ (other than any obligation to make a payment)], that obligation will be suspended for the duration of the Force Majeure Event.

19. Termination
19.1 Either party may terminate the Agreement by giving to the other party [at least 30 days'] written notice of termination.
19.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
19.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement)]; or
(d) [if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.]

20. Effects of termination
20.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 3.9, 6, 9, 14.1, 14.3, 14.4, 14.5, 14.6, 14.7, 14.8, 14.9, 14.10, 14.11, 14.12, 14.13, 14.14, 14.15, 14.16, 14.17, 14.18, 17, 20, 23 and 21].
20.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
20.3 Within [30 days] following the termination of the Agreement for any reason:
(a) the Business must pay to the Provider any Charges in respect of Services provided to the Business before the termination of the Agreement; and
(b) the Provider must refund to the Business any Charges paid by the Business to the Provider in respect of Services that were to be provided to the Business after the termination of the Agreement,
without prejudice to the parties' other legal rights.

21. Notices
21.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:
(a) [[sent by email to the relevant email address specified through the Hosted Services], in which case the notice shall be deemed to be received [upon receipt of the email by the recipient's email server]]; or
(b) [[sent using the contractual notice mechanism incorporated into the Hosted Services], in which case the notice shall be deemed to be received [upon dispatch]],
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

22. General
22.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
22.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
22.3 The Provider may vary the Agreement by giving to the Business at least [30 days'] written notice of the variation. Subject to this, the Agreement may only be varied by a written document signed by or on behalf of each of the parties.
22.4 The Business hereby agrees that the Provider may assign the Provider's contractual rights and obligations under the Agreement to [any successor to all or a substantial part of the business of the Provider from time to time] OR [any third party] - providing that such action does not serve to reduce the guarantees benefiting the Business under the Agreement. The Business must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Business's contractual rights or obligations under the Agreement.
22.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
22.6 Subject to Clause 20.1, a Services Order Form, together with these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of that Services Order Form, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
22.7 The Agreement shall be governed by and construed in accordance with [English law].
22.8 The courts of [England] shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

23. Interpretation
23.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
23.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
23.3 References in these Terms and Conditions to "calendar months" are to [the 12 named periods (January, February and so on) into which a year is divided].
23.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

ACCEPTABLE USE POLICY

1. Introduction
1.1 This acceptable use policy (the "Policy") sets out the rules governing:
(a) the use of [the website at [quscan.com], any successor website, and the services available on that website or any successor website] (the "Services"); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
1.2 References in this Policy to "you" are to [any Business for the Services and any individual user of the Services] (and "your" should be construed accordingly); and references in this Policy to "us" are to [Qu Technologies Ltd] (and "we" and "our" should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before [you upload or submit any Content or otherwise use the Services].
1.5 You must be [at least 18 years of age] to use the Services; and by using the Services, you warrant and represent to us that you are [at least 18 years of age].

2. General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content[, and the use of Content by us in any manner licensed or otherwise authorised by you,] must not:
(a) [be libellous or maliciously false];
(b) [be obscene or indecent];
(c) [infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right];
(d) [infringe any right of confidence, right of privacy or right under data protection legislation];
(e) [constitute negligent advice or contain any negligent statement];
(f) [constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity];
(g) [be in contempt of any court, or in breach of any court order];
(h) [constitute a breach of racial or religious hatred or discrimination legislation];
(i) [be blasphemous];
(j) [constitute a breach of official secrets legislation]; or
(k) [constitute a breach of any contractual obligation owed to any person].
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Graphic material
4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question[, and in particular for children[ over 12 years of age]].
4.2 Content must not depict violence[ in an explicit, graphic or gratuitous manner].
4.3 Content must not be pornographic[ or sexually explicit].

5. Factual accuracy
5.1 Content must not be untrue, false, inaccurate or misleading.
5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true[; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion].

6. Negligent advice
6.1 Content must not consist of or contain any [legal, financial, investment, taxation, accountancy, medical or other professional] advice, and you must not use the Services to provide any [legal, financial, investment, taxation, accountancy, medical or other professional] advisory services.
6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

7. Etiquette
7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.
7.4 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
7.5 You must not use the Services for the purpose of deliberately upsetting or offending others.
7.6 You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
7.7 You must ensure that Content does not duplicate other content available through the Services.
7.8 You must ensure that Content is appropriately categorised.
7.9 You should use appropriate and informative titles for all Content.
7.10 You must at all times be courteous and polite to other users of the Services.

8. Marketing and spam
8.1 You must not[ without our written permission] use the Services for any purpose relating to [the marketing, advertising, promotion, sale or supply of any product, service or commercial offering].
8.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include [all unlawful marketing communications and unsolicited commercial communications].
8.3 You must not send any spam[ or other marketing communications] to any person using any email address[ or other contact details] made available through the Services or that you find using the Services.
8.4 You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.
8.5 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.

9. Regulated businesses
9.1 You must not use the Services for any purpose relating to [gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity].
9.2 You must not use the Services for any purpose relating to [the offering for sale, sale or distribution of drugs or pharmaceuticals].
9.3 You must not use the Services for any purpose relating to [the offering for sale, sale or distribution of knives, guns or other weapons].

10. Monitoring
10.1 You acknowledge that [we may actively monitor the Content and the use of the Services] OR [we do not actively monitor the Content or the use of the Services].

11. Data mining
11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

12. Hyperlinks
12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

13. Harmful software
13.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
13.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.