Terms of service
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The terms of service (Terms, as defined below) set forth herein govern all and any use of Qualitista's (as defined below) services (Service, as defined below), therefore please read the Terms carefully as by using our Services you (you or Client, as defined below) acknowledge that you have read, understood and agreed to be legally bound by these.
The Terms set forth herein form a legally binding contract between:
The Terms explain how the Client is permitted to use Qualitista's customer support quality improvement system accessible via the Website as well as via Mobile Application and all platforms, software, services or content associated with it (Service). A more detailed description of the Service can be found below under the section 'Nature of Service'.
The expressions indicated hereunder shall have the following meaning in the present Terms and in relation to it, the words used in the Terms in the singular shall also mean the plural and vice versa, and the words in the masculine gender shall also mean the feminine gender and vice versa.
1.1. Access Data – information needed to access the Client's user account as made available by Qualitista;
1.2. Affiliate – affiliate of any specified person shall mean any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person;
1.3. Client – a natural or legal person who has accepted the Terms;
1.4. Client Data – any and all information (incl Personal Data) uploaded to the Service system from any other platform (for example Zendesk, Intercom, etc) or created in the Service system or otherwise made available to Qualitista by the Client (incl. its employees, legal or authorized representatives) regardless of the format of such information;
1.5. Data protection incident – is the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to the Personal Data transmitted, stored or otherwise processed by Qualitista.
1.6. Data protection laws – are the following legal acts: (i) General Data Protection Regulation EU 2016/679 (hereinafter GDPR) (ii) EU e-Privacy Directive 2002/58/EU; (iii) any legal acts replacing or changing the latter legal acts in the future, and other applicable laws, regulations and codes of conduct regulating personal data processing (considering the changes to be made therein from time to time).
1.7. Licensor – any person from whom Qualitista obtains the right to use any intellectual property in connection with the Service;
1.8. Mobile Application - form of program running Qualitista's Services on a mobile device;
1.9. Party – Qualitista or the Client;
1.10. Personal Data – any information which directly or indirectly, separately or in combination with other available information enables identification of a natural person, such as name, e-mail address, IP address, personal identification code, photo, description, phone number etc uploaded by the Client to the Service system or otherwise made available to Qualitista by the Client;
1.11. Qualitista – Estonian private limited company OÜ Qualitista (Estonian commercial registry code: 14308859, registered address: Telliskivi street 60, 3rd floor, 10412 Tallinn, Estonia);
1.12. Service – Qualitista's customer support quality improvement system accessible via the Website as well as via Mobile Application and all platforms, software, services or content associated with it;
1.13. Subsidiary – subsidiary of any person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly by such person;
1.14. Terms – all terms and conditions regulating the provision of Services stipulated in this document or incorporated by reference to this document;
1.15. Website – all substance in any form made available on/through Qualitista's website, under http://www.qualitista.com or any of its sub-domains.
2. GENERAL TERMS
2.1. The Terms set forth herein apply regardless of the environment in which the Service is being used and the geographic location of such use and whether you register for the Service or the free trial of the Service. If you do not agree with the Terms or part thereof, please do not access or otherwise use the Service at Qualitista's Website, Mobile Application, or in any other way.
2.2. The Terms shall be effective between Qualitista and the Client as of the moment when the Client signs up for the Service and obtains access to the system and Services (regardless whether for free trial or not).
2.3. Qualitista reserves the right, at its sole discretion, to alter, modify or replace the Terms by notifying thereof in advance through the Webpage or the Mobile Application. Thus, please check periodically the Website for the most up to date version of the Terms. By continuing to use the Services after being informed of amendments as given above, the Client agrees to be bound by the amended Terms. Notwithstanding the above, the amended Terms shall become effective regardless of the use of the Services after 30 days have passed from the above-referred notification.
2.4. The Terms are in force between Qualitista and the Client for an indefinite term.
2.5. The Terms constitute the entire agreement between Qualitista and the Client relating to the subject matter hereof and supersedes and replaces all prior agreements and understanding between Qualitista and the Client with respect to that subject matter.
2.6. Upon agreeing to these Terms, the Client grants permission to Qualitista for using the Client's name and logo in Qualitista's marketing and sales materials.
3. PARTIES' OBLIGATIONS
3.1. Qualitista's obligations
3.1.1. Qualitista shall make the Services available to the Client in accordance with these Terms and provide standard support for the Services to the Clients.
3.1.2. Qualitista shall take economically reasonable efforts to maximize the uptime of the Services, with an objective of the availability of the Services of 24 hours a day, 7 days a week, except for any unavailability caused by circumstances beyond Qualitista's control.
3.2. Client's obligations
3.2.1. Upon creating the account via Website or Mobile Application (by means described in section 5), the Client shall provide information that is accurate, complete, and current at all times. Failure to do so constitutes breach of these Terms.
3.2.2. The Client shall be fully responsible for the activity that occurs under its user account and must notify Qualitista immediately of any breach of security relating to or unauthorized use of its account.
3.2.3. The Client is obligated to keep Access Data confidential and not to disclose the Access Data to any third parties. The Client shall be fully liable for the use of Access Data.
3.2.4. If the Client has forgotten its Access Data or suspects that the Access Data have become available to third parties, the Client shall change its Access Data immediately via its user account in the Website or Mobile Application, or give notice of it to Qualitista via e-mail firstname.lastname@example.org or at the Qualitista's Website. After receiving such notice, Qualitista will change the Access Data for the Client.
3.2.5. The Client shall ensure and be fully liable that it has all the rights, consents, licenses etc required for connecting its third-party customer communication platform (like Zendesk, Intercom) account to its Qualitista account via API (Application Programming Interface).
4. NATURE OF SERVICE
4.1. The Service provided by Qualitista allows the Client to access a customer support quality improvement system, enabling the Client to store, manage, review, comment, analyze and evaluate its customer conversations by connecting its third-party customer communication platform (like Zendesk) account to its Qualitista account via API. Once Client's third-party customer communication platform is connected to Client's Qualitista account, it will be possible for Qualitista to start downloading, saving and processing the conversations between the Client and its customers to the Qualitista software. Doing this, Qualitista will:
a) download and save Client's interactions with its customers (created in third-party customer communication platform) in Qualitista software;
b) save information about the users of the Client account (e.g. name, email, profile picture);
c) save content created within Qualitista system by the Client.
5. PAYMENT FOR SERVICE
5.1. By signing up to as a user of the Service in Website or Mobile Application, the Client shall have agreed to and accepted liability for the payment of all fees with the respective Service.
5.2. The default billing model for using the Service is credit based as Qualitista has explained on the pricing section, available at http://www.qualitista.com/pricing, which is incorporated by reference into these Terms
5.3. A new Client may be entitled to a free trial (i.e. a temporary access for trying out the Services free of charge) as explained on the Free Trial section available at http://www.qualitista.com/pricing, which is incorporated by reference into these Terms.
5.4. Qualitista may change its fees at any time by posting a new pricing structure to the Website and/or sending the Client a notification by email. In case the Client does not accept the new pricing, it may terminate the use of Service by deleting its account with Qualitista.
5.5. Qualitista shall give the Client a refund for prepaid credits if Qualitista stops providing the Services to the Client for a reason not laid out in the Terms (or as amended from time to time). The Client will not be entitled to a refund from Qualitista under any other circumstances.
5.6. All fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client shall be solely responsible for the payment of such taxes, levies or duties.
6. PROCESSING AND PROTECTING OF CLIENT DATA AND PERSONAL DATA
6.1. The Client acknowledges and agrees that any and all Client Data (including its lawfulness, quality, accuracy) shall be the sole responsibility of the Client. The Client shall be solely responsible for uploading Client Data via the Website or the Mobile Application through use of the Service.
6.2. In connection with Client Data, the Client confirms that: (i) it either owns its Client Data or has the necessary rights to use and authorize further use by Qualitista as stipulated by these Terms; (ii) it has the appropriate legal basis for processing of the Personal Data and for authorizing Qualitista to process the Personal Data in accordance with these Terms and (iii) performance of Parties' rights and obligations under these Terms does not and will not: (a) infringe, any third-party right, including any copyright, trademark, patent, trade secret, privacy right or any other intellectual property or proprietary right; (b) violate any applicable law or regulation; or (c) require obtaining a license from or paying any fees and/or royalties by Qualitista to any third party for the performance of the Services to the Client or for the exercise of any rights granted in these Terms.
6.3. The Client also determines the purposes and means of processing of the Personal Data, therefore the Client is considered the controller in the meaning of GDPR. As Qualitista provides the Service platform/system to the Client for storage, management, analysis and evaluation of its customer support and has no direct relation with the customers of the Client and has no individual interest in processing of the Personal Data, Qualitista is the processor of the Personal Data in the meaning of GDPR, processing the Personal Data in accordance with the Terms and for the purposes of rendering Services to the Client.
6.4. The Client acknowledges and approves that Qualitista may in an aggregated or anonymized format use the Client Data for Qualitista's internal analysis with the aim to improve the quality of and develop the Services by adding functionality, new features, etc.
6.5. The Client shall at all times ensure that processing of the Client Data by it is lawful and in compliance with applicable legal acts (including data protection laws). By uploading Client Data to the Service platform/system, the Client authorizes Qualitista to process the Client Data as stipulated in these Terms and as described in section 4.1 above.
6.6. These Terms constitute the data processing contract between the Client as the data controller and Qualitista as the data processor for the purposes of GDPR Article 28. The Client hereby instructs the Supplier to process the data as described in these Terms.
6.7. Upon processing the Personal Data Qualitista shall:
6.7.1. process the Personal Data only within the scope required according to the Terms and for provision of the Services or in any other way according to the instructions of the Client;
6.7.2. apply appropriate technical and organizational measures, inter alia those listed in GDPR Article 32(1), if appropriate, in order to protect the Personal Data against unauthorized or unlawful processing and accidental or unlawful loss, destruction, damage, alteration or disclosure; ensure the performance of the Personal Data protection laws; and ensure the protection of rights of data subjects;
6.7.3 shall refer all requests or inquiries by data subjects (customers or employees of the Client) to the Client without responding to such requests;
6.7.4. guarantee that all employees of Qualitista related to the provision of Services are bound by confidentiality obligation;
6.7.5. transfer the Personal Data outside EU only in compliance with conditions laid down in GDPR Chapter V;
6.7.6. make available information reasonably required by the Client to demonstrate the fulfilment of the obligations of the Client as the controller and Qualitista as the 6.7.7. processor on the basis of GDPR Article 28;
6.7.8. enable the Client or the auditor authorized by the Client to perform the Personal Data processing and protection related audits and contribute to their conduct;
6.7.9. shall immediately inform the Client of any data protection incident and take all measures required to remedy/mitigate the consequences of data protection incident, unless the Client has advised otherwise;
assist the Client in fulfillment of the obligations stipulated in GDPR Articles 32-36, taking into consideration the method of processing of Personal Data and the information available for Qualitista.
6.8. By accepting the Terms, the Client gives Qualitista a general authorization (in the meaning of GDPR Article 28(2)) to involve processors for the purposes of providing the Services. Qualitista shall inform the Client of any intended changes concerning the addition or replacement of other processors, thereby giving the Client the opportunity to object to such changes. The inform will be given in accordance with the procedure of modifying the Terms as provided under clause 2.4 of the Terms.
6.9. The processors currently used by Qualitista for provision of the Services, inter alia for processing of the Personal Data:
A service we use for communicating with visitors on the website and inside the Qualitista application. Based in the US (Privacy Shield certified).
- Digital Ocean
Our web-hosting provider, servers based in the European Union. Company based in the US (Privacy Shield certified).
Qualitista's online authentication service provider. Based in the US (Privacy Shield certified).
6.10. If Qualitista uses the processors for carrying out specific processing operations with the Personal Data, it will do it based on the written contract concluded with such processor, by which the processor, when processing the Personal Data, is obliged to follow at least data protection terms equal to the terms provided in these Terms In any case Qualitista shall remain fully liable for the fulfillment of the obligations related to processing and protection the of Personal Data by its representatives, employees and sub-contractors.
6.11. Qualitista will process Personal Data on behalf of the Client until the termination of the Services as stipulated in the Terms. Upon termination of the Services, Qualitista will store all content provided by the Client in the course of using the Services (incl the Personal Data) for a period of 3 months, to enable the Clients to request transfer of such data to the Client or reopen the Client account for continuing the use of the Services, unless otherwise instructed by the Client.
6.12. After the storage period referred to in section 6.11 above or at the request of the Client, Qualitista shall delete all the Personal Data, unless EU or Estonian law requires storage. If Qualitista has used sub-processors for processing of the Personal Data it shall cause them to do the same.
6.13. Notwithstanding the provisions of this section 7, Qualitista may disclose a Client Data (incl Personal Data) to the extent obligated by applicable laws. In such case, Qualitista will use reasonable efforts to provide Client with prior notice of such disclosure (to the extent legally permitted). Should the Client desire to contest the disclosure of the Client Data, it shall provide Qualitista a reasonable assistance, at the cost of the Client,.
7. INTELLECTUAL PROPERTY
7.1. The Service includes copyright, trademarks, domain name and business name, trade secrets and know-how, and other assets and benefits commonly regarded as intellectual property, whether registered or not, which are and remain the exclusive property of Qualitista.
7.2. Qualitista grants to the Client a limited, non-exclusive, non-transferable and non-sublicensable license to use the software and the content provided via the Website and Mobile Application only in such manner as necessary for using of the Service for its intended purpose by the Client (and only by Client) and only during the time of the validity of the Terms between the Client and Qualitista.
7.3. The Client shall not acquire any right thereto or interest therein or otherwise in connection with the Service. Unless the Client has agreed otherwise in writing with Qualitista, nothing in the Terms gives the Client a right to use any of Qualitista's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
7.4. The Client undertakes, that it will not use any device or software to interfere or attempt to interfere with the proper functioning of the Service; copy, modify, reproduce or create derivative works from, or decompile, reverse engineer or otherwise attempt to derive source code from the software that is being used to provide the Service and also that it will not create or attempt to create any product or service that it substantially similar to or otherwise competes with the Service.
7.5. Qualitista may, in its sole discretion, disable, close or restrict access to Services to any Client that has infringed anyone's intellectual property rights.
7.6. The software used by the Client in relation to the use of the Services may from time to time automatically download and install updates. The updates are designed to improve, enhance and further develop the Services. The Client agrees to receive such updates (and permit Qualitista to deliver these to it) as part of the use of the Services.
8. DISCLAIMER, LIMITATION OF LIABILITY
8.1. The Service is provided by Qualitista on "as is" and "as available" basis.
8.2. In particular, Qualitista, its Subsidiaries and Affiliates, and Licensors do not represent or warrant that: (i) the Client's use of the Service will be free from viruses or other harmful components or will meet the Client's requirements; (ii) the Client's use of the Services will be uninterrupted, timely, available at any particular time or location, secure or free from error at all times; and (iii) that defects in the operation or functionality of any software provided to the Client as part of the Services will be corrected.
8.3. Qualitista is not responsible for the accuracy and content of the information entered into the Service platform/system via Website or Mobile Application by the third parties nor for the damages to the Client, arising from the use of such information contained in the system, Website or Mobile Application.
8.4. Insofar as not prohibited under applicable laws, Qualitista, its Subsidiaries and Affiliates, its Licensors shall not be liable to the Client for: (i) any indirect or consequential losses which may be incurred to the Client, including any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by the Client; (ii) any loss or damage which may be incurred to the Client as a result of: (a) any reliance placed on the completeness, accuracy or existence of any information received via the Service; (b) any changes which Qualitista may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services); (c) the deletion of, corruption of, or failure to store, any content and other information maintained or transmitted by or through the use of the Services; (d) the Client's failure to provide Qualitista with accurate account information; (e) the Client's failure to keep its password or account details secure and confidential.
8.5. In no case shall the liability of Qualitista, its Subsidiaries, or Affiliates exceed the amount equal to the fees paid by the Client for the Services during the last 6 months preceding the incident that gave rise to Qualitista´s liability hereunder.
9.1. Qualitista has the right to terminate these Terms by cancelling access to the Service unilaterally and without prior notification or without returning to the Client the fee paid for the Service, if the Client has violated these Terms and has not eliminated the violation within 10 workdays as of the receipt of a respective notice from Qualitista by e-mail.
9.2. The Client has the right to terminate these Terms and cancel use of the Service at any time and without any reason, by deleting its account. The Client must log on to the Service, go to "Settings" and click on "Cancel my account". In such case, the Client does not have the right to request the return of the fee paid for the ordered Service.
9.3. The Client agrees that upon any termination of these Terms all rights that the Client has been granted hereunder will terminate.
9.4. The Client is responsible for the damages caused to Qualitista through the violation of these Terms
10. GOVERNING LAW
10.1. These Terms shall be governed and construed in accordance with the laws of Estonia, without regard to its conflict of law provision.
10.2. The Client and Qualitista shall make the effort to resolve the disputes arising from these Terms by way of negotiations. In the event the Client and Qualitista fail to reach an agreement in the dispute, it shall be subject to the exclusive jurisdiction of Harju County Court. The Client hereby irrevocably submits to the aforesaid jurisdiction and waives any and all objections they may have to such jurisdiction on the grounds of inconvenient forum or otherwise.
10.3. Should Qualitista fail to enforce any right or provision of these terms, it will not be considered a waiver of those rights.
10.4. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provision of these Terms will remain in effect.
11. CONTACT US
11.1. If you have any questions about these Terms, please contact us, by sending an email to email@example.com.