Terms of Service

Parties

  1. QMINDER LIMITED, a company incorporated in England (registration number 07858892) having its registered office at 20-22 Wenlock Road, London N1 7GU, England, United Kingdom (the "Provider"); and
  2. A company who’s representative sign’s up at www.qminder.com (the "Customer").

Background

Provider offers the Software as a Service waiting line management system in good faith to everyone, who sign’s up at www.qminder.com.

Agreement

  1. Definitions and interpretation
    1. In this Agreement

      "Customer Materials" all works and materials:

      1. uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer's account; and
      2. otherwise provided by the Customer to the Provider in connection with this Agreement;

      "Defect" means a defect, error or bug having a materially adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of:

      1. an act or omission of the Customer, or an act or omission of one of the Customer's employees, officers, agents, suppliers or sub-contractors; or
      2. an incompatibility between the Platform and any other system, application, program or software not specified.

      "Documentation" means the documentation produced by the Provider and made available on the Platform to the Customer specifying how the Platform should be used.

      "Personal Data" has the meaning given to it in the Data Protection Act 1998.

      "Platform" means the software platform known as Qminder that is owned and operated by the Provider, and that will be made available to the Client as a service via the Internet under this Agreement.

      "Term" means the term of this Agreement.

      "Upgrades" means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.

      "Location" means the one physical location or a part of a larger venue.

  2. Term
    1. This Agreement commences on the date of the sign-up, electronic via online acceptance or otherwise, and shall remain in effect for indefinitely until made clear otherwise by the Customer (the "Term").
    2. This Agreement automatically renews for successive monthly period (the "Renewals"), unless either party notifies the other party in writing, at least one (1) day before the end of the Term or any Renewals, of its election not to renew.
  3. The Platform
    1. The Provider will make available the Platform to the Customer as soon as practicable following the Effective Date.
    2. Subject to the limitations set out in Clause 3.3 the Provider hereby grants to the Customer a non-exclusive licence to use the Platform for the any reasonable Purpose via any standard web browser or supported hardware in accordance with the Documentation during the Term.
    3. The Customer must not use the Platform:
      1. in any way that is unlawful, illegal, fraudulent or harmful; or
      2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
  4. Support Services and Upgrades
    1. The Provider offers as much Support and Upgrades in good faith, as they see reasonable without any warrant response times or deadlines.
    2. The Provider may sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.
    3. The Provider guarantees answer to the Customer’s questions within 34 hours from received time about issues in the system.
    4. The Customer can reach the Provider for support questions using email support@qminder.com.
  5. Charges
    1. The Provider offers the Platform for The Customer for fixed price per month; per Location.
    2. The invoice will upfront and for the same length as the Customer’s contract with the user.
    3. The Customer will pay by credit-card form on www.qminder.com.
    4. All additional fees such as currency conversion and bank fees will be covered by the Customer.
    5. All custom development and projects shall be considered individually, needed to be confirmed with a signed agreement or a proposal and the charges will be based on the hourly prices set by The Provider at that time. Including the following:
      1. features requested by the Customer
      2. platforms to be supported;
      3. design and support materials;
      4. trainings and Support.
  6. Warranties
    1. The Customer warrants to the Provider that it has the legal right and authority to enter into and perform its obligations under this Agreement.
    2. The Provider warrants to the Customer:
      1. that it has the legal right and authority to enter into and perform its obligations under this Agreement;
      2. that it will perform its obligations under this Agreement with reasonable care and skill;
      3. that the Platform will perform as it is (subject to any Upgrades);
      4. that the Platform will be hosted by the Provider, and will be available to the Customer in accordance without any uptime commitments;
      5. the Platform (excluding for the avoidance of doubt the Customer Materials) will not infringe any person's Intellectual Property Rights in United Kingdom jurisdiction and under any applicable law;
      6. the Platform is and will remain free from viruses and other malicious software programs and uses HTTPS secure connection.
    3. The Customer acknowledges that:
      1. complex software is never wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;
      2. the Provider does not warrant or represent that the Platform will be compatible with any application, program or software not specifically identified as compatible;
      3. the Provider will not and does not purport to provide any legal, taxation or accountancy advice under this Agreement or in relation to the Platform and (except to the extent expressly provided otherwise) the Provider does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.
  7. Confidentiality
    1. The Provider will:
      1. keep confidential and not disclose the Customer Confidential Information to any third party;
      2. protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
  8. Termination
    1. Either party may terminate this Agreement by giving a written one (1) day notice to the other party if the other party:
      1. commits any material breach of any term of this Agreement, and:
        1. the breach is not remediable; or
        2. the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so;
      2. persistently breaches the terms of this Agreement (irrespective of whether such breaches collectively constitute a material breach).

The parties have indicated their acceptance of this Agreement by continuing to use the system at www.qminder.com.