These General Terms and Conditions set out the contractual relationship between qUorate Limited, a company registered in Ireland with the Companies Registration Office under company number 789009 (the “Provider”), acting as distributor and central point of contact of the online service known as quorate.io (the “Service”), and the users of the Service (the “Customers”).
The Service is offered to professionals acting in the course of their trade, business or profession, and not to consumers. By registering for or using the Service, the Customer confirms that it acts in that capacity.
These General Terms apply together with the Provider’s Commercial Terms and Conditions (the “Commercial Terms”), which set out the fees, payment, term and other commercial arrangements applicable to the Customer. Terms defined in the Commercial Terms have the same meaning here.
Subject matter of the contract
The Provider gives Customers access to the Service, a specialised platform designed to match financial services companies with ideal board members efficiently and effectively.
The Service may contain data and information, including documents, confidential information, and personal and company data. Customers upload such material at their own discretion and under their own full responsibility (“Customer Data”).
Access to the Service and conclusion of the contract
To obtain access, the Customer must register on the Provider’s website with the identification details requested and accept these General Terms and the Commercial Terms. The Customer is then given access credentials with which to log in and use the Service.
Where registration with a related platform or membership is a prerequisite for the Service, the Customer must first complete that registration and accept the terms that apply to it.
Online registration creates a contractual relationship between the Provider and the registered Customer, subject to the Commercial Terms.
The Provider may waive or adjust charges in the context of promotional offers. Before a chargeable contractual relationship is concluded, the Customer will be informed of the commercial terms that apply to it.
Unless the Commercial Terms provide otherwise, each registration may be used by one user only.
Commercial Terms
Fees, invoicing, payment terms, late-payment consequences, and any other commercial matters are set out in the Commercial Terms, which form an integral part of the contract between the Provider and the Customer.
The Customer must pay all amounts due in accordance with the Commercial Terms.
If payment is not made as required by the Commercial Terms, the Provider may exercise the rights set out there, which may include suspending the Customer’s access to the Service. Suspension does not relieve the Customer of its payment obligations.
If these General Terms and the Commercial Terms conflict on a commercial matter, the Commercial Terms prevail. On every other matter, these General Terms prevail.
Data protection and security
Information on the processing of personal data, including Customer Data, and on the Customer’s data protection rights is set out in the Provider’s data protection notice, available on its website.
The Provider and its service providers make continuous efforts to protect Customers from disruptions such as hacker attacks and spam, and maintain organisational and technical standards for that purpose. The Customer must familiarise itself with, and follow, the Provider’s security guidance before using the Service, and must follow the Provider’s recommendations for correcting any error or anomaly. The Provider disclaims all liability if the Customer refuses to follow such recommendations, unless the Customer has legitimate and important reasons for doing so.
The Customer must report IT and communication problems by email to human@quorate.io.
Term, renewal and termination
The initial term, any renewal, and the notice required to terminate or prevent renewal are set out in the Commercial Terms. Termination may be made by the method described in the Commercial Terms, and may be reviewed and confirmed by the Provider.
Either party may terminate the contract in the event of a breach of its obligations under these General Terms by the other party, where the defaulting party has not remedied the breach within the cure period stated in the Commercial Terms after receiving written notice (including by email) that identifies the breach and states the intention to terminate.
Termination does not affect any rights or obligations that have accrued before termination, or any provision intended to continue after it, including provisions on liability, intellectual property, confidentiality and governing law.
Liability of the Provider
The Provider acts only as distributor of the Service and as contact person for Customers.
The Provider assumes no liability for any misuse of information or content provided through the Service. Although such use is prohibited, Customers may use the Service in an inadmissible or unlawful manner. The Provider’s liability for any unauthorised or unlawful use of the Service is excluded.
The Provider does not guarantee uninterrupted usability or accessibility of the Service. In particular, the Provider is not liable for disruptions to the quality of access caused by force majeure or events beyond its control. Unauthorised access to Customer Data by third parties is not the Provider’s liability unless it results from the Provider’s gross negligence or wilful misconduct. In any case, the Provider is not liable for damage suffered by a Customer because of a lack of security in the Customer’s own hardware and software.
The Provider aims to make the Service available continuously with high availability, but full and continuous accessibility over the internet cannot be guaranteed. Downtime for software adjustments, general maintenance, technical problems, force majeure, faults of third parties or service providers, or issues with the Customer’s own hardware or connectivity is excluded. The Customer is responsible for using current IT and browser technology so that it can use the Service in full, and understands that outdated or non-standard technology may limit use of the Service.
In the event of technical issues, the Customer must contact the Provider by email at human@quorate.io. The Provider will take up the issue as soon as reasonably possible during the Provider’s working days.
Duties of the Customer and responsibility
The Customer must make all payments due to the Provider on time, as set out in the Commercial Terms.
The Customer is solely responsible for the content of its registration, including the information it provides about itself and others and the data and documents it uploads to the Service. The Customer warrants that all Customer Data is true and accurate. A Customer that gives false statements or uses the Service for fraudulent purposes may face civil and criminal proceedings.
The Customer must use the Service only for its own legitimate business purposes.
The Customer will indemnify and hold the Provider harmless, to the maximum extent permitted by applicable law, from any action, damage, loss or claim arising from the Customer’s wrongful use of the Service. This applies in particular to damages for violation of privacy rights, insult, defamation, breach of these General Terms, and violation of intellectual property or other proprietary rights.
The Customer must not misuse the Service, and in particular must not upload any data containing a virus or other harmful software.
Failure to comply with the obligations in this section may result in one or more of the following: a warning; a limit or restriction on the use of the Service; blocking of access until the facts are clarified, in particular where there are multiple complaints from other Customers; a request for comments on suspected breaches of contract or law; partial deletion of content. It may also lead to immediate termination of the contract and to civil or criminal consequences. A block on access does not change the Customer’s obligation to pay for the Service.
Communication
The Provider communicates with Customers by email or through its website, including for registration, acceptance of these General Terms and the Commercial Terms, data protection provisions, contract confirmation, invoices and reminders. Postal communication is excluded for the conclusion of the contract, but may be used for matters relating to the conclusion of the contract, payment or email communication.
Access credentials are sent after registration. The Customer must keep its password confidential.
Rights of use and copyright
All content of the Service, including text, images, photographs, logos, trade names, domain names, video and audio material, source code, software and databases, is protected by copyright, trademark, design, database and other applicable intellectual property rights, whether registered or capable of registration (the “Protected Content”).
Except as provided in these General Terms, it is prohibited to reproduce, copy, adapt, translate, edit, distribute, communicate, extract from a database, re-use, create derivative works from, or otherwise exploit the Protected Content, in whole or in part and on any medium, without the Provider’s prior written and specific permission.
Access to and use of the Service does not grant any licence over the Protected Content, except where these General Terms say otherwise. The Customer may print or temporarily store unaltered copies of the Protected Content for its own internal use.
Applicable law and competent court
These General Terms, and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by the laws of Ireland.
Any dispute arising out of or in connection with these General Terms is subject to the exclusive jurisdiction of the courts of Ireland.
Other provisions
The Provider may commission third-party service providers and agents in any jurisdiction to provide part or all of the Service.
If any provision of the contract or of these General Terms is or becomes invalid, or the contract is incomplete, the remaining provisions are not affected.
The contractual language is English.
The Customer may download the current General Terms as a PDF file free of charge at any time.
The Provider may modify the Service at any time, including because of a change in the legal situation or an administrative or court decision. Without significant impact on the Customer, the Provider may also change the Service where security gaps or purely technical or procedural changes require it. Changes with only an insignificant impact on the functions of the Service are not affected by this clause.
The Commercial Terms, any order form and these General Terms together form the entire agreement between the Provider and the Customer for the Service.