Q-Hub Platform Terms Of Service

1. General Terms of Service

These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (these "Terms") constitute a legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of; https://platform.q-hub.app, https://www.q-hub.app, https://app.q-hub.co.uk and any related website owned or operated by Intelligent Quality Ltd (the "Sites"), and the use of, and registration with, Intelligent Quality Ltd Service (defined below) through the Sites, a mobile application or through any other means.

These Terms are between Intelligent Quality Ltd. ("INTELLIGENT QUALITY", "Q-Hub" "us", "we" or "our") a company registered in England, and you, either individually, as a company and/or legal entity, or on behalf of your employer or any other entity which you represent ("you" or "your", "Customer").

In case you represent your employer or another entity, you hereby represent that:

(i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and

(ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be).

Please note that you are deemed as an authorised representative of your employer or an entity (as applicable):

(i) if you are using your employer or an entity's email address in registering into the service; and

(ii) if you are an admin (as defined below).

As explained in Section 3, there are various types of users for the Service, thus, except where indicated otherwise "you" shall refer to Customer and all types of users.

You acknowledge that these terms are binding, and you affirm and signify your consent to these terms, by either:

(i) clicking on a button or checking a checkbox for the acceptance of these terms; or

(ii) registering to, using or accessing the service, sites or Q-Hub mobile application, whichever is earlier (the "effective date").

If you do not agree to comply with, and be bound by, these terms or do not have authority to bind your employer or any other entity (as applicable), please do not accept these terms or access or use the service or the Q-Hub sites or Q-Hub mobile or web application and/or service.

2. Our Service

The Q-Hub platform is a cloud-based visual work management tool that transforms the way companies manage tasks, carry out activities and communicate with the aim to build a seamless link between organisational departments, requirements and activities whilst maintaining requirements of the customers and other interested parties to include ISO regulatory bodies and expectations of all applicable standards, inclusive of any and all functionalities, application programming interface and tools offered as part of Q-Hub platform, offered online and via a mobile application (the "Service").

Specific Terms may apply to You or to some of the Service, such specific terms are incorporated herein by reference and form an integral part hereof our Service.

You hereby acknowledge that your purchase of the Service and/or Third-Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of:

(i) a certain Service beyond its current Subscription Term; or

(ii) Third Party Services, or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.

Ability to Accept Terms. If you access and use the Sites and/or the Service, you represent and warrant that you are at least 18 years old. The Sites and/or Service are only intended for individuals aged eighteen (18) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.

3. Account Registration and Administration

3.1. Account Registration

To register to the Service for the first time, you shall create an account with the Service. Creating an account ("Account") and registering to the Service you become, either individually or on behalf of your employer or any entity, on behalf of whom you created the Account, an Intelligent Quality customer ("Customer"). The first user of the Account is automatically assigned as the Account administrator (the "Admin").

3.2. Your Registration Information

When creating an Account or when you are added into an Account and creating your user profile (the "User Profile"), you:

(i) agree to provide us with accurate, complete, and current registration information about yourself.

(ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure.

(iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Service; and

(iv) undertake to promptly notify us in writing if you become aware of any unauthorised access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorised usage of the Account by either you or any other User or third party on your behalf.

3.3. User Verification

You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or the admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.

3.4. Account Admins

The admin(s) of an Account are, severally and jointly, deemed as the authorised representatives of Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Service and the Account, including, without limitation:

(i) control your (and other Users) use of the Account.

(ii) purchase, upgrade or downgrade the Service.

(iii) create, monitor or modify Users' actions and permissions.

(iv) manage the access to, control, remove, share activities or otherwise change, all or part of Customer Data (as defined below); and

(v) integrate or disable integration with Third Party Services.

(vi) You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered. Further details on Admin rights can be provided upon request.

3.5. Other Users

There are several types of Account users, such as View only and Standard users, all of whom are defined within the Service and referred to herein as "Authorised Users", and collectively with the admin, the "Users". The features and functionalities available to the Users are determined by the respective subscription plan governing such Account, and the privileges of each such Authorised User are assigned and determined by the Account Admin(s). Further information on the rights, permissions and definition of each of the various types of Authorised Users can be provided on request.

3.6. Responsibility for Authorised Users

Customer is solely liable and responsible for understanding the settings, privileges and controls for the Service and for controlling whom Customer permits to become a User and what the settings and privileges are for such User, including without limitation, the right for a User to invite other Users (either paid or unpaid), the right to incur charges on the Account, the right to access, modify or share information and create tasks activities, documents etc. Customer is responsible for the activities of all of its Users and how Users use the Customer Data, even if those Users are not from Customer's organisation or domain. Further, Customer acknowledges that any action taken by a User of Customer's Account, is deemed by us as an authorised action by Customer, hence Customer shall have no claim in this regard. It is the Customer's responsibility to be aware of all roles and rights that each user has before granting access to a user.

4. Your Customer Data

4.1. Customer Data

Customer Data is any data, file attachments, text, images, reports, personal information, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by you or any User and is processed by us on Customer's behalf (the "Customer Data"). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Service. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display Customer Data, and solely to the extent that reformatting Customer Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely:

(i) to maintain and provide you the Service.

(ii) to prevent or address technical or security issues and resolve support requests.

(iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms;

(iv) to comply with a valid legal subpoena, request, or other lawful process; and

(v) as expressly permitted in writing by you.

(vi) when an NDA (nondisclosure agreement) has been signed between Q-Hub and you, data can be accessed by authorised individuals of Intelligent Quality for the purposes of debugging the application for issues relevant to you.

4.2. Responsibility for Customer Data Compliance

You represent and warrant that:

(i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Service;

(ii) Customer Data is in compliance with, and subject to, our Acceptable Use Policy; and

(iii) Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, national and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the "Laws"); (c) violate any of your or third party's policies and terms governing Customer Data. Other than our security and data protection obligations expressly set forth in Section 7, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Intelligent Quality shall not monitor and/or moderate Customer Data and there shall be no claim against Intelligent Quality of not acting so.

4.3. No Sensitive Data

The Service is designed primarily for general business and compliance information. Certain types of information are subject to special protection under data protection and other laws ("Sensitive Data"). This may include, for example, special categories of personal data under Article 9(1) of the UK GDPR, or similar legislation in other jurisdictions.

Customer may choose to store limited amounts of Sensitive Data in the Service where this is necessary for the intended use of the platform as a compliance system (for example, information relating to audits, incidents or investigations). Customer remains solely responsible for:

(a) deciding whether it is appropriate to store such Sensitive Data in the Service.

(b) ensuring it has a lawful basis and all necessary notices and consents; and

(c) ensuring its instructions to us are compliant with applicable law.

Ownership of all Sensitive Data remains with Customer.

We will implement reasonable technical and organisational measures, as described in Section 7 (Privacy and Security) and in our Data Processing Agreement, to protect Customer Data (including any Sensitive Data) and will handle it in accordance with applicable legislation and law. However, Customer acknowledges that, except as expressly stated in these Terms and the Data Processing Agreement, we do not provide additional bespoke safeguards or functionality tailored to any particular category of Sensitive Data.

Notwithstanding the above, Customer shall not submit to the Service:

(i) any protected health information subject to HIPAA or similar legislation in another jurisdiction, unless Customer and Intelligent Quality have separately entered into a HIPAA Business Associate Agreement (or equivalent); or

(ii) credit, debit or other payment card data subject to PCI DSS or any other card scheme rules.

5. External Access and Sharing Features

5.1. Customer-Configured External Access

The Service includes features that allow Customer and its Authorised Users to grant external parties (including third parties who are not Authorised Users) access to certain functions, data, or content within Customer's Account. These features may include, without limitation, external user access to specific application modules, shared links, external submission forms, and data export or sharing tools.

Customer is solely responsible for:

(a) deciding which external access and sharing features to enable and how they are configured within Customer's Account;

(b) determining which external parties are granted access and the scope of that access, including what Customer Data is made available to them;

(c) ensuring that any external access granted is appropriate, authorised, and compliant with Customer's own internal policies, contractual obligations, and applicable law (including Data Protection Law); and

(d) reviewing and managing external access permissions on an ongoing basis, including revoking access where it is no longer required or appropriate.

5.2. Intelligent Quality's Obligations and Limitations

Intelligent Quality will maintain reasonable technical and organisational security measures in relation to the external access and sharing features provided as part of the Service, including access controls, authentication mechanisms, and permission settings as described in the Service documentation.

However, Intelligent Quality shall not be liable for any loss, damage, unauthorised access, or data disclosure arising from:

(a) Customer's or any Authorised User's decision to enable external access or sharing features, or the scope of access granted;

(b) Customer's or any Authorised User's failure to correctly configure, restrict, or revoke external access permissions;

(c) the actions or omissions of any external party to whom Customer or its Authorised Users have granted access; or

(d) Customer Data that has been made available to external parties through the proper functioning of the external access and sharing features as configured by Customer or its Authorised Users.

For the avoidance of doubt, this Section 5.2 does not limit Intelligent Quality's liability where a security breach, unauthorised access, or data disclosure results from a defect in the Service's own security mechanisms or from Intelligent Quality's failure to maintain the security measures described in Section 7 of these Terms and in the Data Processing Agreement.

5.3. No Monitoring of External Access Decisions

Intelligent Quality does not monitor, review, or approve the external access or sharing decisions made by Customer or its Authorised Users. It is Customer's sole responsibility to ensure that its use of external access and sharing features is appropriate and that adequate safeguards are in place within Customer's own organisation.

6. Intellectual Property Rights; License

6.1. Our Intellectual Property

The Service and Sites, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, "Intelligent Quality Materials"), are the property of Intelligent Quality and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and Intelligent Quality, We retain all right, title and interest, including all intellectual property rights, in and to the Intelligent Quality Materials.

6.2. Customer Reference

Customer agrees that Intelligent Quality may identify Customer by name and use Customer's logo on Q-Hub or Intelligent Quality's website, marketing materials, case studies, and public announcements, for the purpose of identifying Customer as a user of the Q-Hub platform.

As part of the onboarding process, Customer will be asked to confirm its reference preferences via the Q-Hub onboarding form, including whether Customer consents to the use of its name and/or logo for the purposes described above. Where Customer opts out of name and/or logo use during onboarding, Intelligent Quality will not use Customer's name or logo without Customer's subsequent written consent.

Customer may withdraw its consent to name and/or logo use at any time by providing written notice to Intelligent Quality at info@q-hub.co.uk, and Intelligent Quality will remove any such references within a reasonable period, not to exceed 30 days from receipt of such notice.

6.3. Your Access and Use Rights

Subject to the terms and conditions of these Terms, and your compliance thereof, and specifically in strict compliance with our Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Service and Sites, during the applicable Subscription Term, solely for Customer's internal purposes.

6.4. Use Restrictions

Except as expressly permitted in these Terms, you may not, and shall not allow an Authorised User or any third party to:

(i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Sites to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement.

(ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Sites.

(iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Sites, or any components thereof.

(iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Sites, or any part thereof.

(v) take any action that imposes or may impose (at Intelligent Quality's sole discretion) an unreasonable or disproportionately large load on the Q-Hub/Intelligent Quality infrastructure or infrastructure which supports the Sites or Service.

(vi) interfere or attempt to interfere with the integrity or proper working of the Service or Sites, or any related activities.

(vii) remove, deface, obscure, or alter Q-Hub/Intelligent Quality's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the Service or Sites without Intelligent Quality's prior written approval;

(viii) use the Service or Sites for competitive purposes, including to develop or enhance a competing service or product; or

(ix) encourage or assist any third party (including other Authorised Users) to do any of the foregoing.

6.5. Feedback

As a User of the Service and/or Sites, you may provide suggestions, comments, feature requests or other feedback to any of Intelligent Quality Materials, the Intelligent Quality Service, the API (in case you are the admin) and/or the Sites ("Feedback").

Such Feedback is deemed an integral part of Intelligent Quality Materials, and as such, it is the sole property of Intelligent Quality without restrictions or limitations on use of any kind. Intelligent Quality may either implement or reject such Feedback, without any restriction or obligation of any kind. You:

(i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third-party rights.

(ii) irrevocably assign to Intelligent Quality any right, title and interest you may have in such Feedback; and

(iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists' rights, or any other similar rights, worldwide, in or to such Feedback.

6.6. API Use

We may offer an application programming interface that provides additional ways to access and use the Service ("API"). Such API is considered a part of the Service, and its use is subject to all these Terms.

Without derogating from Sections 6.1 through 6.4 hereof, you may only access and use our API for Customer's internal business purposes, in order to create interoperability and integration between the Service and other products, services or systems you and/or Customer use internally. When using the API you should follow our relevant developer guidelines.

We reserve the right at any time to modify or discontinue, temporarily or permanently, your and/or Customer's access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.

7. Privacy and Security

7.1. Security

Intelligent Quality maintains technical and organisational security measures designed to protect the confidentiality, integrity and availability of Customer Data. Our information security management practices are designed to align with the requirements of ISO/IEC 27001 (or any successor standard), and, where we hold ISO/IEC 27001 certification for the Q-Hub platform, we will use reasonable endeavours to maintain that certification. We also maintain, or will use reasonable endeavours to obtain and maintain, certification under the UK Government's Cyber Essentials (or Cyber Essentials Plus, as applicable) scheme.

Further details of our security controls, certifications and audit standards are available upon request. Customer acknowledges that no system can be guaranteed as 100% secure and that, except as expressly set out in these Terms, we do not warrant that the Service is immune from unauthorised access or security breaches.

7.2. Privacy Policy

As a part of accessing or using the Service and the Sites, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about, you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.

7.3. Data Processing Agreement ("DPA")

By using the Service, Customer also accepts our Data Processing Agreement attached in the digital proposal, or provided separately, which governs the Processing of Personal Data (as both terms are defined in the DPA) on Customer's behalf, where such Personal Data is subject to the UK General Data Protection Regulation (UK GDPR) as defined in section 3(10) of the Data Protection Act 2018.

7.4. Anonymous Information

Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Service and/or Sites, and disclose it for the purpose of providing, improving and publicising our products and services, including the Sites and Service, and for other business purposes. "Anonymous Information" means information which does not enable identification of an individual, such as aggregated and analytics information. Intelligent Quality Ltd owns all Anonymous Information collected or obtained by Intelligent Quality or the Q-Hub platform.

8. Third Party Services; Links

8.1. Third Party Services

The Service enables you to engage and procure certain third-party services, products, apps and tools in connection with the Service, including, without limitation, third party applications and widgets offered via our integrations offering or which you decide to connect through our API, as part of the Service.

8.2. Independent Relationship

You acknowledge and agree that regardless of the manner in which such Third-Party Services may be offered to you, we merely act as an intermediary platform between you and such Third-Party Services, and we do not, in any way, endorse any such Third-Party Services, or shall be in any way responsible or liable with respect to any such Third-Party Services. Your relationship with such Third-Party Services and any terms governing your payment for, and use of, such Third-Party Services, including without limitation, the collection, processing and use of your data by such Third-Party Services, are subject to a separate contractual arrangement between you and the provider of a Third-Party Service (the "Third Party Agreement"). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third-Party Service with the Third Party Agreement.

8.3. Integration with a Third-Party Service and your Customer Data

Through the Service you and any other Authorised User within the Account, may enable an integration of your Account, including, areas within your Account (or a portion thereof), with Third Party Services, which will allow an exchange, transmission, modification or removal of data between us and the Third Party Service, including without limitation, Customer Data, the scope of which is determined by the applicable actions set by such integration.

You hereby acknowledge that any access, collection, transmission, processing, storage or any other use of data, including Customer Data, by a Third Party Service, is governed by the Third Party Agreement, including any applicable privacy policy, and Intelligent Quality is not responsible for any access, collection, transmission, processing, storage or any other use of data, including Customer Data, by the Third Party Service or for such Third Party Service privacy and security actions, inactions or general practices.

By integrating and/or using the Third-Party Services, you acknowledge and agree that:

(a) you are solely responsible for your compliance with applicable privacy restrictions, laws and regulations, including your use of the Third-Party Service and other data activities you may conduct or may permit third parties, including the Third-Party Service, to conduct.

(b) the activities and use of the data by you and any other Users within the Account, may result in a modification and/or removal of data, either in the Account (i.e. Customer Data) and in the integrated Third Party Service. We shall have no obligation of any kind, for any such modification and/or removal of data, either in the Account with us and/or the integrated Third Party Service.

8.4. Use Conditions and Limitations

Both Intelligent Quality and a Third-Party Service may impose, each at its sole discretion, additional conditions or limitations on your access and use of certain Third-Party Services, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be).

Such additional conditions or limitations shall be indicated wherever relevant within the Service or the Third-Party Service or otherwise notified to you or to any other relevant User of the Account.

8.5. Intelligent Quality Marketplace

Intelligent Quality may make available Third-Party Services through the Intelligent Quality Website or Q-Hub Platform. Your use of the Intelligent Quality Website or Q-Hub platform is subject to the Intelligent Quality Terms of Service.

8.6. Payment for Third Party Services

Third Party Services may be offered free of charge or for a certain fee, either charged directly by the Third-Party Service or by Intelligent Quality. Wherever the Third-Party Service requires a payment, it shall be indicated next to the offering of the Third-Party Service, unless such price is included within the Subscription Plan (as defined below) for the Service.

Whenever Intelligent Quality charges Customer on behalf of itself and not as an agent on behalf of the Third Party Service, the payment terms, including the payment of fees, renewal and refund policy, are governed by Sections 9 and 10 herein. Whenever Intelligent Quality charges Customer on behalf of the Third Party Services, then Customer acknowledges that Intelligent Quality serves only as an intermediary role in facilitating or collecting the applicable fees and taxes from Customer, for the Third Party Service, thus all payment related issues, including the payment of fees, renewal and refund policy, are governed by the Third Party Agreement.

8.7. Change of Fees

Customer acknowledges that Intelligent Quality and any Third-Party Service, may change the fees for the Third-Party Service from time to time, including imposing a new charge on a Third-Party Service that was provided for free.

8.8. Discontinuation of a Third-Party Service

Intelligent Quality and the Third-Party Service reserve the right to discontinue the use or suspend the availability of any Third-Party Service, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilise certain features and actions of the Third-Party Service along with our Service.

8.9. Links

The Sites, Service and/or any Third-Party Services may contain links to third party websites that are not owned or controlled by us (the "Links"). You acknowledge that we have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third-party websites. You:

(i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third-party website; and

(ii) expressly release us from any and all liability arising from your, and in case of a Customer, all Users', use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.

8.10. Limitations of Liability

Intelligent Quality bears no responsibility and/or liability for any links or third-party services, including without limitation, such third-party service's operability or interoperability with our service, security, accuracy, reliability, data protection and processing practices and the quality of its offerings, as well as any acts or omissions by third parties. By accessing and/or using the third-party services, you acknowledge that your access and use of the third-party services are at your sole discretion and risk, and you are solely responsible for ensuring such third-party service's operation and practices and its respective third-party agreement, meet your needs.

9. Subscription Term, Renewal and Fees Payment

9.1. Order Form

Our order form may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by Customer or any of the other Users to Q-Hub, including via mail, email or any other electronic or physical delivery mechanism (the "Order Form"). Such Order Form will list, at the least, the Service ordered, subscription plan, term and the associated fees payable.

9.2. Subscription Term

The Service is provided on a subscription basis for a minimum of 12 months, in accordance with the respective subscription plan purchased under such Order Form (the "Subscription Term" and the "Subscription Plan", respectively, and collectively the "Subscription").

Unless otherwise agreed, Customer must provide 60 days' notice before renewal to avoid automatic renewal.

We will send Customer a renewal reminder and any renewal offer we choose to make not less than 90 days before the end of the then-current Subscription Term, using the primary billing or account contact details we hold for Customer. Customer is responsible for ensuring that these contact details are kept accurate and up to date.

9.3. Subscription Fees

In consideration for the provision of the Service (except for Trial Service), Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (the "Subscription Fees"). Unless indicated otherwise, Subscription Fees are stated in GBP - Pounds.

Customer hereby authorises us, either directly or through our payment processing service, to charge such Subscription Fees via Customer's selected payment method, upon due date, generally in advance of the provision of the service. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer's existing subscriptions upon renewal. In the event of a failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.

9.4. Taxes

The Subscription Fees are exclusive of all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the "Taxes"), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.

9.5. Subscription Upgrade

During the Subscription Term, Customer may upgrade their Subscription Plan by either:

(i) adding Authorised Users.

(ii) upgrading to a higher type of Subscription Plan.

(iii) adding add-on features and functionalities; and/or

(iv) upgrading to a longer Subscription Term (collectively, "Subscription Upgrades").

Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won't, as indicated within the Service and/or the Order Form. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Order Form), either:

(1) prorated for the remainder of the then-current Subscription Term, or

(2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by Customer upon the date on which the Subscription Upgrade was made.

9.6. Adding Users

Customer acknowledges that unless agreed otherwise in an Order Form, any changes to the number of Users within a certain Account, shall be billed on a prorated basis for the remainder of the then-current Subscription Term. We will bill Customer, either upon the Users Increase or at the end of the applicable month, as communicated to Customer.

9.7. Excessive Usage

We shall have the right, including without limitation where we, at our sole discretion, believe that Customer and/or any of their Users, have misused the Service or otherwise used the Service in an excessive manner compared to the anticipated standard use (at our sole discretion), to offer the Subscription in different pricing and/or impose additional restrictions as for the upload, storage, download and use of the Service, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.

9.8. Billing

As part of registering, or submitting billing information, to the Service, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorises us (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Customer's payment method or designated banking account, and to make any inquiries that we may consider necessary to validate Customer's designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer's credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer's credit card company).

9.9. Subscription Auto-Renewal

In order to ensure that Customer will not experience any interruption or loss of services, Customer's Subscription includes an automatic renewal option by default, according to which, unless Customer disables the auto-renewal option or cancels its Subscription prior to its expiration in accordance with the 60-day notice period, the Subscription will automatically renew upon the end of the then applicable Subscription Term, starting a new 12 month Subscription Term, and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term).

Accordingly, unless either Customer or us cancel the Subscription prior to its expiration (prior to the 60-day notice cut off), we will attempt to automatically charge Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its Subscription (or disable the auto-renewal option), prior to its expiration, at any time by contacting our customer Success team on accounts@q-hub.co.uk. Except as expressly set forth in these Terms, in case a customer cancels their Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.

9.10. Discounts and Promotions

Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of its Subscription, Q-Hub will renew such a Subscription, at the full applicable Subscription Fee at the time of renewal.

9.11. Credits

Any credits that may accrue to Customer's Account, for any reason (the "Credits"), will expire and be of no further force and effect, upon the earlier of:

(i) the expiration or termination of the applicable Subscription under the Account for which such Credits were given; or

(ii) in case such Credits accrued for an Account with a Trial Subscription (as defined below) that was not upgraded to a Subscription Plan, then upon the lapse of 90 days of such Credits' accrual. Unless specifically indicated otherwise, Credits may be used to pay for the Services only and not for any Third Party Service or other payment of whatsoever kind. Whenever fees are due for any Services, accrued Credits will be first reduced against the Subscription Fees and the remainder will be charged from Customer's respective payment method. Credits shall have no monetary value (except for the purchase of Services under the limited terms specified herein) nor exchange value, and will not be transferable or refundable.

9.12. Payment through Reseller

If Customer purchased a Service from a reseller or distributor authorised by us ("Reseller"), then to the extent there is any conflict between these Terms and the agreement entered between Customer and the respective Reseller, including any purchase order ("Reseller Agreement"), then, as between Customer and Intelligent Quality, these Terms shall prevail.

Any rights granted to Customer and/or any of the other Users in such Reseller Agreement which are not contained in these Terms, apply only in connection with the Reseller. In that case, Customer must seek redress or realisation or enforcement of such rights solely with the Reseller and not Intelligent Quality.

For clarity, Customer's and its Users' access to the Service is subject to our receipt from the Reseller of the payment of the applicable Fees paid by Customer to said reseller. Customer hereby acknowledges that at any time, at our discretion, the billing of the Subscription Fees may be assigned to us, such that Customer shall pay us directly the respective Subscription Fees.

10. Refund Policy; Chargeback

10.1. Refund Policy

If Customer is not satisfied with its initial purchase of a Service, Customer may terminate such Service by providing us a written notice, within 30 days of having first ordered such Services (the "Refund Period"). In the event that Customer terminates such initial purchase of a Service, within the Refund Period, we will refund Customer the pro-rata portion of any unused and unexpired Subscription Fees pre-paid by Customer in respect of such terminated period of the Subscription, unless such other sum is required by applicable law, in the same currency we were originally paid (the "Refund"). The Refund is applicable only to the initial purchase of the Service by Customer and does not apply to any additional purchases, upgrades, modification or renewals of such Service. Please note that we shall not be responsible to Refund any differences caused by change of currency exchange rates or fees that Customer was charged by third parties, such as wire transfer fees.

After the Refund Period, the Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for Services actually received and enjoyed, we reserve our right to reject Customer's Refund request. Subject to the foregoing, upon termination by Customer under this Section 10.1 all outstanding payment obligations shall immediately become due for the used Subscription Term and Customer will promptly remit to Intelligent Quality any fees due to Intelligent Quality under these Terms.

10.2. Non-Refundable Services

Certain Services may be non-refundable. In such an event we will identify such Services as non-refundable, and Customer shall not be entitled, and we shall not be under any obligation, to terminate the Service and give a Refund.

10.3. Chargeback

If, at any time, we record a decline, chargeback or other rejection of a charge of any due and payable Subscription Fees on Customer's Account ("Chargeback"), this will be considered as a breach of Customer's payment obligations hereunder, and Customer's use of the Service may be disabled or terminated and such use of the Service will not resume until Customer re-subscribes for any such Service, and pay any applicable Subscription Fees in full, including any fees and expenses incurred by us and/or any Third Party Service for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without derogating from any other remedy that may be applicable to us under these Terms or applicable law.

11. Trial Service; Pre-Released Services

11.1. Trial Service

We will offer, from time to time, part or all our Services on a free, no-obligation trial version ("Trial Service"). The term of the Trial Service shall be as communicated to you, within the Service, in an Order Form, unless terminated earlier by either Customer or us, for any reason or for no reason. We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you. In respect of a Trial Service that is a trial version of the Subscription Plan (the "Trial Subscription"), upon termination of the Trial Subscription, we may change the Account web address at any time without any prior written notice.

11.2. Pre-Released Services

Note that we may offer, from time to time, certain Services in an Alpha or Beta versions (the "Pre-Released Services") and we use best endeavours to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.

11.3. Governing Terms of Trial Service and Pre-Released Services

The Trial Service and Pre-Released Services are governed by these Terms (including the limitations and exclusions of liability in Section 14), provided that, in respect of Trial Service and Pre-Released Services:

(i) such services are licensed hereunder on an "As-Is", "With All Faults" "As Available" basis, with no warranties, express or implied, of any kind;

(ii) the indemnity undertaking by us set forth in Section 16.2 herein shall not apply; and

(iii) in no event shall the total aggregate liability of Intelligent Quality, its affiliates or its third-party service providers, under, or otherwise in connection with, the Trial Service and/or any Pre-Released Services, exceed the total amount of Subscription Fees actually paid by Customer to Intelligent Quality for the Service during the twelve (12) months immediately preceding the event giving rise to such liability, as further described in Section 14.2. Where no Subscription Fees have been paid in such period, Intelligent Quality's aggregate liability in respect of the Trial Service and/or Pre-Released Services shall be zero.

12. Term and Termination; Suspension

12.1. Term

These Terms are in full force and effect, commencing upon the Effective Date, until the end of the Service underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.

12.2. Termination for Cause

Either Customer or us may terminate the Service and these Terms, upon written notice, in case that (a) the other party is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.

12.3. Termination by Customer

Customer may terminate its Subscription to the Service by cancelling the Service and/or deleting the Account, whereby such termination shall not derogate from the Customer's obligation to pay all applicable Subscription Fees except where such termination is made within the Refund Period.

In accordance with Section 10 above, unless mutually agreed otherwise by Customer and us in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Customer's obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and Customer shall not be entitled to a refund for any pre-paid Subscription Fees.

12.4. Effect of Termination of the Service

Upon termination or expiration of these Terms, Customer's Subscription and all rights granted to you hereunder shall terminate, and we may change the Account's web address.

It is Customer's sole responsibility to export all Customer Data prior to such termination or expiration. As a standard practice, Intelligent Quality will maintain Customer Data within the Service for a minimum of 90 days following the effective date of termination or expiry (the "Post-Termination Retention Period"), during which time Customer may access the Service on a limited basis in order to export Customer Data using the standard export tools described in the Service Level Agreement.

Intelligent Quality will provide Customer with reasonable prior written notice before deleting any Customer Data following the expiry of the Post-Termination Retention Period.

Following such notice, Customer Data will be deleted from active systems. Customer Data may be retained in backup systems for a limited further period in line with documented backup retention schedules, after which it will be overwritten or deleted in the ordinary course of business.

Customer acknowledges the foregoing and their sole responsibility to export and/or delete Customer Data during the Post-Termination Retention Period, and therefore we shall not have any liability either to Customer, nor to any User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Subscription Fees.

12.5. Survival

Sections 3.6 (Responsibility for Authorised Users), 4 (Your Customer Data), 7 (Privacy and Security), 8 (Third Party Services; Links), 9 (Subscription Term, Renewal and Fees Payment) in respect of unpaid Subscription Fees, 11.3 (Governing Terms of Trial Service and Pre-Released Services), 12 (Term and Termination; Suspension), 13 (Confidentiality), 14 (Limitation of Liability), 15 (Specific Laws; Reasonable Allocation of Risks) and 16 (Indemnification) shall survive the termination or expiration of these Terms and continue to be in force and effect in accordance with their applicable terms.

12.6. Suspension

Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the following events:

(i) we believe, at our sole discretion, that you or any third party are using the Service in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party.

(ii) we believe, at our sole discretion, that you or any third party are using the Service in breach of these Terms or applicable Law.

(iii) Customer's payment obligations, in accordance with these Terms, are or are likely to become overdue; or

(iv) Customer's or any of its Users' breach of the Acceptable Use Policy.

Except where we reasonably determine that an immediate suspension is necessary to protect the security, integrity, or availability of the Service, or to comply with applicable law, we will provide Customer with reasonable prior written notice (and in any event not less than 7 days' notice) before exercising our suspension rights under this Section 12.6, together with details of the grounds for the proposed suspension, and will give Customer a reasonable opportunity to remedy the relevant issue.

Where it is reasonable and lawful for us to do so, we will seek to limit any suspension in scope and duration to what is strictly necessary to address the relevant issue.

The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law.

13. Confidentiality

13.1. Confidential Information

In connection with these Terms and the Service (including the evaluation thereof), each party ("Disclosing Party") may disclose to the other party ("Receiving Party"), non-public business, product, technology and marketing information, including without limitation, the customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the "Confidential Information").

For the avoidance of doubt:

(i) Customer Data is regarded as Customer's Confidential Information, and

(ii) our Site, Service, Trial Service and/or Pre-Released Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information.

Confidential Information does not include information that:

(a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party.

(b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.

(c) is received from a third party without breach of any obligation owed to the Disclosing Party; or

(d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.

13.2. Confidentiality Undertakings

The Receiving Party will:

(i) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need-to-know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and

(ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.

13.3. Compelled Disclosure

Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

14. Limitation of Liability

Notwithstanding anything in these terms or elsewhere to the contrary and to the fullest extent permitted by applicable law:

14.1. Exclusion of Certain Types of Loss

In no event shall either party hereto and its affiliates, subcontractors, agents and vendors (including the third-party service providers), be liable under, or otherwise in connection with these terms for:

(i) any indirect, exemplary, special, consequential, incidental or punitive damages.

(ii) any loss of profits, costs, anticipated savings.

(iii) any loss of use, business, reputation, revenue or goodwill; and/or

(iv) any indirect or consequential loss of, or damage to, data,

whether in contract, tort or under any other theory of liability or otherwise, and whether or not such party has been advised of the possibility of such damages in advance, and even if a remedy fails of its essential purpose.

For the avoidance of doubt, nothing in this Section 14.1 excludes or limits liability for direct loss of, or damage to, Customer Data where such loss or damage is caused by Intelligent Quality's breach of its obligations under these Terms or the Data Processing Agreement.

14.2. Overall Limitation of Liability

Except for the indemnity obligations of either party under Section 16 (Indemnification) herein, your payment obligations hereunder or breach of our Acceptable Use Policy by either you or in case of a Customer, any of the Users underlying its Account, in no event shall the total aggregate liability of either party, its affiliates, subcontractors, agents and vendors (including its third-party service providers), under, or otherwise in connection with, these Terms (including the Sites and the Service), exceed the total amount of fees actually paid by you (if any) during the 12 consecutive months preceding the event giving rise to such liability. This limitation of liability is cumulative and not per incident.

14.3. Non-Excludable Liabilities

Nothing in these Terms limits or excludes either party's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability that cannot be limited or excluded under applicable law.

14.4. No Admission of Liability

No payment, service credit, remedy, or other action taken by Intelligent Quality under these Terms, the Service Level Agreement, or the Data Processing Agreement shall constitute or be construed as an admission of liability, fault, or wrongdoing by Intelligent Quality.

14.5. Service Unavailability

To the extent that the Service Level Agreement provides specific remedies for Service Unavailability (including, where applicable under an enterprise or enhanced support plan, service credits), such remedies shall be the Customer's sole and exclusive remedy in respect of any Service Unavailability. Claims for Service Unavailability may not be brought under this Section 14 to the extent that a specific remedy is provided for under the Service Level Agreement.

15. Specific Laws; Reasonable Allocation of Risks

15.1. Specific Laws

Except as expressly stated in these Terms, we make no representations or warranties that your use of the Service is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Service.

15.2. Reasonable Allocation of Risks

You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and we have relied on these limitations and risk allocation in determining whether to enter these Terms.

16. Indemnification

16.1. By Customer

Customer hereby agrees to indemnify, defend and hold harmless Intelligent Quality and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, "losses") incurred as a result of any third-party claim arising from:

(i) Customer's and/or any of its Users', violation of these Terms or applicable law; and/or

(ii) Customer Data, including the use of Customer Data by Intelligent Quality and/or any of its subcontractors, infringes or violates, any third party's rights, including, without limitation, intellectual property, privacy and/or publicity rights.

16.2. Intelligent Quality

Intelligent Quality hereby agrees to defend Customer, its affiliates, officers, directors, and employees, in and against any third party claim or demand against Customer, alleging that Customer's authorised use of the Service infringes or constitutes misappropriation of any third party's copyright, trademark or registered patent (the "IP Claim"), and we will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys' fees. Intelligent Quality's indemnity obligations under this Section 16 shall not apply if:

(i) the Service (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification;

(ii) if the Service is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or

(iii) any IP Claim arising or related to, Customer Data or to any events giving rise to Customer's indemnity obligations under Section 16.1 above. Without derogating from the foregoing defence and indemnification obligation, if Intelligent Quality believes that the Service, or any part thereof, may so infringe, then Intelligent Quality may in its sole discretion:

(a) obtain (at no additional cost to you) the right to continue to use the Service.

(b) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance; or

(c) if Intelligent Quality determines that the foregoing remedies are not reasonably available, then Intelligent Quality may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the Subscription Term.

This Section 16.2 states Intelligent Quality's sole and entire liability and your exclusive remedy, for any intellectual property infringement or misappropriation by Intelligent Quality and/or its Service and underlying technology.

16.3. Indemnity Conditions

The defence and indemnification obligations of the indemnifying party under this Section 16 are subject to:

(i) the indemnified party shall promptly provide a written notice of the claim for which an indemnification is being sought, provided that such indemnitee's failure to do so will not relieve the indemnifying party of its obligations under this Section 16, except to the extent the indemnifying party's defence is materially prejudiced thereby;

(ii) the indemnifying party being given immediate and exclusive control over the defence and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and

(iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party's expense, in the defence and/or settlement of such claim and not taking any action that prejudices the indemnifying party's defence of, or response to, such claim.

17. Modifications

Occasionally we may make changes to these Terms for valid reasons, such as adding new functions or features to the Service, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion.

Where we intend to make any material change to these Terms, we will provide Customer with not less than fourteen (30) days' prior written notice of the intended change before it takes effect. For non-material changes (such as typographical corrections, clarifications, or administrative updates that do not reduce Intelligent Quality's commitments or increase Customer's obligations), your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.

If a change to these Terms materially and adversely affects Customer and is implemented during an active Subscription Term, Customer may, by giving us written notice within thirty (30) days of being informed of the change, terminate its Subscription with effect from the date the change takes effect and, in that case, Customer will be entitled to a pro-rata refund of any pre-paid Subscription Fees for the unused portion of the Subscription Term following termination.

18. General Provisions

18.1. Translated Versions

These Terms were written in English and translated into other languages for your convenience. If a translated (non-English) version of these Terms conflicts in any way with their English version, the provisions of the English version shall prevail.

18.2. Force Majeure

Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, cyber attacks carried out in connection with or motivated by any act of terrorism, state-sponsored cyber operations (being cyber operations carried out by, at the direction of, or under the control of a state), interruption or failure of the Internet or any utility service, failures in third-party hosting or cloud infrastructure services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

18.3. Relationship of the Parties; No Third-Party Beneficiaries

The parties are independent contractors. These Terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to these Terms.

18.4. Notice

We shall use your contact details that we have in our records, in connection with providing you notices, subject to this Section 18.4. Our contact details for any notices are detailed below. You acknowledge notices that we provide you, in connection with these Terms and/or as otherwise related to the Service, shall be provided as follows: via the Service, including by posting on our Sites or posting in your account, text, in-app notification, e-mail, phone or first class, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of:

(i) receipt; or

(ii) 24 hours of delivery.

Notices to us shall be provided to Intelligent Quality Ltd active trading address.

18.5. Assignment

These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of Intelligent Quality and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorised under this Section 18.5 shall be null and void.

18.6. Severability

These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

18.7. No Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

18.8. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.