SpotQA Limited – Virtuoso Software Terms and Conditions

1.    DEFINITIONS

1.1

In these terms, the following words shall have the meanings set against them:

  1. Customer: the person agreeing to these terms;
  2. Documentation: the electronic documentation associated with the Software;
  3. Services: Supply (as software as a service) of the Software and Documentation in accordance with the access rights agreed by the parties in writing in relation to the Customer’s access to the Virtuoso Platform;
  4. Software: the Supplier’s web application quality assurance software known as ‘Virtuoso’ (as updated from time to time);
  5. Supplier: SpotQA Limited (company number 10339730);
  6. Term: the period of time from the date of this agreement agreed by the parties in writing;
  7. Virtuoso Platform: the Supplier’s platform at , or such URL as is notified to the Customer by the Supplier from time to time.

2.    SERVICES

2.1

The Supplier shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to these terms.

2.2

The Customer may use the Service and Documentation for its internal business purposes only.

2.3

Upon expiry of the Term the Customer shall have no further right to use the Services and the Documentation.

3.    RESTRICTIONS

3.1

Except as expressly set out in these terms or as permitted by applicable law, the Customer undertakes that it will not, and will not permit anyone else to:

  1. store, copy, modify, distribute, or resell any of the information or other content made available pursuant to the Services;
  2. compile or collect any such content as part of a database or other work;
  3. use any automated tool (e.g., robots, spiders) to access or use the Services;
  4. rent, lease, or sublicense the Customer’s access to the Services to another person;
  5. use any Services for any purpose except for Customer’s own internal use;
  6. circumvent or disable any digital rights management, usage rules, or other security features of the Services;
  7. use the Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Services; or
  8. remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Services.

4.    SUPPLIER'S OBLIGATIONS

4.1

The Supplier undertakes to provide the Services substantially in accordance with the Documentation and with reasonable skill and care.

4.2

The Supplier:

  1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

5.    CUSTOMER'S OBLIGATIONS

5.1

The Customer shall:

  1. provide the Supplier with all necessary co-operation, information and access in relation to this Agreement;
  2. ensure that no personal data (as defined in Data Protection Legislation) is entered in the Software;
  3. ensure that the Customer’s authorised users use the Services and the Documentation in accordance with these terms and the Acceptable Use Policy at https://www.virtuoso.qa/privacy-policy and shall be responsible for any authorised user's breach of these terms;
  4. be, to the extent permitted by law and except as otherwise expressly provided in these terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres;
  5. pay any charges on the agreed payment terms

5.2

The Customer acknowledges and agrees that it is in control of the uses to which it puts the Services and accordingly it shall indemnify and keep indemnified the Supplier against claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with the Customer's use of the Services and/or Documentation.

6.   LIMITATION OF LIABILITY

6.1

Except as expressly and specifically provided in these terms:

  1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction; and
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms.

6.2

The Customer acknowledges and agrees that theServices and the Documentation are provided to the Customer on an "as is" basis and that, save to the extent that it may not be limited or excluded by law, the Supplier shall have no liability to the Customer under or in relation to these terms.

7.   IPR AND CONFIDENTIALITY

7.1

The Supplier and/or its licensors own all intellectual property rights in the Software, Services and the Documentation.

7.2

The Customer owns all right, title and interest in and to all data inputted by the Customer (or on its behalf) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such data.

7.3

Each party shall hold any confidential information that it receives from the other party in confidence and only use it in the implementation of these terms.

8.   GENERAL

8.1

Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.

8.2

These terms and the terms agreed by the parties on the Platform constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

8.3

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms.

8.4

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

8.5

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) provided that theSupplier may enforce any judgement of the courts of England and Wales in the courts of any jurisdiction.