QuarterUp Terms and Conditions
Software as a Service
1 – Definitions
Agreement: the agreement between the Client and QuarterUp, which consists of the SaaS-agreement and these Terms and Conditions;
Client Account: the personal environment of the Client within the Service, which is managed by the Client and to which the Client obtains access after entering his Login Details;
Client: the legal entity that has entered into an Agreement with QuarterUp for the use of the Service;
Content: all information or materials that the Client provides to QuarterUp through the use of the Service, including but not limited to marketing materials and the personal details or other information regarding Users and Customers;
Customer: the (potential) end-client of the Client, such as a subscriber or a contributor;
IP Rights: all intellectual property rights and related rights such as copyright, trademark rights, patent right, trade name right, design right, trade name rights, database rights and neighboring rights, as well as rights to know-how and sui generis intellectual property rights;
Login Details: a user name and a password with which the Client or User obtains access to the Service;
Parties: the Client and QuarterUp;
Reports: all output of the Service, including reports, graphs, diagrams and overviews, that is produced by the Client or the User using the Content;
Service: the service provided by QuarterUp to the Client under the Agreement, as further set out in Article 3;
SLA: an agreement in which the responsibilities of the Parties regarding maintenance, support and availability are set out;
Software: the software, developed by QuarterUp or its licensors;
Terms and Conditions: these terms and conditions of QuarterUp;
User: an employee of the Client that is allowed to access and use (parts of) the Service through the User Account;
User Account: the personal environment of the User within the Service, which is managed by the User and to which the User obtains access after entering his Login Details;
These are just some definitions that made writing the rest of this document a lot easier for us.
2 – Agreement
- These Terms and Conditions are applicable to all legal acts of QuarterUp, all legal relationships between Parties and all offers and Agreements. Deviations from and additions to the Terms and Conditions are only valid if they have been agreed in writing between the Parties.
- The applicability of any of the Client’s purchasing conditions or other conditions is expressly rejected.
- All offers by QuarterUp are without engagement and are valid for a term of two months.
- Amendments or additions to agreed Services at the request of the Client may only take place with the written consent of QuarterUp. QuarterUp is not obliged to comply with a request for additional services and is allowed to request the conclusion of a separate agreement.
Since you will be using our software, we make the rules regarding our agreement.
3 – Service and availability
- The Service consists of making available remotely the Software to the Client through the Client Account. The Client can use the Service for the management of team’s goals.
- The Client obtains access to the Service through a Client Account. The Client can provide a User with access to (parts of) the Service through a User Account.
- QuarterUp shall make every effort to ensure that the Service is provided with due care and in accordance with the Agreement. QuarterUp shall provide the Service on the basis of a best efforts obligation, unless and in so far as otherwise stated in the Agreement.
- QuarterUp shall under no circumstances be obliged to provide the Client with a physical data carrier containing the Software to be made and kept available to the Client in the context of the Service.
- QuarterUp shall under no circumstances be obliged to make (1) modifications of the Software or Services that were not performed by or on behalf of QuarterUp; (2) the combination, operation, or use of the Software or Services in connection with a third-party product, software, or service; or (3) QuarterUp’s compliance with your written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by you.
- QuarterUp may make adjustments to the content or scope of the Service. QuarterUp will inform the Client of this as early as possible. In the event that the amendment(s) result in a modification of the Service which is substantial in relation to the Service as defined in this Agreement, Client is entitled to terminate the Agreement in writing within thirty days after the notification as of the date on which the adjustment would take effect, without QuarterUp becoming liable for any damages as a result of the adjustments or the termination.
- QuarterUp may temporarily take the Service offline in full or in part and/or restrict its use if, in its view, this is necessary, for example for purposes of preventive, corrective or adaptive maintenance. QuarterUp will notify the Client of the temporary unavailability or restricted use of the Service as soon as reasonably possible. In case of emergency, due to which the Service has to be taken offline or restricted immediately, QuarterUp will inform the Client as soon as reasonably possible.
- Notwithstanding the other provisions of these Terms and Conditions, the activities performed by the Client in using the Service, including the provision of Content and the use of Reports, shall not:
- be misleading;
- be intended to replace or replicate the Service or compete with QuarterUp in any way;
- attempt to interfere with, intercept, disrupt, filter, or disable any features of the Service;
- be contrary to the purposes of the Service;
- harm the interests or reputation of QuarterUp.
We do our very best to offer you great service. If for some reason we are required to change something, we’ll keep you posted and will try to keep impact to a minimum.
4 – Accounts
- The Service will be delivered through the setup of a Client Account. After delivery the Service shall be deemed to comply with all specifications as set out in the Agreement.
- The Client is responsible for maintaining secrecy with regard to the Login Details for the Accounts. As soon as the Client knows or has reason to suspect that his Login Details have come into the hands of unauthorised persons, the Client must inform QuarterUp of this without delay, without prejudice to his own obligation to immediately take effective action, such as modifying his Login Details. The Client therefore accepts and acknowledges that the Client is at all times responsible and liable for the use of the Service by third parties via the Client’s Account. The Client indemnifies QuarterUp against any and all damage and costs arising from and/or related to the use of the Service by third parties via the Client’s Account.
- The Client can create User Accounts. The part of the Service that the Users can access through their User Accounts is limited.
- The Client is responsible and liable for any and all use of the Service by the Users and warrants that the Users comply with the provisions of the Agreement and the Terms and Conditions.
You start off with a main “admin” account, and with it can create as much users as you need for which you are responsible yourselves.
5 – Payment
- The prices for use of the Service are stated in the offer. Prices are composed as a fixed price per month for each of the User account that have been created by the Client account, with the prices depending on the chosen monthly or annual plan and pricing point at the time of purchase of the User account;
- Prices are exclusive of VAT and other government levies, unless stated otherwise. All amounts are in the currency as specified in the offer, and all amounts will be paid in that currency as well.
- QuarterUp is authorised to adjust the current prices in writing with a period of notice of at least three months. If the Client does not wish to agree to such adjustment, the Client is entitled to terminate the Agreement in writing within thirty days after the notification as of the date on which the adjustment would take effect,.
- QuarterUp will invoice the Client at the end of each month.
- Payments must take place within 14 days after the invoice date, unless explicitly agreed otherwise in writing.
- If, after this period has expired, QuarterUp has not yet received payment (in full), the Client is immediately in default without any advance demand or notice of default being required. From the time of default, the Client owes interest equal to the statutory interest for commercial transactions.
- If the Client remains in default of payment of the claim after a reminder or notice of default, QuarterUp may decide to:
- suspend the performance of the Agreement and deny access to the Service; and/or
- refer the debt for collection. In that case all costs incurred by QuarterUp, such as costs of the action and extrajudicial and court costs, including the costs of legal assistance, process servers and collection agencies, incurred in connection with late payments are charged to the Client. The extrajudicial costs are fixed and come to at least 10% of the amount of the invoice with a minimum of €150,- exclusive of VAT
- Complaints in relation to invoices and/or the Service do not suspend the Client’s payment obligations.
For each month in which you had active user accounts, you are obliged to pay their monthly fee.
6 – IP Rights
- The IP Rights in relation to the Service, including the IP Rights on the Software and the Reports are held by QuarterUp or its licensors. To the extent that such a right can only be obtained by means of filing or registration, QuarterUp is exclusively authorised to do so. Nothing in the Agreement is intended to entail any transfer of IP Rights to the Client.
- If the Client complies in full with its obligations pursuant to the Agreement with QuarterUp, QuarterUp will grant the Client a limited, personal, revocable, non-exclusive, non-sublicensable and non-transferable right to distantly access and use the Service, including the Software and the Reports, in accordance with the Agreement.
- Save to the extent that it is allowed by mandatory statutory law, the Client may not modify, reproduce or decompile the Software or apply reverse engineering to the Software. Furthermore, removal and/or circumvention of security measures or technical limitations (to use) of the Service and/or the Software is not allowed.
- Any IP Rights that vest in the Client, including but not limited to IP Rights in the Content, remain vested in the Client. By using the Service, the Client grants QuarterUp a royalty-free, unencumbered, sub-licensable, non-exclusive license to use and reproduce the Content, only insofar as is necessary in connection with providing the Service. QuarterUp will remove the Content immediately after termination of the Agreement.
We respect the copyright of others, so should you.
7 – Warranties and indemnifications
- QuarterUp provides the Software “AS IS” and with all faults, and hereby disclaims all other warranties and conditions, of fitness for a particular purpose, of lack of viruses and of lack of negligence or lack of workmanlike effort. Also, there is no warranty or condition of title, of quiet enjoyment or of non-infringement. The entire risk arising out of the use or performance of the Software is with the Client.
- Each and every use of the Service and/or the results of the Service is for the risk and responsibility of the Client. QuarterUp is not liable for loss, damage, inaccuracy and/or incompleteness of Content or Reports. In the event the Client is of the opinion that a certain result is incorrect, incomplete or not up-to-date, the Client shall notify QuarterUp thereof as soon as reasonably possible.
- QuarterUp does not guarantee that the Software is free of defects and will operate without interruptions. Malfunctions in the Service may occur (but not exclusively) as a result of malfunctions in the internet or the telephone connection or due to viruses or faults/defects. The Client is responsible for meeting any technical and functional requirements that may be provided by QuarterUp in order to be able to use the Service.
- The Client shall be responsible for the management, which includes monitoring setting, the use of the Service and the manner in which the Results are used.
- The Client guarantees that he will not use the Service and/or the Reports, or provide Content in a way that:
- infringes the rights of QuarterUp or third parties and/or are wrongful vis-à-vis third parties, including but not limited to IP Rights or rights in relation to the protection of privacy;
- is contrary to any current legislation or regulations; and/or
- is contrary to any provision in the Agreement.
- The Client indemnifies QuarterUp against all damage and costs arising from and/or related to claims of third parties based a violation of this guarantee.
We are building the best service we can for you but we can’t promise it will be perfect.
8 – Processing of personal data
- In using the Service, the Client shall provide QuarterUp with personal data of both Customers and Users.
- The Parties agree that, with regard to the processing of personal data, QuarterUp is the ‘processor’ (‘bewerker’) within the meaning of the Personal Data Protection Act and Client will act as the ‘controller’ (‘verantwoordelijke’). As a result, QuarterUp shall only process the personal data on behalf of the Client, unless QuarterUp is required by law to process personal data outside this scope.
- QuarterUp shall use its best efforts to implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access.
- Pursuant to the Personal Data Protection Act, the Client has obligations towards the Customers and Users, such as an obligation to provide information, an obligation to allow inspection, correction and removal of personal data of parties involved. The Client is fully and exclusively responsible for ensuring compliance with these obligations. QuarterUp will, as far as technically possible, lend its cooperation in respect of the obligations to be met by the Client.
- This provision qualifies as a processor agreement as meant in article 14 of the Personal Data Protection Act.
We will be storing some personal data unless you name everyone “John Doe”. We promise we are not going to sketchy things with your data.
9 – Term and termination
- When the Client has chosen a yearly plan, the Agreement will be entered into for a period of one year. After that period the Client or QuarterUp can terminate the Agreement subject to a notice period of one month.
- If the Client breaches its obligations under this Agreement, QuarterUp has the right to immediately discontinue or to (temporarily) suspend its Service and/or to restrict access and/or use of the Service, notwithstanding QuarterUp’s other rights and remedies, including its right to claim damages. In such event, QuarterUp shall not be liable to Client for any compensation, damages, reimbursements, loss of prospective or anticipated profits, investment of capital, leases, licenses, restitution of the maintenance fee already paid, or commitments made by Client for any reason whatsoever.
- Each of the Parties is entitled to terminate the Agreement immediately in full or in part in the event the other party has applied for (temporary) suspension of payments, or (temporary) suspension of payments is granted to him or an application for bankruptcy has been filed, or he has been declared in bankruptcy or when he otherwise lost the free disposal of his or her ability, as well as in the event that the other Party’s business is closed down or liquidated. In the event of bankruptcy of the Client, QuarterUp is entitled to terminate the right of use it furnished, unless the consequences would be contrary to reasonableness and fairness.
- In the event of rescission of the Agreement, there will be no reversal of that which QuarterUp has already delivered and/or carried out nor the related obligation to make payment, unless the Client proves that QuarterUp is in default in respect of the material part of such performance. Amounts invoiced by QuarterUp prior to termination in respect of that which QuarterUp has already performed or delivered properly in accordance with the Agreement will remain payable in full subject to the provisions of the preceding sentence and will become due and payable at the time of the termination.
- If the Agreement ends for any reason whatsoever, all rights which the Client enjoyed under the terms of the Agreement, including but not limited to the right to use Software, will terminate at the same time. After termination of the Agreement, Parties shall remain bound to the articles meant to survive such termination. All of the obligations of this Agreement relating to proprietary rights and confidential and proprietary information shall survive any termination of this Agreement.
- Until the end of the Agreement, the Client itself can export the Content and/or Reports for use outside the Software. After termination of the Agreement, QuarterUp is not obliged to furnish and/or convert any information, material, Content and/or Reports to the Client.
You can quit our service at any time, but you’ll have to pay for the plan you chose, even if you only used it partially.
10 – Liability
- The Parties’ liability for imputably failing to perform the Agreement, an unlawful act or any other act shall be limited to compensating direct damages up to a maximum of the total amount paid by the Client under the Agreement in the three (3) calendar months prior to the event resulting in the damage.
- The Parties shall not be liable for any consequential damages arising out of, or in connection with this Agreement, such as, but not limited to, loss of profit, loss of business, loss of anticipated savings, or any other similar financial loss or loss of goodwill or reputation, or other incidental, indirect, punitive or exemplary damages of any kind.
- The limitations as set out above are not applicable to any breach of a warranty or indemnification obligation.
- The limitations mentioned in the preceding paragraphs of this article shall not apply if and insofar as the damage or injury is the result of intentional acts or omissions or gross negligence by a Party or its managers.
- A condition for the creation of a right to damages will always be that the Party must report the damage to the other Party in writing as soon as possible after it arises. Any claim for damages will lapse by the mere expiry of a period of 12 months from the inception of the claim.
- Neither party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, or the intervention of any governmental authority (a “Force Majeure” ). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure event lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, the Agreement by giving written notice to the delayed party.
We’re not liable for a lot of things. If you think we are, let’s try to work it out like adults.
11 – Miscellaneous
- E-mail messages are deemed to be a written notice, unless explicitly agreed otherwise.
- QuarterUp is allowed to assign any rights and obligations resulting from the Agreement to third parties and will inform the Client of this.
- The Agreement between the Client and QuarterUp and the use of the Service are governed by Dutch law.
- All controversies, disputes or claims that arise from or are related to this Agreement, or agreements that arise therefrom, will exclusively be submitted to the competent court in Amsterdam, The Netherlands.
Amsterdam is a beautiful city. If you insist in meeting us in court, you’ll have to visit us there.