These Terms are binding on any use of the Service and apply to You from the time that QSA provides You with access to the Service.
By registering to use the Service You acknowledge that You have read and understood these Terms.
These Terms were last updated at the close of business on 22 January 2021.
“Access Fee” means the fee (excluding any taxes and duties) payable by You in accordance with the Fee Schedule .
“Confidential Information” includes all confidential information exchanged between the parties to this Agreement, whether in writing, electronically or orally, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data” means any data inputted by You or with Your authority into the Website.
“Fee Schedule” means the information relating to subscriptions and pricing set out on the QSA pricing pages on the Website, or any other page(s) on the Website notified by QSA, which may be updated or amended by QSA from time to time, or any bespoke pricing agreed between QSA and You in writing.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Service” means the learning services and content made available (as may be changed or updated from time to time by QSA) via the Website and any supplementary advisory services that QSA may provide.
“Website” means the internet site at the domain or subdomain gocircular.qsapartners.co.uk or any other site operated by QSA.
“QSA” means QSA Partners LLP, which is a limited liability partnership registered at Companies House with registered number OC386681 and registered office at 24 John Clare Close, Brackley, Northamptonshire, NN13 5GG.
“Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
“Subscriber” means the person or entity that registers to use the Service in return for paying the Access Fee.
“You” means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
2. Use of the Website and the Service
QSA grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject applicable laws:
- the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
- the Subscriber is responsible for all Invited Users’ use of the Service;
- the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
- if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
3. Your Obligations
3.1 Payment obligations
If You are the Subscriber, You will be required to pay the Access Fee (plus any applicable VAT) before being granted access to the Service for You and your Invited Users (which will cover a period on the date of payment and according to the product listing on the payment page). A receipt for the Access Fee will be issued by email following payment. QSA will charge You the Access Fee then applicable in accordance with the Fee Schedule unless this Agreement is terminated in accordance with clause 8.
3.2 General obligations:
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by QSA or condition posted on the Website. You may not use the Service and Website on behalf of any person other than Yourself or your employer organisation. If you would like to use QSA on behalf of a third party please contact us by email at firstname.lastname@example.org.
3.3 Access conditions:
- You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify QSA of any unauthorized use of Your passwords or any other breach of security and QSA will reset Your password and You must take all other actions that QSA reasonably deems necessary to maintain or enhance the security of QSA’s computing systems and networks and Your access to the Services.
- As a condition of these Terms, when accessing and using the Services, You must:
- not attempt to undermine the security or integrity of QSA’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
iii. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
3.4 Usage Limitations:
Use of the Service may be subject to limitations, including but not limited to monthly data storage volumes or features sets. Any such limitations will be advised.
You indemnify QSA against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to QSA.
4. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- Each party’s obligations under this clause will survive termination of these Terms.
- The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
QSA maintains a privacy notice that sets out how and why QSA processes “personal data” of various categories of individuals and how it protects that data in accordance with its legal obligations. Some of that personal data may be Your person data. You should read that policy at https://gocircular.qsapartners.co.uk/privacy-policy/ and you will be taken to have accepted that policy when you accept these Terms.
5. Intellectual Property
Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service, including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement, remain the property of QSA or its licensors.
5.2 Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the QSA Access Fee when due. You grant QSA a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
5.3 Backup of Data:
You must maintain copies of all Data inputted into the Service. QSA adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. QSA expressly excludes liability for any loss of Data no matter how caused.
6. Warranties and Acknowledgements
You warrant that where You have registered to use the Service on behalf of a Subscriber, You have the authority to agree to these Terms on behalf of that Subscriber and agree that by registering to use the Service You bind the Subscriber to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
- You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
- QSA has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You.
- The provision of, access to, and use of, the Services is on an “as is” basis and at Your own risk.
- QSA does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. QSA is not in any way responsible for any such interference or prevention of Your access or use of the Services.
- QSA, the Website and the Service are not able to and do not provide legal advice. QSA is not Your legal adviser and use of the Service does not constitute the provision of or receipt of legal advice. If You have any questions requiring legal advice, please contact a qualified lawyer.
- It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
- You remain solely responsible for complying with all applicable laws. It is Your responsibility to check that You comply with laws applicable to you (including any consumer or business laws, or laws requiring you to protect personal data and retain records).
6.3 No warranties:
QSA gives no warranty about the Service. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
Although we use all reasonable efforts to keep the content and information available on the Website and via the Service up-to-date, please note that QSA makes no representations, warranties or guarantees, whether express or implied, that such content and information is always complete or up-to-date.
6.4 Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.
7. Limitation of Liability
- To the maximum extent permitted by law, QSA excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
- If You suffer loss or damage as a result of QSA’s negligence or failure to comply with these Terms, any claim by You against QSA arising from QSA’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
- If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8. Term and Termination
8.1 Your rights to terminate at any time:
These Terms will continue for the period covered by the Access Fee paid or payable. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period.
If you want to give notice to cancel your subscription and terminate this Agreement in accordance with the clause above, you can log into your account and select “cancel my subscription” or alternatively send us an email to email@example.com.
If you choose to terminate this agreement by cancelling any subscription, will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
8.2 Our rights to terminate this Agreement:
- breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied; or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction;
Then QSA may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the Service and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
- Suspend or terminate access to all or any Data;
- Take either of the actions above in respect of any or all other persons whom You have authorized to have access to the Service or Your information or Data;
And in this case QSA will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
8.3 Effects of Termination and Accrued Rights:
If this Agreement is terminated by either party under clause 8.1 or 8.2, then for 30 days from that date on which termination takes effect, we will continue to provide You access to the Website and Service solely for the purposes of downloading your records that are stored in the Service.
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
- remain liable for any accrued charges and amounts which become due for payment before or after termination; and
- immediately cease to use the Services and the Website.
8.4 Expiry or termination:
Clauses 3.1, 4, 5, 6, 7, 8 and 11 survive the expiry or termination of these Terms.
9. Support and Availability
9.1 Technical Problems:
In the case of technical problems please check the FAQs and support provided online by QSA and make all reasonable efforts to investigate and diagnose problems Yourself and if You still need technical help, then please email us at firstname.lastname@example.org.
9.2 Service availability:
Whilst QSA intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason QSA has to interrupt the Services for longer periods than QSA would normally expect, QSA will use reasonable endeavours to publish in advance details of such activity on the Website.
10. Linked websites
Where the Service contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.We assume no responsibility for the content of websites linked on our sites.We have no control over the contents of those sites or resources and will not be liable for any loss or damage that may arise from your use of them.
11.1 Entire agreement:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
11.4 No Assignment:
You may not assign or transfer any rights to any other person without QSA’s prior written consent.
11.5 Governing law and jurisdiction:
This Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to QSA must be sent to email@example.com or to any other email address notified by email to You by QSA. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
11.8 Rights of Third Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
11.9 Any concerns?
We aim to provide a great service to you. If you have any concerns about content which appears on the Website or Service, please contact us at firstname.lastname@example.org.