Quality Engine

General terms and conditions

Table of Contents

Last updated: 16 November 2020

 

About us

1.1 We are QUNIQUE GmbH trading as Quality-Engine (Quality-Engine). We are a company registered in Switzerland and our registered address is Bahnhofweg 17, 5610 Wohlen, Switzerland. Our VAT number is CHE-230.350.138.

1.2 We operate a platform for various service providers and potential clients in the healthcare, medical, in-vitro Diagnostic and combination devices sectors through our website https://quality-engine.com (Platform) and provide services (Services) for our Members. The purpose of the Platform is to enable Members to identify opportunities to transact for goods and services with other Members through the Services including through participation in a tender or an open offer request for goods and services. We also provide additional paid Services e.g. advertising via our Platform which may be subject to additional terms. Our Services include any free or trial version of the Services.

1.3 To contact us, telephone our customer service team at +41 (0)78 805 44 37 or email us at [email protected].

Introduction

2.1 These Terms of Service together with any membership policies and additional terms for specific Services that we post on our Platform from time to time (Terms) are a legal agreement between you and Quality-Engine for your membership, use of the Services and/or any feature of the Platform provided by Quality-Engine. You should read these Terms carefully as they affect your legal rights and govern your relationship with Quality-Engine.

2.2 Your membership and use of our Services is also subject to our (i) Privacy Notice which describes how we use personal data that you provide to us and your related rights, and (ii) our Cookie Policy.

2.3 By registering a membership account for the Services, using the Services and/or any feature of the Platform or clicking ‘I Agree’ or a similar approval button, you agree to be legally bound by these Terms. Likewise, if we change these Terms or the Services, and you then use the Services and/or any feature of the Platform or click ‘I Agree’ or a similar approval button, you agree to be bound by the changed Terms or Services. Your acceptance of these Terms is deemed to occur in Switzerland.

2.4 If you are a visitor to our Platform you are also subject to these Terms, and our Privacy Notice  and Cookie Policy.

Definitions

In these Terms, the following words shall have the following meanings:

Charges means the charges payable for your membership and use of the Services (excluding VAT or other sales taxes);

Content means all text, video, audio, images, other visual content, information, materials or other data that a Member uploads as part of their service provider profile in relation to the Services;

Member means the legal or natural person for whom a membership account is registered to use the Services. Member is also referred to as you or your;

Membership Confirmation means a written confirmation of membership issued by Quality-Engine in respect of your application for membership;

Membership Period means the period for which Services are provided as specified in the Membership Confirmation issued by Quality-Engine;

Payment Method means the payment method you use to pay the Charges;

Software means the software used in the Services and the Platform.

Membership

4.1 Membership and the Services are primarily provided for business purposes. To be eligible for membership and to use the Services, you must be at least 18 years old.

4.2 To use the Services, you must register a membership account via the Platform and pay the applicable membership fee. As part of the registration process you must provide: your full name and address, a valid email address, the name of the company or the business (Business) for whom you are registering and specify one or more valid Payment Methods.

4.3 If you register a membership account on behalf of a Business, you represent and warrant that you are an employee or agent of the Business and you have the authority to legally bind the Business under these Terms.

4.4 The membership account information you provide must be complete, up-to-date and accurate. If you fail to provide this, or you provide incomplete, false or misleading information, you are not permitted to use the Services, and we may at any time and at our sole discretion, suspend or terminate your membership account and/or block your use of the Platform and the Services without prior notice.

4.5 Membership and use of the Services is at our discretion and we may refuse your application or subsequently terminate your membership for any reason.

4.6 If your application for membership is successful you become a Member. You will receive a Membership Confirmation from Quality-Engine which describes your membership and associated Services, your membership start date, your membership period, your renewal date, your Payment Methods and billing dates and any applicable limitations.

4.7 Your membership begins on the membership start date specified in the Membership Confirmation.

4.8 All memberships shall automatically renew for periods equal to the initial membership period unless you cancel or modify your membership before the end of the current membership period.

4.9 You may cancel your membership at any time through your membership account, or through written notice to Quality-Engine. If you cancel your membership your right to use the Service will terminate at the end of the then current membership period. You will not be entitled to a refund or credit for any amounts paid for the Membership Period.

4.10 If you decide to upgrade your membership to a higher membership level you will have to pay the difference in Charges between your current membership level and the higher membership level. If you decide to downgrade your membership level to a lower level of membership you will have to pay the entire Charges of the lower membership level. Your changed membership level in either case will begin on the date you make the change and pay for the membership change. Your changed membership automatically renews in accordance with Clause 4.8.

Membership Obligations

5.1 You agree to:

(a) comply with these Terms;
(b) keep your membership account information and password safe and secure. You agree to use a strong password and keep it secret;
(c) not share your membership account with any third party;
(d) use reasonable efforts to prevent any unauthorized access to, or use of, your membership account or the Services; and
(e) notify Quality-Engine immediately if you become aware of any unauthorized use or access of your membership account.

5.2 If you are a Business, you may grant your personnel permission to use your membership account on your behalf (User). In doing so you represent and warrant that such User is authorized to your membership account on behalf of your Business and that you are fully liable for the acts and omissions of the User and their compliance with these Terms.

5.3 You are responsible for all activities under your membership account regardless of whether the activities are authorized or undertaken by you, a User or any other person. Quality-Engine is not responsible for unauthorized access to your membership account.

5.4 You agree not to have or register for more than one membership account with us.

Services

6.1 Subject to these Terms, you are granted a worldwide, non-exclusive, non-transferable, revocable and limited right to use and access the Services applicable to your membership level for the membership period described in the Membership Confirmation. This right is non-transferable.

6.2 Your use of the Services is subject to applicable law which you must comply with when using the Services.

6.3 You agree:

(a) not to misuse the Services;
(b) to access the Services only via the Platform;
(c) not to transmit any viruses or any code of a destructive or malicious nature in the Platform or through your Content;
(d) not to permit the Services to be used for unsolicited bulk emails or spam;
(e) not to use the Services for any unlawful, harmful, discriminatory, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive activity;
(f) not to copy or resell the Services, or any portion of the Services, including the HTML or any visual design elements, other than temporary copies made during your normal usage of the Services and the Platform;
(g) not to modify, reverse engineer, decompile, disassemble, create derivative works based in whole or any part of, the Software, decipher, or adapt or otherwise tamper with, the Software, unless this restriction is prohibited by applicable law or these activities are permitted by the terms governing use of any open-sourced components;
(h) not to use robots, spiders or other similar technology or techniques to scrape or data mine the data held on the Platform and in Content, or otherwise access or collect Content, data or information from the Services and the Platform by automatic means;
(i) not use any service, software, technology or any manual or automatic process designed to circumvent any restriction, control, technological security measure in the Services and the Platform;
(j) not to take any action that would impose an unreasonable or disproportionate load on our systems, network and infrastructure;
(k) not to do anything that would disable, damage or adversely change the functioning and appearance of the Services and the Platform;
(l) not to modify any other website to falsely or misleadingly imply that it is associated with the Services.

6.4 You agree that except for the non-exclusive right given under Clause 6.1, all ownership, licenses, intellectual property rights and other rights and interests in and to the Services and the Platform shall remain solely with Quality-Engine.

6.5 You agree that you will cooperate fully with Quality-Engine, its contractors and applicable law enforcement authorities in respect of: (i) investigations of any network security, Platform security and systems issues, and (ii) any take down orders or suspected criminal or civil violations.

6.6 If you improperly or excessively use the Services, or we determine that your use of the Services may pose a security risk to our systems or any third party, Quality-Engine may limit, suspend or terminate your use of the Services and/or any feature of the Platform. Quality-Engine reserves the right to apply limits to the Services and/or any feature of the Platform and may charge additional fees for usage beyond these limits. If we limit or suspend your use of the Services, you remain liable for all fees and charges you incur during such limitation or suspension and you will not be entitled to any credits for the period of suspension.

Changes to the Services

7.1 You agree that Quality-Engine may, in its sole discretion, modify, limit, or discontinue various Services and/or any feature of the Platform for any reason. If Quality-Engine makes any material changes it will notify you with reasonable advance notice. Your continued use of the Services and/or any feature of the Platform mean that you accept such changes pursuant to Clause 2.3.

7.2 If you are not happy with the changes to the Services and/or any feature of the Platform you should contact Quality-Engine. Alternatively, you may also cancel your membership pursuant to Clause 4.9.

Free Trials

We may provide you with free membership or trials or free versions of certain of our Services, however we reserve the right upon reasonable notice to cancel, modify or charge for membership and further use of the Service in question.

Contracts with Other Members

9.1 If a Member decides to transact for goods or services with another Member this must be done through a separate contract with the other Member (Contract) outside of the Platform.

9.2 Quality-Engine’s responsibility is to host and maintain the Platform and to provide the Services. Quality Engine however is not responsible for any introductions, business or transactions, promises or undertakings, or any Contracts, made between Members and/or visitors (collectively Business Dealings).

9.3 You are fully responsible at all times for your Business Dealings. You acknowledge and agree that Quality-Engine is not responsible for your Business Dealings in any way.

9.4 You also agree that Quality-Engine is not responsible for any goods or services provided, payment, or the credit worthiness of any Member pursuant to any Business Dealings.

9.5 Quality-Engine makes no promises to Members that you will find customers for your goods and services, or service providers, through the Platform and pursuant to the Services.

9.6 You hereby indemnify Quality-Engine for any claims in relation to Clauses 9.1 to 9.5 and any of your Business Dealings.

Feedback

10.1 You acknowledge and agree that: (i) Members may provide feedback on goods and services supplied by service providers on the Platform (Feedback) through tools provided by Quality-Engine, (ii) that Feedback will be visible to Members and visitors on the Platform, and (iii) Quality-Engine is not responsible for the Feedback and opinions expressed therein and does not actively monitor, contribute to or censor Feedback.

10.2 You agree that if you provide Feedback: (i) it will only concern the goods and services supplied from the service provider, (ii) it will not be false, misleading or abusive, and (iii) it will comply with applicable law.

10.3 Quality-Engine reserves the right in its sole discretion (but is under no obligation to) to remove Feedback that breaches these Terms, negatively impacts the Platform or the integrity of the Feedback system.

Content

11.1 You are solely responsible for Content that you upload, distribute and make available pursuant to the Services.

11.2 You acknowledge and agree that when you share your Content on the Platform other persons including Members and visitors to the Platform can see, copy and use that Content pursuant to the Services or use of features on the Platform. For certain Services, we may provide you with settings that allow you to determine who may access your Content. If you exercise such choices for Content access we will follow them.

11.3 You represent and warrant that:

(a) your Content is accurate, up-to-date and truthful, and that you will not provide false or misleading information about your identity and location, your business, your skills, your credentials, your services or goods that you provide;
(b) you will correct or update your Content if it becomes misleading or inaccurate;
(c) you have all necessary rights, including intellectual property rights, to post, make available and communicate your Content through the Platform;
(d) your Content does not violate anyone’s intellectual property and other rights; and
(e) your Content complies with applicable law and you agree not to upload any material in your Content that is libellous, defamatory, obscene, pornographic, abusive or otherwise illegal.

11.4 You own your Content; however, you provide us with a worldwide, royalty-free, non-exclusive license to use, copy, modify, create derivative works, distribute, publish, communicate and make available and process the Content for the Services and the Platform.

11.5 You and Quality-Engine agree that if your Content includes personal data then it is subject to our Privacy Notice.

11.6 You may take down your Content from the Platform at any time.

11.7 We do not review or pre-screen Content and are not responsible for Content published by you or Users. However, we reserve the right if we are informed or become aware that Content is, or is alleged to be, objectionable or contrary to these Terms, to determine whether Content is appropriate and in compliance with these Terms, and in such cases, we may pre-screen, move, refuse, modify and/or remove Content at any time, without prior notice and in our sole discretion. We also reserve the right to verify Content pursuant to Clause 12.

11.8 Your use and reliance of Content posted by other Members on our Platform is at your own risk. Quality-Engine is not responsible for your use and reliance on other Member’s Content.

Verification

Quality-Engine reserves the right to verify the information you provided when registering a membership account and in your Content. Such verification may include confirming your identity, location, your credentials and services and goods that you provide against government and official information and documentation. You agree that subject to applicable law, Quality-Engine may make such inquires including through third parties to validate your information and Content.

Charges/Payment Method

13.1 You agree to pay us the Charges applicable for your membership and the Services plus any related taxes.

13.2 You agree that we may store your Payment Method and use it to charge you for your membership and Services. You Payment Method will be charged on the specific billing date indicated in the Membership Confirmation and each renewal date. The length of your billing cycle will depend on your Membership Period. In some cases, your payment date may change, for example if your Payment Method has not successfully settled or if your membership began on a day not contained in a given month.

13.3 You authorize Quality-Engine to charge any of the Payment Methods associated to your membership in case your primary Payment Method is declined or no longer available to Quality-Engine for payment of your membership fee. You remain responsible for any uncollected amounts.

13.4 If a payment is not successfully settled, due to expiration of your Payment Method, insufficient funds, or otherwise, we may suspend your access to your membership account and the Services until we have successfully charged a valid Payment Method.

13.5 You can update your Payment Methods by going to your membership account on our Platform. We may also update your Payment Methods using information provided by the payment service providers.

13.6 For some Payment Methods, the card issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method and your location. Local tax and bank charges may vary depending on the Payment Method used and your location. You should check with your Payment Method service provider for details.

13.7 We may suspend or terminate your membership and the right to use the Services if you do not pay the Charges in full and on time.

Our Intellectual Property Rights

We reserve all our intellectual property rights in the Platform and the Services. Trademarks and logos used on our Platform are the trademarks and logos of their respective owners. If any new intellectual property rights arise in connection with the Platform and the Services, they shall be owned by Quality-Engine.

Cancellation/Termination

15.1 You may cancel your membership pursuant to Clause 4.9.

15.2 We may immediately terminate your membership and right to use any of the Services if you fail to pay the Charges when due, you breach these Terms, or you misuse your membership or the Services. Prior to any such termination we may suspend your membership account and your use of the Services.

15.3 If we terminate your membership for reasons other than pursuant to Clause 15.1 or for cause, then you will be entitled to a pro-rata refund for the remainder of the Membership Period.

15.4 Upon termination of membership:

(a) any amounts outstanding become due and must be paid immediately;
(b) all your rights under these Terms, your membership and your right to use the Services shall immediately terminate;
(c) up to 30 days following the termination date you may request a copy of your Content;
(d) 30 days following the termination of the Services, we reserve the right to remove and/or delete your Content. Quality-Engine will not be liable to you for the removal and/or deletion of your Content in accordance with this Clause; and
(e) we will close your membership account.

Limitation of Liability

16.1 Quality-Engine provides the Services with a commercially reasonable level of skill but unless otherwise specified in these Terms, THE SERVICES AND PLATFORM ARE PROVIDED ‘AS IS’ AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR OTHER PROMISES (INCLUDING MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT). QUALITY-ENGINE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES.

16.2 QUALITY-ENGINE GIVES NO WARRANTY THAT YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE CONTENT PROVIDED PURSUANT TO THE SERVICES IS ACCURATE OR COMPLETE.

16.3 WE ACCEPT NO LIABILITY FOR ANY DOWNTIME OR UNAVAILABILITY OF THE PLATFORM AND THE SERVICES; however, we will use reasonable efforts to maximise the availability of the Platform and our Services within our reasonable control. Availability is dependent on factors beyond our control, including bandwidth, data storage and other limitations including those of our contractors, internet service providers, hosting providers and cloud providers which we use to host the Platform and provide the Services. We will use reasonable efforts to tell you when the Services are not available including for routine and unscheduled maintenance. For any unexpected downtime or for things beyond our reasonable control we will tell you what happened and keep you informed of any important updates.

16.4 Quality-Engine shall not be liable to the maximum extent permitted under applicable law whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, sales, revenues or savings, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising or otherwise resulting from your membership, use or inability to use the Services and/or the Platform. Quality-Engine shall not be liable for any of the losses described in this Clause 16.4 even if you have informed Quality-Engine of the possibility of such losses.

16.5 Subject to (i) the limitations and exclusions of liability contained in these Terms, and (ii) your right to a refund pursuant to Clause 15.3, Quality-Engine’s total aggregate liability in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, sales, revenues or savings, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however caused, arising in connection with the performance or contemplated performance of these Terms and any Service and/or the Platform shall be limited to the Charges paid for your membership and the Services which are the subject of the claim during the 12 months immediately preceding the date on which the claim arose.

16.6 If you are unable to access the Services due to the fault of Quality-Engine for more than 1 month in aggregate during any calendar year then Quality-Engine will extend the current Membership Period for the period of non-usage up to a maximum of 12 months.

Force Majeure

Quality-Engine shall have no liability to you if it is prevented from or delayed in performing its obligations hereunder, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation: strikes, lock-outs or other industrial disputes; non-performance by third parties including internet service and hosting providers, third party server downtime or unavailability, failure of a utility service or transport or telecommunications network, third-party software, services, servers, cloud applications or websites; war, political unrest, riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident, breakdown of plant or machinery; disease, pandemic or epidemic; climate change, acts of God such as earthquakes, fires, floods, storms, or other natural disasters; or default of suppliers or sub-contractors. Quality-Engine will use its reasonable efforts to notify you of any such occurrence as soon as possible.

General

18.1 Quality-Engine may give notices under these Terms via its Platform, by email or otherwise in writing.

18.2 Subject to Clause 18.3, these Terms shall be governed by the laws of Switzerland without regard to its conflict of laws provisions. You irrevocably agree to the exclusive jurisdiction of the courts of Zurich, Switzerland for the adjudication of any disputes arising under these Terms.

18.3 If you are a consumer, under applicable consumer protection law you may be entitled to have adjudicated any consumer related disputes in your country of usual residence under the governing law of your country.

18.4 If you are a consumer in the European Union or the United Kingdom then for most products bought online you have a legal right to change your mind within 14 days and receive a full refund under applicable consumer law. In such a case, you have 14 days after the day we email you your Membership Confirmation to cancel your membership by emailing us at [email protected] and receive a full refund. Likewise, if you purchase additional paid Services you also may change your mind and cancel your order and receive a full refund, within 14 days of receiving an email confirmation that we accept your order. However, once we have completed the Services you cannot change your mind, even if the 14 day period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind. In either case once the 14 day period has passed you are no longer eligible to cancel the Services and to receive a refund. You may however cancel your membership pursuant to Clause 4.9.

18.5 You agree that you: (i) are and remain an independent contractor, (ii) that you are not an employee of Quality-Engine, and (iii) you are not eligible for any of Quality-Engine’s employment related benefits or rights.