DEFINITIONS
"Subscription" means a subscription to QUENTRAL's services.
"Account" means an account created with a username and password.
"Cancellation" means the cancellation of a paid Account or the removal of paid options from an Account.
"CUSTOMER" means a natural or legal person to whom QUENTRAL provides services upon execution of this Agreement.
"Order Confirmation" or "Order" means a specific Order entered into between QUENTRAL and CUSTOMER containing all specific purchase details.
"Content" includes, but is not limited to, text, images, logos, documents, HTML, Javascript, CSS, and other codes and intellectual properties that are open-source or proprietary or licensed to the CUSTOMER and which the latter has added to their Account.
"Delivery" means the availability of Services provided by QUENTRAL to the CUSTOMER which must be understood as separate from the provision of Services during the License period.
"Agreement" refers to the relationship between QUENTRAL and CUSTOMER created by the completion of an Order and governed by these General Terms and Conditions.
"Personal Data" or "Data" refers to any information relating to any identified or identifiable individual that the Data Processor processes to execute the Agreement with the Data Controller.
"Downgrade" refers to the CUSTOMER's choice to modify their initial Subscription to switch to a lower-level Service (Downgrade) during the Subscription Period.
"Sensitive Information" means any information subject to regulations, laws, or industry standards designed to protect data privacy and security, including credit or debit card numbers, personal financial information, passport numbers, driver's license numbers or similar identifiers, racial or ethnic origin, religion, physical or mental health, or other information.
"Extraordinary Work" refers to any additional service provided during a contractual term, beyond what was initially agreed upon.
"License" means the CUSTOMER's right to use the Software and Services for an agreed period of time and for an agreed monthly fee.
"Service Hours" means from 9:00 AM to 6:00 PM Italian time, Monday to Friday, excluding Italian public holidays.
"Parties" refers to QUENTRAL and the CUSTOMER when considered together.
"Plan" means a Subscription plan.
"Profile/Profile Information" means all information in the "Profile" section of the Services, including, but not limited to, full name, email address, password, profile image, and type of subscribed service.
"Account Holder" refers to the natural or legal person (company, institution) who pays for the Services.
"Services" refers to all services to be delivered to the CUSTOMER as indicated in the Order Confirmation.
"Site" means the Website https://www.selfcommunity.com
"Software" means QUENTRAL's proprietary software as shown online on the Site.
"Software as a Service (SaaS)" is a software license distributed through a web application upon payment of the subscription usage fee.
"General Terms and Conditions" or "Terms" refers to these General Terms and Conditions in their entirety, including any additional conditions that may govern the execution of a specific order.
"Third Parties" means any organization or individual, other than CUSTOMER or QUENTRAL.
"Upgrade" refers to the CUSTOMER's choice to modify their initial Subscription to switch to a higher-level Service (Upgrade) during the Subscription Period.
"User or Users" means those persons authorized by the CUSTOMER to use the Services under an Agreement. Specifically, a "User" is anyone who has accessed the Service at least once in the last three months from the reference date.
APPLICABILITY
2.1. These Terms and Conditions govern the relationship between QUENTRAL and CUSTOMER and together with the Order Confirmation constitute the Agreement. By completing the Order form and submitting it to QUENTRAL, the CUSTOMER acknowledges that these Terms and Conditions, together with the additional detailed conditions indicated in the related Order Confirmation, constitute the entire Agreement for the Services ordered by the CUSTOMER and that this Agreement supersedes and cancels any and all other previous Agreements and/or documents entered into between the Parties and/or signed by QUENTRAL.
2.2. The Terms and Conditions of use must be accepted through the form submitted or made available by QUENTRAL during the creation of the Account by the CUSTOMER, together with QUENTRAL's privacy policy and QUENTRAL's Data Processing Agreement.
2.3. This Agreement cannot be modified unless expressly agreed in writing by both Parties.
2.4. In the event that one or more of the provisions of this Agreement are or become null and void by law or by decision issued by the competent judicial authority, the validity of the remaining provisions shall not be compromised in any way.
2.5. QUENTRAL reserves the right to modify at any time, with immediate effect, these General Terms and Conditions.
EXECUTION OF THE AGREEMENT
3.1. The Agreement is executed on the date on which QUENTRAL receives the Order Confirmation, completed and fully accepted by the CUSTOMER together with payment of the Service fees in accordance with the provisions indicated in the Subscription subscribed by the CUSTOMER. Submission of the Order implies complete acceptance by the CUSTOMER of the Terms and Conditions and any other document that constitutes the Agreement. However, it is understood that the CUSTOMER's use of the Services certifies acceptance of all contractual terms.
3.2. Each Order entered into between the Parties must be considered as a binding Agreement and subject to these General Terms and Conditions.
TERMINATION, SUSPENSION AND RENEWAL OF THE AGREEMENT
4.1. It is agreed that the contract duration is 12 months, unless otherwise specified, renewable for the same duration unless cancelled by the CUSTOMER with at least 30 (thirty) days' notice before the established expiration date. In the event that the CUSTOMER decides not to renew the expiring Agreement, they must communicate this to QUENTRAL by sending a service termination request to quentral@pec.it, or by using specific online forms, available in the PLANS subsection of the CUSTOMER's Account. Upon expiration of the initial term agreed by the Parties, any exemptions, exceptions, discounts, price reductions, and any other special conditions agreed between the Parties will terminate and normal contractual and pricing conditions will apply.
4.2. QUENTRAL reserves the right to terminate the Agreement at any time without notice and/or reason, in case of: i) force majeure events; ii) the CUSTOMER is insolvent by judicial order and, consequently, becomes subject to or is admitted to insolvency proceedings.
4.3. In case of breach by the CUSTOMER for any reason with reference to Agreements entered into with QUENTRAL, the latter reserves the right to suspend and/or terminate the Agreement. Should this happen, QUENTRAL will inform the CUSTOMER of the breach and/or non-performance by the latter of their contractual obligations under the signed Agreement, giving the CUSTOMER 15 calendar days to remedy the unperformed obligation and restore proper contractual execution. In case of non-performance within the above-mentioned time period, QUENTRAL reserves the right to terminate the Agreement, without prejudice to expenses charged to the CUSTOMER in favor of QUENTRAL and the latter's right to claim any other greater damages suffered.
4.4. QUENTRAL reserves the right to immediately terminate this Agreement in the event that the CUSTOMER fails to pay and/or is late with timely payment of amounts accrued in favor of QUENTRAL as indicated in the Order Confirmation, and in any case whenever there has been and/or is a foreseeable breach of the terms of this Agreement.
4.5. Each Party has the right to immediately terminate the Agreement if:
the other Party has been judicially declared insolvent and therefore has been subjected to or admitted to insolvency proceedings;
the other Party becomes subject to voluntary or compulsory liquidation;
the other Party is dissolved or ceased;
the other Party is unable to promptly fulfill its obligations arising from the Agreement.
4.6. Any costs relating to additional activities for modifications subsequent to the execution of the Agreement will not be included in the Agreement and costs arising from any other design work expressly requested by the CUSTOMER will not be included in the contract. Such additional costs will be agreed between the Parties through a specific written Agreement.
4.7. In case of any design work, the CUSTOMER must pay in full the agreed costs even if the Agreement is terminated by the CUSTOMER before the work is completed and/or fully executed.
PRICES AND BILLING
5.1. The prices specified in Orders made between QUENTRAL and CUSTOMER will be based on the prices specified at the time of Order or on the prices in effect at the time of entering into the Agreement. Prices are always to be understood as net of VAT.
5.2. QUENTRAL holds and reserves the right to modify prices and any other payment conditions in relation to the Services offered. Changes made by QUENTRAL do not apply to any existing Agreement and apply only to extensions of such Agreements and/or to new Agreements entered into between the Parties.
5.3. QUENTRAL reserves the right to apply and/or offer discounts on specific Orders, discounts apply to costs, rates, or prices initially applied to the Agreement.
PAYMENT
6.1. QUENTRAL exclusively accepts payments via credit card and SEPA direct debit or bank transfer. By selecting the payment method, the CUSTOMER expressly authorizes QUENTRAL to automatically charge the amounts due on the indicated payment method, on a monthly basis for projects with a contractual duration exceeding one month. QUENTRAL disclaims all responsibility in case of failed success, refusal, dispute, or impossibility of payment processing by the reference financial institution. In such circumstances, the CUSTOMER remains nonetheless obliged to pay the amounts due and undertakes to promptly regularize their position.
6.2. The CUSTOMER will pay QUENTRAL a monthly fee for the Services based on the rates charged by QUENTRAL.
6.3. All invoices must be paid in advance, except for invoices relating to additional work for which specific contractual terms to be agreed in writing by the Parties will apply.
6.4. QUENTRAL has the right after a warning and a notice period of 15 calendar days, to suspend execution of the Agreement if, before or during execution of the Agreement, the CUSTOMER fails to timely fulfill their payment obligations.
ORDER EXECUTION
7.1. QUENTRAL will execute the Order in accordance with the specifications indicated therein.
7.2. All Services that will be provided or to be provided by QUENTRAL may depend on data, materials, information, and documents provided by the CUSTOMER, which are and must be considered correct and complete. QUENTRAL will not be responsible nor can be held liable under any circumstances for direct and/or indirect damages and/or for any higher costs resulting from errors and/or incompleteness of data provided by the CUSTOMER, nor can QUENTRAL be held responsible or liable in any way for such damages and/or higher costs resulting from errors and/or negligence of the CUSTOMER. Similarly, QUENTRAL will not be held responsible to the CUSTOMER and/or third parties for any inefficiency, direct or indirect damage, or any other "underperformance" arising from errors and/or inaccuracies of data provided by the CUSTOMER.
7.3. QUENTRAL has the right to use, in whole or in part, the cooperation of third parties for the total or partial execution of the Agreement. Should QUENTRAL decide to use third parties for the total or partial execution of activities under the Agreement, QUENTRAL remains fully responsible for the execution of this Agreement by the aforementioned third parties.
7.4. QUENTRAL's obligation is linked only to means and not to results. QUENTRAL has only the obligation to perform to the best of its abilities the tasks that are the subject of the Agreement and, to this end, will have no obligation to guarantee the CUSTOMER a specific result or the suitability of its Services for a specific purpose.
DELIVERY
8.1. QUENTRAL will provide the CUSTOMER with the Services specified in this Agreement only once payment has been received, in accordance with the provisions of the Agreement.
8.2. Delivery dates indicated by QUENTRAL must be considered as an approximate indication, therefore the CUSTOMER by accepting these Terms and Conditions of use acknowledges that no complaint will be presented to QUENTRAL in the event that delivery occurs after the dates initially established and agreed in writing in the Agreement.
EXTRAORDINARY WORK
Extraordinary work means everything that is delivered during the duration of the Agreement and exceeds what was initially agreed. An extraordinary work Order must be previously signed by the Parties. All expenses and/or higher costs arising from or caused by data loss, incorrect work setup and its implementation parameters and/or non-compliance with the provisions of the Agreement resulting from the CUSTOMER's actions will be borne by the CUSTOMER.
. COMPLAINTS
The CUSTOMER must notify QUENTRAL of any complaints relating to deficiencies in the Services provided by the latter via email sent to the following address support@quentral.com within 15 calendar days from the date on which the CUSTOMER discovered or could reasonably have discovered the deficiency. The CUSTOMER's rights lapse if the CUSTOMER does not notify within the specified terms. Complaints relating to invoices must be sent to QUENTRAL within 15 calendar days from the date of the invoice. The CUSTOMER's rights will be lost if the CUSTOMER does not file complaints within the 15 calendar day period. A complaint does not suspend the CUSTOMER's payment obligation.
INTELLECTUAL PROPERTY RIGHTS
11.1. The CUSTOMER acknowledges that any Software License right as well as any customization entirely provided by QUENTRAL to the CUSTOMER, belongs exclusively to QUENTRAL or to any Third Party that has granted QUENTRAL the right to use the Software or any part thereof. No clause of this Agreement shall be interpreted as a transfer of such rights to the CUSTOMER. The CUSTOMER is only granted a License for the right to use the Software application and/or customizations for the purposes agreed together under this Agreement.
11.2. QUENTRAL holds exclusive and total ownership of any new functionality developed for the Software requested by the CUSTOMER, unless otherwise agreed in writing between the Parties.
11.3. The CUSTOMER retains the intellectual property rights of all custom design data, files, graphics, or logos provided by the CUSTOMER and grants QUENTRAL the right to publish and use such material. The CUSTOMER undertakes to obtain authorization and rights to use any information and/or copyrighted files of third parties, and the CUSTOMER is also responsible for guaranteeing QUENTRAL licenses, authorizations, and usage rights of the aforementioned information and/or files. The CUSTOMER agrees to indemnify QUENTRAL from and against any third-party claims and for any expenses arising from the execution of the Agreement due to the CUSTOMER's negligence and/or inability to obtain the required usage right or necessary authorizations for the requested custom design.
11.4. QUENTRAL acknowledges that title and custom design rights created in whole or in part by the CUSTOMER for the Software interface remain the exclusive property of the CUSTOMER.
11.5. Data backup performed for the CUSTOMER during the term of this Agreement and any design data, cannot be completely destroyed before 15 days from the date of termination of the Agreement, unless different written agreements between the Parties.
11.6. QUENTRAL may include the CUSTOMER's name and trademark in presentations, marketing material, customer lists, and financial reports.
CONFIDENTIALITY
12.1. Subject to any disclosure required by law, regulation, or other applicable regulation, the Parties agree that this Agreement or any information or document concerning the negotiations included in this Agreement or otherwise disclosed by one of the Parties during negotiations must be considered strictly confidential and therefore;
must be kept confidential by the Parties and their respective employees, contractors, consultants, parent companies, subsidiaries, and affiliates and
must not be disclosed to third parties, except to the extent strictly necessary for the purposes of this Agreement.
12.2. The Parties must ensure that the individuals and entities mentioned above comply with the confidentiality obligations provided herein. In the case of a disclosure required by law, regulation, or any other applicable regulation, the Parties will strive to agree in advance on what information to disclose to the extent that such information is strictly necessary in order to fulfill the above-mentioned disclosure obligation. Subject to the above, any other communication (including any press release) relating to this Agreement or the transaction contemplated herein, must be agreed in advance by the Parties.
12.3. The Parties anticipate and agree that confidential information belonging to each Party will not include information that: i) is or becomes publicly available without any act or omission of the other Party; ii) was in the legitimate possession of the other Party before disclosure and was not obtained by the other Party directly or indirectly from the disclosing Party; iii) is legally disclosed to the other Party by a third party without any restriction on disclosure; iv) the other Party has independently developed without any use or reference to the other Party regarding the fact that it was confidential information.
12.4. The obligations under this Agreement in relation to any Confidential Information will remain in full force for a period of two years from the date of disclosure of the Confidential Information. Upon expiration of the above-mentioned period, the Parties' obligations will survive and continue with respect to Confidential Information that represents a trade secret under applicable law.
13. LIMITATION OF LIABILITY
13.1. The CUSTOMER undertakes to indemnify and hold harmless QUENTRAL from any liability, damage, cost, and third-party claims arising from the use of the Software and/or Services, including violations of these Terms and Conditions or misuse thereof.
13.2. QUENTRAL's overall liability for any damages arising from the execution of this Agreement, regardless of the cause and nature of liability (contractual, tort or otherwise), shall in any event be limited to the total amount of fees paid by the CUSTOMER to QUENTRAL solely for the provision of the SaaS Service in the six (6) months preceding the occurrence of the event giving rise to the liability. Any amount paid by the CUSTOMER for customizations, software integrations, bespoke development or other additional professional services is expressly excluded from this limitation.
13.3. QUENTRAL will not under any circumstances be liable for indirect, incidental, special, consequential damages, or loss of profits arising from this Agreement or from the use of the Software and/or Services, even if QUENTRAL had been informed or could reasonably have foreseen the possibility of such damages occurring.
13.4. In the event that third parties make claims against QUENTRAL for losses or damages attributable to the CUSTOMER's liability under this Agreement, the CUSTOMER undertakes to fully indemnify QUENTRAL, including all legal costs and expenses incurred.
13.5. QUENTRAL's liability for breach of the provisions of this Agreement may arise exclusively if: a) the CUSTOMER promptly notifies QUENTRAL, through a detailed written communication sent to the email address legal@quentral.com, of the breach found, specifying a reasonable term for its resolution; b) QUENTRAL fails to remedy the breach within the reasonable term thus granted. However, it is understood that QUENTRAL cannot be held responsible or liable in any way and under any circumstances if the defect and/or defects reported are not attributable to it or if such problems and/or malfunctions depended on what is provided and specified in the following article 14 (Force Majeure), or if such problems and/or malfunctions depended on the CUSTOMER's liability according to article 7 above.
13.6. Any right to damages arises only if the CUSTOMER informs QUENTRAL of the loss or damage upon occurrence of said damage.
13.7. The CUSTOMER must be aware that the Software and Services may contain measurement, algorithmic, or display errors and that QUENTRAL cannot be held responsible for such errors or for the CUSTOMER's misinterpretation of data.
14. FORCE MAJEURE
14.1. If during the term of the Agreement circumstances occur or are discovered that QUENTRAL was not aware of nor could reasonably be expected to be aware of, and as a consequence of which QUENTRAL is unable to satisfy its obligations to the CUSTOMER, QUENTRAL will not be responsible in any way and has the right to suspend its obligations.
14.2. If QUENTRAL is unable to provide the Service due to the above-mentioned circumstances, it holds the right to request modification of this Agreement in such a way as to allow its execution, unless such modification cannot reasonably be required of the CUSTOMER for which termination of the Agreement is justified. In the latter case, this Agreement will be terminated after 10 working days from the first request, without any right of the CUSTOMER to any damages.
14.3. The above-mentioned circumstances include any and all situations beyond QUENTRAL's control that prevent fulfillment of the Agreement, permanently or temporarily, in the following circumstances such as, but not limited to, Acts of God, fires, floods, embargoes, sabotage, accidents, labor disputes, strikes, interruptions and/or delays or non-delivery by QUENTRAL's subcontractors (including, without limitation, technology providers, internet connections, electricity), fires and failures affecting QUENTRAL, any measure by a public or state, local or national authority, including laws, ordinances, rules and regulations, actions and/or other state measures that have a significant influence on QUENTRAL's activities and Services provided, and any other similar or different event beyond QUENTRAL's reasonable control, of which QUENTRAL was not aware nor required to be, and as a result of which QUENTRAL cannot satisfy its obligations to the CUSTOMER, QUENTRAL will not be liable in any way and holds the right to suspend its obligations.
15. LICENSE
15.1. By virtue of this Agreement, QUENTRAL grants the CUSTOMER the License to use the Software in S.a.a.S. mode available to the CUSTOMER in accordance with the provisions of these Terms and Conditions.
15.2. The CUSTOMER acknowledges that all Licenses are for the exclusive use of the CUSTOMER and that the Licenses are not transferable nor usable, directly and/or indirectly, in whole and/or in part, by third parties without QUENTRAL's written approval.
15.3. The CUSTOMER has no right to grant any sublicense for the use of the Software.
15.4. The CUSTOMER will pay QUENTRAL a periodic fee for the Software as a Service (S.a.a.S.).
16. SOFTWARE AS A SERVICE (SAAS) AND HOSTING
Upon entering the Agreement, QUENTRAL will provide the CUSTOMER with a non-exclusive and non-transferable right to use the Services in S.a.a.S. mode for the User.
17. UPGRADE AND DOWNGRADE
After entering into the Agreement, the CUSTOMER may upgrade the Service at any time. The Upgrade results in an immediate increase in costs for the Services, and such cost will be charged to the CUSTOMER in the first invoice following the Upgrade. Downgrade is also allowed before the initial term of the Agreement. Downgrade results in an immediate decrease in costs for the Services, credits for the downgrade will be credited to the CUSTOMER in the first invoice following the Downgrade.
18. SERVICE LEVEL AGREEMENT
For Professional and Enterprise Plans, the availability, accessibility, and quality of the Software and Services will be governed by a Service Level Agreement (SLA) made available to the CUSTOMER. Such SLA applies to any Software and Service ordered by the CUSTOMER.
19. UPDATES AND NEW VERSIONS
For the purpose of Software maintenance, QUENTRAL may in the future make new versions available to the CUSTOMER. QUENTRAL reserves the right to determine and/or modify the frequency, timing, extension, and extent of such new versions. At any time, QUENTRAL reserves the right to make updates by promptly informing the CUSTOMER through its Site or with specific emails, when QUENTRAL deems it necessary. QUENTRAL is always committed to providing improved quality of its Services. To this end, QUENTRAL may decide to provide the CUSTOMER with new versions of the Software compared to that existing at the date of execution of the Agreement. Should the Customer not update to the new available version of the Software, this may prevent the proper performance of the Service and its use by the CUSTOMER: in such case QUENTRAL cannot guarantee the service level provided by the Service Level Agreement.
20. ACCESS AND IDENTIFICATION CODES
20.1. QUENTRAL assigns access and/or identification codes only to the CUSTOMER. Access and identification codes are strictly personal and can only be used by the CUSTOMER or by Users if assigned by the CUSTOMER.
20.2. The CUSTOMER must treat access and identification codes as strictly confidential and with the utmost care.
20.3. QUENTRAL will not be liable in any way for any damages or costs arising from improper use of access and identification codes.
20.4. QUENTRAL has the right to temporarily deny the CUSTOMER access to the Software if QUENTRAL has detected or reasonably suspects that any unauthorized third party uses or may use the access or identification codes that grant access to the Software;
20.5. QUENTRAL will inform the CUSTOMER as soon as possible in case of (possibly) unauthorized use of the Software and the consequent temporary denial of access to the Software. QUENTRAL will provide the CUSTOMER with replaced access and/or identification codes.
20.6. Should unauthorized use of the Software be caused by the CUSTOMER, the latter must reimburse QUENTRAL for any technical and administrative expenses incurred by QUENTRAL due to unauthorized use.
21. DATA OWNERSHIP
QUENTRAL acknowledges that the CUSTOMER retains ownership and/or title of all data to be processed and hosted as a result of the provision of Services. Both Parties acknowledge their rights and duties according to the confidentiality and intellectual property clauses indicated in these Conditions. Upon termination of the Agreement, the CUSTOMER may download data they own.
22. CUSTOMER AND USER OBLIGATIONS
22.1. The CUSTOMER will be responsible at all times for every single use, including unauthorized use, of the Software and Services made on their behalf and for the usage and access rights granted to the CUSTOMER. The CUSTOMER must act as expected of a reasonable and careful user of software and online applications.
22.2. The CUSTOMER is responsible for adequately instructing and advising all Users in relation to careful use of the Services, including but not limited to, access, password robustness, and content appropriateness.
22.3. The CUSTOMER will be responsible on their own account and on behalf of all Users, for the following:
Users must inform the CUSTOMER as soon as possible in writing of any changes to their personal data;
Users must comply with instructions, guidelines, and technical or any other type and nature requirements provided by or on behalf of QUENTRAL in relation to acceptable use of the Software and Services;
Users must refrain from obstructing and causing damage to QUENTRAL's proprietary Software. Users are prohibited from initiating any process, program, application, or any other tool, through the Software or other means, that could, with the User's knowledge or reasonable expectation, obstruct or damage QUENTRAL's Software and Services in their entirety and/or QUENTRAL's customers;
Users are prohibited from using the Software and Services for acts, actions, or purposes contrary to any applicable law, usage regulation provided by the CUSTOMER or by this Agreement, including these Terms;
Users are prohibited from transferring or making available to third parties their username and password and/or other rights under this Agreement, without QUENTRAL's express written consent. Users will always be responsible for acceptable use and for any damages resulting from the transfer of their username and password;
Users must have the hardware, software, terminal equipment, and/or connections necessary for proper use of the Services.
22.4. The CUSTOMER must notify QUENTRAL in case of extensive and/or irregular use made by Users of the Service in terms of data and/or users, of Software and Services. Should the CUSTOMER fail to notify QUENTRAL of extensive and/or irregular use of Software and Services, QUENTRAL reserves the right to terminate this Agreement and/or suspend the Services.
23. COLLECTION, PROCESSING AND STORAGE OF PERSONAL DATA
The processing of personal data by QUENTRAL is governed by the Data Processing Agreement. With regard to the processing of personal data relating to the Services and Software, QUENTRAL acts as Data Processor, and the CUSTOMER is the Data Controller. Therefore, the CUSTOMER establishes the purposes and means of collecting personal data.
24. SECURITY
24.1. QUENTRAL undertakes to implement appropriate technical and organizational security measures to protect the Software and Services, in accordance with current data protection regulations.
24.2. QUENTRAL will not be responsible for losses or damages arising from interruptions or suspensions of Services caused by force majeure, scheduled maintenance, acts of third parties, or misuse by the CUSTOMER.
25. ACCEPTABLE USE POLICY
25.1. The CUSTOMER will be solely responsible for their conduct. We aim to keep QUENTRAL's platform safe and enjoyable for everyone. Use of QUENTRAL's platform for illegal or harmful activities is not permitted. In defining the terms of an "acceptable use policy," the CUSTOMER expressly agrees as follows:
No illegal, dangerous, or offensive content: the CUSTOMER may not use or encourage, promote, facilitate, or instruct other Users to use the Services for any illegal, harmful, or offensive use or to transmit, store, display, distribute, or otherwise make available illegal, harmful, or offensive content. Prohibited activities or content may include:
Illegal activities. Any illegal activity, including advertising, transmission, or availability of gambling sites or gambling services, promotion or facilitation of pornography.
Harmful or fraudulent activities. Any activity that may be harmful to others, including defamation, offering or distributing counterfeit goods, services, schemes, promotions, or other deceptive and/or fraudulent activities.
Infringing content. Any content in violation of the intellectual property or ownership rights of third parties.
Offensive content. Content that is defamatory, obscene, abusive, invasive, and/or in violation of privacy or otherwise objectionable, including any type of content that constitutes pornography.
Harmful content. Content or other technological information that may damage, interfere with any system, program, or data, including viruses, trojans, worms, time bombs, or cancellers.
25.2. No security violations. The CUSTOMER may not use the Services to violate the security or integrity of any network, computer or communication system, software application, or network or process device (each individually referred to as "System"). Prohibited activities include:
Unauthorized access. Accessing or using any System without authorization, including attempting to verify, analyze, or test the vulnerability of a System or violating any security or authentication measure used by a System.
Interception. Unauthorized monitoring of data or traffic on a System.
Origin falsification. Creating TCP-IP packet headers, email headers, or any part of a message describing its origin or path. This prohibition does not include the use of aliases or anonymous remailers.
25.3. No network abuse. The CUSTOMER may not make network connections with users, hosts, or networks unless the CUSTOMER has authorization to communicate with them. Prohibited activities may include:
Monitoring or scanning. Monitoring or scanning a System that damages or disrupts the System being monitored or scanned.
Denial of Service (DoS). Overloading a Service and/or an address with communication requests such that the address is unable to respond to legitimate traffic or responds so slowly as to be ineffective as a result.
Intentional interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a System with excessive email sending, news, broadcast attacks, or overload techniques.
Operating certain network services. Operating network services such as open proxies, open mail servers for spam sending, or open DNS (domain name servers).
Avoiding system restrictions. Using manual or electronic means to avoid any usage limitation on a System, such as access and storage restrictions.
25.4. Monitoring and enforcement. QUENTRAL reserves the right, but does not assume the obligation, to investigate any violation of this Policy or any misuse of the Services. QUENTRAL may:
investigate any violation of this Policy or misuse of the Services; or
remove, disable access to, modify any Content or resource in violation of this Policy or any other Agreement and/or Contract between QUENTRAL and the CUSTOMER for the use of Services.
QUENTRAL may report to competent authorities any activity for which QUENTRAL suspects that the activity is or may be in violation of any law or regulation. QUENTRAL's reporting may include disclosure of CUSTOMER information, which will occur in appropriate ways and in accordance with any applicable law. QUENTRAL may also cooperate with police authorities, regulatory authorities, or any authorized and designated third party to assist in investigations and prosecution of any illegal conduct, providing information on the network and systems relating to any alleged violation of this Policy.
25.5. The CUSTOMER is obliged to make available to Users and to keep constantly updated and applicable a document on the Terms and Conditions of use of the Service that must be accepted by end users of the Service before they can use the Services. Such Terms and Conditions must at all times comply with QUENTRAL's general terms and conditions and privacy and cookie policy.
25.6. On QUENTRAL's website, a general template and/or form and/or recommendation is available that we believe is useful for the CUSTOMER in order to create documents that they must make available to Users, concerning: Terms and Conditions on the use of the Service, privacy and cookie policy. We invite the CUSTOMER to consider that each website is different and, therefore, documents may differ from one site to another. QUENTRAL has collected some advice that the CUSTOMER may want to consider in drafting general terms and conditions, privacy and cookie policy. The documents that the CUSTOMER must make available to Users must therefore be drafted with relevant information on how the CUSTOMER will use the data of Users registered to the Service and how the CUSTOMER will decide to set the terms and conditions of use of the service.
26. ACCOUNT INFORMATION
26.1. As long as the CUSTOMER remains the Account Holder and complies with the Agreement and the requirements and obligations provided therein, the CUSTOMER has the right to access and use the Services. This right is not transferable, and the CUSTOMER undertakes not to disclose any Account information to third parties. The CUSTOMER is solely responsible for any activity that occurs within their Account. In the event that the CUSTOMER becomes aware of unauthorized use of the Account or Profile information, the CUSTOMER must immediately notify QUENTRAL. The CUSTOMER is responsible for periodically updating or modifying their Account or Profile information as deemed appropriate.
26.2. Billing information for online Subscriptions can only be updated by the CUSTOMER. QUENTRAL disclaims any responsibility in case of disputes regarding Account ownership and will not take part in or have any role in such disputes. QUENTRAL will upload the credit card details provided by the CUSTOMER to third-party systems; in case of changes to billing information, the new credit card will be updated and charged. If an updated credit card has a different name, the new cardholder becomes the Account Holder. QUENTRAL will never modify any billing information or data on behalf of the CUSTOMER and will not be held responsible in the event that any unauthorized third party accesses the CUSTOMER's Account and modifies the above-mentioned billing information.
27. SUBSCRIPTION FEES AND RENEWAL
27.1. The CUSTOMER agrees to pay all Subscription fees. Such fees will be charged in advance for each month and are non-refundable. The CUSTOMER agrees that no amount may be refunded or credited for any partial period of Service less than one month or for any periods during which the CUSTOMER does not use the Services.
27.2. QUENTRAL reserves the right to modify its billing rates at any time by posting such changes on its website. Should the CUSTOMER decide to make a new and/or different Subscription, or to apply any changes (Upgrade, Downgrade) to the existing Subscription, once such changes become effective, the CUSTOMER will be responsible for payment of the new Subscription/billing rate which will therefore be considered as accepted. Changes made by QUENTRAL do not apply to any existing Agreement and apply only to extensions of such Agreements and/or to new Agreements entered into between the Parties.
27.3. By entering a credit card number, the CUSTOMER agrees that third-party service providers may store the CUSTOMER's payment card information. If applicable, the CUSTOMER expressly authorizes QUENTRAL to charge their card with: subscription fees, other fees for purchased services, charges for use of Services that exceed limits, and any related tax on the CUSTOMER's use of Services.
27.4. The CUSTOMER undertakes to reimburse QUENTRAL for any collection costs relating to any overdue amounts. If the credit card provided by the CUSTOMER expires and the CUSTOMER does not update their payment data or cancel their Subscription, the CUSTOMER authorizes QUENTRAL to suspend the Services until billing information is updated. After suspension of Services, the CUSTOMER agrees that QUENTRAL may attempt to process payments again after receiving updated payment details.
28. SUBSCRIPTION TERMS AND RENEWAL
28.1. The Subscription subscribed by the CUSTOMER refers to an annual period, with monthly payments in accordance with the subscribed Order. The CUSTOMER's trial Account is valid until the expiration of the trial period established by QUENTRAL, at the end of which the CUSTOMER may decide to Subscribe. In case of failure to Subscribe by the CUSTOMER, by the end of the trial period QUENTRAL will delete all Services, Data, and Content relating to the CUSTOMER's Account, except for legal obligations in reference to archiving requirements for certain categories of data.
28.2. If the CUSTOMER upgrades their Service to access a higher-level usage Plan (Upgrade) during the Subscription Period, the CUSTOMER will have immediate access to these higher-level features. The CUSTOMER agrees to pay QUENTRAL the difference between the original Subscription rate and the cost of the Upgrade.
28.3. If the CUSTOMER decides to modify their initial Subscription to switch to a lower-level Service Plan (Downgrade) during the Subscription Period, the CUSTOMER's Plan will be immediately downgraded and their rates reduced. If the downgrade occurs after advance monthly payment by the CUSTOMER, QUENTRAL will credit the CUSTOMER any difference in the first invoice following the Downgrade.
28.4. Changes to Subscription plans will be visible in subsequent invoices that QUENTRAL will issue to the CUSTOMER.
28.5. The CUSTOMER's subscription will be automatically renewed for an additional 12-month period, unless the CUSTOMER cancels the Subscription.
29. CANCELLATION AND TERMINATION OF SUBSCRIPTIONS
29.1. The CUSTOMER may cancel their annual Subscription at any time, from their Account using the online form or by sending an email to quentral@pec.it.
29.2. Cancellation must have at least 30 (thirty) days' notice before the end of the current Subscription Term subscribed by the CUSTOMER, otherwise the Subscription is renewed and subsequent billing will be processed automatically. Cancellations made after billing will not be refunded, in whole or in part.
29.3. The CUSTOMER is responsible for any expenses accumulated in their Account until cancellation, including any fees within the Subscription Term cancelled by the CUSTOMER. Upon cancellation of the Subscription, QUENTRAL may decide to delete the CUSTOMER's Account from its systems. QUENTRAL will not be responsible under any circumstances for loss of Content resulting from Account cancellation. After 15 days from Account cancellation, all Account information, including but not limited to, lead data, landing pages, personal information, billing details, and all Content, are permanently removed from QUENTRAL's database backup. QUENTRAL reserves the right to modify data storage capacity and processing procedures at any time, without notice to the CUSTOMER and without the possibility for the latter to hold QUENTRAL responsible in any way.
29.4. QUENTRAL reserves the right to terminate this Agreement at any time, for any reason, and at QUENTRAL's discretion without liability. Failure to observe these Terms and Conditions constitutes one of the reasons, not the only one, for such termination. QUENTRAL reserves the right to modify, suspend, or discontinue the Site and/or Services, or any part thereof, at any time and for any reason, with or without notice and without liability.
30. APPLICABLE LANGUAGES
By submitting the Order form, the CUSTOMER acknowledges and agrees to enter into an Agreement originally written in Italian, which will remain the only valid and effective version. Any other version provided by QUENTRAL in any other language is made available only as a courtesy. Therefore, in case of inconsistencies with any other version translated into any other language, the Italian version shall prevail.
31. APPLICABLE LAW AND REMEDIES
31.1. These General Terms and Conditions and this Agreement in its entirety must be interpreted and governed exclusively by Italian law.
31.2. In case of dispute, the Court with exclusive jurisdiction is the Court of Milan (MI).
In accordance with and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the CUSTOMER declares to have read the General Terms and Conditions of the Agreement and to expressly agree on the following:
2) Applicability 3) Execution of the Agreement 4) Termination, Suspension and Renewal of the Agreement 5) Prices and Billing 6) Payment 7) Order execution 8) Delivery 11) Intellectual Property Rights 13) Limitation of Liability 14) Force Majeure 18) Service Level Agreement 20) Access and Identification Codes 22) Customer and User Obligations 23) Collection, Processing and Storage of Personal Data 24) Security 25) Acceptable Use Policy 26) Account Information 27) Subscription Fees and Renewal 28) Subscription Terms and Renewal 29) Cancellation and Termination of Subscriptions 30) Applicable Languages 31) Applicable Law and Remedies.
32. CONTACT DETAILS
QUENTRAL can be contacted at the following addresses:
E-mail: support@quentral.com
Mail: Quentral Srl Direzione Generale e Amministrativa – Piazza Roma n.46 – 09170 Oristano (OR).