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Q REVIEW LIMITED- WEBSITE TERMS OF USE- BUSINESSES

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING Q REVIEW

1. WHO WE ARE AND HOW TO CONTACT US

1.1. Our website and associated app (“Q review”) is operated by Q review Limited, a private limited company registered in Northern Ireland with registered number NI648181 and address, 1 – 3 Lombard Street, 2nd Floor, Belfast, BT1 1RB (“we”, “us”, “our”).

1.2. If you have any questions about who we are, what we do, or the terms set out herein “Terms”, please feel free to contact us at the address above or by email to info@qreview.com.

2. BY USING Q REVIEW YOU ACCEPT THESE TERMS

2.1. These Terms are intended for Businesses. If you are a Consumer User, you will be bound by our Consumer Terms of Use. You can access those here. If you aren’t sure if you fall into this category, have a look at the definitions section at clause 3 below.

2.2. In consideration for us providing you with access to Q review, you agree to comply with these Terms, and you acknowledge that these Terms form a legally binding agreement between you and us. By using Q review, you confirm that you are accepting these Terms as the Business named in the User Profile when you set up your User Account. If you are unable to accept these terms on behalf of that Business you must not use Q review. Any reference to “you” or “your” shall be a reference to the Business.

2.3. You are responsible for ensuring that all persons who access Q review through your internet connection or User Account are aware of these Terms and other applicable terms and conditions (please see clause 3 below for more information on this), and that they comply with them.

2.4. We may amend these Terms from time to time. Every time you wish to use Q review, please check these Terms to ensure you understand the terms that apply at that time. These Terms were most recently updated on 30 November 2018.

3. HOW TO INTERPRET THESE TERMS

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

Business” means the company or business named in the User Profile set up in accordance with clause 6 below.

“Consumer User” means someone using Q review in their personal capacity for the purpose of reading and/or reviewing consumer services;

Corporate User” means any individual who you permit, enable or authorise to access Q review through your User Account.

3.2 In these Terms: references to clauses (unless otherwise provided) are references of the clauses of these Terms; words in the singular include the plural and in the plural include the singular; a reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it; and references to “including” and “include(s)” shall be deemed to mean respectively, “including without limitation” and “include(s) without limitation”.

4. WE MAY MAKE CHANGES TO Q REVIEW

4.1. We may update and change Q review from time to time to reflect changes to our services, our business and our users’ needs.

4.2. We do not guarantee that Q review, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of Q review for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal. Any such notice will be posted on Q review.

5. WHO CAN USE Q REVIEW

5.1. To be eligible to use Q review any Corporate User who you enable to access your User Account must be over the age of 18.

5.2. A Corporate User must be authorised by the Business to use Q review on its behalf. You acknowledge that you are liable for the acts and/or omissions of any Corporate User which you authorise to use Q review on your behalf.

6. USER ACCOUNT AND USER PROFILE

6.1. Q review is free to access, but if you would like to use it to leave reviews or respond to reviews, you will be required to set up your own account “User Account” and create your own profile “User Profile”. To do this, you will need to provide us with a number of details including your business name and business email address and a logo for your Business, which in each case will appear as part of your public User Profile. You will also need to create your own password.

6.2. You agree:

6.2.1. not to impersonate anyone else, nor any business, company or entity, in the details and/or images included in your User Profile;

6.2.2. to use an official business address for the Business;

6.2.3. not to use any name or image which does not comply with our use requirements set out in clause 8.1 below; and

6.2.4. that you have all necessary authority and consent to set up a User Account and create a publically available User Profile (which shall include trademarks, logos and other branding) on Q review and provide the Business’s public response.

6.3. You are only permitted to register one profile per Business on Q review. Your profile is personal to you and you must not permit anyone else to access it. By setting up a User Account, you agree to keep your password confidential and not to disclose it to any third party.

6.4. We have the right to disable and/or delete you User Account at any time if in our reasonable opinion we believe you have failed to comply with any of the provisions of these Terms.

6.5. If you know or suspect that anyone other than you knows your password, you must promptly notify us at info@qreview.com.

7. HOW YOU MAY USE Q REVIEW

7.1. In consideration for you agreeing to comply with these Terms we hereby grant you a non-exclusive, non-assignable, non-transferable, non-sub-licensable licence to access and use Q review solely and strictly for the purpose of reading the reviews of other consumers and posting the Business’s responses to such reviews.

7.2 You are not permitted to use any content on Q review for commercial purposes without obtaining a licence to do so from us or our licensors.

7.3 You agree not to access (or attempt to access) any part of Q review by any means other than through the interface provided by us. You specifically agree not to access (or attempt to access) any part of Q review through any automated means, including use of scripts, robots, spiders, scrapers or web crawlers. You agree that you will not (a) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) (save to the extent permitted by governing law) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part of Q review without prior written consent from us; (c) interfere or attempt to interfere with the proper working of Q review or any activities conducted via Q review; (d) bypass any measures we may use to prevent or restrict access to Q review; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to any source code in Q review. You agree that you will not engage in any activity that interferes with or disrupts Q review or the servers and networks that are connected to Q review.

8. UPLOADING CONTENT TO Q REVIEW

8.1. The purpose of Q review is to create a platform for consumers to review the services they have received and enable businesses to respond. We want people to be honest in their posts, but there is some content which is not welcome on Q review. In particular, you may not upload onto or store on, or transmit via Q review, any content (which term shall include text, images, media files or content displayed in any other format) that threatens, bullies or humiliates any other person or business; that is harmful, threatening, abusive, vulgar, harassing, defamatory, inflammatory, libellous, tortious, hateful or racially, ethnically or otherwise objectionable or invasive of another’s rights, including rights of celebrity, privacy and intellectual property; that is obscene or pornographic or would be deemed inappropriate for anyone aged 18 or under; that contains malware, viruses, spyware, adware, worms, Trojans or other malicious software; that is illegal or violates any export controls; that is fraudulent or deceptive or misleading; that depicts violence against people, businesses or property; that promotes or depicts racism, bigotry or hatred toward any individual or group; and/or that includes any requests for payment information on landing pages or lead capture; and/or any material sent from an anonymous, false or unmonitored address.

8.2. By uploading any content (including your User Profile details along with any branding, logo or trademarks you might choose to display) on to, or transmitting via, Q review (any such content, “Your Content”):

8.2.1. you hereby grant us (and our employees, agents and sub-contractors) a world-wide, royalty-free, non-exclusive, sub-licensable and transferable licence to use Your Content for the purposes of providing our services, which includes making reviews posted publically available on Q review both to other Consumer Users and Corporate Users and allowing other users to respond to reviews, as well as collecting aggregate data about the nature and type of reviews and responses received, (“Content Licence”);

8.2.2. you acknowledge that any such content will be considered non-confidential and any posts non-proprietary;

8.2.3. you acknowledge and agree that we have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to Q review constitutes a violation of their intellectual property rights, or of their right to privacy;

8.2.4. you acknowledge and agree that you are solely responsible for securing and backing up your content;

8.2.5. you represent and warrant that:

8.2.5.1. you have the rights, power and authority necessary to grant the Content Licence above;

8.2.5.2. you have full authority and all consents required to set up a publically available User Profile (including any trademarks, branding and/or logos which you provide) and post the Business’s public response to reviews on Q review;

8.2.5.3. you have the lawful right to upload, reproduce, distribute and store Your Content, including the necessary consents which may be required in order to lawfully share, copy or transmit a third party journal or article which may be protected by copyright (as well as other moral rights);

8.2.5.4. any responses uploaded by you honestly, fairly and accurately reflect the opinions and position of the Business in relation to the review or consumer in question;

8.2.5.5. the uploading, reproduction and/or distribution of Your Content will not breach any obligations of confidentiality to any other third party;

8.2.5.6. the uploading, reproduction and/or distribution of Your Content will not constitute or encourage a criminal offence or violate the rights of any party or otherwise create liability or violate any relevant local, national or international law; and

8.2.5.7. Your Content complies with the restrictions set out in clause 8.1; and

8.2.6. you acknowledge and agree that you will be liable to us and indemnify us for any breach of the warranties set out in clause 8.2.5 above. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

8.3. We have the right to remove any posting you make on Q review if, in our opinion, your post does not comply with the content standards set out in this clause 8. We reserve the right to remove all or part of any of Your Content, without notice and at our sole discretion, if we determine that it is not in compliance with these Terms or is notified to us as objectionable by a third party, and to provide your IP address and other identifying information to law enforcement authorities, where appropriate, and take any and all other legal action at our disposal if we believe you have breached these Terms.

8.4. Notwithstanding any other provision herein, we may retain and use at our discretion for our own business purposes, statistical data collected from or in connection with your use of Q review, provided that it does not contain any Personal Data.

9. USER-GENERATED AND THIRD PARTY CONTENT

9.1. Q review is likely to include opinions, information and materials uploaded by other users of the site, and may also include links to bulletin boards, chat rooms and social media sites. This information and these materials have not been verified or approved by us. The views expressed by other users on Q review do not represent our views or values.

9.2. In order to enable us to provide access to Q review free of charge, we may also display third party content on Q review. This content may take the form of advertising for third parties (including businesses reviewed by our users) as well as links to such third party websites should you wish to purchase goods or services or submit further enquiries to such third parties. Any such content, “Third Party Content”. We do not endorse any such Third Party Content. If you rely on any reviews on Q review to purchase any services supplied by third parties, whether you do this through a link on our Q review or otherwise, you do so at your sole risk. Any goods or services which you decide to purchase from third parties is solely at your own risk and the resulting contract is between you and such third party. We accept no liability if any services received are sub-standard, or in any way deficient.

9.3. We make no representations, warranties or guarantees, whether express or implied, that the content on Q review is accurate, complete or up to date. Nor can we accept responsibility to you and/or anyone else, for any Third Party Content uploaded on to or made accessible via Q review. As such, you acknowledge and agree that:

9.3.1. we have no duty to moderate any content accessible via Q review and that you are solely responsible for any content which you upload, transmit and/or store using Q review;

9.3.2. any use by you of or reliance upon any content accessible via Q review is at your sole risk. We do not endorse any opinions expressed, promotions, products, services or campaigns which may be published or sent via Q review nor do we endorse or make any representations or guarantees in respect of any adverts or other materials;

9.3.3. we do not endorse any Third Party Content, nor do we moderate any Third Party Content. Any use of or reliance upon such Third Party Content is at your sole risk. You expressly understand and agree that we do not make any express or implied representations or warranties to you in relation to any such Third Party Content, including fitness for purpose, infringement or merchantability, nor do we endorse or make any representations or guarantees in respect of any research, adverts or other material;

9.3.4. the content on Q review is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on Q review; and

9.3.5. where Q review 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 have no control over the contents of those sites or resources.

9.4 If you wish to complain about information and materials uploaded to Q review, please contact us on info@qreview.com.

10. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

10.1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

10.2. While we will try to ensure that Q review is available to you, you expressly understand that some of the functions of Q review rely on an internet connection being sustained and the appropriate equipment being maintained. As such, you expressly understand and so agree that your use of Q review is ‘as is’ and ‘as available’. In particular, we do not represent or warrant to you that:

10.2.1. your use of Q review (including such use in conjunction with any other software) will meet your requirements, or that your use of Q review will be uninterrupted, timely, secure or free from error defects in the operation or functionality of Q review;

10.2.2. defects in the operation or functionality of Q review will be corrected, rectified or remedied; and/or

10.2.3. any information obtained by you as a result of your use of Q review will be accurate or reliable.

10.3. We do not guarantee that Q review will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access Q review. You should use your own virus protection software.

10.4. Any material downloaded or otherwise obtained from or accessed through your use of Q review is done so at your own discretion and risk, and you will be solely responsible for any damage, loss or prejudice to your computer system or other device or loss of data that result from the download or access of any such material.

10.5. You expressly understand and agree that we and our licensors shall not be liable to you for:

10.5.1. any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of your use of Q review and/or its non-availability;

10.5.2. loss of profit, business revenue, business opportunity, reputational damage, goodwill and anticipated savings;

10.5.3. any trading or other losses which you may incur as a result of or reliance upon any content on Q review;

10.5.4. the deletion of, corruption of, or failure to store any content and other data maintained or transmitted by or through your use of Q review; and/or

10.5.5. any effect which the use of Q review may have on any software you use.

10.6. Subject to clause 10.1 above, our aggregate liability to you in respect of any loss or damage suffered by you and arising out of or in connection with the use of Q review by you or any third party shall not exceed the sum of £5. You acknowledge that since the site and any materials on the site are provided free of charge, this limitation is reasonable.

10.7. You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with your use of Q review or our services; that we cannot adequately insure our potential liability to you; and that, accordingly, the exclusions and limitations contained in this clause 10 are reasonable. You also undertake at all times to mitigate any such damage or loss.

10.8. You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and all other professional costs and expenses (calculated on a full indemnity basis) suffered or incurred by us, arising out of any third party claims against us which arise in connection with a breach of these Terms by you

11. HOW WE MAY USE YOUR PERSONAL INFORMATION

11.1. We will only use your personal information as set out in our Privacy Notice, which can be accessed here.

12. OUR INTELLECTUAL PROPERTY RIGHTS

12.1. You acknowledge that we own or licence all legal rights, title and interest in and to Q review including any intellectual property rights which subsist therein which we may send to you from time to time (whether those rights happen to be registered or not, and wherever in the world those right may exist) and that all intellectual property rights in Q review (including source code in the software) belong to and shall remain vested in us (or where relevant our licensors). Nothing in these Terms shall confer on you any right, title or interest in any intellectual property rights (except the rights of use set out in these Terms).

12.2. You agree not to use any of the trademarks, trade names, service marks, copyrights, logos, domain names, and/or other distinctive brand features displayed in Q review belonging to us or any third party unless you have valid written permission to do so. You agree not to alter, remove or obscure any proprietary notices (including copyright and trademark notices) which may appear in or be held within Q review.

12.3. In the event that your use of Q review if used in accordance with these Terms, infringes any intellectual property rights of a third party, we may, at our sole discretion and expense, replace or modify Q review so that it is no longer infringing or obtain for you the right to continue using Q review. This therefore constitutes your sole remedy in relation to any claim of infringement in respect of Q review.

12.4. For the purposes of this clause 12, any reference to “Q review” shall include any content in any content or materials on the site, emails and/or other correspondence (or attachments thereto) which you may receive from us from time to time.

13. RULES ABOUT LINKING TO Q REVIEW

13.1. You are not permitted to link to Q review unless you have first obtained our written permission.

13.2. If you do obtain our written permission:

13.2.1. we reserve the right to withdraw linking permission at any time at our sole discretion; and

13.2.2. the website in which you are linking must comply in all respects with the content standards set out in

clause 8.1 above.

14. TERMINATION

14.1. We may at any time terminate this Agreement, at our sole discretion, and with you with no liability to you, if:

14.1.1 you materially breach any provision of these Terms (or act in a manner which we believe shows that you do not intend to, or are unable to comply with these Terms);

14.1.2 we have received a complaint or complaints from any user in respect of your actions and/or use of Q review which we believe is or could be damaging to us; or

14.1.3 we cease to provide Q review and/or do business.

14.2 On termination of these Terms, the following clauses shall apply:

14.2.1 the licence granted under clause 7.1 shall immediately terminate;

14.2.2 we reserve the right to promptly delete any content you have uploaded to Q review (it is your responsibility to make sure you have and maintain a back-up of any such documents and/or content);

14.2.3 all of the legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and in particular the provisions of clauses 8 – 13 (inclusive), 14.2, 15 and 16 shall survive termination of these Terms.

15. GENERAL PROVISIONS

15.1. You shall not assign, transfer or sub-license any of your rights or obligations under these Terms, other than as expressly provided for in these Terms. We may at any time assign all or any of our rights and transfer all or any of our obligations under these Terms.

15.2. Failure or neglect by us to enforce any of the provisions of these Terms at any time shall not be construed or deemed to be a waiver of our rights, nor shall this in any way affect the validity of the whole or any part of these Terms, nor prejudice our rights to take subsequent action.

15.3. We shall not be liable to you in the event that we are unable to perform any of our obligations under these Terms owing to circumstances beyond our reasonable control, including acts of god, governmental actions, an outbreak of hostilities (whether war is declared or not), or in the event of a national emergency or terrorist intervention.

15.4. If any part of any provisions of these Terms shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provisions and all other provisions of these Terms shall continue to be valid and enforceable to the fullest extent permitted by law.

15.5. These Terms represents the entire agreement between you and us in relation to the subject matter of these Terms and neither you nor us has relied upon any statement or representation made by the other in agreeing to enter these Terms.

16. WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?

16.1. These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by Northern Irish law. We both agree to the exclusive jurisdiction of the courts of Northern Ireland.