Important: Please read these terms and conditions carefully when accessing UniqueQ™ from Quicksilva Limited. Quicksilva Limited reserve the right to change these Terms and Conditions at any time, at which point you will be asked to review and accept.
1. The Terms and Conditions
These terms and conditions (the “Terms”) govern the use and licensing by Quicksilva Limited of the Cloud-based service: UniqueQ™.
By using UniqueQ™ or otherwise indicating acceptance of these Terms, you and any party or entity that you are using UniqueQ™ on behalf of represent and warrant that:
You are authorised to bind yourself and any other party on whose behalf you use UniqueQ™. You agree to be bound by all of these Terms (including the disclaimer of warranty and limitation of liability sections set forth below) to the exclusion of any rights and obligations, such as any rights, obligations or other terms listed on a purchase order or the like that you may provide Quicksilva Limited, and you agree that any such rights, obligations or other terms are hereby null and void.
You understand and agree that when accessing UniqueQ™ from countries located outside of the United Kingdom you are entering into a binding contract with Quicksilva Limited and that you shall serve as the Seller of Record.
2. Free Period of Usage
Quicksilva Limited is undertaking a period of market research during which access to UniqueQ™ is free (the “Free Period”). Quicksilva Limited will notify you via email when the Free Period is coming to an end. Customers who have provided input/feedback and have not opted out by the end of the Free Period will be offered a further free period (the “Live Free Period”) of access to UniqueQ™. Quicksilva Limited will notify you of the duration of the Live Free Period, and will notify you at the end of the Live Free Period, at which point payment will be required to continue accessing UniqueQ™. You can opt out of accessing the UniqueQ™ during the free periods at any time by emailing: team@UniqueQ.co.uk.
3. Sign up Process
To use UniqueQ™, you must provide certain limited information about yourself when requested to do so during the sign up process and thereafter to maintain and update this information as required to keep it current, complete and accurate.
Quicksilva Limited will require your accreditation/membership details of your associated professional body, which must be either the British Psychological Society (BPS), the Health and Care Professionals Council (HCPC), the British Association for Counselling and Psychotherapy (BACP), the British Association for Behavioural and Cognitive Psychotherapies (BABCP), the UK Council for Psychotherapy (UKCP) or the College of Sexual and Relationship Therapists (CORST). Your accreditation/membership details will be requested via email. For the avoidance of doubt, you must notify Quicksilva Limited immediately if your accreditation/membership details of your associated professional body change by emailing:team@UniqueQ.co.uk.
4. Personal Information
When using UniqueQ™ hereunder, it may be possible for you to exchange limited personal information with Quicksilva Limited. Your assent to these Terms constitutes an express understanding and agreement that when Personal Information is provided to Quicksilva Limited in connection with your use of UniqueQ™ under these Terms, such Personal Information may be maintained and/or processed in the United Kingdom by Quicksilva Limited, as UniqueQ™ software and website (the “Site”) are provided via equipment and other resources located within the confines of the EU territory. To ensure that your Personal Information is handled with due care, Quicksilva Limited adheres to the Data Protection Act and register with the ICO Registration Number Z6936268.
Quicksilva Limited may have limited access to data that may be stored, created, or displayed through UniqueQ™ solely for the purpose of delivering UniqueQ™.
5. License Grant
UniqueQ™ is owned and operated by Quicksilva Limited. Quicksilva Limited hereby grants you a non-exclusive, worldwide, non-transferable, right and license to access and use UniqueQ™ for the term of the Free Period subject to the restrictions set forth in these Terms. Quicksilva Limited is not transferring ownership or title to UniqueQ™ to you.
UniqueQ™ is made available for use by you and only according to these Terms. Any reproduction, resale or redistribution of UniqueQ™ that is not in accordance with these Terms is expressly prohibited, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. The license granted hereunder may not be transferred by you to any third party and is non-exclusive.
You acknowledge that UniqueQ™ is proprietary to Quicksilva Limited and is protected by copyrights, trademarks, and/or other proprietary rights and laws. You may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce any of UniqueQ™ to a human-readable form. You may not reproduce, distribute or create any derivative works based on UniqueQ™ without expressly being authorised in writing to do so by Quicksilva Limited. All rights not expressly granted in these Terms are reserved to Quicksilva Limited and its suppliers.
The license granted hereunder entitles you to receive any and all standard updates and support that Quicksilva Limited provides to all users of UniqueQ™, generally. Notwithstanding the previous sentence, Quicksilva Limited reserves the right to charge all of its users fees for any future versions of, or premium (i.e., charged for) upgrades to, UniqueQ™. You understand that Quicksilva Limited may update or modify any of UniqueQ™ at any time, but is under no obligation to inform you of any such updates or modifications. For the avoidance of doubt, unless Quicksilva Limited chooses to provide such updates or modifications to all of its users, these Terms do not grant you any right, license or interest in or to any premium or "VIP" support, maintenance, improvements, modifications, enhancements or upgrades to UniqueQ™. To the extent that Quicksilva Limited supplies any updates or upgrades to you, they will be deemed to be subject to these Terms, unless Quicksilva Limited indicates otherwise.
6. End User Conduct
You are solely responsible for the content of your computer(s) and your UniqueQ™ instance and any transmissions made when using UniqueQ™. Your use of UniqueQ™ is subject to the Terms set forth herein and all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations. When using UniqueQ™ you hereby agree: (i) to comply with all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (ii) not to use UniqueQ™ to post, distribute, or otherwise make available or transmit any software or other computer files that contain malware or other harmful or destructive component; (iii) not to use UniqueQ™ for any illegal purposes; (iv) not to delete from UniqueQ™ or its related software, documentation or any Quicksilva Limited website used in connection with UniqueQ™, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos that you do not own or have express permission to modify; (v) not to use UniqueQ™ to interfere or disrupt any other networks connected to UniqueQ™; (vi) not to use UniqueQ™ to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (vii) not to use UniqueQ™ to distribute any unlawful, harassing, libellous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature. You shall not access or use someone else's UniqueQ™ instance at any time, without first obtaining the permission of the Instance owner. You agree that you are responsible for all actions and inactions of your employees, consultants, or any other third party that you allow to access your UniqueQ™ instance, and you agree to use commercially reasonable efforts to monitor such third-party users. Quicksilva Limited reserves the right to disable your instance or take any other action that Quicksilva Limited in its sole discretion deems necessary or appropriate in the event that Quicksilva Limited has reason to believe that your conduct while using UniqueQ™ has violated the terms of Section 5.
7. Passwords & Security
Use of UniqueQ™ hereunder requires you to use an email address to create a username and choose a password for access to your UniqueQ™ Instance (for security purposes, Quicksilva Limited recommends choosing a password for UniqueQ™ that is different from the username and password you use for other services or devices). Quicksilva Limited does not send emails asking for a user's UniqueQ™ username and/or password or any other username or password. To keep UniqueQ™ secure, you should keep all usernames and passwords confidential. Access to, and use of, password-protected and/or secure aspects of UniqueQ™ are restricted to authorised users only. Unauthorised individuals attempting to use any of UniqueQ™ may be subject to prosecution. You agree to carefully safeguard all of your passwords.
Quicksilva Limited does not maintain a list of user passwords so you are solely responsible if you do not maintain the confidentiality of your passwords and account information. Furthermore, you are solely responsible for any and all activity that occurs under your instance. Quicksilva Limited is not liable for any loss incurred by you resulting from another's use of your password as may be applicable, either with or without your knowledge. However, you may be held liable for losses incurred by Quicksilva Limited or another party due to another's use of your password as may be applicable, either with or without your knowledge. You agree to immediately notify Quicksilva Limited of any unauthorised use of your instance or any other suspected breach of security known to you, including if you believe that your password and/or instance information has been stolen or otherwise compromised.
8. Disclaimers and Limitation of Liability
UniqueQ™ or the Site is provided "AS IS," and Quicksilva Limited expressly disclaims any implied or expressed warranties or conditions of any kind.
You specifically acknowledge that Quicksilva Limited is and will not be liable for any defamatory, offensive or illegal content or conduct by you or other third party as it relates to the Site and UniqueQ™.
Quicksilva Limited and its associated companies and entities, suppliers and agents shall not be liable for any infection by any malware or damage to any computer that results from the use, access to UniqueQ™ or the Site.
Quicksilva Limited shall not be liable or responsible for any loss or damage caused in whole or in part by the occurrence of any contingency beyond the control of UniqueQ™, including but not limited to fires, civil unrest, riots, rebellions, accidents, explosions, interruptions or imperfections in telephone cables or computer systems, network or internet disruptions, electrical disturbances, power failures, satellite malfunctions or interruptions, floods, storms or any similar act or act of God.
In no event shall Quicksilva Limited, its associated companies and entities, suppliers or agents be liable for any damages whatsoever, including without limitation, damages resulting from the use or reliance on the information presented, loss of profits or revenues or cost of replacement of goods.
Compliance with Data Protection legislation applying in any jurisdiction where UniqueQ™ is used by you or otherwise applying to you shall be your sole responsibility and you hereby warrant to Quicksilva Limited that you have and will comply with all such Data Protection legislation in connection with your use of UniqueQ™.
10. Right to Terminate
Quicksilva Limited may, in its sole discretion, immediately terminate your license and right to use UniqueQ™ if (i) You declare bankruptcy, are involved in any bankruptcy proceedings or are otherwise insolvent: (ii) you breach these Terms and Conditions; (iii) Quicksilva Limited is unable to verify or authenticate any information you provide to Quicksilva Limited; or (iv) Quicksilva Limited decides, in its sole discretion, to discontinue offering UniqueQ™ to its users. Quicksilva Limited shall not be liable to you or any third party for termination of UniqueQ™ or your use of UniqueQ™. Upon expiration or termination for any reason, you shall no longer be authorised to use UniqueQ™. When your access to UniqueQ™ is terminated and/or your licence is cancelled, you will no longer have access to data and other material that you may have stored in connection with UniqueQ™ and that material may be deleted by Quicksilva Limited. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms and Conditions or otherwise existing at law shall survive any termination, expiration or rescission of these Terms and Conditions.
On notification of the termination of UniqueQ™ it is the responsibility of you to download all the historical and archived appraisal files before the final date to your local computer.
Upon termination of your licence, Quicksilva Limited has no reason to retain your data as it has no direct interest in the data. In accordance with Data Protection legislation, Quicksilva Limited will retain your data for one (1) month following termination or cessation of your licence. During this period, Quicksilva Limited will, upon written request, make this data available to you for the sole purpose of downloading all historical and archived files. At the end of 1 month from termination or cessation of licence, the data will be permanently deleted, including all backup files.
Title, ownership rights and intellectual property rights in UniqueQ™ shall remain with Quicksilva Limited. UniqueQ™ is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through UniqueQ™ is the property of the applicable content owner and is protected by applicable law. The licenses granted under these Terms give you no rights to such content. UniqueQ™ logos, and other names, logos, icons and marks identifying Quicksilva Limited are trademarks of Quicksilva Limited and may not be used without the prior written permission of Quicksilva Limited. All other product names mentioned are used for identification purposes only and may be trademarks or service marks of their respective holders. Nothing should be construed as granting, by implication, or otherwise, any license or right to use any Trademark without the written permission of Quicksilva Limited or such third party that may own the Trademarks. Your use of the Trademarks except as provided in these Terms is strictly prohibited.
Quicksilva Limited shall have a royalty-free, worldwide, perpetual license to use or incorporate into UniqueQ™ any suggestions, ideas, enhancement requests, recommendations or other information provided by you relating to the operation of UniqueQ™.
You shall (a) maintain in confidence all such information, including but not limited to UniqueQ™, (b) not disclose any such information to anyone except your employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by this Section 13), and (c) not use Quicksilva Limited’s confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of Quicksilva Limited. You shall have no right, title, or interest in or to the confidential information.
Information considered confidential by Quicksilva Limited includes, without limitation, all identifiable methodology, know-how, experience, data, databases, flow charts, reports, tables or other material produced in relation to the provisions of these Terms (including the negotiations leading to it) or any other information of whatever kind (whether commercial, technical, financial, operational or otherwise and whether communicated verbally, in writing or in any other form and whether or not expressly stated to be confidential) relating to a party (including but not limited to) its business, products, suppliers and customers.
The obligations imposed by this Section 13 shall not apply to any information that (a) is proven by you to have been rightfully received from a third party without accompanying use or disclosure restrictions; (b) is or becomes generally publicly available through no wrongful act of you or any other person or entity with a confidentiality obligation; (c) is already known to you prior to the date of disclosure as evidenced by documentation bearing a date prior to the date of disclosure; (d) is approved for release in writing by an authorised representative of Quicksilva Limited; or (e) required to be disclosed by law or by order of a court of competent jurisdiction; or by any applicable regulatory authority to which the relevant party is subject where such requirement has the force of law (provided that you shall immediately give Quicksilva Limited written notice and an opportunity to contest such required disclosure).
The remedy at law for any breach of any of the covenants and agreements set forth in this Section 13 may be inadequate, so in the event of any such breach or threatened breach, Quicksilva Limited shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions, without the necessity of proving damages. You further agree that this Section 13 shall in no way restrict or limit any other remedies Quicksilva Limited may have available at law and Quicksilva Limited may be entitled to recover the costs, including reasonable legal fees, to enforce its rights under this Section 13.
Upon the written request of Quicksilva Limited, you shall return, or certify that you have destroyed, all information disclosed under this Section 13 and any memoranda, diagrams, or any other documents containing any information disclosed under this Section 13.
In the event any one or more of the provisions of this Section 13 shall be deemed invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
14. Force Majeure
A party, provided that it has complied with the provisions of this Section 14, shall not be in breach of these Terms, nor liable for any failure or delay in performance of any obligations under these Terms arising from or attributable to acts, events, omissions or accidents beyond its reasonable control, including but not limited to any of the following:
- act of God;
- strike, lock out or other industrial actions or trade disputes (whether involving employees of the party in question or of a third party);
- war declared or undeclared, threat of war, terrorist act, revolution, riot, civil commotion, public demonstration, sabotage, act of vandalism;
- lightning, fire, storm, flood, earthquake, accumulation of snow or ice, lack of water arising from weather or environmental problems;
- import or export regulations or embargoes;
- difficulties in or inability to obtain labour, fuel, parts or machinery;
- power failure or explosion, fault or failure of any plant and apparatus;
- any failure of or defect arising from the Internet or any other third party communications links not under the direct control of the party suffering that event;
- governmental restraint, act of Parliament, other legislation, by-law, prohibition, measure or directive of any kind of any governmental, parliamentary, local or other competent authority;.
In the event of either party being so hindered or prevented (“Force Majeure Event”), the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause, and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party.
If the Force Majeure Event prevails for a continuous period of more than six months, either party may terminate agreement to these Terms by giving 60 days' written notice to the other party. On expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of these Terms occurring prior to such termination.
15. Entire Agreement
These Terms shall constitute the entire agreement and understanding between the parties with respect to all matters which are referred to in it and the subject matter of it and shall supersede any previous agreement(s), prior drafts, undertakings, representations, warranties and arrangements of any nature whatsoever whether or not in writing between the parties in connection with the subject matter of these Terms.
Each of the parties acknowledges and agrees that it has not been induced to enter into agreement of these Terms in reliance upon, and in connection with these Terms does not have any remedy and waives all rights in respect of, any warranty, representation, statement, agreement or undertaking of any nature whatsoever other than as expressly set out in these Terms.
16. Governing law and jurisdiction
These Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims are governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this agreement, its subject matter or its formation including non-contractual disputes or claims.
If any provision of these Terms or part of a provision is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Quicksilva Limited shall have the right to identify you as a user of UniqueQ™. You agree that Quicksilva Limited may use any logo and/or name associated with you on Quicksilva Limited website and other materials in order to identify you as a Quicksilva Limited user.
Notices by Quicksilva Limited to you may be sent to the email address you provide during the Sign-Up Process or otherwise by any means that Quicksilva Limited determines in its sole discretion as likely to come to your attention. All notices sent by you to Quicksilva Limited in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of Quicksilva Limited set forth herein.
A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
21. No Exclusivity
You acknowledge and agree that Quicksilva Limited is in the business of providing remote access, remote support, collaboration and data management solutions and that Quicksilva Limited may provide such services to third parties, including any competitors of you, which the same or similar to UniqueQ™ are provided to you hereunder.
The Customer shall not be entitled to assign, sub-contract or otherwise dispose of any of its rights or obligations under these Terms without the prior written consent of Quicksilva Limited, such consent not to be unreasonably withheld.
Quicksilva Limited may sub-contract its obligations under these Terms to a third party.
By entering into these Terms the Customer consents to Quicksilva Limited at any time upon written notice and without seeking the further consent of the Customer assigning its rights and obligations under these Terms to a third party (the “Transferee”).