WEQUAL GLOBAL LTD (company number 12564670 and registered office at Crown House, 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX) (“WeQual“) and its Affiliates (together the “WeQual Group“) own or control the WeQual Global Membership Platform (as defined below).
You wish to use the WeQual Global Membership Platform in connection with your business and WeQual is willing to make the WeQual Global Membership Platform available to you on the following terms and conditions.
1. RIGHTS
1.1 By the Contract You acquire the right to use such elements of the WeQual Global Membership Platform and associated Documentation as WeQual agrees with You for Your own business purposes and no other rights, title or interest in, to or under the WeQual Group IP. For the avoidance of doubt as between WeQual and You, all rights in the WeQual Group IP are and shall remain the sole property of the WeQual Group.
2. Suitability of the WeQual Global Membership platform
2.1 It is Your responsibility to determine whether the WeQual Global Membership Platform is appropriate to achieve Your intended results, aims and goals. WeQual disclaims all liability for any recommendations or advice that it or its Affiliates, Employees, representatives, agents, resellers, distributors or sub-contractors provide to You relating to the suitability of the WeQual Global Membership Platform for Your needs and You hereby irrevocably waive any claim arising from or relating to or otherwise in connection with any such recommendation or advice.
3. Grant of license
3.1 Subject to the full and prompt payment of the Fees and Your full and satisfactory compliance with these terms and conditions, WeQual grants You a limited, non-assignable, non-exclusive, revocable licence, for the Term (the “Licence”) to make such of the WeQual Global Membership Platform as you have paid for (together with the associated Documentation) available to such number of Authorised Users as is agreed with WeQual and paid for by You.
3.2 The licence granted under condition 3.1 excludes any sublicensing right (notwithstanding the licence granted to You to permit the Authorised Users to utilise the WeQual Global Membership Platform) and excludes the acts prohibited under condition 4.1 below.
4. Restrictions
4.1 You shall not, at any time during or after the expiry of the Term, without WeQual’s prior written consent, do any of the following:
4.1.A use or permit the use of the WeQual Global Membership Platform other than in Your business and for the benefit of Authorised Users;
4.1.B lend, lease, sub-licence or make the WeQual Global Membership Platform available to any third party;
4.1.B lend, lease, sub-licence or make the WeQual Global Membership Platform available to any third party;
4.1.E remove or change any proprietary or copyright notices, trademarks or trading names or other indications of source or ownership (of WeQual Group or any third party) that are included in the WeQual Global Membership Platform;
5. Fees and payments
6. Terms and termination
7. Effect of termination
8. Intellectual property rights
9. Warranties and representations
10. Indemnity
11. Limitations on liability
12. Data protection
13. Confidential information
14. Assignment
15. Notices
16. General
17. Interpretations
“Affiliate” means a holding or subsidiary company of a party or a subsidiary of the holding company each having the meaning assigned to them by section 1159 of the Companies Act 2006.
“Authorised User” means an Employee of You who is authorised to access and use the WeQual Global Membership Platform in accordance with the Contract and the Quotation.
“Business Day” means a day other than Saturday or Sunday which is not a public holiday in England.
“Commencement Date“ means the date on which WeQual first grants You and/or Authorised Users access to the WeQual Global Membership Platform.
“Confidential Information“ has the meaning given to it in condition 12.
“Contract” the contract between WeQual and You incorporating these terms and conditions.
“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
“Documentation” means any information provided to You by WeQual (whether online or in printed form) in connection with the WeQual Global Membership Platform as amended or replaced by WeQual from time to time.
“Employees” means individuals who are engaged by You under a contract of or for service during the Term including You‘s officers and directors.
“Fees” means the fees payable by You to WeQual in consideration of the licence granted hereunder as set out in the Quotation or as otherwise agreed in writing by the Parties.
“Group” means any person and its Affiliates from time to time.
“Intellectual Property Rights” means all industrial and intellectual property rights including patents, petty patents, utility models, copyright, database rights, design rights, registered and unregistered designs, design patents, trademarks, trading names, internet domain names, rights in the get-up of products (including the screens and user interfaces of software products) and other signs and indications of origin, and rights in technical know-how, data and confidential information, in each case whether registered or not and including pending applications and the right to apply for any of the foregoing and other rights of the same or similar effect anywhere in the world.
“IP Claim” is defined in condition 8.2.
“Licence” is defined in condition 3.1.
“Parties” means WeQual and You, and “Party” means either one of them.
“Quotation” means WeQual’s written quotation provided to You.
“Shared Personal Data” the personal data to be shared by You with WeQual under the Contract.
“Term” means, subject always to condition 3.1, the term detailed in the Quotation.
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
“WeQual Group IP” means any Intellectual Property Rights in or relating to the WeQual Global Membership Platform and/or the Documentation.
“WeQual Global Membership Platform” means the WeQual Global membership platform comprising hub.wequal.com, phone based app, attendance at WeQual events, access to WeQual Global resource library (including but not limited to post event reports, event recordings and articles) as may be varied, superseded, replaced or amended from time to time at WeQual’s discretion.