GENERAL CONDITIONS OF USE AND LICENSE OF THE IQUALIF SOFTWARE APPLICABLE FROM MARCH 10, 2022

 

SUMMARY :

 

 

- PREAMBLE

- DEFINITIONS

- DATA COLLECTION FRAMEWORK

- PARTIES' COMMITMENTS

- APPLICATION

- PROPOSED SERVICES

- SOFTWARE LICENSE

- TECHNICAL SUPPORT

- MEANS AND CONDITIONS OF OPERATION

- OBLIGATION, INVOICING, AND PAYMENT

- APPLICABLE LAW

- PRICING

- TERMINATION

- SERVICE COMPLIANCE

- WARRANTIES–LIABILITY

- CONFIDENTIALITY

- MODIFICATION

 

 

GENERAL CONDITIONS OF USE AND LICENSE OF THE IQUALIF SOFTWARE

 

BETWEEN :

Client :

AND

IQUALIF SARL, a company whose registered office is at Espace Erreda, 52 bd Zerktouni, 1st floor, N3, 20 140 Casablanca, Morocco, accessible on its website: iqualif.com and by phone, hereinafter referred to as IQUALIF.

 

PREAMBLE

This Agreement includes the period starting from the subscription date to these General Conditions of Use and its annexes. The whole is hereinafter referred to as the Contract.

Software publisher providing Navigators with advanced search functions, IQUALIF offers professional software, IT services, and other similar services enabling the Client to collect online data. In this context, IQUALIF, acting as the Client's representative, performs these collections from directory publishers (Digital Collections). The Client uses a “Database” (“BD”) and wishes to feed it with data from Digital Collections to create marketing segments and thus optimize future marketing actions. The Client has therefore asked IQUALIF to collect data or elements extracted from universal directories. It is under these conditions that the Parties have come together to establish the framework for this collection and their respective commitments (“Contract”).

 

1. DEFINITIONS

The expressions and terms in uppercase in the Contract shall have the following meanings:

Client: refers to any adult natural person or legal entity, signatory of these general conditions of use, having received a letter from IQUALIF containing the invoice for services and access licenses to the Services

Package: a fixed-term package of 1 month, 3 months, 6 months, 1 year, or other period during which the Client can use the software and services they have subscribed to

Interested Party: any natural person with legal capacity, or legal entity, wishing to obtain a quote or any information for a service or product provided by IQUALIF

Internet: network of multiple interconnected servers whose locations are spread across various geographical areas worldwide

Parties: IQUALIF and the Client or Interested Party

Workstation: referring to a personal computer

Server: master computer controlling certain network access and resources

 

2. DATA COLLECTION FRAMEWORK

The Parties acknowledge and agree that the data collected by IQUALIF via its software or through subsequent subcontractors, exposed to Digital Collections, are exclusively the data from the universal directory (identity, phone, postal address) (“Data”).

Any additional request from the Client for data collection not falling into the above category must be subject to prior written agreement from IQUALIF.

 

3. RESPECTIVE COMMITMENTS OF THE PARTIES

IQUALIF does not hold intellectual property rights over the Digital Collections nor ownership of the Databases and acts as an intermediary between the Client and directory publishers or other content providers.

The Client agrees to the collection of Data by IQUALIF for all Digital Collections carried out with them. The Client commits to:

• - implementing all appropriate measures to inform data subjects of the collection, the purposes of the processing that the Client intends to carry out on the Data, the duration of their storage, and the existence of third parties authorized to access the Data
• - performing all acts and procedures necessary to inform and guarantee Internet users their rights, including the right of access, opposition, rectification, and deletion of data in accordance with the EU General Data Protection Regulation 2016/679 (GDPR).

IQUALIF acts on behalf and for the account of the Client. IQUALIF is a data processor within the meaning of Article 4.8 of the GDPR, transferring or sharing Data without common means or purpose with the Client, who alone determines the purposes and means of processing data subjects not registered on an opposition list (e.g., BLOCTEL, DNCM, TPS, CRTC, Do not call). The data subject receives requests from the Client and not from IQUALIF.

 

4. APPLICATION

These general conditions, including the specific conditions appearing on one of IQUALIF's sites, apply to any service provision. Placing an order implies the Client's full and complete acceptance of these General Conditions of Use. No specific condition other than those of IQUALIF can, unless explicitly accepted in writing by IQUALIF, override these general conditions. Any contrary clause proposed by the Client cannot, in the absence of explicit acceptance, be invoked against IQUALIF, regardless of when it was brought to its attention.

Whether or not IQUALIF invokes any of these general conditions and/or tolerates a breach by the other party of any obligation under these conditions cannot be interpreted as a valid waiver by IQUALIF to invoke these conditions later.

IQUALIF provides professional software with licenses generated for the Client on its server platform following receipt of an online Purchase Order filled out by the Client on iqualif.com or any other site managed by IQUALIF, corresponding to the payment.

IQUALIF acknowledges receipt of the Purchase Order and payment from the Client. By completing and validating the online order form and checking the acceptance box of these general conditions, it constitutes the contract governing the relationship between the Client and IQUALIF, subject to the prior payment of the price by the Client.

The sending of payment to IQUALIF will validate the formation of the contract.

This contract can also be concluded with the help of IQUALIF if the client requests it by email or phone, subject to IQUALIF sending a confirming email and informing the Client of the products they have subscribed to.

The date of sending the email will be considered the Client's order date, at which the invoice will take effect.

The contract is deemed concluded on the date of order sent by IQUALIF. The Parties agree that this confirmation from IQUALIF will serve as proof between them in case of dispute.

IQUALIF will archive this order confirmation email on its own servers and keep it in a secure place.

The date and time of receipt will be those recorded by IQUALIF's server, which will be binding between the Parties until proof to the contrary.

In the absence of this acknowledgment of receipt, the contract cannot be considered concluded. It is then the Client's responsibility to contact IQUALIF to inform them.

 

5. PROPOSED SERVICES

These general conditions define the technical and financial conditions under which IQUALIF commits to providing services, tools, and software for the Client.

The specific conditions specify the various subscription options for the provision by IQUALIF of professional software to the Client.

The Client expressly recognizes that IQUALIF does not participate in the design, development, or production of specific software for the Client and its IT management and administration tools.

The service provided by IQUALIF is subject to these general conditions and the specific conditions appearing on one of its sites: iqualif.com or any other site managed by IQUALIF

These conditions constitute the complete contractual framework between the Parties. The mere online order constitutes full and complete acceptance of these Contractual Conditions.

The Client undertakes to have the power, authority, and capacity necessary to conclude and perform the obligations set out herein.

 

6. SOFTWARE LICENSE

IQUALIF holds a software package called “IQUALIF” accessible at iqualif.com. The Client installs the software on their server center.

IQUALIF grants the Client, who accepts it, a personal, non-transferable, and non-exclusive right to use the software, as described on iqualif.com, in accordance with its purpose, for the purposes mentioned in these Conditions Generales.

IQUALIF is the sole holder of the copyright rights of the software. The right to use the software granted to the Client under these general conditions does not transfer any intellectual property rights to the Client. The Client shall refrain from any act or acts that could directly or indirectly infringe IQUALIF's copyright or any other intellectual property rights associated with the software, such as industrial property.

The right to use the software granted to the Client under these general conditions includes, within the scope of intellectual property law, the permanent or temporary reproduction of the software in whole or in part, understood as the ability, for authorized users, to load, display, execute, or store the software, excluding any transmission.

 

The right to use is granted to the Client:

• - for use by authorized users only
• - for the sole purpose of these general conditions
• - worldwide
• - for the duration of these general conditions
• - for the only object code version of the software, excluding source codes
• - subject to full payment of the fee provided in the “Obligation, invoicing and payment” article

 

The right to use the software granted to the Client under these general conditions does not include:

• - the realization of any translation, adaptation, modification, or change of any kind and for any reason, these acts not being in any case necessary for the use of the software
• - the direct or indirect correction of anomalies affecting the software, this right being expressly reserved for IQUALIF
• - copying the software or any reproduction other than that arising from the right of use granted to the Client, in whole or in part, except for backup copies
• - using the prerogatives conferred by intellectual property law to design, produce, distribute, or market a similar, equivalent, or substitute software
• - dismantling or destroying the software
• - bypassing any protection measure of the software
• - installing the software in a location other than that authorized by these general conditions
• - using the software for purposes other than those authorized by these Conditions
• - disclosing information regarding the use of the software to third parties with whom no contract has been established
• - organizing seminars or training on the use of the software, free or paid
• - direct or indirect communication, making available, or transferring the right to use the software to a third party, not a party to these conditions, free of charge or for remuneration
• - using the software beyond the duration of these conditions

 

The Client undertakes not to use the software nor to exercise the prerogatives conferred by these Conditions to infringe the intellectual property rights or legitimate interests of IQUALIF.

 

7. TECHNICAL SUPPORT

IQUALIF provides the Client with technical assistance:

On the website

via the contact form or FAQ

Or by phone from Monday to Friday from 9 am to 5 pm (French time, local call cost in mainland France)

 

8. MEANS AND CONDITIONS OF OPERATION

The Client must have Internet access to use IQUALIF's professional software.

IQUALIF's software and services are provided by experienced personnel specialized in managing IT tools.

IQUALIF provides the computing power, hardware, and software necessary for the operation of the services offered to the Client, the list of hardware and software may vary.

IQUALIF commits to making every effort to ensure the permanence, continuity, and quality of the services it offers and therefore undertakes a means obligation. Consequently, IQUALIF will strive to offer a functional business software 24/7, but cannot guarantee this, given external factors that may prevent the use of its software.

The Client recognizes that bandwidth fluctuations and uncertainties from the Access Provider are elements that may cause an interruption of access, independently of IQUALIF's will and beyond its technical means.

IQUALIF guarantees access and use of its professional software under reasonable server load conditions. If, due to a number of connections or requests exceeding IQUALIF's forecasts, the capacities offered by the Provider become insufficient, the Parties will consult to consider technical modifications to find a solution.

 

9. OBLIGATION, INVOICING, AND PAYMENT

IQUALIF commits to providing software in accordance with its description as it appears on the website iqualif.com

The Client agrees to pay and respect the payment deadlines indicated on each invoice sent to them. The Client has 14 working days to pay the full invoice, unless otherwise indicated in writing by IQUALIF. Payments can be made to one of IQUALIF's accounts or by any other payment method proposed by IQUALIF.

The Client subscribing to a no-commitment subscription must, before the 3rd day of the month following their order, “set up a direct transfer to our account” or “provide a RIB and a direct debit authorization”. The debit or transfer must be made between the 1st and 5th day of each month. Any delay of more than 3 working days will result in the suspension of the Client's license and IQUALIF's services.

The Client subscribing to a Package must pay the full invoice corresponding to the duration of the package at the time of order.

In case of non-payment of an invoice within the deadlines or failure to set up automatic payment under a no-commitment subscription: IQUALIF will suspend the Client's license, as well as all products and services provided by IQUALIF until the Client's situation is regularized.

The Client is responsible for and must pay all taxes and charges due under or in connection with this Contract. Unless otherwise indicated with written proof from IQUALIF, all amounts owed by the Client to IQUALIF under this contract are excluding taxes, duties, or government taxes that may be imposed by any jurisdiction, whether or not based on gross amounts. If the Client withholds payment of taxes due under this contract, the amount of the next invoice will be automatically increased to compensate for these taxes.

If IQUALIF cannot provide one of its services or fulfill one of its obligations: if the period does not exceed 15 days, IQUALIF will not be responsible as it will have provided an alternative solution. From the month following the 15th day outage, IQUALIF will cease automatic withdrawals from its Clients. From the month following the 15th day outage, IQUALIF will reimburse clients who made automatic transfers or paid by Package. The reimbursed amount will be paid monthly and will be equal to the amount paid monthly by the Client or the price of their Package divided by the remaining monthly duration of the Package. The total reimbursement cannot exceed the number of remaining subscription months or unused Plans until services and obligations of IQUALIF are restored.

 

10. APPLICABLE LAW

This Contract is governed by Moroccan law. The use of solutions provided by IQUALIF is subject to the mandatory legislation of the State or country and the terms of use of visited and/or used sites and directories. Consequently, Users and Clients of IQUALIF are required to comply with the legislation of their State or country of residence or where the software is used, as well as the charters and terms of use of visited and/or used directories and sites.

The laws of the State or country where the Client resides will govern all claims and disputes under this contract, including claims for breach of contract, claims based on federal consumer protection laws, unfair competition, implicit warranties, unjust enrichment, and tort liability. If the Client acquired the software in another country, the laws of that country apply. This contract describes certain legal rights. The Client may have other rights, including consumer rights, in accordance with the laws of their State or country. The Client may also have certain rights regarding the party from whom they acquired the software. This contract does not modify these other rights if the legislation of the State or country does not permit it.

Any disagreement between the Parties regarding the validity, interpretation, or application of this Contract will first attempt to be resolved amicably. Failing an amicable agreement within a reasonable period not exceeding 2 months from the first letter of one Party to the other concerning the dispute, the Parties agree to refer the matter to the exclusive jurisdiction of the Commercial Court of Casablanca, Morocco.

 

11. PRICING

A license position valid for 1 year: see price list

A license extension valid for 6 months: see price list

A license position valid for 3 months: see price list

Prices are fixed unless otherwise indicated in writing by IQUALIF.

 

12. TERMINATION

IQUALIF licenses with Package are provided to the Client for 1 month, 3 months, 6 months, or 1 year.

Licenses of 1 month, 3 months, 6 months, or 1 year expire and are automatically suspended at the end of the Package period.

However, Packages can be automatically renewed if the Client has accepted the order in writing or by accepting specific conditions. In this case, the Client can request the cancellation of the automatic renewal by making a written request by mail or post.

IQUALIF licenses with a no-commitment subscription are provided to the Client for an indefinite period.

The Client can terminate Package licenses up to 7 days after purchase by making a written request by mail or post.

The Client can terminate no-commitment subscription licenses by making a written request by mail or post. The cancellation request will be processed within 7 working days and will take effect upon receipt of the request by mail or post.

In case of non-performance or non-compliance by one of the Parties with any of its obligations under the Contract, the other Party may notify the defaulting party of the immediate and automatic termination of the contract without recourse to the judge, ten (10) working days after a formal notice to remedy, if possible, this non-performance or violation, which will have remained without effect.

It will automatically end without formalities or recourse to the judge, nor any compensation of any kind, in the event of cessation of the marketing of IQUALIF's software and services.

 

13. SERVICE COMPLIANCE

The Client acknowledges having verified the adequacy of the service to their needs and having received from IQUALIF all necessary information and advice to fully subscribe to this commitment.

The Client must ensure that they have the organization, hardware, human resources, and skills to proceed with the use of the software and that they possess all relevant information concerning the software, its composition, and technical characteristics.

IQUALIF reserves the right to monitor the conditions of use of the software after informing the Client at least 2 days in advance. The Client agrees to cooperate with this audit by providing all relevant information. The Client agrees to pay, within 30 days of notification, any additional fee in case of non-compliant use with the fees paid to IQUALIF. Otherwise, IQUALIF reserves the right to terminate these general conditions.

 

14. WARRANTIES–LIABILITY

IQUALIF guarantees the protection of the Client against any infringement action subject to the following two cumulative conditions:

• - Written notification from the Client of the infringement action or the declaration that preceded it
• - That IQUALIF has been put in a position by the Client to defend its own interests and those of the Client and, for this purpose, that the Client has loyally collaborated in this defense by providing all necessary elements, information, and assistance for the conduct of this defense.

 

Any modification of the software without prior written agreement from IQUALIF will automatically exclude the implementation of this warranty. The above provisions set the limits of IQUALIF's liability for infringement of intellectual property rights resulting from such use.

 

By mutual agreement, the Parties expressly agree that IQUALIF's liability:

• - can only be engaged by the Client in case of proven fault
• - will only be engaged for the consequences of direct damages and that compensation for indirect damages is excluded. Indirect damages include loss of profits, turnover, margins, income, loss of orders, clients, operations, commercial actions, damage to brand image, third-party actions, and expected results
• - is limited to the amounts actually paid by the Client.

 

This clause remains applicable in case of nullity, resolution, or termination of these conditions.

 

Each Party declares having the capacity to conclude and execute this Contract.

In the context of executing the commitments arising from this Contract, each Party expressly undertakes to comply with laws, regulations, and other texts of any nature applicable to personal data, notably the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the Lei Geral de Proteção de Dados (LGPD).

It is specified for all purposes that the Client is responsible for processing the data of the Digital Collections they collect indirectly and manage alone, without recourse to IQUALIF, which does not have the status of joint controller of these Data.

 

15. CONFIDENTIALITY

The Parties agree to keep strictly confidential this Contract and not to disclose its existence or any of its terms without the prior written consent of the other Party unless disclosure is required by a jurisdiction, notably in tax matters, or by any supervisory authority by law and regulations or for judicial or administrative proceedings.

Each Party shall keep strictly confidential any technical, commercial, financial, operational, or other information to which it has had access in the context of the execution of this Contract.

The confidentiality obligations mentioned above will remain in effect after the expiration of this Contract for a period of five years.

 

16. MODIFICATION

This document constitutes the entire Agreement. Any modification of the Contract must be made by a written agreement signed by authorized representatives of each Party.

It cancels and replaces any other verbal or written agreement of any nature that may have existed between them previously.

 

 

---

Note: This text has been translated from French. The original version in French, which is valid and legally binding, is available here.