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IQUALIF SOFTWARE LICENSE TERMS AND CONDITIONS APPLICABLE FROM March 10th, 2020

 

SUMMARY:

 

 

- PREAMBLE

- DEFINITIONS

- DATA COLLECTION FRAMEWORK

- COMMITMENTS OF THE PARTIES

- APPLICATION

- SERVICES PROVIDED

- SOFTWARE LICENSE

- TECHNICAL SUPPORT

- MEANS AND OPERATING CONDITIONS

- OBLIGATION, INVOICING, AND PAYMENT

- APPLICABLE LAW

- PRICING

- TERMINATION

- CONFORMITY OF THE SERVICE

- WARRANTIES–LIABILITY

- CONFIDENTIALITY

- AMENDMENT

 

 

IQUALIF SOFTWARE LICENSE TERMS AND CONDITIONS

 

BETWEEN:

Customer:

AND

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

 

PREAMBLE

This Agreement includes the period beginning the day of subscription to the present General Terms of Use and its appendices. The set is hereinafter referred to as the Contract.

Software editor provided Browsers with advanced search functions, IQUALIF offers professional software, computer services, and other similar services enabling the Customer to collect data online. In this context, IQUALIF, as the Customer’s representative, carries out the said collections from directory publishers (Digital Collections"). The Customer uses “Data Base” (“DB”) and wishes to feed it with data from Digital Collections in order to enable it to create marketing segments and thus optimize its future marketing actions. The Customer thus asked IQUALIF to collect data or elements extracted from universal directories. It is under these conditions that the Parties have approached each other to establish the framework for the collection of this data and the respective commitments of the Parties (“Agreement”).

 

1. DEFINITIONS

Expressions and terms in capital letters of the Agreement shall have the following definitions:

Customer: means any natural person of legal age, or legal person, a signatory of these general conditions of use, having received a letter from IQUALIF containing the invoice of services and licenses to access the Services

Package: a package of a fixed duration of 1 month, 3 months, 6 months, 1 year, or another period of time during which the Customer may use the software and services to which he has subscribed

Interested: any natural person, having the legal capacity, or legal person, who wants a quote or any information for a service or product provided by IQUALIF

Internet: a network of several servers connected to each other and whose location is in various geographical locations throughout the world

Parties: IQUALIF and the Client or Interested Party

Position: referring to a personal computer

Server: a master computer controlling certain network access and resources

 

2. DATA COLLECTION FRAMEWORK

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

Any additional request from the Customer for data collection that does not fall within the above category must be the subject of a prior written agreement from IQUALIF.

 

3. RESPECTIVE COMMITMENTS OF THE PARTIES

IQUALIF holds neither the intellectual property of the Digital Collections nor the ownership of the Databases and plays a role of intermediation between the Customer and directory publishers or other content providers.

The Customer accepts the collection of Data through IQUALIF for all Digital Collections carried out with it. The Customer undertakes to:

  • - put in place all appropriate measures to inform the data subjects of the collection of Data, the purposes of the processing that the Customer intends to carry out    on the Data, the duration of its storage, and the existence of third parties allowed to access the Data
  • - carry out all necessary acts and procedures to inform and guarantee Internet users of their rights, in particular the right to access, oppose, rectify, and delete data in accordance with the General Regulation on EU Data Protection 2016/679 (GDPR).

IQUALIF acts in name and on behalf of the Customer. IQUALIF is a processor of the Customer’s data processing under Article 4.8 of the GDPR, by transferring or sharing Data with no means or common purpose with the Customer where the Customer alone determines the purposes and means of the prospecting processing of data subjects who are not registered on an opposition list (e.g. BLOCTEL, DNCM, TPS, CRTC, Do not call). The data subject receives requests from the Customer and not from IQUALIF.

 

4. APPLICATION

These general terms and conditions, including the specific terms and conditions found on one of IQUALIF’s websites, apply to any provision of services. Placing an order implies the Customer’s full and unreserved adherence to these General Terms of Use. No special conditions other than those of IQUALIF may, unless formally accepted in writing by IQUALIF, prevail over these general conditions. Any clause to the contrary proposed by the Customer will, therefore, in the absence of express acceptance, not be invoked against IQUALIF, regardless of the time at which it may have been brought to its attention.

That IQUALIF does not avail itself of any of these general conditions and/or tolerate a breach by the other party of any of the obligations referred to in these general conditions cannot be interpreted as valid Renunciation by IQUALIF to avail itself subsequently of these conditions.

IQUALIF provides professional software with their licenses generated for the Customer on its platform-server form following receipt of a Purchase Order completed online by the Customer at www.iqualif.com or www.iqualif.eu or any other site managed by IQUALIF, and corresponding to the payment.

IQUALIF will acknowledge receipt of the Purchase Order and payment by the Customer. When completing the online order form and validating it, by ticking the acceptance box of the general conditions of use, it forms the contract governing the relationship between the Customer and IQUALIF, subject to the prior payment of the price by the Customer.

Sending the payment to IQUALIF will consider the contract formed.

This contract may also be accomplished with the assistance of IQUALIF if the customer requests it by e-mail or telephone, subject to the sending by IQUALIF of an e-mail confirming the order informing the Customer of the products to which he has subscribed.

The date of the sending of the e-mail will be considered the Customer’s order date on which the invoice will take effect.

The contract is deemed to be final on the day the order is sent by IQUALIF. The parties agree that this confirmation from IQUALIF will serve as evidence between the parties in the event of a conflict.

IQUALIF will archive this order confirmation email on its own servers and be kept in a safe place.

The date and time of receipt will be those recorded by the IQUALIF server, which will be binding between the parties until proven otherwise.

If this acknowledgment of receipt is not sent, the contract cannot be deemed to have been established. It is then up to the Customer to contact IQUALIF to inform it.

 

5. SERVICES PROVIDED

These general conditions define the technical and financial conditions under which IQUALIF undertakes to provide services, tools, and software for the Customer.

The special conditions detail the different subscription options for the provision by IQUALIF of professional software for the Customer.

The Customer expressly acknowledges that IQUALIF does not take part in the design, development, or production of specific software for the Customer and its management and administration IT tools.

The service provided by IQUALIF is subject to the present general conditions and special conditions as they appear on one of its websites: www.iqualif.com or www.iqualif.eu

These conditions make up the entire contractual framework between the parties. The mere fact of placing an online order will constitute a full acceptance of these Contractual Conditions.

The Client undertakes to have the power, authority, and capacity necessary for the conclusion and execution of the obligations provided herein.

 

6. SOFTWARE LICENSE

IQUALIF owns a software package called “IQUALIF” which can be accessed at www.iqualif.com. The Client installs the software on its server center.

IQUALIF grants the Customer who accepts it, a personal, non-transferable, and non-exclusive right to use the Software, as described on www.iqualif.com, in accordance with its purpose, for the purposes referred to in these General Terms and Conditions.

IQUALIF is the exclusive copyright owner of the software. The right to use the software, granted to the Customer in these general conditions, does not entail any transfer of intellectual property to the Customer. The Customer shall refrain from any act or acts that may directly or indirectly affect IQUALIF’s copyright of the software or any of the other intellectual property prerogatives that may be associated with the software, such as industrial property.

The right to use the Software granted to the Customer under these general conditions includes, in the sense of intellectual property law, the permanent or provisional reproduction of the Software in whole or in part, understood as the faculty, for authorized users, to load, display, run or store the software, excluding any transmission.

 

The right of use is granted to the Customer:

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

 

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

  • - carrying out any translation, adaptation, arrangement, or modification of any kind and for any reason, these acts being in no way necessary for the use of the   software
  • - directly or indirectly correcting anomalies that may affect the software, with IQUALIF expressly reserving this right
  • - making any copy of the software or any reproduction other than that subject to the right of use granted to the Customer, whether total or partial, with the exception of the backup copy
  • - using the prerogatives granted to it by intellectual property law, to design, produce, disseminate, or market similar, equivalent, or substitute software
  • - any disassembly or destruction of the software
  • - circumventing any of the software protection measures
  • - installing the software in any location other than that allowed under these general conditions
  • - using the Software for a purpose other than that allowed under these Terms and Conditions;
  • - disclosing information about the use of the software to third parties with whom a contract has not been established
  • - organizing seminars or training courses on the use of the software, free or for a fee
  • - directly or indirectly communicating, making available or transferring the right to use the software to a third party, not a party to these terms and conditions, whether free or for a fee
  • - using the software beyond the term of these terms and conditions

 

The Customer shall ensure that it does not use the Software or use the prerogatives granted to it by these Terms and Conditions to infringe IQUALIF’s intellectual property rights or legitimate interests.

 

7. TECHNICAL SUPPORT

IQUALIF provides the Customer with technical assistance:

On the website

via the contact form or the FAQ

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

 

8. MEANS AND OPERATING CONDITIONS

The Customer must have access to the Internet to use IQUALIF professional software.

The IQUALIF software and services are provided by experienced staff who are specialized in the management of IT tools.

IQUALIF provides the computer power, equipment, and software necessary for the operation of the services offered to the Customer, the list of equipment and software may vary.

IQUALIF undertakes to make every effort to ensure the permanence, continuity, and quality of the services it offers and therefore subscribes to an obligation of means. As a result, IQUALIF will strive to offer functional business software 24 hours a day, 7 days a week, but cannot guarantee this, considering external factors that could prevent the use of its software.

The Customer acknowledges that bandwidth fluctuations and uncertainties emanating from the Access Provider are elements that may lead to discontinuity in access, independent of IQUALIF’s will and outside its technical means.

IQUALIF guarantees access to and use of its professional software under the conditions of a reasonable server load. If, because of a number of connections or requests exceeding IQUALIF’s forecasts, the capabilities offered by the Service Provider become insufficient, the parties will consult in order to consider technical changes to bring about a solution.

 

9. OBLIGATION, INVOICING, AND PAYMENT

IQUALIF undertakes to provide software that conforms to its description as it appears on the website www.iqualif.com

The Customer undertakes to pay and respect the payment deadlines indicated on each invoice sent to him. The customer has 14 working days to pay the total invoice unless otherwise stated in writing by IQUALIF. Payments may be made to one of the IQUALIF accounts or by any other payment method proposed by IQUALIF.

The Customer who has subscribed to a subscription without commitment must, before the 3rd of the month following his order, "set up a direct transfer to our account" or "provide a RIB and a direct debit authorization". The debit or transfer is to be made between the 1st and the 5th of each month. Any delay of more than 3 business days will cause the suspension of the Customer’s license and IQUALIF services.

The Customer who has subscribed to a package must pay the total invoice corresponding to the duration of the package at the time of the order.

In the event that the Customer does not pay an invoice within the time limits set or does not proceed with setting up an automatic payment within the framework of a subscription without commitment: IQUALIF will suspend the license of the Customer, shall also suspend all products and services provided by IQUALIF until the Customer’s situation is rectified.

The Customer is responsible and shall pay all taxes and charges due under or in connection with this Agreement. Unless otherwise indicated with written proof by IQUALIF, all amounts owed by the Client to IQUALIF under this contract are exclusive of any taxes, duties, or government fees that may be imposed by any jurisdiction, whether or not they are based on gross amounts. If the Customer withholds payment of taxes due under this contract, the amount of the following invoice will be automatically increased in order to offset 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 held responsible as it will have provided an alternative solution. From the month following the 15th-day breakdown, IQUALIF will stop the automatic debits from its Customers. From the month following the 15th-day breakdown, IQUALIF will refund customers who have made automatic transfers or who have paid with a Package. The amount reimbursed will be paid monthly and equal to the amount paid monthly by the Customer or equal to the price of his Package divided by his monthly duration of the remaining Package. The total refund may not exceed the number of remaining subscription months or unused Plans until IQUALIF’s services and obligations are restored.

 

10. APPLICABLE LAW

This Agreement is governed by Moroccan law. The use of the solutions provided by IQUALIF is subject to the mandatory public policy legislation of the state or country and to the conditions of use of the sites and directories visited and/or used. Therefore, Users and Customers of IQUALIF are obligated to respect the legislation of their state or country of residence or from which the software is used as well as the charters and conditions of use of the directories and sites visited and/or used.

The laws of the state or country in which the Customer lives shall govern all claims and disputes under this contract, including claims for breach of the terms of the contract, claims based on federal consumer protection laws, unfair competition, implied warranties, unjust enrichment, and tort. If the Customer acquired the software in another country, the laws of that country apply. This contract describes certain legal rights. The Customer may benefit from other rights, including consumer rights, provided by the laws of their state or country. The Customer may also have certain rights regarding the party from which the Customer acquired the software. This contract does not alter these other rights if the laws of the state or country do not permit it.

Any difference between the Parties as to the validity, interpretation, or application of this Agreement shall be subject to a prior attempt to settle out of court. If no amicable settlement has been reached within a reasonable period which shall not exceed 2 months from the first letter from one Party to the other concerning the challenge, the Parties agree to appeal to the exclusive jurisdiction of the Commercial Court of Casablanca, Morocco.

 

11. PRICING

One license position valid for 1 year: see fee schedule

One license extension valid for 6 months: see price list

One license position valid 3 months: see price list

Rates are fixed unless otherwise stated in writing by IQUALIF.

 

12. TERMINATION

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

The 1-month, 3-month, 6-month, or 1-year licenses expire and are automatically suspended at the end of the Package term.

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

The IQUALIF licenses with subscription without commitment are provided to the Customer for an indefinite period.

The Customer may terminate the licenses with Package up to 7 days after the purchase by making a written request by mail or postal mail.

The Customer may terminate the licenses with subscription without commitment by making a written request by mail or postal mail. The cancellation request will be processed within 7 business days and will take effect upon receipt of the request by mail or post.

In the event 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) business days following a formal notice to remedy, if possible, such non-performance or breach, which has remained without effect.

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

 

13. SERVICE COMPLIANCE

The Client acknowledges having verified the adequacy of the service to its needs and having received from IQUALIF all the information and advice that are necessary to subscribe to this commitment in full knowledge of the facts.

The Customer shall ensure that he has the organization, the material, human resources, and the skills to proceed with the use of the software and that he has all the relevant information concerning the software, its composition, and its technical characteristics.

IQUALIF reserves the right to audit the conditions of use of the software after having informed the Customer at least 2 days in advance. The Customer undertakes to cooperate in this audit by providing all relevant information. The Customer agrees to pay, within 30 days following notification, any additional license fee in case of use that does not correspond to the fees paid to IQUALIF. Failing this, IQUALIF retains the right to terminate these general conditions.

 

14. WARRANTIES–LIABILITY

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

  • - Notification in writing by the Client of the infringement action or the declaration that preceded it
  • - That IQUALIF has been put in a position by the Client to ensure the defense of its own interests and those of the Client and, to do so, that the Client has collaborated loyally to the said defense by providing all the elements, information, and assistance necessary to carry out such a defense.

 

Any modification of the software without the prior written agreement of IQUALIF will automatically exclude the implementation of this warranty. The above provisions set forth the limits of IQUALIF’s liability for infringement of intellectual property rights as a result of such use.

 

By mutual agreement, the parties expressly agree that IQUALIF’s responsibility:

  • - may only be engaged by the Customer in the event of a proven fault
  • - is committed only for the consequences of direct damage and that compensation for indirect damage is excluded. Indirect damages are losses of profits, turnover, margins, revenues, loss of orders, customers, operations, commercial actions, damage to the brand image, the action of third parties, and the expected results
  • - is limited to the sums actually paid by the Customer.

 

This clause remains applicable in the event of nullity, resolution, or termination of these terms and conditions.

 

Each Party declares that it has the capacity to enter into and conclude this Agreement.

As part of the execution of the commitments resulting from this Agreement, each Party expressly undertakes to comply with the laws, regulations, and other texts of any kind applicable regarding personal data, including the European Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and Lei Geral de Proteção de Dados (LGPD).

It is specified for all purposes that the Customer is responsible for the processing of the data of the Digital Collections that it collects indirectly and manages alone, without recourse to IQUALIF, which does not have the capacity of joint controller of these Data.

 

15. CONFIDENTIALITY

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

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

The confidentiality obligations referred to above shall remain in effect after the expiration of this Agreement for a period of five years.

 

16. AMENDMENT

This document represents the entire Agreement. Any amendment to the Contract must be the subject of a written agreement signed by the authorized representatives of each Party.

It cancels and replaces any other verbal or written agreements of any kind which may have existed between them beforehand.

 

 

Take a note: This text has been translated from French. The original French version, which is valid and legally restrictive, is available here.