Terms & Agreements

QGate Terms & Agreements

QGate Website – Terms of Use

QGate is the website for QGate Software Ltd

ACCEPTANCE OF TERMS

Your access to and use of www.qgate.co.uk (“the Website”) and any Services referred to in Clause 2, issubject exclusively to these Terms and Conditions. You will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions. By using the Website, you are fully accepting the terms, conditions and disclaimers contained in this notice. If you do not accept these Terms and Conditions you must immediately stop using this Website.

We reserve the right to update or amend these Terms and Conditions at any time and your continued use of the Website following any changes shall be deemed to be your acceptance of such change. It is, therefore, your responsibility to check the Terms and Conditions regularly for any changes.

THE SERVICES

The Website may provide communication tools such as email, bulletin boards, chat areas, news groups, forums and/or other message or communication facilities (“the Services”) designed to enable you to communicate with others. Unless stated otherwise the Services are for your personal and non-commercial use only.

CHILD SUPERVISION

We are concerned about the safety and privacy of our users, particularly children. Parents who wish to allow their children access to and use of the Website/Services should supervise such access and use. By allowing your child access to the Services you are allowing your child access to all the Services, including email, bulletin boards, chat areas, news groups, forums and/or other message or communication facilities.

It is therefore your responsibility to determine which Services are appropriate for your child. Always use caution when revealing personally identifiable information about yourself or your children via any of the Services.

PRIVACY POLICY

We are committed to responsible data management and subscribe to the principles of the data protection legislation in the United Kingdom. We are committed to maintaining the privacy of our users and maintaining the security of any personal information received from you. If you register for any of the Services you will be asked to provide basic personal information. The information provided by you is not available for sale or use by third parties. The information is used solely for notifying you of changes or updates to the Website/Services. Further details can be found in QGate’s Privacy Policy.

USER ACCOUNT, PASSWORD AND SECURITY

If a Service requires you to open an account you will be required to complete the registration process by providing certain information and registering a username and password for use with that Service. You are responsible for maintaining the confidentiality of the username and password and for all activities which take place under your account. You agree to immediately notify us of any unauthorised use of your password or account or any other breach of security. In no event will www.qgate.co.uk be liable for any indirect or consequential loss or damage whatsoever resulting from the disclosure of your username and/or password. You may not use another person´s account at any time, without the express permission of the account holder.

ACCEPTABLE USE

You acknowledge that all information, text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials (“the Content”), whether posted publicly or transmitted privately, are the sole responsibility of the person from whom such Content originated. We do not control or endorse the Content and cannot guarantee the accuracy, integrity or quality of such Content and you acknowledge that by using the Services you may be exposed to Content that is offensive and/or indecent.
QGate will not be liable in any way for any Content or for any loss or damage of any kind resulting from the use of any Content transmitted via the Services and you agree to bear all risks associated with the use of any Content, including any reliance on the accuracy or completeness of such Content.

In using the Website/Services you agree not to:

1. use the Services to send junk email, spam, chain letters, pyramid schemes or any other unsolicited messages, commercial or otherwise;
2. post, publish, distribute or disseminate material or information that is defamatory, infringing, obscene, indecent, threatening, abusive, harassing or unlawful;
3. post, publish, distribute or disseminate material or information that incites discrimination, hate or violence towards any person or group on account of their race, religion, disability, nationality or otherwise;
4. threaten, abuse, disrupt, stalk or otherwise violate the legal rights (including rights of privacy and publicity) of others;
5. use any information or material in any manner that infringes any copyright, trademark, patent or other proprietary right of any party;
6. make available or upload files that contain a virus, worm, trojan or corrupt data that may damage the operation of the computer or property of another;
7. collect or store personal information about others, including email addresses;
8. advertise or offer to buy or sell goods or services for any commercial purpose, unless such communication facility specifically allows such messages;
9. impersonate any person or entity to mislead others;
10. violate any applicable laws or regulations;
11. use the Website/Services in any manner that could damage, disable, overburden or impair the Website/Services or interfere with any other party´s use and enjoyment of the Website/Services;
12. post, publish, distribute or disseminate material or information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information or confidential information disclosed during employment or under a confidentiality agreement);
13. attempt to gain unauthorised access to any of the Services, other accounts, computer systems or networks connected to the Website/Services through hacking, password mining or any other means.

We have no obligation to monitor the Services but shall be entitled to review materials posted to a
communications facility and, at our sole discretion, to remove any material that breaches these Terms and

Conditions or is otherwise objectionable.

TERMINATION

We have the right to terminate your access to any or all of the Services at any time, without notice, for any reason, including without limitation, breach of these Terms and Conditions. We may also at any time, at our sole discretion, discontinue the Website/Services or any part thereof without prior notice and you agree that we shall not be liable to you or any third party for any termination of your access to the Website/Services.

LINKS TO THIRD-PARTY WEBSITES

The Website/Services may include links to third-party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that www.qgate.co.uk is not responsible for the content or availability of any such sites.

INTERNATIONAL USE

You agree to comply with all applicable laws regarding the transmission of technical data exported from the United Kingdom or the country in which you reside (if different) and with all local laws and rules regarding acceptable use of and conduct on the Internet.

INTELLECTUAL PROPERTY RIGHTS

The Website and its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website and the Services) are protected by copyright, trademarks, patents and other intellectual property rights and laws. In accessing the Website, you agree that you will access the contents solely for your personal, non-commercial use. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading, copying and/or printing of pages of the Website for personal, non-commercial home use only.

www.qgate.co.uk does not claim ownership of any materials you post, upload or submit to any publicly accessible area of the Services. However, by doing so you are granting us a worldwide, royalty-free, nonexclusive licence to copy, distribute, transmit, reproduce, publicly display, edit, translate or publish such Content for as long as you elect to display such Content via the Services. The licence shall be terminated when such Content is deleted from the Services.

INDEMNITY

You agree to indemnify and hold www.qgate.co.uk harmless from and against any breach by you of these Terms and Conditions and any claim or demand brought against www.qgate.co.uk by any third party arising out of your use of the Services and/or any Content submitted, posted or transmitted through the Services, including without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses) howsoever suffered or incurred by ww.qgate.co.uk in consequence of your breach of these Terms and Conditions.

DISCLAIMERS AND LIMITATION OF LIABILITY

Use of the Website/Services is at your own risk. The Website/Services are provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a purpose, non-infringement, compatibility, security and accuracy.

To the extent permitted by law, www.qgate.co.uk will not be liable for any indirect or consequential loss or damage whatsoever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Website/Services.

www.qgate.co.uk makes no warranty that the Website/Services will meet your requirements, that Content will be accurate or reliable, that the functionality of the Website/Services will be uninterrupted or error-free, that defects will be corrected or that the Website/Services or the server that makes them available are free of viruses or anything else which may be harmful or destructive.

Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of www.qgate.co.uk for death or personal injury as a result of the negligence of www.qgate.co.uk

Nothing in these Terms and Conditions shall affect your statutory rights as a consumer.

SEVERANCE

If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.

GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the law of England and you hereby submit to the exclusive jurisdiction of the English courts.

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All Product End-User License Agreement

Please read this carefully before using materials

A. Property of licensor

Licensee (you the customer) may obtain a copy of this software product either by downloading it from an authorised site, via an authorised link or by copying it from authorised media. The copyright, database rights and any other intellectual property rights in the programs and data which constitute this software product (‘the materials’), are and remain the property of the QGate Software Limited, of Winchester, Hampshire, UK (‘the Licensor ‘). Licensee is authorized to use the License only if Licensee and Licensor accept all the terms and conditions set out below.

B. License acceptance procedure

By clicking” I accept the terms in the License Agreement’ and clicking [Next>] during the installation process and/or use of the product indicates acceptance of this License Agreement. Licensee’s installation and use of the Materials is subject to the terms and conditions of this Agreement. Licensee’s acceptance of this Agreement is strictly on behalf of the Licensee as a corporate entity.

C. License rejection procedure

If Licensee does not accept these terms and conditions, Licensee should click on the ‘Cancel’ button, delete the materials from its computer system and any copies on whatever media it has used.

LICENCE AGREEMENT AND LIMITED WARRANTY

1 Ownership of materials and copies

The Materials and related documentation are copyrighted works of authorship and may also be protected under applicable database laws. The Licensor retains ownership of the original Materials and all subsequent copies of the original Materials, regardless of the form in which the copies may exist. This License is not a sale of the original Materials or any copies.

2 License

The terms of this License cover all QGate Software Limited products. It applies to all license types, including but not limited to Trial, Evaluation, Demonstration, Perpetual and Subscription The Licensor grants Licensee a limited, non-exclusive license to:

• Use and copy the Materials for use on any computer system owned, leased and/or controlled by
• Licensee or any member of Licensee’s corporate group, which expression includes the Licensee, the
• Licensee’s majority-owned subsidiaries, any parent company having a majority-owned interest in the
• Licensee, and such parent’s majority-owned subsidiaries;
• Make copies of the Materials for back-up, archival or other security purposes and for legal purposes.

3 License Restrictions

3.1 Licensee may not use, copy, modify or transfer the Materials (including any related documentation) or any copy, in whole or in part, including any print-out of all or part of any database, except as expressly provided for in this License. If Licensee transfers possession of any copy of the Materials to another party except as provided in Section 2, above, the license is automatically terminated. Licensee may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Materials, except as expressly permitted by the law of this Agreement. Licensee may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Materials.

3.2 Licensee shall be entitled to modify and edit the Materials for its own needs and that of its affiliates as defined in 2a.

4 No transfer

The Materials are licensed only to Licensee. Licensee may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Materials, on a temporary or permanent basis, without the prior written consent of the Licensor or as otherwise provided in this Agreement.

5 Undertakings

Subject to any incompatible provision of this Agreement, Licensee shall undertake to:

5.1 Reproduce and include our copyright notice (or such other party’s copyright notice as specified on the Materials) on all and any copies of the Materials, including any partial copies of the Materials;

5.2 Hold all drawings, specifications, data (including object and source codes), software listings and all other confidential information relating to the Materials confidential using the same safeguards and procedures that Licensee uses to protect its own confidential and proprietary information and shall not at any time, during the term of this license and for two (2) years after its expiry, disclose the same, whether directly or indirectly, to any third party without the Licensor’s consent.

6 Limited warranty

6.1 Subject to the limitations and exclusions of liability below, the Licensor warrants that (a) the media where applicable on which the Materials are furnished will be free from material defects under normal use; and that (b) subject to the limitations set forth in Section 6.3 below, the copy of the program in the package will materially conform to the functional specifications contained in the documentation which accompanies the package for a period of three months following delivery, provided however. Licensor does not warrant that the program will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance.

6.2 The Licensor will also indemnify Licensee for (i) personal injury or death solely and the extent caused by or resulting from any defect in its products (ii) any fraudulent misrepresentation wilful misconduct or the negligence of Licensor’s employees.

6.3 The Licensor shall not be liable under the said warranty above if the Materials fail to operate in accordance with the said warranty as a result of any modification, variation or addition to the Materials not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Materials, including use of the Materials with equipment or other software which is incompatible.

7 No other warranties

The foregoing warranties made by Licensor in Section 6 above (Limited Warranty) are being made by Licensor in lieu of any other warranties, representations or guarantees of any kind, either expressed or implied, including, but not limited to, any other implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result which is not otherwise set forth in this Agreement. To be clear and for the avoidance of doubt, the Licensor does not warrant that the Materials will meet Licensee’s requirements or that its operation will be uninterrupted or error-free.

8 Limitation of liability

The Licensor’s entire liability and your exclusive remedy shall be:

8.1 After the Warranty Period the replacement of any media not meeting the Licensor’s ‘Limited Warranty’ and which is returned to the Licensor together with dated proof of purchase; or

8.2 If, during the Warranty Period, the Licensor is unable to deliver a replacement media which fully comports and complies with the warranties of Licensor to Licensee as set forth in this Agreement including Section 6 above, and is free of material defects, Licensee may terminate this Agreement by returning the Materials to the Licensor and any money paid by Licensee to the Licensor for the Materials will be refunded, along with the cost of postage and packing.

9 Exclusion of liability

9.1 Except in respect of personal injury or death to the extent caused by the negligence or wilful misconduct of the Licensor, in no event will the Licensor be liable to Licensee for any damages, including any lost profits, lost savings, loss of data or any indirect, special, incidental or consequential damages arising out of the use of or inability to use such Materials, even if the Licensor has been advised of the possibility of such damages. Nothing in this Agreement limits liability for fraudulent misrepresentation.

9.2 Notwithstanding the above, Licensor shall defend, indemnify and hold Licensor and its affiliates harmless of, from and against, any third-party claim/allegation that any portion of the Material infringes its intellectual property rights, and all related procedures, suits, damages, actions, causes of action, costs, expenses (including attorney and other expert fees), fines and penalties, and (ii) there shall be no limitation whatsoever to Licensor’s liability should Licensor fail to strictly comply with its confidentiality obligations hereunder.

10 Statistical Information

10.1 Notwithstanding anything else in the Agreement or otherwise, Licensor may monitor Licensee’s use of the Services and use Licensee Data in an aggregate and anonymous manner, compile statistical and performance information related to the provision and operation of the Services, and may make such aggregated and anonymous information publicly available, provided that such information does not incorporate Licensee Data and/or identify or discloses any Licensee Confidential Information. Licensor retains all intellectual property rights in such statistical information. Licensor agrees to comply with all privacy and data protection laws, rules and regulations with are or may in the future be applicable to such information.

10.2 Licensor hereby formally agrees never to disclose to anyone any Licensee Confidential Information nor to use same for any purpose other than for the performance of its obligations to Licensee hereunder.

11 Licensee statutory rights

This License gives Licensee specific legal rights and it is hereby acknowledged by both parties hereto that Licensee may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to Licensee. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case, the above limitations and exclusions shall be inapplicable to this Agreement to the extent said limitations and exclusions are not substantively in conformance with and are consistent with the terms of this Agreement including without limitation Section 6 of this Agreement above. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this Agreement and the remainder of the limitation or exclusion shall continue in full force and effect only to the extent said limitations and exclusions are not substantively contrary or inconsistent with the terms of this Agreement.

12 Term

The License granted to Licensee hereunder is effective from the date of product installation. The length of term of the license will vary depending on the type of license:
Subscription or Rental licenses will be in effect for the contracted period on receipt of payment(s)
Perpetual licenses will become perpetual on receipt of full payment.

13 General

13.1 With Licensee’s prior written permission during the Term of the License, the Licensee agrees that Licensor shall have the right, after supplying undertakings as to confidentiality, to audit at its sole cost and expense any computer system, on which the Materials are installed in order to verify compliance with this software license provided in no event shall any such audit by Licensor pursuant hereto take place more than once annually and provided its shall be performed with minimal disruption of Licensee’s operations.

13.2 Any clause in this Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Agreement shall not be affected by that deletion.

13.3 Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party’s right to take subsequent action.

13.4 This Agreement is personal Licensee and Licensee may not assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligation under it without the Licensor’s prior written consent PROVIDED HOWEVER Licensee shall have the right to assign the License under this Agreement without Licensor’s prior approval, to any parent, affiliate, or any related company, and in the event of any corporate merger, consolidation, or sale of assets or stock.

13.5 This Agreement is governed by the law of England and Wales, and is subject to the exclusive jurisdiction of the courts of England and Wales.

13.6 This Agreement constitutes the complete and exclusive statement of the Agreement between the Licensor and Licensee with respect to the subject matter of this Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between the parties relating to that subject matter.

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QGate Support Usage and Procedures

Support Usage and Procedures Usage

Problem Determination – Fair Usage.

QGate understands that at any point the Customer may require a level of assistance to help determine the possible source of an issue or error. QGate will provide assistance to help identify the source. However, depending on the Type(s) of Service taken, if the source of the problem appears to be outside of the product(s) directly supplied by QGate, we will advise the Customer to seek the resolution from the appropriate vendor. Such problem determinations assistance will be subject to Fair Usage.

• Discontinued Versions

Problem diagnosis and technical assistance will be provided for issues relating to the currently supported versions of the Software. From time to time Vendors may announce discontinuance of support for older releases. If the Customer continues using non-supported versions, assistance will be provided on a best-efforts basis only and the Customer acknowledges that escalation of issues to the Vendor will not be possible.

• Installation of updates

QGate will provide notification of New Versions and notable or high-impact issues and fixes as available from the QGate or a Vendor. It is the responsibility of the Customer to apply such updates in accordance with best practices including appropriate testing etc. If required, the customer can request assistance from QGate as a separate service engagement to carry out the installation/application of the update.

Procedures

Contacts

Americas Email
Support: support@qgatesoftware.com
Phone support: +1 517-853-1214 option 3
Hours: 9 AM to 7 PM EST Monday-Friday (Excluding Public Holidays)

Rest of the World
E-mail: Support@QGate.co.uk
Tel: 01329 222802
Hours: Mon-Fri 09.00-17.30 UK (Excluding Public Holidays)

Note: For web ticketing, you will need an ID and password – if you do not yet have these, please request them by email to support@qgate.co.uk

Before logging a Ticket Prior to logging a ticket, it is important that you provide as much information as possible: If possible, prepare screenshots of the error into a document showing the error/failure and the context in which it happens (i.e. the full screen, not just the error box). Seeing the records being accessed, for example, can often assist in our diagnosis. This can be attached to an email or the web ticket (in either Word or JPEG format ideally). If subsequent errors occur, these are just as important and should also be included. Details of how the problem can be re-produced, pre-requisite actions, settings, user(s) affected, etc.Change history; whether anything within the system and/or the hardware/software environment has been changed recently.Details of whether the issue is limited to: User(s) – can one user not do something that others can do? Specific Data – is the problem associated to particular records; accounts, contacts, etc? Computer – can the same user successfully carry out a task on one PC that they are not able to do on another? Any other patterns?Software Versions/Service Pack levels – We have some of these on record but levels can change without us being aware. This should include Operating System, Database Version, Client Software, and related applications (eg. MS Outlook).It is also recommended that you check the product documentation because what are you asking may either be functioning as designed or detailed in the documentation. QGate has extensive knowledge that may be able to help you with your CRM issues. Contact support or visit our blog. Please visit our partner websites for help with their solutions:
Intelli-CTi – https://www.intellicti.com/help/
Paribus – https://www.paribuscloud.com/help/

Logging a Ticket

There are three ways of logging a ticket, below is the procedure followed for each of these methods. Please be aware that at busy periods we may not necessarily be able to respond to your issue immediately. We operate a system where tickets are queued and dealt with in the order received and on a priority basis according to their urgency. In many cases, we will be talking on a technical level to help resolve your issues. Therefore, it is recommended that only technical staff with knowledge of the product log support issues liaise with us. If you do not have the necessary technical skills, please speak with your IT Department and ask them to the log the ticket on your behalf. Via Telephone – When you raise a ticket via telephone you will be issued with a ticket number before the end of the call. This will be followed up with an email confirming the ticket number and the ticket details.

Via Email – When you raise a ticket via email the issue will be logged in our system and you will be sent a confirmation email containing the ticket number and ticket details.

Via Web – When you raise a ticket via the web you will be sent a confirmation email containing the ticket number and ticket details.

Managing Tickets

Our approach to tickets is: Research; Replicate; Resolve; and Revert. What this means is that we aim to obtain sufficient information from you to allow us to replicate the issue and, once the cause is therefore recognised, revert back to you with the resolution. This may be iterative and we may request further information from you at any point during the process.

During the life of a ticket, it will go through several statuses – “With QGate”, “With Client”, ”With 3rd Party” and so on until it is “Resolved” which is when we are fully confident that a fix has been provided. Only when you confirm the resolution will we set the ticket to “Closed” You will receive, on the 1st of each month, a report stating the status of all tickets that you have opened and that we have closed during the month.

Urgency Levels

Service Level	Examples and Characteristics	We Will
Standard	• Abnormal termination • Moderate performance problems • Cosmetic problems on screens, reports or documentation • Functionality issues • Installation and upgrade questions	• Agree a period in which you will receive update reports • Escalate to your Account/Project Managers within an agreed period
Priority	• Serious impact on usability and/or performance • Difficult recovery • Misrepresentation of data • Significant reduction in users’ productivity	• Report on progress verbally daily and in writing • Agree a period in which you will receive update reports • Escalate to your Account/Project Managers and a Director within 24 hours
Critical	• Total System failure • Corruption or loss of data • Impossible recovery • Constant and extreme performance problem	• Report on progress twice daily in written form • Escalate to your Account/Project Managers and a Director immediately

Microsoft Cloud Agreement

For information about the Microsoft Cloud Agreement, click here.