Terms and Conditions
Qviro Services
Introduction
These terms and conditions (the “Agreement”) set out the contractual relationship between Qviro and the Client regarding Qviro’s services. The Client desires to collect its end-user reviews on its products through Qviro’s platform and Qviro intends to provide the Client Services including the Client’s end-user reviews. The Agreement comprises the following documents:
i) General Terms, see Part I;
ii) Specific Terms, see Appendix I;
iii) Presentation of Qviro’s Platform and Services, see Appendix II;
iv) Service terms, see Appendix III; and
I General Terms
Article 1 Definitions
In the Agreement, the following terms shall have the following meanings:
i) Qviro: Qviro BV, having its registered offices in Belgium at 3600 Genk, André Dumontlaan 31, registered under enterprise number 0746.778.353;
ii) Platform: Qviro’s review platform for industrial technology, as detailed under Appendix II.
iii) Services: Qviro’s services relating to the Platform, as detailed under Appendix III.
iv) Client: The client as defined in the Specific Terms (Appendix I);.
v) Operator: The Client and its representatives.
vi) Content: Any and all data and information (including, without limitation, any advice, statements, trademarks, tradenames, designs, services, offers, text, sound, video, images, software, notifications) provided by Qviro or available on the Platform.
vii) Operator Content: The Content made available by an Operator.
viii) Intellectual Property Rights: All intellectual property rights such as (without limitation) patents, designs, models, copyrights, software and database rights, trademarks, know-how, domain names and trade names.
ix) GDPR: European Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. The terms “Data subject”, “Controller” and “Processor” as used herein have the meanings given in the GDPR.
x) Confidential Information: Any and all information or material of any kind shared by one party (the “Disclosing Party”) with the other party (the “Receiving Party”), whether orally or in writing, regardless of the nature of said information or the means of communication used. This only concerns information i) that has been marked as confidential; ii) whose confidential nature has been made known by the Disclosing Party, orally or in writing, to the Recipient Party; or iii) that due to its character and nature, a reasonable person under like circumstances would treat as confidential, including, without limitation, the Operator Content and End-User Content.
Article 2 Object and applicability of the Agreement
The purpose of the Agreement is to set out the rights and obligations of the Parties in relation to the Services.
The Agreement comprises the sole and exclusive terms and conditions applicable to the Services, prevailing over any other terms and conditions (in particular those of the Client), even if they claim to apply solely and exclusively. Deviations from the Agreement are only valid if and to the extent they have been agreed in writing by both Parties. In such case, the other provisions remain applicable.
Article 3 Services and Platform
The Services and the Platform comprise three functionalities, most notably:
i) Brand Trust, to capture and showcase product reviews to strengthen Client’s brand
ii) Intelligence, to convert users’ reviews into actionable insights to improve Client’s products
iii) Buyer Intent, to gain insight in buyers’ intent to target Client’s sales efforts.
More information about the Services as well as the Platform and its functionalities is provided in Appendix II. The Specific Terms will indicate which functionalities will be available to the Client and its Operators. The Service Terms (Appendix III) define the applicable working methods and requirements.
Qviro intends to develop the Platform continuously, without any obligation to that end. Qviro may make changes to the Platform from time to time, at its sole discretion to the extent that such changes shall not alleviate Qviro’s obligations under the terms of the Agreement. Users’ access to the Platform is subject to Qviro’s Terms of Use and Privacy Policy, as available on Qviro’s website.
Article 4 Fees – Invoicing – Payments
The fees and payment terms are determined in the Specific Terms. All prices indicated are net prices. Any existing or future taxes shall be borne by the Client.
Payments shall be made within 30 (thirty) calendar days after the invoice date. In case of late payment, without prior notice, the Client is liable to pay a lump-sum compensation of 10% of the unpaid amounts (with a minimum of150 EUR). If the Client fails to pay by the due date and does not respond to a formal notice of default within fifteen (15) days after receipt of such notice, Qviro may suspend the performance of its obligations. Should any payment remain unpaid for thirty (30) days after the due date and if the Client fails to respond to Qviro’s written notice of default within fifteen (15) days after receipt of such notice , Qviro may terminate the Agreement by giving a written notice to the Client, without affecting Qviro’s right to claim payment in full as well as damages.
Article 5 Intellectual Property Rights
The Platform and Content are protected by Intellectual Property Rights or other proprietary rights, all of which belong to Qviro or its licensors. Nothing in the Agreement may be construed as conferring upon the Client or Operators any Intellectual Property Right or license or right, unless expressly provided otherwise.
The Client authorizes Qviro to identify the Client as a customer of Qviro and to use the Client’s trademarks and trade names (including logos) to that end, for example in its sales presentations, marketing materials and on its website.
Article 6 Data - GDPR
If Qviro processes personal data within the meaning of article 4 of European Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”), such personal data will be processed in accordance with the GDPR and other applicable data protection regulations (if any).
/ Qviro acting as a data controller
Qviro shall act as a data controller with regard to the following purposes:
- Processing of log-in details of clients and users of the Qviro platform
- Customer management to
o Provide services
o Provide access to the platform
- Transmission of personal data of users of the Qviro platform to Client after obtaining their consent
Client shall act as a data controller with regard to the following purposes:
- Direct contact to the users that the client have provided from Qviro. (Direct/Indirect leads)
- Processing raw data of reviews & reports that Qviro provides.
a. The Parties’ processing of personal data as a data controller shall be subject to the following provisions.
Each Party, as a data controller, shall undertake to ensure that the personal data for which they are responsible and held on their system for the defined purposes are managed in a manner compliant with the GDPR and the applicable national data protection legislation. Each Party shall inform the other Party if he cannot comply with Clause ii)(a) of Article 6(“Terms”) or the GDPR, without undue delay, and grants the right to the other controller to suspend the disclosure and transfer of personal data and/or to terminate these Terms.
Both Parties undertake to inform data subjects of the processing purposes that each Party will perform with the personal data and shall provide all the information that the Party must provide in accordance with articles 13 and 14 of the GDPR.
Each controller shall separately manage the commercial and data management activities of their respective processors. The controller shall only provide such personal data to the processor as the processor may reasonably require to provide their services. The controller guarantees that he shall use only processors providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing will meet the requirement of the GDPR and ensure the protection of the rights of the data subjects. The processing of personal data by a processor shall be governed by a data processing agreement containing all mandatory provisions as defined by article 28.3 of the GDPR.
The Parties shall not retain or process the personal data for period that is longer than necessary to carry out the purposes of the processing. The personal data may be processed for a longer period to comply with any statutory or professional retention periods.
Each Party shall ensure that data subjects may effectively execute their rights for the processing purposes each Party is accountable for. Data subjects have the right to obtain certain information about the processing of their personal data through an access request. Data subjects also have, within the limits and restrictions of articles 15 to 23 GDPR, the right to rectification, the right to erasure of their personal data, the right to restriction of processing, the right to data portability and the right to object to the processing of personal data. If one Party receives a request from a data subject for a specific processing purpose where the other Party determines the means and purposes, the request shall be transferred immediately to the other Party which shall respond to the request within 1 (one) month of reception of the request by the one Party.
Each Party shall be liable for the damages caused by its actions or omissions regarding their respective data processing activities. Each Party shall be solely liable for the damages caused by their respective processors. The controller which appointed the processor causing the damages shall indemnify the other controller for all damages caused by this respective processor.
Each Party shall inform each other and the data subjects of their point of contact regarding personal data protection queries.
Article 7 Liability
The obligations of Qviro are specified in the Service terms. Qviro shall make best efforts to provide Services in accordance with Service terms (Appendix III). The Platform and Services are provided “as is” and “as available”, with all faults. Qviro bears no responsibility as regards the content provided by the Client, its Operators and/or the information they submitted. Qviro hereby disclaims any representation, warranties or conditions of any kind in this regard.
Qviro cannot be held liable for (i) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (ii) indirect, punitive, special, exemplary or consequential loss or damage.
Qviro’s maximum aggregate liability shall in any case be limited to the lesser of (i) the amount of the fees paid for the Services or, in case of recurring Services, the amount of the fees paid for the Services over the last 12 months, or (ii) 25.000 EUR. This limitation of liability will not apply if Qviro commits a fault with fraudulent intent or intention to harm or if Qviro, by law, cannot exclude or limit its liability.
The Client must take all necessary measures that can reasonably be expected to limit its damage.
Article 8 Term and termination
The duration and starting date of the Agreement are determined in the Specific Terms. Unless agreed otherwise, the Agreement is deemed terminated upon expiration of the agreed term.
Each Party may terminate the Agreement with immediate effect and without indemnity, if:
i) the other party is declared bankrupt or has filed for bankruptcy;
ii) the other party ceases its activities and/or divests assets that are relevant for the performance of this Agreement; and/or
iii) the execution of the Agreement is suspended for more than 2 (two) months due to force majeure.
The provisions which due to their nature are intended to continue to apply after the termination of the Agreement between the Parties shall remain in force.
Article 9 Order of Precedence
In the event of conflicting provisions in the Agreement, the following order of precedence shall apply:
i) Specific Terms;
ii) Agreement on the processing of Personal Data;
iii) General Terms;
iv) Service Terms; andli
v) Presentation of the Platform.
Article 10 Miscellaneous provisions
In the event that any provision of the Agreement is found to be invalid or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted, and the invalid or unenforceable portion shall be deemed to be severed, without affecting the validity and enforceability of the remaining provisions.
The Client must submit any complaint with Qviro either within three (3) years of the date on which such claim or cause of action arose or to the maximum extent permitted by applicable law whichever is longer. Such complaints must be made in writing and must comprise a clear, accurate and substantiated description of the alleged non-compliance.
The Agreement and, in general, any (contractual) relationship and/or claim related to the use of the Platform is subject to the laws of Belgium.
Unless otherwise provided by mandatory legal dispositions, in case no settlement can be reached, any dispute that may arise between Qviro and the Client shall be subject to the exclusive jurisdiction of the courts competent for the registered seat of Qviro.
APPENDIX I] Presentation of Qviro’s platform
Qviro.com is a two-sided user review platform for robotics and Industry 4.0 technologies.
Qviro provides industrial buyers with the following services:
-easily compare all the different brands on the global market within a certain product category.
-choose the best industrial technology based on product information (specifications, use cases, FAQ) and reviews of real users.
-get an instant price indication of products.
Which products are listed on Qviro?
The Qviro platform covers all existing products available in a category to give the user (buyer) the entire market overview. In case someone notifies us of a missing product, we act and add the product as soon as possible.
Where does Qviro get its product prices?
Some of the product prices come directly from the suppliers. Others are received from integrators of the product or found on different sources of the internet. We don’t guarantee that all product prices are 100% accurate, our mission is to provide an instant indication of a ballpark figure. In case someone notifies us of an inaccurate product price, we act and make a correction as soon as possible.
Is Qviro a webshop?
Qviro is not a webshop where you can buy products online. Qviro is the place where buyers get informed to make a good decision based on user reviews.
Do buyers pay to browse Qviro?
No, Qviro is free to use.
Who determines which reviews are published?
All reviews are manually examined by the Qviro team of experts in an effort to ensure published reviews are from verified sources and provide helpful content. All reviews are treated equally during the verification process, regardless of rating or vendor. During this process, the team verifies the reviewer’s identity, checks for conflicts of interest, and evaluates the review against our site guidelines.
What happens if a fraudulent review is found?
If a review is found to be fraudulent by our team, it will be removed from our site. In addition, the reviewer may be subject to removal from any outreach campaigns, and/or banned from leaving future reviews on our site. If a vendor is found to have participated in fraudulent activity, their account may be subject to future penalties such as a publicly visible warning about suspicious activity.
What is considered fraud?
Attempts by a vendor to influence the reputation of themselves, or another vendor, by:
-Paying for the services of a third party to post reviews
-Submitting reviews of their own product, or of any product (such as a competitor’s product) in which they have a financial interest
-Submitting reviews on behalf of an actual user, with or without their consent
-Encouraging reviews to be posted based on false pretences
-Discouraging users from posting negative feedback
-Harassing or bullying a reviewer over a review in an attempt to force its removal
-Reviewing a competitor’s product or paying for reviews to be submitted to a competitor’s account
Fraudulent activity may also include attempts by a reviewer to damage the reputation of a vendor or obtain incentives, through false pretences such as:
-Writing a review of a software product without actual experience using the product
-Writing a review of a software product after being solicited by a competitor
-Copying content from another source, including our own site
-Allowing a third party to post a review on your behalf
-Reviewing a product for which they have a conflict of interest or a financial stake in its success.
Which contact information does Qviro use to identify users of a certain product?
Qviro uses publicly available sources (LinkedIn, Youtube,…) to find users of certain products. As this information is publicly available, Qviro can reach out without limitation.
Qviro can also use contact information from the Client, on the condition that a data processing agreement between the Client and Qviro is in place.
How does Qviro convince product users to write a review?
Qviro uses all resources it thinks are necessary to convince people to write a review. Qviro will contact the users using LinkedIn, email, or phone. Qviro will also incentivize product users. Incentives include but are not limited to rewards (Amazon vouchers) in return for reviewing or referring another reviewer, or donations to a nonprofit.
What are the terms of contract cancellation?
The collaboration with Qviro is a minimum of 3 months. During these 3 months, there is a minimal budget (defined in specific terms). After 3 months the client can end or pause the collaboration before the start of every month by writing an email before the month starts.
Pausing the collaboration is allowed with a maximum of 1 month per year and during that period the spending budget will be set to 0.
Ending the collaboration will terminate the commitment. After ending the collaboration, the collaboration can be reactivated at any time and will start again within a minimum of 3 months.
Is it possible to modify the questionnaire list of contacted qualified direct leads?
Yes, the client can provide Qviro with a custom question list. The maximum amount of questions that can be provided is five.
Do we only get leads specified for our products?
Yes, you don’t get leads that have an interest in product categories where you don’t have products in. For example: if the client does not offer articulated 6-axis robot arms, we will not send a lead interested in articulated 6-axis robot arms.
How to you reach out to Contacted Leads?
The fee for Qualified Leads is charged for leads with basic qualification criteria:
● Professional email address
● Name
● Legit company
● End-customer, integrator, distributor, or academic user
● No student, no competitor or no spam
The fee for Contacted Leads will be charged for leads that are enriched with more in-depth information collected by Qviro. The information is obtained by contact through phone, video call, website chat conversation, LinkedIn conversation or email.
How do you make sure our customer list isn't copied and sold to third persons?
The client & Qviro sign a data process agreement contract, which states the customer list information provided by the client can be only used for collecting reviews for the client’s products. This list of customer data will not not leave your secured drive/dropbox and does not enter our CRM system. Qviro can’t use the data for marketing purposes or any other purpose other than collecting a review for the client.
Is it possible to adjust (increase or decrease) the ordered number of leads during the running month?
The client can adjust the ordered number of leads, but the client should inform Qviro before the month starts. The same applies for ordered number of reviews or premium pages.
How do we know that the paid reviews (especially reviews without our database) are created by Qviro and not via organic visiting the client product page and reviewing?
We will only charge for reviews collected by Qviro’s own outreach efforts (LinkedIn message, email, phone call,...). When a customer writes a review by visiting Qviro organically or by referral by the client or its distributor network, Qviro will not charge this review. In case of doubt or discussion the client can request to see the outreach message sent by Qviro to the customer.
[APPENDIX II] Service terms
Qviro provides sellers with following Services:
understand their customers' needs (Intelligence Subscription)
-User review data (all the answers of the reviewer to the review questions)
-Reports based on user review data
discover companies researching their solution (Buyer Intent Subscription)
-Indirect leads (Company, location information)
-Direct leads (Name, Email, Company information)
Working and reporting methods
Qviro and the Client exchange information using a shared online folder and by email.
Obligations and requirements
The shared online folder is hosted on Google Drive. Qviro gives access to all the involved stakeholders. If the Client requests to use another tool than Google Drive, the client sets up the shared folder and gives access to all the required stakeholders.
Delivery terms of data
Brand Trust:
-Contact details of the Clients customer base are provided monthly in the shared folder by the Client
Buyer Intent:
-Direct leads are automatically and instantly sent by email by Qviro to the Client
-Indirect leads are provided weekly in the shared folder by Qviro
Intelligence
-Raw review data is provided monthly in the shared folder by Qviro
-Reports are provided monthly in the shared folder by Qviro, on the condition that enough review data is available