Terms and Conditions

Paragraphs:

Terms of Use

Article 1. Applicability

These Terms apply to your use of the Quel Services offered by Quel Business Information B.V. ("Quel"), enabling you to communicate with others via Quel. You agree to be bound by all the provisions of these Terms by using the Quel Services. If you do not agree with these Terms, do not use the Quel Services. Quel may amend these Terms at any time. Members will be informed of material changes by e-mail. If you do not agree to Quel's changes in the Terms as they may occur, please notify Quel by e-mail and discontinue your use of the Quel Services. Your continued use of the Quel Services after such changes in the Terms will signify your acceptance of the change in the Terms. Use of the Quel Services is only under the terms contained herein, and Quel reserves any rights not expressly granted to you.

Article 2. Definitions

Quel:	Quel Business Information B.V.
Quel Services:	service supporting the interactive spreading of information, enabling Members to spread and receive information to and/or from (an)other Member(s).
Member:	registered person, authorised by Quel to use the Quel Services.
Terms:	all the terms and conditions contained in these Terms of Use of Quel Services, expressly not including any of your and/or third party terms and conditions, whatsoever named.

Article 3. Membership

In order to be authorised to use the Quel Services, you should be a Member through the online registration process. A Member should verify that the information provided is accurate and correct to the best of the Member's knowledge. Quel reserves the right to reject any Member in its sole discretion and may limit the Member's use of the Quel Services at any time at its sole discretion. The Member acknowledges that the Member may not sublicense, transfer, sell or assign its right to use the Quel Services. Any attempt to sublicense, transfer, sell or assign this membership right is void. A Member should keep all passwords and user names confidential. Quel may terminate a membership of a member at its sole discretion. Except in the event of termination of such a membership for the reason that a Member does not fully comply with these Terms, in the event of such termination a Member shall be entitled to a refund pro rato.

Article 4. Rights to use the Quel Services

4.1 Subject to the terms and conditions of these Terms, Quel grants you only the right to use the Quel Services, in accordance with these terms. You receive no rights to, modify, or reproduce, the Quel Services or any associated software.

4.2 Other than using the Quel Services as permitted under the terms and conditions of these terms or other written agreements between you and Quel, you may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a web site or otherwise generate income from the Quel Services.

4.3 With respect to any software products downloadable from the web site of Quel, the Member shall have a nonexclusive license to use the same solely in its object code version. All other rights are expressly reserved. Without limiting the foregoing, a Member shall not alter, merge, modify or adapt the same. A Member shall not reverse engineer, disassemble or decompile any software contained on Quel's web site. A Member shall not disclose, lease, transfer, sublicense or otherwise make any such software available to third parties in any form or manner, including in a service bureau or timesharing environment, to or for the benefit of any third party, or utilize such software for other than internal purposes. A Member shall not export or re-export any such software.

Article 5. Technical requirements

In order to be able to make (optimal) use of the Quel Services your hardware and software and your communications should meet the (technical) requirements as published on the web site of Quel.

Article 6. Obligations Quel

Quel to the best of its efforts will offer the Quel Services. However, Quel can not guarantee the availability of the Quel Services, especially during maintenance activities. Quel will at best efforts support Members to prepare the technical part of a communication of a Member in connection to the use of the Quel Service.

Article 7. Rates and Promotional Discounts

Rates and charges for the Quel Service are specified on the web site or can be obtained by calling Quel. Rates do not include applicable taxes. Quel reserves the right to change the rates and charges of the Quel Services at any time. Price changes will be effective as of the renewal date of the subscription. Price changes will be announced on the Quel Website 30 days in advance. Prices will be valid for the duration of the subscription. Promotional discounts are always one-off, unless explicitly specified otherwise. This means that discounts do not apply to renewal terms.

Article 8. Payment

8.1 Memberships will be invoiced upfront. Members will be allowed to use the Quel Services after payment of the subscription fee.

8.2 In the event of late or incomplete payment Member will be in material breach of this agreement, even without Quel having noticed Member of such material breach. Quel has the right to charge Member with 1% monthly interest and with the costs made in order to collect the amount due.

8.3 Notwithstanding article 8.2 Quel has the right to deny Member access to the Quel Services as long as Member is in material breach of this agreement, after Quel has notified Member to cure the material breach within a defined period.

8.4 If Member does not agree with the invoiced amounts, Member will give Quel written notice of the disagreement within a period of 14 days after the invoice date.

Article 9. Term & Termination

The initial term of the agreement will be 1 year from the Effective Date, unless terminated earlier in accordance with the provisions of this section. The duration of the agreement will be the Initial Term. The agreement will automatically be extended for successive renewal terms of one year each unless either party gives written notice of non-renewal by registered post at least thirty (30) days before the expiration of the then-current term. Both Quel and Customer may terminate this Agreement for cause resulting from the material breach of this Agreement by the other party by providing the breaching party written notice of such material breach and the intention to terminate for cause. The party receiving such notice will have thirty (30) days to cure such material breach. If at the end of such thirty (30) day period, the breach has not been cured to the reasonable satisfaction of the party seeking to terminate the Agreement, the Agreement will terminate. Either party may terminate this Agreement immediately in the event the other party

(i) ceases to conduct business as a going concern,
(ii) files a petition in bankruptcy,
(iii) requests the protection of any insolvency law,
(iv) is the object of a petition in bankruptcy filed against it that remains undismissed for more than five (5) days.

Article 10. Rights of Intellectual Property

All rights of intellectual and/or industrial property with respect to the Quel Services are held by Quel and/or its suppliers, as applicable. You may not remove, deface or obscure any of Quel's or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Quel Services. You may not copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any material subject to any such rights. You acknowledge that Quel, Members and/or third-party content providers remain the owners of the posted materials, and that you do not acquire any of those ownership rights by downloading copyrighted materials.

Article 11. Content/information/communications

11.1 You agree that you are solely responsible for the content of all visual, written or audible communications sent by you. You agree that you will not use the Quel Services to send unsolicited mass mailings outside your company or organization. You further agree not to use the Quel Services to communicate any message or material that is harassing, libellous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law or regulation. Although Quel is not responsible for any such communications, Quel may delete any such communications of which Quel becomes aware, at any time without notice to you and without being liable for any damages resulting thereof.

11.2 You warrant that any of the communications sent in by you do not infringe on any rights of third parties whatsoever. You will indemnify Quel and keep Quel harmless from any (alleged) claim, liability, costs and/or damages whatsoever, based on the fact that the communications sent or posted by you infringes on any right whatsoever.

11.3 Quel acknowledges that its Members may post personal information on the web site of Quel and hereby disclaims any responsibility for the use or misuse of such information by a Member that violates any law or the personal privacy of any other Member.

11.4 Quel is not the publisher or author of any works posted by Members. Quel does not approve or edit any communications posted by Members. Quel disclaims all copyright and other rights in such works and all responsibility for them.

11.5 Quel is not responsible for the content on the Internet or World Wide Web pages that is contained outside Quel's site. As a convenience to the Members, Quel provides links to many resources that are beyond Quel's control. Quel makes no representations as to the quality, suitability, functionality or legality of any sites to which it may provide links, and you hereby waive any claim you may have against Quel with respect to such sites.

11.6 By submitting communications to any "public area" of the web site of Quel, you grant Quel and its affiliates the royalty-free, perpetual, irrevocable, non-exclusive right and license, subject to the privacy restrictions set forth in the Privacy Policy, to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display such communications (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any rights that may exist in such communications.

Article 12. Privacy

You agree not to disclose Quel or other Members' confidential information or to invade another Member's privacy. Use or distribution of tools designed for compromising privacy or security is expressly prohibited. Quel's privacy policy is described below. Please consult it to learn Quel's current policies to protect the privacy of your information. Quel may use or disclose certain information regarding the Member, which use or disclosure shall be limited as set forth in the Privacy Policy.

Article 13. Disclaimer of representations and warranties

You understand and agree that the Quel Services are provided "as is" and Quel, its affiliates, suppliers and resellers expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, title or non-infringement. Quel, its affiliates, suppliers and resellers make no warranty or representation regarding the results that may be obtained from the use of the Quel Services, regarding the accuracy or reliability of any information obtained through the Quel Services, regarding any goods or services purchased or obtained through the Quel Services, regarding any transactions entered into through the Quel Services or that the Quel Services will meet any user's requirements, or be uninterrupted, timely, secure or error free. Use of the Quel Services is at your sole risk. Any material and/or data downloaded or otherwise obtained through the use of the Quel Services is at your own discretion and risk. You will be solely responsible for any damage to you resulting from the use of the Quel Services. The entire risk arising out of use or performance of the Quel Services remains with you. You agree to indemnify, defend and hold harmless Quel, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from your use of the Quel Services, your violation of these Terms or the infringement or violation by you or any other user of your account, of any intellectual property or other right of any person or entity. Without limiting the generality of the foregoing, Quel, its affiliates, suppliers and resellers specifically disclaim any express or implied warranty of fitness for such purposes.

Article 14. Limitation of liability

In no event will Quel or its affiliates, suppliers or resellers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the Quel Services or the provision of or failure to provide technical or other support services, whether arising in tort (including negligence) contract or any other legal theory, even if Quel, its affiliates, suppliers or resellers have been advised of the possibility of such damages. In any case, Quel's, its affiliates', suppliers' and resellers' maximum cumulative liability and your exclusive remedy for any claims arising out of or related to this agreement will be limited to the amount actually paid by you for the Quel Services (if any). This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behaviour, negligence, or under any other cause of action. In no event shall Quel's liability hereunder exceed EUR 10.000,- or encompass any damages other than direct damages.

Article 15. Quel employees

During the term of the agreement as well for one year after termination thereof Member will not, without written consent of Quel, hire any employee of Quel in whichever capacity, who is or has been involved in executing the Agreement as well as any other Quel employee. In the event Member nevertheless intends to do so, Quel will not withhold consent if Member has offered appropriate indemnification.

Article 16. Miscellaneous

16.1 In the event that any provision of these Terms conflicts with applicable law or if any such provisions are held invalid by a court with jurisdiction over Quel and you, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of Quel in accordance with applicable law, and the remainder of these terms will remain in full force and effect.

16.2 Quel may assign its rights and obligations under these Terms upon such assignment Quel will be relieved of any further obligation hereunder.

16.3 These Terms constitute the entire understanding between you and Quel as to the subject matter hereof, and supersede all prior agreements and understandings.

16.4 The Member is responsible for all expenses incurred by Member to connect to the Quel Services including all Internet access charges and telephone charges for connecting with or using the Quel Services.

Article 17. Choice of Law and Forum

This Agreement shall be governed by and construed under the laws of The Netherlands, exclusive of its choice of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving Rotterdam, The Netherlands, it being understood that Quel may submit to any other court having jurisdiction over you.

Privacy Policy

Article 1. General

Quel respects the privacy of every individual who visits our Web sites, responds to our interactive advertisements or sends us e-mail. This Privacy Statement outlines the information Quel will collect and how we will use that information. This Statement will also instruct you on what to do if you do not want your personal information collected or shared when you visit Quel Web sites, respond to our Web-based advertisements or send us email.

Article 2. Personally-Identifiable Information

Quel will not collect any personally-identifiable information about you (that is, your name, address, telephone number, or email address) unless you provide it to us voluntarily. The following are some examples of when Quel may require that you provide personally-identifiable information:

to complete an online order for a product or service (if you do not wish to complete an online order form, we will always provide an option for you to complete an order by calling our Customer Service phone number)
to enter an online contest or sweepstakes (if you do not wish to complete an online contest or sweepstakes form, we will always provide an option for you to enter by mailing a 3 x 5 card to a specific address)
to request more information about new or current Quel products or services.

If you do not want your personally identifiable information collected, please do not submit it to us. If you have already submitted this information and would like for us to remove it from our records, please contact us at the email address listed at the bottom of this Statement. We will use reasonable efforts to delete your information from our existing files. When you do provide us with personally-identifiable information, we may use that information in the following ways, unless stated otherwise.

we may store and process that information to better understand all customer needs and how we can improve our products and services for all customers
we may use that information to contact you with new promotions and announcements if you have previously provided your permission and if the promotions and announcements are in your interest
we may contact you if we have questions about your account

Quel will not sell personally-identifiable information to third parties, unless stated at the time of collection. We may share information with business partners. We are committed to giving you the choice whether or not we use your information for marketing purposes or share information with business partners.

Article 3. Non-Personally-Identifiable Information Collected Automatically

In some cases, we may collect information about you that is not personally identifiable. Examples of this type of information include the type of Internet Browser you are using, the type of computer operating system you are using, and the domain name of the Web site and/or Internet Service Provider from which you linked to our site or advertisement. Similar to personally identifiable information, we will not sell non-personally-identifiable information to third parties, unless stated at the time of collection. We may share non-personally identifiable information with business partners.

Article 4. Use of Cookies

When you view one of our Web sites or advertisements, we may store some information on your computer. This information will be in the form of a "Cookie" or similar file and will be used to determine ways to improve our Web sites, advertisements, products or services. For example, Cookies allow us to tailor a Web site to better match your interests and preferences. With most Internet Browsers, you can erase Cookies from your computer hard drive, block all Cookies, or receive a warning before a Cookie is stored. Please refer to your Browser instructions or help screen to learn more about these functions.

Article 5. Declining E-mail Offers

As outlined in Section 2 of this Statement, we will only send email promotions or announcements to you if you have previously provided your permission for us to do so. Although many customers tell us they appreciate receiving notice of these carefully designed promotions and announcements, we recognize the importance of providing you with choices. At any time, you may unsubscribe from our e-mail list by sending us an e-mail (service@Quel.nl). All e-mail offers that you receive from Quel will inform you of how to decline receiving further email offers.

Article 6. Who to Contact

If you have submitted personally identifiable information through a Quel Web site or interactive advertisement, and would like that information deleted from our records, please contact us at our email address, service@quel.nl. We will use reasonable efforts to delete this information from our existing files.