The Terms and Conditions of Use form the agreement between QUATRO Strategies International Inc. and the client, signed in our digital platforms, where;
An online access to a members online area granted and/or bought on our digital platform(s),
And/or an online meeting service given, being the company, academic institution, organization, government, individual, agent, representative or any other variation,
And/or as part of our remote training and education program; an access to QU4TRO Business Insights Platform bought by individuals, companies and organizations, including academic bodies and governmental organizations, to help executives and subject matter experts comprehend global dynamics on their respective fields, refers to words defined below.
"Agreement" means the online order action taken by the Client to access QUATRO Strategies International Inc.’s Online Services or Products together with all attachments and these Terms and Conditions of Use.
"Agreement Term" means unless as otherwise specified in the online order (a) from the Commencement Date for the Service Duration; or (b) for trial or free access Authorized Users, the duration to which QUATRO Strategies International Inc. provides access to the Online Services or Products, as the case may be.
“API” means an application programming interface whereby the Client may receive certain Online Services or Products (subject to availability and to the terms of this Agreement).
"Authorized Users" means the users indicated in the online order that, depending on the Permitted Purposes, reflects either: the Client; or any trial users; or any users that purchase Online Services or Products through the QUATRO Strategies International Inc. digital platforms; or any users that are given free access to the Online Services or Products.
"Client" is an individual, corporation, association or other organization or entity, either public or private, who has purchased services from QUATRO Strategies International Inc., or who consults QUATRO Strategies International Inc. with an intention of purchasing services from QUATRO Strategies International Inc.
"Commencement Date" means, for each and every Online Services or Products, the first day on which the access to Online Services or Products is provided by QUATRO Strategies International Inc. to Client under this Agreement.
"Intellectual Property Rights" means all past, present, and future right of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works; (b) trademark and trade name rights, rights to goodwill or to sue for passing off or unfair competition, and similar rights; (c) trade secret rights; (d) patents and industrial property rights; (e) other proprietary rights in materials of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in subsections (g) through (h) of this sentence.
"Intranet" means the Client's internal computer network.
"FTP" means a file transfer protocol whereby QUATRO Strategies International Inc. may post the Online Services or Products onto, or Client may receive the Online Services or Products from.
"Online Services or Products" mean the copyrighted information of QUATRO Strategies International Inc., including remote training and education programs provided to companies, private organizations, governmental organizations and academic bodies, and online meetings with representatives of QUATRO Strategies International Inc. which Authorized Users are permitted to access and use in compliance with the terms of this Agreement.
"Permitted Purpose" means not-for-profit organizations and government organizations, if applicable, ordinary business purposes. References within the Agreement to "ordinary business purposes" mean for the Client's own internal business management and decision-making purposes only.
"Product Duration" means the duration for which Client's and Authorized Users are granted access to the Online Services or Products.
"Publishers" means QUATRO Strategies International Inc. and certain of its affiliates, who are the owners of the Online Services or Products.
"Site" means, where access is provided through Quatro Strategies International Inc.'s website or by API or FTP, all software, websites and computer interfaces of Quatro Strategies International Inc. uses to provide such access.
"Type of Access" means the way in which Clients and Authorized Users are accessing the Online Services and Products.
"Type of Authentication" means the way in which Client's access is being authenticated as valid by Quatro Strategies International Inc..
2.) Scope of License
2.1 Permitted Uses. Authorized Users are permitted to print or download reasonable portions of the Online Services and Products for the Permitted Purpose only. Where the Permitted Purpose is "ordinary business purposes", Authorized Users may, in the scope of their employment with the Client, on an occasional and irregular basis, provide insubstantial portions of the Online Services and Products to non-authorized employees of the Client (and solely for Authorized Users of the Online Services and Products to third parties) or in memoranda, reports and presentations. Where the Permitted Purpose is "educational purposes", Authorized Users may, in the scope of their educational purpose with the Client, on an occasional and irregular basis, provide insubstantial portions of the Online Services and Products to other staff and students of the Client or in scholarly works and articles. In all cases these insubstantial portions may only be made available in print or by secure electronic means to a limited number of individuals, and each such portion must include a copyright notice(s) (from QUATRO Strategies International Inc.) and an original source attribution, in each case, as such notice and attribution is reasonably acceptable to QUATRO Strategies International Inc. must be “Copyright QUATRO Strategies International Inc.”.
2.2 Prohibited Uses. Without limitation to the generality of clause 2.1, neither the Client, nor Authorized Users are permitted, directly or indirectly, to allow any other person to use or share Authorized Users' user names or passwords, nor to allow an unauthorized user to have access to the Online Services and Products. Any breach of this restriction may result in immediate termination of the Client's (and all Authorized Users') access to the Online Services and Products and/or the digital platform or liability for damages. Except as permitted in clause 2.1 above or by prior written consent of QUATRO Strategies International Inc., no portion of the Online Services and Products may be reproduced or stored in or transmitted to any other web site, newsgroup, mailing list, or electronic bulletin board, or stored in electronic or print form whatsoever. Any use of the Online Services and Products not specifically permitted by this clause 2 including, but not limited to, resale of the Online Services and Products or any portion thereof is expressly prohibited. Requests for permission for other uses may be sent by email to firstname.lastname@example.org. Any such requests shall be subject to QUATRO Strategies International Inc.'s sole discretion and, if granted, may be subject to an additional fee.
2.3 API or FTP Access: Where the Client is accessing the Online Services and Products through API or FTP (having been authorized as such on the online subscription action), the Client shall, within 5 business days after termination of this Agreement, for whatever reason, delete the Online Services and Products from any and all systems under its control.
3.) Intellectual Property Protection
All Intellectual Property Rights in and to the contents and design of the Site, and all materials hosted on the Site and/or distributed in conjunction with the Site, including the Online Services and Products, are reserved exclusively to the Publishers (which for these purposes may include their suppliers). The Client is not permitted to use or reproduce or allow (for any reason) anyone to use or reproduce any trademarks or other trade names appearing on the Site or in the Online Services and Products. The software which operates the Site is proprietary software and the Client is not permitted to use it except as expressly allowed under the terms of this Agreement. Such software may not be copied, reverse engineered, modified or otherwise dealt with by the Client.
4.) License Fee and Payment
QUATRO Strategies International Inc. (or its nominee) may render an invoice annually and/or monthly in advance to the Client for the amounts due, plus applicable taxes. The Client shall remit all amounts due within thirty (30) days of the invoice date. Payments made after the due date shall be subject to liquidated damages at a rate of equal to the lesser of: (a) prime/base rate + 4%; or the maximum allowed by law. Without prejudice to QUATRO Strategies International Inc.'s other remedies, it shall have the right to suspend the provision of Online Services and Products with immediate effect in the case of any overdue payment.
5.) Monitoring and Auditing
QUATRO Strategies International Inc. reserves the rights: (a) to monitor and record activity on the Site, including access to the Online Services and Products; and (b) no more than once in any twelve month period, to conduct an on-site audit of the Client's business premises upon reasonable advance notice and solely in relation to the Client's compliance with the terms of this Agreement.
6.) Term and Termination
6.1 This Agreement shall automatically renew on an annual and/or monthly basis, unless either party gives the other party hereto written notice of its intention to terminate not less than fifteen (20) days prior to the renewal date. In such case, the Agreement shall expire on such renewal date. Client acknowledges that Client shall not receive notice of a renewal cancellation date and expressly waives the application of New York General Obligation Law section 5-903, and any similar laws applied in Canada -also known as Dominion of Canada- and/or the State of Ontario. For "free access users" and "trial users" QUATRO Strategies International Inc. shall be free to withdraw or change access to the Online Services and Products at any time in its sole discretion. For one-off (non-subscriber) purchases from QUATRO Strategies International Inc.'s digital platforms the permission to use the Online Services and Products will last indefinitely unless and until terminated or revoked by QUATRO Strategies International Inc..
6.2 Either party may terminate this Agreement in the event the other party breaches a material provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach, in which case the such party will have the right to terminate this Agreement immediately by giving written notice to the party in breach.
6.3 Where a License Fee is payable, such License Fee is subject to annual adjustment upon prior notice given by QUATRO Strategies International Inc. to the Client. This adjustment shall be at QUATRO Strategies International Inc.'s discretion and may, for example, take into account the Client’s past usage trends. QUATRO Strategies International Inc. will notify the Client of any such adjustment at least thirty (30) days prior to the renewal date, subject to the right of termination described in clause 6.1 (above).
6.4 The rights of termination are in addition to all other rights or remedies of the parties provided in this Agreement or by law. In the event this Agreement is terminated, the Client's (and all Authorized Users') right to access and use the Online Services and Products will cease immediately.
7.) No Warranty and Disclaimer of Liability
7.1 QUATRO Strategies International Inc. makes no warranty, express or implied, concerning the Online Services and Products and the Site. QUATRO Strategies International Inc. expressly disclaims, to the fullest extent possible under law, all warranties, including but not limited to warranties of fitness for a particular purpose, warranties of merchantability and title. QUATRO Strategies International Inc. does not guarantee the accuracy, content, or timeliness of the Online Services and Products.
7.2 In no event will QUATRO Strategies International Inc., its agents, licensors or affiliates be liable for indirect, punitive, special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising directly or indirectly from the use of (or failure to use) or reliance on the Online Services And Products or the Site, even if QUATRO Strategies International Inc. has been advised of the possibility that such damages may arise.
7.3 If QUATRO Strategies International Inc. is held liable to the client for any reason, in no event shall any liability of QUATRO Strategies International Inc., its affiliates, agents and licensors, if any, arising out of any kind of legal claim or claims (whether in contract, tort (including negligence), or otherwise) in any way connected with the Site or the Online Services and Products exceed the amount the client paid to QUATRO Strategies International Inc. under this agreement in the 3-month period preceding the date such claim or claims first arose.
8.1 The client will be solely responsible for the confidentiality of, and solely liable for the use of and access to the Online Services and Products and the Site by authorized users. The client agrees to immediately notify QUATRO Strategies International Inc. if it becomes aware of any loss or theft of any username/password or unauthorized use or access to the Online Services and Products, API, FTP or the Site.
8.2 Where the client is an FTP access subscriber and/or where the client's authorized users access the Online Services and Products via the client's intranet it: (a) may not frame or link to the site or online services and products in any way that obscures any of QUATRO Strategies International Inc.'s or the other Publishers' copyright, trademark, and/or other proprietary rights notices, or is misleading as to the source of the site or Online Services and Products, or falsely implies a relationship between QUATRO Strategies International Inc. (or any other publisher) and the client or any other third party; (b) is solely responsible for creating security measures adequate to protect its intranet from unauthorized access and harm; and (c) is solely responsible, at its own cost, for obtaining any third party rights, products, or services needed to configure and operate its electronic delivery systems and the client's intranet for use in connection with the Online Services and Products.
9.) Force Majeure
QUATRO Strategies International Inc., its affiliates, and its information providers shall not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Online Services and Products resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of any Site, API, FTP or any electronic or mechanical equipment or communication lines, telephone or other interconnect problems, supplier problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.
Other than QUATRO Strategies International Inc.'s income taxes, the client shall be responsible for the proper payment of all taxes that may be levied or assessed based on the client's use of the Online Services and Products, the Site, or on any payments by the client to QUATRO Strategies International Inc. hereunder, including but not limited to withholding taxes. should withholding tax apply, the client will be responsible for remitting all applicable withholding tax to the relevant tax authorities without deduction from the fees due to QUATRO Strategies International Inc. under this agreement.
This agreement may only be amended or modified by express written consent of both parties hereto.
12.1 Assignment of agreement. this agreement is personal to the parties and the rights and obligations of the parties may not be assigned or otherwise transferred, provided, however, QUATRO Strategies International Inc. may assign this agreement to its successors, affiliates or to any entity that acquires all or substantially all of the assets of QUATRO Strategies International Inc..
12.2 Non-Waiver. No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.
12.3 Notices. Notices shall be given in writing by letter for notices to QUATRO Strategies International Inc. and, in the case of notices to the client, by email, or letter as QUATRO Strategies International Inc. chooses, and shall be sent to the intended recipient's last known place of business. For the purposes of this clause, the correct address details for client shall be deemed to be those notified to QUATRO Strategies International Inc. at least 10 days before the date of any notice QUATRO Strategies International Inc. may give to client. Such letters shall be deemed received on the date of dispatch if sent by fax or email (or on the following business day, if sent after the recipient’s normal business hours) or on the expiry of 2 business days from the date of posting if sent by overnight post.
12.4 No Joint Venture. No joint venture, partnership, employment, or agency relationship exists between the client and QUATRO Strategies International Inc. as a result of this agreement or the client's use of the online services and products or the site.
12.5 Severability. if any provision of this agreement shall be invalid or unenforceable, such shall not render the entire agreement unenforceable or invalid but rather the agreement shall be read and construed as if the invalid or unenforceable provision(s) are not contained therein, and the rights and obligations of the parties shall be construed and enforced accordingly.
12.6 Entire Agreement. This agreement constitutes the entire agreement between QUATRO Strategies International Inc. and the client, and any terms implied by law which may be excluded by contract are excluded, save that nothing in this clause excludes liability for fraudulent misrepresentation.
12.7 Authority. Each party represents and warrants to the other that it has full power and authority to enter into and perform this agreement (and, in the case of the client, to bind its authorized users), and that the person signing this agreement on behalf of each party has been properly authorized and empowered to enter into this agreement ("authorized signatory").
12.8 Confidentiality. The terms of this agreement (including the license fee) shall be treated as confidential by the client and shall not be disclosed to any third party without the prior written agreement of Quatro Strategies International Inc. unless disclosure is required by law or compelled by a court of competent jurisdiction.
12.9 Changes to the Online Services and Products. QUATRO Strategies International Inc. reserves the right to: (a) change the content, presentation, means of delivery and/or access to and/or availability of all or parts of the online services and products; and (b) cease publication of the Online Services and Products, at its sole discretion. QUATRO Strategies International Inc. will strive, where reasonable, to notify client of more fundamental changes to, or the cessation of, the Online Services and Products.
13.) Governing Law
This agreement shall be governed by the laws of Canada or -also known as Dominion of Canada- and the State of Ontario, as if the agreement were a contract wholly entered into and wholly performed within the State of Ontario, without reference to the choice of law provisions thereof. Both parties irrevocably agree to submit to the exclusive personal jurisdiction and venue of the federal and state courts presiding in the State of Ontario and the client must file any cause of action it may have with respect to this agreement within one year after the cause of action arose or such cause shall be barred, invalid, and void. QUATRO Strategies International Inc. may pursue injunctive relief in any court having jurisdiction over such actions.
14.) General Data Protection Regulation (GDPR)
14.1 The parties acknowledge that each will be an independent data controller or a data processor in order to fulfil their obligations from time to time under the agreement. Each of the parties warrant and undertake that they will comply with the requirements of applicable data protection laws and regulations from time to time and similar regulations in other jurisdictions and that the parties will acquire all third party rights and consents necessary to fulfil its responsibilities under this agreement (as applicable). Any references herein to data controller or data processor will have the same meaning as is defined in the GDPR, and such references will apply to each party as the specific circumstances require.
14.2 Further, should the data processor receive and/or process personal data (as defined below) as part of the services, the data controller acknowledges and agrees that such personal data of EU citizens may be accessed or sent outside of the European economic area in accordance with data processing and security standards.
14.3 The data processor acknowledges that any customer or other personal or personally identifiable information received by it from or collected or developed by it for or on behalf of data controller or any part of it ("personal data") will constitute confidential and proprietary information of data controller and that its use and security is governed by law. Without prejudice to the generality of paragraphs 14.1 and 14.2 above, the data processor will therefore treat the personal data accordingly and without limitation agrees and warrants that:
It will keep personal data confidential and only process the personal data in accordance with and for the purposes set out in, instructions received from time to time from data controller persons acting on data controller’s behalf or data controller’s employees for the purpose of processing personal data under the agreement;
It has and will at all times during the term of this agreement have, appropriate technical and organizational measures in place to protect any personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.
It will consider all reasonable suggestions which data controller may put to the data processor to ensure that the level of protection the data processor provides for personal data is in accordance with these terms and the GDPR.
It will ensure that the data processor and any third parties it uses in accordance with the agreement have appropriate privacy notices, consents and mechanics to deal with data subject’s rights and to process personal data in order to perform the services under the agreement, in each case in accordance with the GDPR and all applicable laws.