These Terms and conditions (“Terms”) set out the Terms on which uSOWN Limited (“uSOWN”, “QwOT”, ‘QwOTRead’, “us”, “we”, “our”) provide you (“you”, “your”) with access to the QwOTRead App and services. Please read these Terms carefully and ensure that you have understood them.

By clicking on the button in any App Store which allows you to proceed with and commence the download of QwOTRead, you warrant that you understand and accept these Terms.

If you are accepting these Terms on behalf of your employer or acting as an employee, you warrant that you are authorised to enter into legally binding contracts on behalf of your employer. The same rights, limitations and restrictions apply to your employer. You agree that these Terms are enforceable as if they were a written negotiated agreement signed by your employer. If you do not agree to these Terms, please cease use of the app immediately.

These Terms should be read in conjunction with the terms and conditions related to the use of our Website and uSOWN Ltd’s Privacy Policy

1. DEFINITIONS

Agreement: These Terms, the Customer Subscription and Charges which collectively form a contract between uSOWN Ltd and the Customer;

App Store: the third party app stores through which we may offer QwOTRead for download;

Authorised Personnel: any employee, servant or agent of the Customer who has been authorised by the Customer to use QwOTRead using any of the Customer’s UBRNs on any Device;

Charges: the charges payable by the Customer to uSOWN Ltd in consideration for registering on our Website and purchasing a Subscription in order to access and use QwOTRead, collectively the Registration Fee, Subscription Charges and Metered Usage charges.

Content: means any and all data, files, documents, multimedia files, third party links, images, videos, and any other information or material whatsoever (in any format) made available by you in connection with the use of QwOTRead or otherwise accessed and/or processed using QwOTRead;

Customer(s) (“You / Your”): Any business or individual which registers on uSOWN Ltd’s Website, subscribes to, downloads and pays to access and use the QwOTRead App.

Customer Data: any data, including Personal Data and account information, required by uSOWN Ltd to be provided by the Customer in order to complete Registration and purchase a Subscription.

Engine Room: the Customer’s secure home page / dashboard accessed after entering Login Details on the Website, from which the Customer will be able to download User Data collected by QwOTRead; view and print relevant signs to assist the User; purchase additional Subscriptions, and UBRN’s, update Customer Data or payment details and other functions made available by uSOWN Ltd.

Data Protection Laws: as applicable and binding on you or us:

1. in the United Kingdom:
   1. the Data Protection Act 2018 and any laws or regulations implementing Directive 95/46/EC (Data Protection Directive);
   2. the GDPR, and/or any corresponding or equivalent national laws or regulations;
2. in member states of the European Union: the GDPR and all relevant member state laws or regulations giving effect to or corresponding with any of them;
3. any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time;

Device: any device owned or leased by the Customer to access our Website, download and use QwOTRead;

Intellectual Property Rights: all intellectual property rights throughout the world including without limitation, (a) any right arising under any patent, copyright, trademark, trade secret or other intellectual property law anywhere in the world; (b) all software (including all related data), processes, methodologies, technologies, algorithms, architectures, techniques, designs, reports, works of authorship, video recordings, audio recordings, photographs, models, trade secrets, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, trademarks, service marks, logos, business names, formulae, ideas, inventions (including all patents, patent applications, patent disclosures, and any reissuances, continuations, continuations-in-part, revisions, and re-examinations thereof), discoveries, programmer interfaces, specifications, operating instructions, know-how, drawings, concepts, notes, manuals, documentation, training materials, and job aids, regardless of whether intellectual property rights actually inhere in any such items; (c) any other tangible or intangible items in which intellectual property rights may inhere; and (d) all modifications, enhancements, translations, adaptations, derivations/derivative works, and combinations of any of the foregoing, patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or register able and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

Login Details: the unique username and password selected by the Customer and accepted by uSOWN Ltd in order to access the Engine Room.

Metered charge: each QwOT code scanned is subject to a charge as specified on the QwOTRead website.

Personal Data: information that relates to an identified or identifiable individual;

Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the User Data or Customer Data.

Platform: the secure operating system on which uSOWN Ltd’s database is operated and which manages and stores User Data collected in the use of QwOTRead in accordance with uSOWN Ltd’s Privacy Policy.

Privacy Policy: uSOWN Ltd’s Privacy Policy, which can be accessed via uSOWN Ltd’s Website and as may be amended by uSOWN Ltd from time to time.

QwOT App: the mobile application we make available to Users to download and install onto a Device, which creates a QwOT Code for use with the QwOTRead App.

QwOT Code: The unique digital code stored on QwOT App on a User’s Device containing encrypted User Data, which may be scanned using QwOTRead by the Customer or their Authorised Personnel(s).  

QwOTRead: the mobile application we make available for Customers to download and install onto a Device from an App Store (and which includes any updates, enhancements, modifications or variations thereto) and use of which is the subject of these Terms;

Registration: the completion by the Customer of a Registration Form and payment of the Registration Fee, after which the Customer will be able to purchase Subscriptions.

Registration Commencement Date: the date on which the Customer completes Registration on our Website, pays the Registration Fee and accepts these Terms.

Registration Fee: a one-off payment made by the Customer to uSOWN Ltd in order to register on the Website.

Registration Form: the form which is completed on our Website by the Customer in order to set up an account from which they can manage their subscriptions.

Registration Term: the period starting on the Registration Commencement Date and continuing thereafter indefinitely until and unless the Customer de-registers.

Services: the provision of and access to QwOTRead accounts and subscriptions, the Website and Engine Room.

Subscription: the purchase by the Customer of a single UBRN for use with QwOTRead on a single Device, which may be used during the Subscription Term and for which the Customer pays a Subscription Charge to uSOWN Ltd.

Subscription Charge: the charge paid by the Customer to uSOWN when it purchases one or more Subscriptions, payment of which is set out in Clause 10 below.

Subscription Commencement Date: the date on which the Customer completes the purchase of a single Subscription on the Website. These Terms will be applicable to each Subscription purchased by the Customer.

Subscription Term: the period starting on the Subscription Commencement Date and continuing thereafter in accordance with Clause 2.2.

Terms: these terms and conditions which govern Registration, Subscription and use of QwOTRead.

UBRN: the Unique Business Reference Number, issued to a Customer when they purchase a Subscription and entered by a Customer in order to access and use QwOTRead on a single Device.

User: any individual who has downloaded QwOT App and uses, or intends or is required to use, a QwOT Code to be scanned by a Customer using QwOTRead.

User Data: any data, including Personal Data, required by the Customer to be provided by the User through their QwOT Code and which is stored securely on the Platform.

Website: https://www.qwotread.com  

2. COMMENCEMENT, TERM AND RENEWAL
   • The Terms of this Agreement will come into effect generally on the Registration Commencement Date and shall continue during the Registration Term.
   • Clauses in this Agreement relating only to Subscriptions will come into effect when a Subscription is purchased by the Customer and continue thereafter for a minimum period of twelve months or until and unless terminated in accordance with these Terms (“the Subscription Term”).
   • Each Subscription shall automatically renew for a subsequent period of the same length as the Subscription Term unless either party gives the other written notice of termination at least 30 days prior to expiration of the current term.
3. INFORMATION ABOUT QwOT READ
   • QwOTRead and QwOT App are products which provide a mechanism by which User Data may be transferred quickly, safely and easily between a User and a Customer. Its primary purpose is to improve the security of Personal Data being processed by a Customer, as well as reducing the potential risks of touch-transfer of infectious diseases or viruses such as Covid-19.
   • The QwOT App, QwOTRead App and the Website are owned and managed by uSOWN Limited, a company registered in England and Wales with the company registration number 12790963 and having its registered address at 5 Battalion Court, Colburn Business Park, Catterick DL9 4QN.
4. REGISTRATION AND DOWNLOADING QwOTREAD
   • In order to access, manage and use QwOTRead, Customers will be required complete Registration on our Website and purchase a Subscription. By completing the Registration and Subscription processes, you consent to us conducting verification and security procedures in respect of the information provided by you in the Subscription process.
   • As part of the Registration process, all Customers must provide a username, company or organisation name and address and a valid email address.
   • It is the responsibility of the Customer to ensure that it takes all reasonable steps to keep the Registration and Login details secure and not to disclose them to any third party. 
   • Usernames cannot be transferred and Customers must not permit, either directly or indirectly, anyone other than themselves or any other Authorised Personnel to use their username and password to access the Engine Room.
   • It is the responsibility of the Customer to keep the Login Details and Customer Data up-to-date.
   • Upon successful Registration, you will be sent a confirmation email which confirms your Registration with us, payment of the Subscription Charge and your Login Details in order for you to access the Engine Room.
   • You hereby warrant that the information provided by you is true, accurate and correct. You further warrant that you shall notify us promptly in the event of any changes to such information provided.
   • Customer Data will be retained by uSOWN Ltd on its own secure database in accordance with itsPrivacy Policy.
   • Once a Customer has successfully registered, the Customer will be able to purchase one or more Subscriptions in accordance with Clause 5 and Clause 10. Registration alone does not entitle the Customer to use QwOTRead.
5. SUBSCRIPTIONS AND USING QwOT READ
   • In order to access and use QwOTRead you will be required to purchase a Subscription, download QwOTRead from an App Store to a Device, and consent to these Terms and our Privacy Policy.
   • The Customer will be able to purchase a Subscription following the steps on the Website. Each single Subscription entitles the Customer to receive and use one UBRN on one Device.
   • For the avoidance of doubt, a UBRN may only be used on one single Device. If a Customer requires more than one UBRN in the event that it operates multiple devices or venues, it may purchase additional Subscriptions as appropriate.
   • If a Customer purchases more than one Subscription on different dates, each Subscription will be subject to and bound by these Terms for the duration of each separate Subscription Term, pursuant to clauses 2.2 and 2.3.
   • To complete the Subscription process, you will be required to confirm your preferred method of payment and make a payment in accordance with Clause 10.
   • Upon completion of a Subscription, you will be sent a confirmation email enclosing a UBRN with which to access QwOTRead from a Device.
   • A User will present a QwOT Code to be scanned by the Device on which QwOTRead is downloaded. The Customer will be able to view and download the User Data encrypted within the QwOT Code via the Engine Room.
   • The Customer is responsible for setting its own requirements in respect of the User Data it gathers and monitors, and will notify the User of such requirements by whatever means it considers appropriate / necessary.
   • The User is responsible for all User Data they provide. uSOWN Ltd does not guarantee the accuracy of any information or data provided by the User, nor shall it be held responsible for any such inaccuracy. The User has warranted by agreeing to uSOWN Ltd’s User Terms and Conditions that all information provided in relation to QwOT App is true, accurate and correct.
   • All User Data will be stored on the Platform and will be made available to download from the Customer’s Engine Room for no longer than 45 days after a QwOT Code is scanned, after which it will be destroyed irretrievably. Customers are only able to download User Data specific to their UBRN(s) from the Platform.
   •  
   • The Customer is solely responsible for how it processes and uses User Data. The Customer warrants that it will process User Data strictly in accordance with uSOWN Ltd’s Privacy Policy and pursuant to Clause 7. uSOWN Ltd accepts no liability in respect of the Customer’s use of User Data where such use is outwith uSOWN Ltd’s
   • Subject to these Terms, we grant you a non-exclusive, non-transferable licence to download and use QwOTRead during the Term of your Subscription, in accordance with these Terms.
   • You are responsible for ensuring that any Content is not deemed to be offensive, illegal, inappropriate or in any way:
6. promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
7. harasses or advocates harassment of another person;
8. displays pornographic or sexually explicit material;
9. promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;
10. promotes any illegal activities;
11. provides instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
12. promotes or contain information that you know or believe to be inaccurate, false or misleading;
13. engages in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent;
14. contains any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the Website; or
15. infringes any Intellectual Property Rights or any other proprietary rights of any third party.
    • You shall not, and shall procure that any Authorised Personnel shall not, except as expressly permitted in these Terms:
16. modify, translate, create or attempt to create derivative copies of or copy QwOTRead in whole or in part;
17. reverse engineer, decompile, disassemble or otherwise reduce the object code of QwOTRead to source code form;
18. distribute, sub-licence, assign, share, sell, rent, lease, transmit, grant a security interest in or otherwise transfer your UBRN or right to use QwOTRead.
    • You hereby grant, and procure that any Authorised Personnel grants, to us a non-exclusive, worldwide royalty free licence to use the Content and all other materials submitted by You and to aggregate and anonymise such materials solely for the purpose of producing reports of usage trends of QwOTRead.
    • You agree that at all times, you shall, and procure that any Authorised Personnel shall:
19. not use Login Details or a UBRN with the intent of impersonating another individual;
20. not allow any other person other than an Authorised Personnel to use your Login Details or UBRN;
21. not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using QwOTRead;
22. not use QwOTRead, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;
23. not use any information obtained using QwOTRead otherwise than in accordance with these Terms;
24. comply with all our instructions and policies from time to time in respect of the Website and your use of QwOTRead;
25. co-operate with any reasonable security or other checks or requests for information made by us from time to time; and
26. use the information made available to you using QwOTRead and on the Website at your own risk.
    • You shall:
27. Promptly notify us in the event of a breach of security or any unauthorised use of the Login Details or UBRN;
28. Ensure all Authorised Personnel keep confidential the Login Details and UBRN;
29. Be liable for all access to and use of QwOTRead and the Engine Room whether authorised by you or not.
    • You shall keep, and procure that all Authorised Personnel keep, any Login Details and your UBRN confidential and secure. Without prejudice to our other rights and remedies, we reserve the right to promptly disable your Login Details and/or UBRN and suspend your access and use of QwOTRead in the event we have any reason to believe that any Authorised Personnel has breached any of the provisions set out herein.
    • You acknowledge that you shall be responsible for use of QwOTRead by Authorised Personnel and shall ensure that these Terms are brought to the attention of all Authorised Personnel. You shall be liable for breach of these Terms by Authorised Personnel as if it were a breach by you. We reserve the right to suspend the access of any Authorised Personnel we believe, acting reasonably, is not using QwOTRead for your benefit and on your behalf.
    • uSOWN Ltd shall use reasonable endeavours to make the Website and Engine Room available to you and Authorised Personnel at all times, but we cannot guarantee an uninterrupted or fault free service.
    • Our ability to provide QwOTRead may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, App Store availability, geographic or atmospheric conditions, local physical obstructions, software and hardware features or functionality of your Devices, personal computer, operating system and the number of other Users logging onto QwOTRead at the same time. We shall take reasonable action to minimise the disruption caused by such circumstances but you acknowledge, agree and accept that some such interruptions may not be avoidable.
    • We use industry standard security measures to protect against the loss, misuse and alteration of the information, data, and/or Content contained on the Platform.However, you acknowledge and agree that we cannot guarantee complete security of such information, data, and/or content or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, and/or content.
    • We reserve the right to charge for additional storage or fees at the rates specified on our Website. We may impose new, or may modify existing, storage limits for QwOTRead at any time in our discretion, with or without notice to you.
    • We reserve the right to make changes to QwOTRead, our Website or part thereof, from time to time at our sole discretion, and we may from time to time update, add, remove, modify and/or vary any features or functionalities of QwOTRead. Such changes shall not however, remove any material element of functionality previously available as part of QwOTRead.
30. DATA BACK-UP

uSOWN Ltd follows archiving procedures set down by the Platform host for User Data as set out in its back-up policy, a copy of which can be provided on request. In the event of any loss or damage to User Data, the Customer’s sole and exclusive remedy against uSOWN Ltd shall be for uSOWN Ltd to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data by the Platform host. uSOWN Ltd shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except those third parties sub-contracted by uSOWN Ltd to perform services related to User Data maintenance and back-up).

7. DATA PROTECTION
   • The parties consider that uSOWN Ltd is a Controller and Processor of Customer Data during both the Registration Term and Subscription Term.
   • The parties consider that uSOWN Ltd and the Customer are shared Controller of User Data while it is residing on the Platform and available on the Customer Engine Room. The Customer will have access to the User Data via the Engine Room after it has completed Registration and purchased a Subscription (for which they must agree to these Terms and Conditions).
   • uSOWN Ltd shall, in providing the Services:
8. not process Customer Data other than in accordance with its Privacy Policy;
9. not retain Customer Data for longer than is stated in the Privacy Policy;
10. ensure that any User Data is destroyed once processing of such User Data is no longer necessary or the time period for storage of User Data stated in the Privacy Policy has elapsed;
    • The parties will comply with all applicable requirements of the Data Protection Legislation. This Clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
    • Without prejudice to the generality of Clause 7.4, uSOWN Ltd will ensure that all necessary appropriate consents and notices are in place to enable lawful transfer of the Customer Data to uSOWN Ltd for the duration and purposes of this Agreement so that uSOWN Ltd may lawfully use, process and transfer any Personal Data in accordance with these Terms. The Customer will not circumvent any notices or procedures put in place between uSOWN Ltd and the User for these purposes.
    • Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
    • The parties each agree to provide such assistance as is reasonably required to enable the other party to comply with requests from Users to exercise their rights under the Data Protection Legislation within the time limits imposed by the Data Protection Legislation.
    • Any User Data collected and processed by the Customer or uSOWN Ltd will be stored securely on the Platform and made available on the Engine Room for a period not exceeding 14 days from the date on which the User Data is collected via QwOTRead, after which the User Data will be removed and become irretrievable by either the Customer or uSOWN Ltd.
    • In the event that the User Data is processed and accessed by the Customer by virtue of scanning a User’s QwOT Code with QwOTRead, the Customer shall:
11. not process User Data other than as permitted to use the Services or in any way that is inconsistent with uSOWN Ltd’s Privacy Policy and all relevant Data Protection Legislation;
12. not retain User Data for longer than is permitted under Clause 7.8 and as described in the Privacy Policy;
    • uSOWN Ltd is not responsible and does not accept any liable for how the Customer processes, stores or otherwise uses User Data after it has downloaded it from the Platform, including and especially in respect of the Customer’s compliance with Clause 7.9.
    • The parties shall each comply with its obligation to report a Personal Data Breach to the appropriate supervisory authority and (where applicable) data subjects under the Data Protection Legislation and shall each inform the other party of any Personal Data Breach irrespective of whether there is a requirement to notify any supervisory authority or data subject(s). The parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner.
    • In the event of an investigation, audit, dispute or claim brought by a data subject or a supervisory authority concerning the processing of the User Data against either or both parties, the parties will inform each other and will cooperate with a view to settling them amicably in a timely fashion.
13. uSOWN’S OBLIGATIONS
    • uSOWN Ltd shall ensure that the Services will be performed with reasonable skill and care.
    • uSOWN Ltd shall ensure that its personnel providing the Services are qualified and skilled to a reasonable level required to provide or perform the Services.
    • The obligations under Clauses 8.1 and 8.2 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to uSOWN Ltd’s instructions, or modification or alteration of the Services by any party other than uSOWN Ltd or uSOWN Ltd’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, uSOWN Ltd will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 8.1 and 8.2.
    • uSOWN Ltd does not warrant that:
14. the Customer’s use of the Services will be uninterrupted or error-free;
15. the User Data will be complete and accurate (uSOWN Ltd relies on the User entering User Data on to the Platform accurately and completely);
    • uSOWN Ltd is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • This Agreement shall not prevent uSOWN Ltd from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
    • uSOWN Ltd warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
16. CUSTOMER’S OBLIGATIONS
    • The Customer warrants that:
17. it has the right and capacity to enter into and be bound by these Terms; and
18. it shall comply with all applicable laws regarding the use of QwOTRead, User Data and our Website including the Engine Room.
    • The Customer Shall:
19. Comply and carry out its obligations under these Terms with all reasonable skill and care;
20. Provide uSOWN with:
    1. all necessary co-operation in relation to this Agreement; and
    2. all necessary access to such information as may be required by uSOWN;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

1. Without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under or in connection with these Terms.
2. CHARGES AND PAYMENT
   • Details of uSOWN Ltd’s Charges for delivery of the Services, including the Subscription Charges and metered payment, may be found on the Website. By proceeding with payment, the Customer is deemed to have accepted the Charges and will be liable to make payment in accordance with these Terms.
   • Prices quoted on the Website are inclusive of VAT where applicable and represent the price that will be charged to the Customer’s credit or debit card when they proceed with purchasing a Registration or Subscription.
   • All Charges stated or referred to in these Terms:
3. shall be payable in pounds sterling;
4. are non-cancellable and non-refundable;
   • Registration Fee: Payment of the Registration Fee must be made in full in advance, before Registration can be completed and confirmed.
   • Subscription Charge: The Customer pays for an Subscription as specified on the Website.
   • If a Customer purchases more than one Subscription, each Subscription Charge must be paid separately.
   • All payments through the Website are to be made via a relevant valid debit or credit card and are processed and secured through the Stripe payment processing platform. By confirming that you wish to proceed with your payment, you authorise Stripe to request funds from your credit or debit card provider according to the payment option the Customer selects. Copies of Stripe’s policies on the secure processing of payments can be found at https://stripe.com/gb/ssa, which we recommend you read in order that you are comfortable with how it handles any Personal Data and implements fraud prevention measures.
   • If the Customer fails to make a payment for any reason (including a failed direct debit payment) by the date it falls due, then, without limiting uSOWN Ltd’s remedies under Clause 11 the Customer may be required to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% per year above the Bank of England’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%.
   • Charges for the Services are non-exchangeable, non-transferable and non-refundable, without prejudice to the Customer’s statutory rights.
   • If the Customer experiences any technical issues with the Services, they should be notified to uSOWN Ltd via the contact form on the Website as soon as reasonably practicable after the issue is identified. uSOWN Ltd will take all reasonable steps to rectify any technical issue within its reasonable capabilities within 14 days of notification, or provide a refund if, in uSOWN Ltd’s absolute discretion, such a refund is merited in the circumstances (without prejudice to the Customer’s statutory rights or other rights afforded by virtue of accepting these Terms).
   • If the Customer disputes any invoice:
5. the Customer shall notify uSOWN Ltd via the contact form on the Website specifying the reasons for disputing the invoice;
6. uSOWN Ltd shall provide all evidence as may be reasonably necessary to verify the disputed invoice;
7. the Customer shall pay to uSOWN Ltd all amounts not disputed by the Customer on the relevant due date as set out in this Clause 10; and
8. the parties shall negotiate in good faith to attempt to resolve the dispute promptly.
   • Each party may at any time, without notice to the other party, set off any liability of the other party to it against any liability it has to the other party, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. Any exercise by a party of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.
   • All amounts owed to uSOWN Ltd by the Customer under these Terms shall become immediately due and payable in full:
9. On termination of the Subscription or Registration for any reason; or
10. If the Customer becomes subject to any of the events listed in Clause 11.
11. TERM AND TERMINATION
    • Save where clause 2.3 or 11.3 applies, the Customer may terminate this Agreement by giving not less than 30 days’ written notice to uSOWN Ltd.
    • Without affecting any other right or remedy available to it, uSOWN Ltd may terminate this Agreement for any reason, without notice.
    • Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
12. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
13. the other party commits a material breach of any other term of this agreement which breach is irremediable, or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
14. the other party becomes or is reasonably likely to become insolvent; or
15. the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business.
    • On termination of this agreement for any reason:
16. The Customer will complete its payment obligations to uSOWN Ltd on demand in respect of any unpaid invoices and any related fees and charges prior to termination;
17. The Customer will no longer be given access to the Engine Room and its Login Details and UBRNs will be decommissioned;
18. All permissions granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and the Customer Data and User Data shall be deleted after 7 days from the date of termination; and
19. Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
20. INTELLECTUAL PROPERTY RIGHTS
    • We own all rights in the Intellectual Property Rights relating to QwOT App, QwOTRead and the Website. All right, title and interest in and to QwOT App, QwOTRead and the Website will remain exclusively with us.
    • You are expressly prohibited from:
      • reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of QwOTRead, QwOT App or the Website; and
      • removing, modifying, altering or using any registered or unregistered marks/logos/design owned by us, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to us.
    • You own all rights in the Intellectual Property Rights relating to the Content. All right, title and interest in and to the Content will remain exclusively with you.
    • Save where expressly permitted under these Terms, we are expressly prohibited from:
      • reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Content; and
      • removing, modifying, altering or using any registered or unregistered marks/logos/design owned by you, and doing anything which may be seen to take unfair advantage of your reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to you.
    • From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to us, (“Feedback”). We may in connection with QwOTRead freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
21. EXCLUSION OF WARRANTIES LIMITATION OF LIABILITY
    • QwOTRead and QwOT App are products which provide a mechanism by which User Data may be transferred quickly, safely and easily between a User and a Customer. Its primary purpose is to improve the security of Personal Data being processed by a Customer, as well as reducing the potential risks of touch-transfer of infectious diseases or viruses such as Covid-19.
    • The Customer is solely responsible for how it processes and uses User Data. The Customer warrants that it will process User Data strictly in accordance with uSOWN Ltd’s Privacy Policy and pursuant to Clause 7. uSOWN Ltd accepts no liability in respect of the Customer’s use of User Data where such use is outwith uSOWN Ltd’s control, including use of User Data for longer than 10 days.
    • uSOWN Ltd does not endorse, promote or accept any liability for the use of QwOTRead for any purpose save those set out in clause 13.1. If a Customer uses QwOTRead for any further purpose, it does so entirely at the Customer’s own risk.
    • Links to third party websites may appear on the Website from time to time. Such third party websites are not our responsibility and we accept no liability for the availability, suitability, reliability or content of such third party websites and third party software.
    • No oral or written information or advice given by us shall or shall be deemed to create a warranty. We do not warrant or represent that any specific results will be produced by QwOTRead, nor do we guarantee that QwOTRead will be fault free.
    • The User, not uSOWN Ltd, is solely responsible for ensuring the accuracy of the User Data they enter into QwOT App. uSOWN Ltd will not be responsible, and may not be held liable for, the inputting by the User of any inaccurate, untrue or incomplete User Data.
    • All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral are hereby expressly excluded to the fullest extent permissible by law. Consequently all information, advice, suggestions and recommendations made available to you are provided to you on an “as is” basis.
    • Nothing in these Terms shall be deemed to exclude, restrict or limit liability for the following categories:
22. death or personal injury resulting from negligence; or
23. any liability for fraudulent misrepresentation.

13.9  Subject to clause 13.8, we shall not be responsible for any:

1. loss of profits, sales, business, or revenue;
2. loss or corruption of data, information or software;
3. loss of business opportunity;
4. loss of anticipated savings;
5. loss of goodwill; or
6. special, indirect or consequential loss,

whether such losses, damages, costs and expenses resulted from your or our negligence, failure to comply with these Terms or otherwise

13.10 You shall, to the maximum extent permitted by law, but subject to clause 13.8 indemnify, defend and hold uSOWN Ltd harmless for any and all losses in respect of, arising from, or asserted in, any demand, or any civil, criminal, administrative, or investigative claim or proceeding commenced or threatened by any third party (a “Third Party Claim”) against uSOWN Ltd arising or resulting from:

1. a wilful breach of obligations hereunder by you;
2. the use of QwOTRead in a manner not permitted by these Terms;
3. your infringement or misappropriation of, or any other violation of, a third party’s Intellectual Property Rights; or
4. without prejudice to your or any third party’s statutory rights, any Personal Data Breach committed by you, accidentally or otherwise, in your capacity as a Data Processor of User Data to which you have access by virtue of any Subscription you purchase.

13.11 We shall, to the maximum extent permitted by law, but subject to clause 13.8, indemnify, defend and hold you harmless for any and all losses in respect of, arising from any Third Party Claim against you arising or resulting from:

1. the gross negligence or wilful misconduct or misuse of QwOTRead, QwOT App in the performance of our obligations under these Terms,
2. a wilful breach of our obligations hereunder or,
3. our infringement or misappropriation of, or any other violation of, a third party’s Intellectual Property Rights

13.12 Except in connection with:

1. a party’s breach, violation, infringement or misappropriation of
   1. the other party’s Intellectual Property Rights,
   2. a third party’s intellectual property rights or

• its confidentiality obligations under clause 16;

1. a breach of any party’s Data Protection obligations under these Terms or our Privacy Policy, or
2. your liability for your payment obligations under these Terms,

uSOWN Ltd’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this agreement shall be limited to the total Charges paid to it by the Customer during the 12 months immediately preceding the date on which the claim arose.

14. VIRUSES, HACKING AND OTHER OFFENCES
    • You will not misuse the Website or QwOTRead by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to our Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.
    • By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website and Engine Room will cease immediately.
    • We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any material posted on it, or on any website linked to it.
15. PUBLICITY AND MARKETING

Without prejudice to your rights under Data Protection Laws and our Privacy Policy, we may publish and circulate marketing materials which describe QwOTRead and its functions, including aggregate figures relating to the use of QwOTRead and the benefits it has brought to our Customers and Users (for use by us as a marketing tool) unless otherwise expressly agreed in writing by the Customer. Any reference to our Customers will be anonymous and there will be no disclosure of any data or information which could lead to any single User or Customer being identified without first obtaining the Customer’s express permission to do so.

16. CONFIDENTIALITY
    • Unless otherwise set out to the contrary in these Terms, each party (the “Receiving Party”) shall keep confidential all information and documentation disclosed by the other party (the “Disclosing Party”) to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any operations, products, processes, dealings, trade secrets or the business of the Disclosing Party or which is identified by the Disclosing Party as confidential (“Confidential Information”) and will not use any Confidential Information for any purpose other than the performance of its obligations under these Terms (and where we are a Receiving Party, to include for the purpose of improving performance of QwOTRead, QwOT App or our Website). Other than to its Authorised Personnel to the extent that it is reasonably necessary for the purpose of performing its obligations under these Terms, the Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
    • The obligations contained in clause 16.1 shall not apply to any Confidential Information which is:
17. in the public domain other than through breach of these Terms by the Receiving Party;
18. furnished to the Receiving Party without restriction by a third party having a bona fide right to do so.
19. GENERAL
    • If either party is prevented or delayed from performing any of its obligations under these Terms by acts of God, war, hostilities, riot, fire, explosion, accident, flood, pandemic, sabotage, lack of adequate power or labour, strike, lock-out or injunction, compliance with governmental laws, regulations or orders or any other cause which affects performance of these Terms arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party affected (“Force Majeure”) its obligations under these Terms shall be suspended for so long as the Force Majeure continues and to the extent that that party is so prevented, hindered or delayed. If any Force Majeure prevails for a continuous period in excess of 30 days, either party shall be entitled to terminate these Terms in its entirety or in part by giving notice in writing to the other party.
    • If we fail at any time to insist upon strict performance of our obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
    • You shall comply with all foreign and local laws and regulations which apply to your use of QwOTRead or our Website in whatever country you are physically located, including without limitation, export control laws and regulations.
    • Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of non-performance and continues performance hereunder with reasonable dispatch whenever such causes are removed.
    • A waiver by us of any default shall not constitute a waiver of any subsequent default.
    • No waiver by us of any of the Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
    • All notification and communication should be sent to the contact details which can be found on our Website. A notice or communication is deemed given:
20. if delivered personally, when left at the relevant party’s address;
21. if sent by post, two working days after posting it;
22. if sent by e-mail, on completion of its transmission.
    • If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining Terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
    • These Terms represent the entire agreement between you and us in respect of your use of the Website, Platform and QwOTRead and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
    • We may alter or amend these Terms, including our Charges, by giving reasonable notice on our Website. By continuing to use QwOTRead, the Platform or the Website after having given such reasonable notice, you will be deemed to have accepted any amendment to these Terms.
    • You acknowledge that in entering into these Terms, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the internet or in negotiation between us (whether made innocently or negligently) except as expressly set out in these Terms.
    • A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this agreement.
    • These Terms are governed by and construed in accordance with English law. The Courts of England and Wales shall have exclusive jurisdiction over any disputes arising out of these Terms.