The application interface is developed and operated by DUVALL BVBA, registered with the Crossroads Bank of Enterprises under number BE 0452.726.318 and having its registered office at Ambachtsweg 22, B- 9820 Merelbeke (Belgium) (“DUVALL” or “We”). If you have any questions about this Agreement, please contact us via [info AT duvall DOT be].
1. Description of the QUAQUA PLATFORM
Within DUVALL an online meeting platform with remote interpreting and translation has been developed that enables Users to start or engage in an online conference and therein share, send, receive, translate, synchronize, integrate, consolidate, process and link data spoken or written upon acceptance of this Agreement and as far as the Users have complied with all obligations either listed in this Agreement or explicitly mentioned in the order process.
2.1. “Account”: the access code or meeting for a User to log in to the QUAQUA Platform;
2.2. “Article”: an article of this Agreement;
2.3. “Intellectual Property Rights”: any and all known or hereafter existing (a) rights associated with works of authorship, including copyrights; (b) trademark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) database rights, source code rights and rights to semiconductors; (g) trade and business names, domain names, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (h) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world;
2.4. “Interpreter”: a service provider and User which receives User Content (visual, written or audible) and translates this User Content to forward the translation of the User Content to another User, all by using the QUAQUA Platform;
2.5. “Price”: the price to be paid by the User to DUVALL;
2.6. “QUAQUA Platform”: the online meeting platform with remote interpreting and translation developed by DUVALL that enables Users to start or engage in structured communication;
2.7. “QUAQUA”: a registered trademark and tradename of DUVALL;
2.8. “Term”: the term as set forth in Article 8 of this Agreement;
2.9. “User”: any existing person (adult), whether using the QUAQUA Platform as meeting organiser, participant or Interpreter on its own account or on account of its company that intends to use the QUAQUA Platform for its legitimate commercial purposes;
2.10. “User Content”: all information and data provided by the User through the QUAQUA Platform.
3.1. BY CLICKING THE “I AGREE” BUTTON YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE QUAQUA PLATFORM IS EXCLUSIVELY GOVERNED BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY PROVISION OF THIS AGREEMENT, YOU MAY NOT USE IN ANY MANNER THE QUAQUA PLATFORM.
3.2. We reserve the right at any time, and from time to time, with or without cause and without prior notification:
3.2.1. to amend this Agreement, e.g. DUVALL may use third parties’ software and requires the terms and conditions of such third party to be applied to the contractual relationship between You and DUVALL;
3.2.2. to change the QUAQUA Platform including eliminating or discontinuing, temporarily or permanently any functionality or feature of the QUAQUA Platform without any liability against the User or any third parties;
3.2.3. to amend the Price.
3.3. Any such amendments or changes made will be effective immediately upon us making such changes available on the QUAQUA Platform or otherwise providing notice thereof. You agree that your continued use of the QUAQUA Platform after such changes constitutes your irrevocable acceptance of such changes.
3.4. DURING THE TERM, DUVALL MAY, IN ITS SOLE DISCRETION, PROVIDE YOU WITH CERTAIN UPDATES OF THE QUAQUA PLATFORM OR ANY PART THEREOF. FOR THE AVOIDANCE OF DOUBT, DUVALL IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE QUAQUA PLATFORM.
4. Interpreter as a service provider
4.1. The User is solely responsible for the selection, appointment, execution of service, quality of service and payment of an Interpreter.
4.2. THE INTERPRETER UNDERSTANDS THAT THE CONTINUITY AND QUALITY OF COMMUNICATION THROUGH TRANSLATION OR INTERPRETATION IS ESSENTIAL FOR A SATISFACTORY USE OF THE QUAQUA PLATFORM.
4.3. The Interpreter:
4.3.1. will only act as professional Interpreter for languages he/she has a sound understanding and is mastering perfectly;
4.3.2. will read the manual and instructions for using the QUAQUA Platform thoroughly before the meeting;
4.3.3. commits to timely test its hardware equipment for use on the QUAQUA Platform and activate its profile for interpreting services during a specific meeting;
4.3.4. undertakes its best effort to translate and interpret any communication accurately and objectively in line with any standard practices or codes relevant in the sector;
4.3.5. cannot annul or reschedule a meeting on the QUAQUA Platform after accepting an assignment. In case of force majeure, illness that prevents rendering services or failing hardware, software or internet connection, the Interpreter will undertake its best effort to find a substitute in cooperation with the meeting organiser.
4.4. THE INTERPRETER WILL TREAT THE USER CONTENT AS CONFIDENTIAL AND WILL NOT SHARE NOR USE THE USER CONTENT UNLESS FOLLOWING THE STRICT INSTRUCTIONS OF THE USER WHICH PROVIDED THE USER CONTENT.
4.5. Both the User and Interpreter will safeguard DUVALL from any claims or damages in relation to any service provided by an Interpreter.
5. Use of the QUAQUA Platform
5.1. TO ACCESS THE QUAQUA PLATFORM, YOU SHOULD HAVE THE NECESSARY HARDWARE AND A FAST INTERNET CONNECTION.
5.2. Account information. The User:
5.2.1. shall identify him/herself accurately and honestly;
5.2.2. cannot use any nickname, but shall disclose the first name and family name;
5.2.3. shall ensure that any profile picture is accurate, can be used in business practice and does not contain any marketing or commercial messages;
5.2.4. will be liable towards DUVALL for any false Account information;
5.2.5. shall be solely responsible for maintaining the confidentiality and security of the Account login information such as User name and password, which are personal and cannot be transferred to any third party;
5.2.6. shall be fully responsible for all activities that occur under its personal Account;
5.2.7. agrees to immediately notify DUVALL of any unauthorized use, or suspected unauthorized use of any Account or any other breach of security.5.3. The User shall ensure that its camera, microphone and/or headset is focused on the User and not on the environment or background, which should be suitable for business practice and cannot contain any marketing or commercial messages.
5.4. THE USER IS SOLELY RESPONSIBLE FOR THE USER CONTENT (VISUAL, WRITTEN OR AUDIBLE) USING THE QUAQUA PLATFORM.
5.5. THE USER MAY NOT RECORD A MEETING, NOR CAPTURE SCREENSHOTS WITHOUT INFORMING ALL PARTICIPANTS ON THE QUAQUA PLATFORM. IF THE QUAQUA PLATFORM INCORPORATES A RECORDING FEATURE, SUCH FEATURE CAN ONLY BE ACTIVATED BY THE MEETING ORGANISER AND A RECORD SIGN WILL BE DISPLAYED TO ALL USERS.
5.6. The User may not be involved in generating content that breaches any applicable law and/or violates third party rights, including but not limited to privacy, identity, Intellectual Property Rights and refrain from any defamatory, hateful, discriminatory, violent or hateful content or content that is criminal, obscene or pornographic.
5.7. The User acknowledges and agrees that DUVALL has not and is not expected to provide the User with any analysis, interpretation or advice regarding the User’s compliance with the above and does not control User Content nor guarantee the confidentially, accuracy, integrity, security or quality of User Content.
5.8. DUVALL at its own discretion is entitled to either block an Account, suspend the QUAQUA Platform in case the User does not comply with the obligations of this Agreement or any other instructions, manuals, guidelines or policies issued by DUVALL.
6.1. All payments shall be made in euros (EUR) unless otherwise indicated in the order process.
6.2. Orders are only confirmed upon prepayment of the Price and any related costs by the User unless otherwise agreed. The User will follow the electronic payment instructions in the order process. The User will only use payment or credit cards that he legitimately owns or holds, that is not expired and backed by the necessary funds to complete the transaction and execute the payment.
6.3. The User under no circumstances can invoke set-off.
6.4. In the event of non-payment of the invoice on its due date, DUVALL shall also have the right, without prior reminder, to supplementary compensation of ten per cent (10%) of the price or a minimum of one hundred twenty-five euros (EUR 125).
6.5. Prices are net, not including VAT (unless otherwise indicated).
7. Suspension of QUAQUA Platform
7.1. If DUVALL becomes aware or suspects, in its sole discretion, any violation by the User of this Agreement or any other instructions, manuals, guidelines or policies issued by DUVALL, then DUVALL may suspend or limit the User’s access to the QUAQUA Platform.
7.2. If the User has not prepaid or timely paid the Price and any related costs for use of the QUAQUA Platform, DUVALL might automatically suspend the use of the QUAQUA Platform. The duration of such suspension will continue until the User has paid all amounts due.
8. Term and termination
8.1. DUVALL grants the User a non-exclusive, personal, restricted, non-sublicensable and non-transferable User license to use the QUAQUA Platform for either a specific meeting.
8.2. DUVALL may terminate the Agreement and stop any use of the QUAQUA Platform without any ground giving at least one (1) week prior written notice to any Users.
8.3. DUVALL may terminate with immediate effect this Agreement and a right to access and use the QUAQUA Platform if DUVALL believes or has reasonable grounds to suspect that the User is violating this Agreement or any other guidelines or policies issued by DUVALL.
8.4. Upon the termination of this Agreement for any reason whatsoever in accordance with the provisions of this Agreement, at the moment of effective termination: (i) the User will no longer be authorized to access or use the QUAQUA Platform; (ii) DUVALL will delete data associated with the User’s Account on the QUAQUA Platform other than those required by law to be retained.
8.5. No obligation rests upon DUVALL to repay any payments in case DUVALL has either suspended the use of the QUAQUA Platform or terminated this Agreement due to non-compliance of the User with this Agreement or any other instructions, manuals, guidelines or policies issued by DUVALL.
9. License and Intellectual property
9.1. During the Term, DUVALL grants the User a non-exclusive, personal, restricted, non-sublicensable and non-transferable User license to use the QUAQUA Platform in accordance with this Agreement.
9.2. THE USER IS NOT ALLOWED TO USE THE QUAQUA PLATFORM FOR ANY PURPOSES OR IN ANY MANNER NOT EXPRESSLY AUTHORIZED BY DUVALL.
9.3. The User shall use the QUAQUA Platform solely in full compliance with (i) this Agreement and any additional instructions, manuals, guidelines or policies issued by DUVALL including, but not limited to, those posted within the QUAQUA Platform; and (ii) any applicable legislation, rules or regulations.
9.4. The User agrees to use the QUAQUA Platform only for the intended use as set forth in this Agreement. Within the limits of the applicable law, the User is not permitted to (i) make the QUAQUA Platform available or to sell or rent the QUAQUA Platform to any third parties; (ii) sublicense, lease, rent, loan, distribute, or otherwise transfer the QUAQUA Platform to any third party; (iii) adapt, alter, translate or modify in any manner the QUAQUA Platform; (iv) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the QUAQUA Platform; (v) use or copy the QUAQUA Platform; (vi) gain unauthorized access to Accounts of other Users or the IT equipment of DUVALL to use the QUAQUA Platform to conduct or promote any illegal activities; (vii) use the QUAQUA Platform to generate unsolicited email advertisements or spam; (viii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the QUAQUA Platform (including without limitation robots, spiders or scripts); (x) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the QUAQUA Platform; (xi) intentionally distribute any worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature or use the QUAQUA Platform for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (x) remove or in any manner circumvent any technical or other protective measures in the QUAQUA Platform.
9.5. All Intellectual Property Rights in and to the QUAQUA Platform are reserved by DUVALL. Except as expressly set forth herein, no express or implied license or right of any kind is granted to the User regarding the QUAQUA Platform or any part thereof, including but not limited to any right to obtain possession of any source code, data or other technical material relating to the QUAQUA Platform.
9.6. The User will not infringe any Intellectual Property Rights of DUVALL. More, in particular, the User will not infringe trademarks, tradenames, domain names, database rights or signs used by DUVALL, neither register or use any identical or similar trademark wherever in the world for any identical or similar QUAQUA Platform. Any such action will cause harm to DUVALL for which the User is liable.
10. Data protection
10.1. In view of the performance of this Agreement, DUVALL will collect personal data of the User, such as first name, family name, function, company name, address, e-mail address, phone number.
10.2. THE USER IS FULLY AWARE THAT A PREREQUISITE FOR USING THE QUAQUA PLATFORM IS THAT THE USER CAN BE IDENTIFIED BY ALL OTHER USERS. THE FOLLOWING DATA WILL BE SHOWN: FIRST NAME, FAMILY NAME AND IMAGE. IT IS IMPOSSIBLE FOR THE USER TO ADJUST THESE SETTINGS OR ANONYMISE DATA.
10.3. The personal data of the User will be processed in accordance with the EU General Data Protection Regulation.
10.4. DUVALL undertakes to use the obtained personal data solely with a view to fulfilling its obligations towards the User in the context of the Agreement.
10.5. The User is entitled to request DUVALL free of charge to correct any inaccuracies in its personal data. For further information about the processing of personal data as well as to request for correction of personal data, the User can contact DUVALL by sending an e-mail to [EMAIL].
10.6. Under this Agreement DUVALL shall be considered the controller and processor of data and in any such case:
10.6.1. the User acknowledges and agrees that the personal data may be transferred or stored in any country of the European Union to carry out DUVALL’s obligations under this Agreement;
10.6.2. DUVALL shall process the personal data in accordance with the terms of this Agreement and any lawful instructions reasonably given by the User from time to time;
10.6.3. the User acknowledges and agrees that personal data shall be shared with DUVALL’s employees, representatives, officers, directors, agents, advisors, affiliated companies, subcontractors and partners who have a need to know.
10.7. IF, AND TO THE EXTENT, DUVALL PROCESSES ANY PERSONAL DATA OF THIRD PARTIES ON THE USERS BEHALF WHEN RENDERING THE SERVICES, DUVALL AND USER RECORD THEIR INTENTION THAT, RELATING TO THE PROCESSING OF THE PERSONAL DATA OF THESE THIRD PARTIES, USER SHALL BE THE DATA CONTROLLER AND DUVALL SHALL BE A MERE DATA PROCESSOR.
10.8. DUVALL will take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
10.9. DUVALL may retain and store personal data for as long as reasonably needed to provide the User with the QUAQUA Platform.
10.10. Neither DUVALL, nor the QUAQUA Platform will store any User Content, nor back-up User Content.
10.11. The User ensures that his consent to process personal data includes the consent for:
10.11.1. processing of personal data for statistical, scientific or development purposes;
10.11.2. receiving marketing information related to other QUAQUA Platform or services of DUVALL.
11.1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QUAQUA PLATFORM IS PROVIDED “AS IS,” AND DUVALL MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, COVENANTS OR REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, SUITABILITY, AVAILABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
11.2. DUVALL does not warrant that (i) errors in the QUAQUA Platform can be corrected, or that access to or operation of the QUAQUA Platform shall be uninterrupted, secure, or error-free, and (ii) the information, available on or transmitted by the QUAQUA Platform is true, complete or accurate, and (iii) the translation by the Interpreter or any machine translation software incorporated in the QUAQUA Platform is complete or accurate.
11.3. The User acknowledges and agrees that there are risks inherent to transmitting information over the internet and that DUVALL is not responsible and cannot be held liable for any losses of your data, including but not limited to personal data and any User Content, in connection therewith.
11.4. The User represents and warrants to DUVALL that (a) he/she has the authority to enter into this Agreement and (b) he/she do not infringe any Intellectual Property Rights of third parties and will refrain from using any viruses, worms or other malicious computer programming codes intended to damage the QUAQUA Platform or DUVALL’s system or data.
11.5. The User acknowledges and agrees that DUVALL is not obligated to back up any User Content. The User agrees that any use of the QUAQUA Platform contrary to or in violation of the warranties constitutes unauthorized and improper use of the QUAQUA Platform for which DUVALL cannot be held liable.
12.1. The User hereby agrees to indemnify and hold harmless DUVALL and its current and future affiliates, officers, directors, employees, agents, consultants and representatives from each and every demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to (i) any breach or violation by the User or by any of its employees, helpers or agents of any provisions of this Agreement; (ii) any User Content violating any Intellectual Property Rights of a third party; (iii) any use of the QUAQUA Platform that the User makes; or (iv) fraud, intentional misconduct, or gross negligence committed by the User.
13.1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DUVALL ‘s LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE, SHALL BE SUBJECT TO THE RESTRICTIONS SET FORTH IN THIS AGREEMENT AND SHALL NOT EXCEED THE PRICE PAID BY THE USER.
13.2. To the extent legally permitted under applicable law, DUVALL shall not be liable to the User or any third party, for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, procurement of substitute QUAQUA Platform, or damage arising out of or in connection with the use of the QUAQUA Platform, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if DUVALL has been notified of the likelihood of such damages.
13.3. DUVALL shall not be liable for any claims resulting from (i) the User or its employees’, helpers’ or agents’ unauthorized use of the QUAQUA Platform, (ii) the User or any third party’s modification of (any parts) of the QUAQUA Platform, (iii) the User’s failure to use the most recent version of the QUAQUA Platform or failure to integrate or install any corrections to the QUAQUA Platform issued by DUVALL, (iv) the User or its employees’, helpers’ or agents’ use of the QUAQUA Platform in combination with any software not suited for integration, or (v) the User or its employees’, helpers’ or agents’ use of the QUAQUA Platform in violation of any of the Articles of this Agreement.
13.4. The exclusions and limitations of liability under this Agreement shall operate to the benefit of DUVALL affiliates and subcontractors to the same extent such provisions operate to the benefit of DUVALL.
14.1. Force Majeure. DUVALL shall not be liable for any failure or delay in the performance of its obligations under this Agreement if such delay or failure is due to causes beyond our control due including by not limited to war, strikes or labour disputes, embargoes, government orders, telecommunications, network, computer, server or Internet downtime, unauthorized access to DUVALL ‘s information technology systems by third parties or any other cause beyond the reasonable control of DUVALL. We shall notify the User of the nature of such force majeure event and the effect on our ability to perform our obligations under this Agreement and how we plan to mitigate the effect of such force majeure event.
14.2. Entire agreement. This Agreement constitutes the entire agreement and understanding between the User and DUVALL with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
14.3. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
14.4. Waiver. Any failure to enforce any provision of the Agreement shall not constitute a waiver thereof or of any other provision.
14.5. Assignment. This Agreement may not be assigned by the User without the prior written approval of DUVALL but may be assigned by DUVALL to (i) an affiliated company, parent company or subsidiary, (ii) an acquirer of all or substantially all of DUVALL’s assets involved in the operations relevant to this Agreement, in particular, an acquirer of the Intellectual Property Rights on the QUAQUA Platform or (iii) a successor by merger or other combination. Any purported assignment in violation of this article will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.
14.6. Notices. All notices from DUVALL intended for receipt by the User shall be deemed delivered and effective when sent to the email address provided by the User. If the User changes this email address, he/she must update its email address on the personal settings page.
14.7. Governing law and jurisdiction. This Agreement shall be exclusively governed by and construed in accordance with the laws of Belgium. The courts and tribunals of Brussels (Belgium) shall have sole jurisdiction should any dispute arise in relating to the QUAQUA Platform.
Last revision: February 27, 2019.