Terms and conditions

1. Quelleez Parties

These Terms of Service form an agreement between you and Quelleez, a limited liability company incorporated under the laws of England. The terms “Quelleez”, “us”, “we” or “our” means Quelleez. Quelleez and its affiliates, officers, directors and employees are referred to in these Terms of Service as the “Quelleez Group”. For the avoidance of doubt, the Quelleez Group does not include any third parties such as Merchants or Vendors (as such terms are defined in Section 2 below).

2. Users and Applicable Legal Terms

• Definition of Users. The Quelleez Platform facilitates: (1) the payment of Service Payments; (2) the submission of guest reviews and ratings of personnel and locations by consumers who use the Quelleez Platform ("Customers") of food, drinks and other products and services (collectively, "Goods and Services") offered by restaurants, salons, hotels and other venues ("Vendors") and the services performed by service providers employed by these Vendors ("Merchants"); (3) User access to Customer reviews and ratings and other content on the Quelleez Platform; (4) the implementation of schemes for the sharing or distribution of pooled Service Payments ("Tronc Systems") by individuals appointed Merchants ("Troncmasters"); and (5) the withholding of taxes from Services Charges payable to Merchants by accountants or other authorised personnel appointed by Vendors ("Vendor Accountants"). Collectively, Customers, Vendors, Merchants, Troncmasters, Vendor Accountants and viewers of the Quelleez Website constitute "Users" of the Quelleez Platform and these Terms of Service apply to all Users.

• Quelleez Privacy Policy. Please note that important information about Quelleez’s practices on the collection, use and disclosure of Users’ personal information submitted via the Quelleez Platform is governed by the Quelleez Privacy Policy, the terms of which are incorporated into this Terms of Service. To view our Quelleez Privacy Policy, please see: https://quelleez.com/privacy-policy (the "Quelleez Privacy Policy").

• Additional Terms for Merchants, Vendors, Troncmasters and Vendor Accountants. In addition to these Terms of Service and the Quelleez Privacy Policy, Merchants, Vendors, Troncmasters and Vendor Accountants may be subject to additional terms agreed in separate agreements with Quelleez in respect of the Goods and Services offered by such Users or their use of the Quelleez Platform. In the event of any conflict between these Terms of Services and the separate agreement any such User has with Quelleez, the terms of the separate Quelleez agreement will prevail.

• Additional Terms and Conditions for Quelleez App Users. To the extent the other terms and conditions of these Terms of Service are less restrictive than, or otherwise conflict with, the terms and conditions of this Section, the more restrictive or conflicting terms and conditions in this Section apply, but solely with respect to the Quelleez App if downloaded from the Apple App Store or the Google Play Store.

The following additional terms and conditions apply to you if you are using the Quelleez App and have downloaded it from the Apple App Store or the Google Play Store. You acknowledge and agree that:

These Terms of Service are entered into between you and Quelleez. Neither Apple, Inc. ("Apple") nor Google, Inc. ("Google") (collectively, the "Download Providers") are parties to these Terms of Service nor shall they have obligations with respect to the Quelleez App. Quelleez, and not Apple or Google, is solely responsible for the Quelleez App, including any maintenance and support, and the content thereof as set forth hereunder. However, the Download Providers, along with their respective subsidiaries, are third-party beneficiaries of these Terms of Service. Upon your acceptance of these Terms of Service, the Download Provider used to obtain the Quelleez App shall have the right (and shall be deemed to have accepted the right) to enforce these Terms of Service against you as a third-party beneficiary. If Quelleez fails to conform to any applicable warranty, you may notify the Download Provider used to obtain the Quelleez App and they shall refund the purchase price (if any) of the Quelleez App in accordance with their policies, and, to the maximum extent permitted by applicable law, the Download Provider used to obtain the Quelleez App shall have no other warranty obligation whatsoever with respect to the application and, as between the Download Provider used to obtain the Quelleez App and Quelleez, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any warranty is Quelleez’s responsibility. You and us both acknowledge that Quelleez, not the Download Provider used to obtain the Quelleez App, is responsible for addressing any end-user or third-party claims related to the Quelleez App, including, but not limited to: (a) product liability claims, (b) any claim that the Quelleez App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar law.

In the event of any third-party claim that the Quelleez App or your possession or use of the Quelleez App infringes on that third party’s intellectual property rights, Quelleez shall be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

3. Quelleez Accounts

• Accurate Information. You represent and warrant that all information supplied by you (or by anyone acting on your behalf) on the Quelleez Platform, including any information provided by you to create an account for use of the Quelleez Platform (an "Quelleez Account"), or in connection with your use of the Quelleez Services is true, accurate, current and complete.

• Security of Quelleez Accounts. You must keep your Quelleez Account secure and you agree that you shall not disclose your Quelleez Account credentials to anyone. No members of the Quelleez Group shall be liable for any loss or damage arising from your failure to safeguard your Quelleez Account, use a strong password or use a password distinctive to your Quelleez Account. You may browse some parts of the Quelleez Platform without creating an Quelleez Account.

• Discretionary Access to Quelleez Accounts. Quelleez reserves the right to deny your request for an Quelleez Account and to disable or terminate access to any Quelleez Account issued to you at any time in Quelleez’s sole discretion. If Quelleez disables access to an Quelleez Account issued to you, you shall be prevented from accessing the Quelleez Platform and using the Quelleez Services and shall not have access to your Quelleez Account details and other information that is associated with your Quelleez Account.

• Suspension, Term, Termination and Deletion of Quelleez Accounts. Quelleez may suspend or terminate your ability to access the Quelleez Platform, or cease providing you with all or part of the Quelleez Services at any time for any or no reason, including, if we believe: (i) you may have violated these Terms of Service; (ii) you may create risk or possible legal exposure for us; (iii) prolonged inactivity; or (iv) our provision of the Quelleez Services to you is no longer commercially viable. Suspension or termination may also include removal of all or some of the materials uploaded by you. Quelleez may make reasonable efforts to notify you by the e-mail address associated with your account, through the Quelleez Platform or when you next attempt to access your Quelleez Account, depending on the circumstances. You acknowledge and agree that Quelleez may make suspensions and terminations in its sole discretion and that no member of the Quelleez Group shall be liable to you or any third-party for any suspension or termination of your access to, or for the removal of any of the materials uploaded by you to, the Quelleez Platform. Any suspension or termination of such access or removal of such materials shall be in addition to any and all other rights and remedies that Quelleez may have. In case of termination, we may disable your Quelleez Account but retain the disabled Quelleez Account and the information associated for fraud prevention or other lawful purposes.

• Account Deletion and Termination. You may request the deletion of your account by: (1) requesting (by e-mail or through any then-available interface on the Quelleez Platform) that your Quelleez Account be deleted; or (2) ceasing to use the Quelleez Platform and the Quelleez Services and uninstalling and removing all local software components thereof, if any. If you request deletion of your Quelleez Account, we may disable your Quelleez Account but retain the disabled Quelleez Account for fraud prevention or other lawful purposes. You may request termination these Terms of Service at any time by requesting by e-mail (or any then-available interface on the Quelleez Platform) that your Quelleez Account be deleted. Quelleez may terminate these Terms of Service at any time by giving notice to you, at our discretion, by e-mail at your current email address on file with us or through the Quelleez Platform.

4. Licensed Access to The Quelleez Platform and Permitted Use

• License. Subject to your compliance with these Terms of Service, Quelleez hereby grants you a personal i.e., only valid for you, revocable, non-exclusive and non-transferable license to use the Quelleez Platform in accordance with these Terms of Service in the following manner depending on the type of User that you are:

  • Customers: you may use the Quelleez Platform to facilitate payments of Service Payments to Service Providers. You may also use the feedback features of the Quelleez Platform to post comments, ratings and reviews of Vendors and Merchants and the Goods and Services they provide;

  • Merchants: Customers may use the Quelleez Platform to facilitate making Service Payments to you and you may track Service Payments made to you via the Quelleez Platform by accessing the Quelleez Account;

  • Vendors: you may access the Quelleez Platform to: (1) create Quelleez Accounts for Merchants who will use the Quelleez Platform where such Merchants have consented for you to do so on their behalf; (2) request Quelleez Accounts for Troncmaster to implement a Tronc System and / or Vendor Accountants who may use the Quelleez Platform to calculate amounts of tax to be withheld from Service Charges paid to Merchants; and (3) review ratings and reviews of Venues and Goods and Services posted by Customers;

  • Troncmasters: you may use the Quelleez Platform to implement and operate a Tronc System in accordance with the additional terms and conditions set out in Section 6 below;

  • Vendor Accountants: you may use the Quelleez Platform to calculate amounts of tax to be withheld from Service Charges paid to Merchants and to arrange for the direct transfer of such amounts from a clearing account held with a Payment Processor to an account held by the Vendor (a "Vendor Account") for further transfer to HM Revenue & Customs; and

  The activities described above constitute "Permitted Use" as applicable to a specific type of User

• Reservation of Rights. Quelleez retains the right, at its sole discretion, to deny access to anyone to the Quelleez Platform or the Quelleez Services, at any time and for any reason (or no reason at all), including, but not limited to, for violation of these Terms of Service or use other than the Permitted Use. You shall cease and desist from any such access and use of the Quelleez Platform or Quelleez Services immediately upon request by Quelleez.

• Geographic Application of the Quelleez Platform. The Quelleez Platform and/or specific services may not be available at all or any times and in all or any countries. Furthermore, nothing on the Quelleez Platform constitutes an offer or solicitation to buy or sell any product or service.

• Changes to the Quelleez Platform. Quelleez reserves the right to change (or allow a third party to change) any information, material or content contained on or provided through the Quelleez Platform (the "Content") at any time, and from time to time, without notice.

5. Service Payments, Quelleez Services, Quelleez as agent and customer support

• Quelleez Services

  Through the Quelleez Platform, Quelleez provides Users with the following services (the “Quelleez Services”):

  • The Quelleez Platform connects Customers, Vendors and Merchants with Payment Processors who may provide payment processing for making and receiving Service Payments under a separate contract;

  • Quelleez enables Vendors and Troncmasters to create Quelleez Accounts for Merchants;

  • Quelleez also enables Vendors to create Quelleez Accounts for Vendor Accountants so that they may withhold taxes from Service Charges paid to individual Merchants;

  • Quelleez permits Troncmasters to create schemes to allocate Service Payments amongst Merchants in accordance with the additional terms and conditions set out in Section 6 below;

  • Quelleez may provide customer care support to Users; and

  • Quelleez allows Users to access guest reviews and ratings of Merchants and Vendors submitted by Customers.

  Quelleez does not offer payment processing services but connects Users with Payment Processors who may provide such services under a separate contract with Users.

  For the avoidance of doubt, no members of the Quelleez Group shall be liable for any transactions between Customers, Merchants or Vendors.

  Quelleez may provide products or services to Merchants or Vendors through a separate agreement executed with such parties.

  Any Vendor-related information on the Quelleez Platform is content provided by the Vendor and not Quelleez, and Quelleez is not liable for such content.

• Quelleez Account

  To use the Quelleez Platform and most features of the Quelleez Services, Merchants, Vendors, Troncmasters and Vendor Accountants are required to successfully create a user account (the "Quelleez Account") using the Quelleez Platform.

• Making Service Payments

  Using the Quelleez Platform, a Customer can scan the QR Code provided by a Merchant to make Service Payments to that Merchant via a Payment Processor. After scanning the QR Code, a Customer will be directed to a window requesting that he or she enter the amount of the desired Service Payment. Once a Customer has entered the amount, he or she will have the opportunity to review it. After a Customer reviews and confirms that the amount of the Service Payment is correct, the Customer may proceed to make the Service Payment. A Customer’s payment card will be charged when he or she makes a Service Payment. Once a Customer has made a Service Payment, the Customer shall not be entitled to change or cancel that Service Payment and shall not be entitled to a refund (except where required by mandatory law). If a Customer wishes to amend or cancel a Service Payment for a total or partial refund, the Customer must get in touch with Quelleez via chat, e-mail or the Quelleez support phone line provided on the Quelleez Platform.

• User Support

  Quelleez may offer support to Users in respect of issues relating to the Quelleez Services. Users with any problems, questions or suggestions with respect to the Quelleez Platform or the Quelleez Services should contact Quelleez’s customer support team (and not Merchants or Vendors) via chat (preferable), e-mail or phone at the contact information provided on the Quelleez Platform.

• Payment Processing Services

  Payment processing services for the Quelleez Platform are provided by such service providers as Quelleez may choose from time to time (each such service provider, a "Payment Processor"). Once connected to a Payment Processor, a User will enter into a separate contract for payment processing services with that Payment Processor. Quelleez will not be a party to this contract.

• Price and Payment

  Payment of Service Payments must be made with an accepted credit or debit card through the Payment Processors (each such payment, a "Card Payment"). A Customer will be charged at the time of making a Service Payment. Each Customer consents to the collection and use of his or her information (including, if applicable, personal information) by such Payment Processors as is necessary to process Service Payments. Quelleez reserves the right to add, remove or replace any Payment Processor connected to the Quelleez Platform at any time in its sole discretion. Each Customer agrees that the Payment Processor charge his or her payment card for any Service Payment made. Each Customer is responsible for ensuring that all of his or her billing information is current, complete, and accurate.

• Processing Charges, Currency

  Each Customer agrees that the Payment Processor has the right to add to any Service Payment any processing charges owed under any agreements between Quelleez and its banks and/or Payment Processors. Each Customer further agrees that Service Payments may be debited from such Customer’s bank/card account in a currency other than the one selected if the bank or Payment Processor requires payment in a specific currency or the currency selected by Customer is subject to a mandatory currency conversion. Any payment made in a currency other than the currency of the payment card used may result in additional fees being charged by the payment card provider or the Payment Processor.

• Quelleez and Payment Processor Fees

  Payments made through the Quelleez platform are subject to fees charged by Quelleez (“Quelleez Fees”) and fees charged by third party Payment Processors (“Processor Fees”) together “Card Fees”.

  Quelleez Fees are detailed in the Quelleez Fees section of the Quelleez Website.

  Processor Fees are outlined on https://stripe.com/gb/pricing

  Some Processor Fees vary depending on the User’s card issuer. Quelleez charges 2.9% plus Processor Fees. Customer may choose to pay the Card Fees when using the Quelleez Platform (such that no Card Fees are deducted from the tip before it is transferred to the Merchant).

  In cases where the Merchant is charged the Card Fees are deducted from the tip amount and the remaining amount is transferred to the Merchant.

• Vendor Services Charges

  Certain Vendors may require that a certain amount or percentage (a "Service Charge") be deducted from Service Payments made to its Merchants. In such cases: (1) the Vendor will receive the Service Charge; and 2) the Merchant will receive the balance of the Service Payment.

6. Tronc Systems

The Quelleez Platform permits the establishment and operation of Tronc Systems whereby Service Payments made to individual Merchants are pooled and subsequently be allocated amongst a Vendor's Merchants and other employees. In a restaurant, for example, a Tronc System may be used to share Service Payments amongst Merchants and other staff, such as cooks, managers and hostesses.

If operated in accordance with applicable legislation, a Tronc System can allocate tips to employees without the employer being obligated to deduct national insurance contributions (“NIC”).

Where the Quelleez Platform is used to implement and operate a Tronc System, Troncmasters and Vendors agree to the following additional terms and conditions:

• A Troncmaster may be appointed by Merchants or employees;

• No Vendor, nor any shareholder, director or officer thereof (each of the foregoing, a “Vendor Representative”) shall act as a Troncmaster for a Tronc System created using the Quelleez Platform;

• Each Troncmaster shall choose which Merchants and employees are to participate in the Tronc System without any input, direction, approval or other influence from the Vendor or any other Vendor Representative;

• The Troncmaster shall allocate Service Payments within the Tronc System without any input, direction, approval or other influence from the Vendor or any other Vendor Representative; and

• A Troncmaster may not permit the Vendor, any Vendor Representative or any other party to access its Quelleez Account or otherwise share details of any information or data held in such Quelleez Account with any such party.

Upon any failure to operate a Tronc System on the Quelleez Platform in accordance with the foregoing terms and conditions, Quelleez shall be authorised to suspend or terminate a User's access to the Quelleez Platform.

Failure to operate a Tron System on the Quelleez Platform in accordance with the above terms and conditions may also result in a Vendor being liable for inappropriate deduction of NIC from the relevant Service Payments. Quelleez shall not be responsible for any such actions, and each Vendor and Troncmaster indemnifies Quelleez Group against any losses associated with a failure by a Vendor or Troncmaster to comply with the terms and conditions set out above.

7. Tax Withholding

A Vendor may create a Quelleez Account for use by a Vendor Accountant. Using such account, a Vendor Accountant may (1) determine the amounts of such Service Payments and the applicable withholding taxes; and (2) transfer the amount of such withholding taxes to a Payment Processor account held by the Vendor for onward transfer to HM Revenue & Custom. Any Vendor Accountant for whom a Quelleez Account is created expressly agrees to use such Quelleez Account only for the foregoing purposes.

Quelleez grants Vendor Accountants access to the Quelleez Platform to facilitate the conduct of the activities described above. Where Vendor Accountants and Vendors use the Quelleez Platform for such activities, they alone are responsible for complying with all obligations to withhold taxes from Service Payments and no member of the Quelleez Group shall be responsible for any failure to comply with such obligations.

For further information on tax matters, please see the disclaimers set out under the heading "Tax Obligations" in Section 13 below.

8. Software and Merchandising

Quelleez implements the Quelleez Platform with Vendors in one of three ways:

• (1) Quelleez Software Installation
  Quelleez may install Quelleez Software on a Vendor's server. Following such installation, the Quelleez Software may interact with Vendor’s POS systems in order to print on each invoice a QR-Code unique to such Vendor and its Merchants permitting Customers to make Service Payments as described above. Each Vendor using POS Integration expressly agrees to the installation by Quelleez of Quelleez Software as described above and acknowledges and agrees that all intellectual property in such Quelleez Software belongs to Quelleez as described further Section 10 below.

• (2) Freestanding Device
  Quelleez may provide to the Vendor a freestanding computer device for use on the Vendor's premises. Such a device uses Quelleez Software to send signals to the Vendor's computer system and Vendor’s POS that direct the system to include a Merchant's unique QR-code on invoices. Each Vendor who receives such a device acknowledges and agrees that: (a) such device is owned by Quelleez and provided to the Vendor only for use with the Quelleez Platform; and (b) all intellectual property in any Quelleez Software installed on such device belongs to Quelleez as described further in Section 10 below.

• (3) Merchandising Methods
  Where POS Integration or use of a freestanding computer device is not possible or practical, Vendor may purchase printed materials incorporating QR-codes and other information enabling use of the Quelleez Platform. Where such methods are used, each Vendor grants Quelleez a limited license to use its copyright and trademarks solely for the purposes of producing such merchandising materials.

9. No Unlawful or Prohibited Use

You may not, without Quelleez's prior written permission, use the Quelleez Platform, the Quelleez Services or any Content (including any other User’s User Content) for purposes other than the applicable Permitted Use. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to, or attempt to use the Quelleez Platform and/or the Content to:

• "frame", "mirror" or otherwise incorporate the Quelleez Platform, the Quelleez Services or the Content or any part thereof on any commercial or non-commercial website;

• access, monitor or copy any part of the Quelleez Platform, the Quelleez Services or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without Quelleez’s express written permission;

• violate any laws;

• violate the restrictions in any robot exclusion headers on the Content or the Quelleez Platform or bypass or circumvent other measures employed to prevent or limit access to the Quelleez Services or the Quelleez Platform;

• remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the Quelleez Platform or the Content;

• modify or attempt to modify the Quelleez Platform, or any Content or User Content, including any modification for the purpose of disguising or changing any indications of the ownership or that content originates from the Quelleez Platform;

• forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Quelleez Platform or impersonate another person or organisation or misrepresent their affiliation with a person or entity;

• attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Quelleez Platform or the Quelleez Services;

• copy, reproduce, modify, translate, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the Quelleez Platform or the Content;

• license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Quelleez Platform;

• create derivative works based on the Quelleez Platform, the Quelleez Services or the Content, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Quelleez Platform, the Quelleez Services or the Content;

• use the Quelleez Platform in a manner that violates the rights (including, but not limited to contractual, intellectual property or proprietary rights) of any third party; or

• upload to or transmit through the Quelleez Platform any information, images, text, data, media or other content that is offensive, harmful, tortuous, hateful, obscene, defamatory or violates any laws or is otherwise objectionable, in each case as determined by Quelleez in its sole discretion.

10. Intellectual Property

• Content and Intellectual Property

  • Quelleez Content and Intellectual Property Rights. The Quelleez Platform and all content contained therein (excluding User Content as defined in paragraph (b) below) (the "Quelleez Content") are owned or licensed by Quelleez and protected by copyright, trademark and other intellectual property laws. Quelleez expressly reserves all rights in the Quelleez Platform and the Quelleez-Content and all materials provided by Quelleez in connection with these Terms of Service that are not specifically granted to you. You acknowledge that all right, title and interest in the Quelleez Platform, all materials provided by Quelleez in connection with these Terms of Service, including the Quelleez Content, and any update, adaptation, translation, customisation or work derivative thereof, and all intellectual property rights therein shall remain with Quelleez (or third party suppliers or licensors, if applicable), and that the Quelleez Platform and all materials provided by Quelleez hereunder, including the Quelleez Content, are licensed to you on a temporary and non-exclusive basis and not "sold" to you.

  • User Content. All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Quelleez Platform by Users ("User Content"), is the sole responsibility of such Users. This means that the User, and not members of the Quelleez Group, is entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available on the Quelleez Platform. Quelleez may monitor User Content but Quelleez does not guarantee, and does not warrant as to, the accuracy, integrity or quality of such content. Under no circumstances shall any members of the Quelleez Group be liable in any way for any User Content including for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Quelleez Platform. To the extent your User Content contains any personally identifiable information, that data is handled in accordance with the Quelleez Privacy Policy and all other User Content shall be considered non-confidential.

  • Cookies. Quelleez uses “cookies” and similar technologies such as tags and pixels on the Quelleez Platform. Cookies and such similar technologies are small data files that websites place on your computer, laptop or mobile device. Cookies are used by nearly all websites and do not harm your system. Quelleez’s Cookie Policy is available at https://Quelleez.net/privacy-policy. By using the Quelleez Platform, you agree to Quelleez’s use of cookies in accordance with the Cookie Policy.

  • User Content License to Quelleez. By submitting, posting or displaying User Content on or through the Quelleez Platform or otherwise to Quelleez, you grant the Quelleez Group, a worldwide, non-exclusive, royalty-free, perpetual, transferable, and fully sub-licensable right to use, refrain from using, remove, reproduce, modify, edit, copy, adapt, publish, translate, create derivative works from, distribute, transmit, perform display and otherwise use User Content, in whole or in part. You further grant Quelleez the right (although Quelleez does not have the obligation) to pursue at law any person or entity that violates your or Quelleez’s rights in the User Content by a breach of these Terms of Service. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit. For the avoidance of doubt, Quelleez has no obligation to post or display any User Content on the Quelleez Platform.

  • Use of Quelleez Content and User Content by other Users. You may only use Quelleez Content and other User Content (e.g., Content provided by Vendors or Customers) for the applicable Permitted Use. If you print extracts from the Quelleez Platform for your own personal, non-commercial use, you must not modify the digital or papers of such materials or use any graphics, pictures, photographs or videos separately from any accompanying text.

• Terms on Feedback/Feedback and Other User Content

  • Creating Feedback and Other User Content. Through the capabilities of the Quelleez Platform, Customers may be able to provide ratings/reviews, suggestions or other feedback ("Feedback"). Feedback is a subset of User Content. In creating and posting any Feedback (or other User Content) you represent and warrant that you shall not post or transmit to or from the Quelleez Platform any material or content which does or may:

    • Breach any applicable law;

    • Be unlawful or fraudulent;

    • Amount to unauthorised advertising;

    • Contain any defamatory, obscene or offensive material;

    • Promote violence or discrimination;

    • Infringe the intellectual property rights of another person;

    • Breach any legal duty owed to a third party (such as a duty of confidence);

    • Promote illegal activity or invade another’s privacy;

    • Give the impression that they originate from us; or

    • Be used to impersonate another person or to misrepresent your affiliation with another person.

    You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Feedback or other User Content to the Quelleez Platform.

  • Status of Feedback on the Quelleez Platform. We reserve the right to remove or edit at any time any Feedback or other User Content posted, uploaded or transmitted to the Quelleez Platform that we determine breaches the restrictions in Section 7 above or is otherwise objectionable or may expose us or any third parties to any harm or liability of any type, or for any reason. Any Feedback on the Quelleez Platform is for information purposes only and does not constitute advice from us or the opinions of anyone within the Quelleez Group. User Content may reflect the opinions of Customers who have used the Quelleez Platform and any statements, advice or opinions provided by such persons are theirs only. Accordingly, no members of the Quelleez Group assume any responsibility or liability to any person for any User Content, including without limitation any mistakes, defamation, obscenity, omissions or falsehoods that you may encounter in any such materials.

  • Public Display of Feedback. You acknowledge that Quelleez may share Customer Feedback with Vendors and Merchants at Quelleez’s discretion. By providing a rating/review you consent to our sharing of such review with Vendors and Merchants. All ratings/reviews that we receive may be moderated before we share them. We may do this to make sure that ratings/reviews fit our content guidelines.

  • Promotional Materials. Each Vendor acknowledges that Quelleez may publicise such Vendor's use of the Quelleez Platform, including on the Quelleez Websites and on Quelleez's account on social media platforms.

  • Note on Privacy. If you access any Personal Information through or in connection with the Quelleez Platform you agree that you shall treat such Personal Information in accordance with the current Quelleez Privacy Policy and you shall not collect or harvest any Personal Information, including Personal Information of other users, except as permitted by these Terms of Service.

11. Advertising and Third-Party Websites

• If you elect to have any business dealings with anyone whose products or services may be referenced or advertised on the Quelleez Platform, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that no member of the Quelleez Group shall have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.

• The Quelleez Platform may provide links to third party websites and such links are provided solely for your convenience. If you use these links, you leave the Quelleez Platform. We have not reviewed and do not control any of these third-party websites (and are not responsible for these websites or their content or availability). Quelleez does not endorse these sites, their content, or the results of the use of such sites or content, and Quelleez is not liable for their content, functions, or any malfunctions caused by, or malicious code emanating from, these sites. If you decide to access any of the third-party websites linked to the Quelleez Platform, you do so entirely at your own risk.

• Quelleez reserves the right to prohibit or require you to remove any link to the Quelleez Platform, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.

12. Availability and Updates

• Quelleez may alter, suspend, or discontinue the Quelleez Platform or Service at any time and for any reason or no reason, without notice. The Quelleez Platform or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Quelleez may periodically add or update the Quelleez-Content and any other materials on this the Quelleez Platform without notice.

• While we try to ensure the Quelleez Platform is normally available twenty-four (24) hours a day, we do not undertake any obligation to do so, and no members of the Quelleez Group shall be liable to you if the Quelleez Platform is unavailable at any time or for any period.

• Quelleez may upgrade or alter the Quelleez Platform (including the Quelleez App) at any time.

13. Disclaimers

• Content: While we try to ensure that information on the Quelleez Platform is correct, we do not promise it is accurate or complete. Quelleez may make changes to the Quelleez-Content and any other material on the Quelleez Platform, at any time without notice. The Quelleez-Content and any other material on the Quelleez Platform may be out of date, and we make no commitment to update that material.

• Merchant actions and omissions: The legal contract for the supply and purchase of Goods and Services is between the Customer and the Merchant. Quelleez has no control over the actions or omissions of any Merchants or Vendors and is not liable for any act or omission or otherwise for the performance of Merchants and Vendors.

  The foregoing disclaimers do not affect Customer’s statutory rights against any Merchant or Vendor.

• Service Disclaimers

  • Viruses. The downloading and viewing of the Quelleez Platform or the Quelleez-Content and any other material is done at your own risk. Quelleez cannot and does not guarantee or warrant that the Quelleez Platform or the Quelleez Content and any other material, which can be viewed via the Quelleez Platform, are compatible with your computer system or your mobile device or any associated operating systems or software. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Quelleez Platform (including the Quelleez App and the Quelleez Content).

  • Communications Not Confidential. Quelleez does not guarantee the confidentiality of any communications made by you through the Quelleez Platform. Although Quelleez generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Quelleez Platform, you understand, agree and acknowledge that Quelleez cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Quelleez Platform.

  • Tax Obligations. Quelleez makes no representation as to the treatment for tax purposes of any Service Payment made or received via the Quelleez Platform. Each Merchant that is self-employed (i.e., not an employee of the Vendor) agrees that he or she alone is responsible for reporting to the relevant tax authorities any income he or she receives from Services Payments. Each Vendor undertakes that it alone is responsible for any required reporting and deductions in respect of tax in relation to all Merchants that it employs. Quelleez does not undertake to conduct any such reporting on behalf of any Vendors or Merchant; provided, however, that Quelleez may, when required by applicable law, report certain information regarding Service Payments made and received via the Quelleez Platform to tax authorities and other regulators and authorities. For tax purposes, applicable law may require Quelleez to keep basic information about our Users (including contact and identity details and financial and transaction data) for up to six (6) years after they stop being Users.

14. No Implied Warranties; Limitations of Liability.

• No Implied Warranties. The Quelleez Services, the Quelleez Platform and the Content are provided "as is" without warranty or condition of any kind. Quelleez disclaims all warranties, representations and conditions of any kind with respect to the Quelleez Services, Quelleez Platform and the Content whether express, implied, statutory or collateral, including, without limitation, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement or that the Quelleez Services, the Quelleez Platform or the content are or shall be error-free or shall operate without interruption.

• Exclusion of Indirect Damages. In no event shall Quelleez or any member of the Quelleez Group be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including, without limitation, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of revenue, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities), whether or not Quelleez is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the Quelleez Services, the Quelleez Platform or the Quelleez Content.

• No Responsibility for Customers, Merchants and Vendors. Customers, Merchants and Vendors using the Quelleez Platform are independent persons or organisations and not representatives, agents or employees of Quelleez. Quelleez is therefore not liable for the acts, errors, omissions, representations, warranties, contractual breaches or negligence of any Customer, Merchant or Vendor or for any personal injury, death, property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever for the Goods and Services offered by Customers, Merchants or Vendors.

• Limitation of Liability. To the extent that the foregoing limitations do not apply, in no event shall the total aggregate liability of the Quelleez Group to any User in connection with or under these terms of service, including in connection with your use of, or inability to make use of, the Quelleez Services, the Quelleez Platform or the content exceed GBP 100 (one hundred pounds). For greater certainty, the existence of one or more claims under these terms of service shall not increase the maximum liability amount.

• Additional Costs: You assume full and sole responsibility for any additional and/or associated costs that you may incur in connection with or as a result of your use of the Quelleez Platform, including, without limitation, costs relating to the servicing, repair or adaptation of any equipment, software or data that you may own, lease, license or otherwise use.

The limitations above reflect a fair allocation of risk but for which Quelleez would not make the Quelleez Platform and/or Quelleez Services available to users. The limitations specified in this section shall survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose or is found invalid by any competent court.

15. Indemnification

You agree to defend, indemnify and hold harmless the Quelleez Group, its licensors and their directors, officers, agents, contractors, partners, representatives and employees from and against any threatened or actual claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal fees, incurred in connection with or as a result of your:

• breach of these Terms of Service or any documents referenced herein;
• violation of any law or the rights of a third party (including, without limitation, intellectual property rights); or
• breach of or failure to perform in respect of any transactions made by you or by any third party acting on your behalf or with your permission.

Quelleez reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by Quelleez.

16. Governing Law and Dispute Resolution

• Governing Law. These Terms of Service shall be governed by the laws of Germany. These laws apply to your access to or use of the, the Quelleez Platform, the Quelleez Services and the Content, notwithstanding your domicile, residency or physical location. The Quelleez Platform, the Quelleez Services and the Content are intended for use only in jurisdictions where they may lawfully be offered for use.

• Dispute Resolution Process.

  • Except to the extent restricted by applicable law, if there is any dispute or controversy between (1) you and (2) Quelleez or any members of the Quelleez Group, including any dispute or controversy arising out of or relating to these Terms of Service, the Quelleez Platform or Quelleez Services, any interactions or transactions between (1) you and (2) Quelleez or any members of the Quelleez Group, or in respect of any legal relationship associated with or derived from these Terms of Service, including the validity, existence, breach, termination, construction or application, or the rights, duties or obligations of you or us, (each, a "Dispute"), the disputing person shall serve notice on the other person and each you and us must use good faith efforts to resolve the Dispute informally, outside courts. You are free to take legal action at any time before the competent courts.

  • If a Dispute is not resolved after twenty (20) business days of a person serving notice on the other party that there is a Dispute, you and we agree that the Dispute shall be finally resolved by confidential arbitration. The German language shall be used throughout the arbitral proceedings.

  • You and we agree that you and we shall resolve any Dispute on an individual basis. Any claim you may have must be brought individually, in your individual capacity and not as a representative plaintiff or class member, and you shall not join such claim with claims of any other person or entity, or bring, join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against any members of the Quelleez Group.

  • Nothing in this Section shall prohibit us from seeking interim measures from a court, including preliminary or injunctive relief of breach of you of any intellectual property rights.

17. Miscellaneous

• Interpretation. Unless the context clearly requires otherwise: (1) references to the plural include the singular, the singular the plural, the part the whole; (2) references to any gender include all genders; (3) “including” has the inclusive meaning frequently identified with the phrase “but not limited to”; and (4) references to “hereunder” or “herein” relate to these Terms of Service. The section headings in these Terms of Service are for reference and convenience only and shall not be considered in the interpretation of these Terms of Service.

• Entire Agreement. These Terms of Service, the Quelleez Privacy Policy and any documents incorporated by reference herein, together with any additional written agreements entered into between you and Quelleez, constitute the entire agreement between Quelleez and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Quelleez with respect to the subject matter of these Terms of Service.

• Notices. Quelleez may, in its sole discretion, provide any notices to you in connection with these Terms of Service through the Quelleez Platform or by email at the then-current email address for you on file with Quelleez. Quelleez may be contacted in writing at:

• Quelleez
  Elbestraße 35
  12045 Berlin
  Germany

• Email address: info@quelleez.com

Quelleez may change its notice contact information from time to time by posting updated contact details on the Quelleez Platform.

• No Waiver. Quelleez's failure to insist upon or enforce strict performance of any provision of these Terms of Service shall not be construed as a waiver of any provisions or right.

• Force Majeure. Quelleez shall not be liable to you for any failure of or delay in the performance of its obligations under these Terms of Service for the period that such failure or delay is due to causes beyond Quelleez's reasonable control, including but not limited to acts of God, power outages, internet non-connectivity, war, strikes or labour disputes, embargoes, government orders, pandemics or any other force majeure event.

• Severability. If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Service shall remain in effect.

• Order of Precedence. If any of the provisions contained in these Terms of Service conflict with the terms of another agreement between you and us, then these Terms of Service shall prevail; provided, however, that for Vendors registered on the Quelleez Platform, the terms applicable to any separate agreement entered into between Quelleez and any Vendor shall govern such Vendor’s relationship with Quelleez in connection with such Vendor’s use of the Quelleez Platform.

• Assignment. You may not transfer any of your rights or obligations under these Terms of Service without our prior written consent. We may transfer any of our rights or obligations under these Terms of Service without your prior written consent to any of our affiliates or any business that we enter into a joint venture with, purchase or are sold to.