I. GENERAL PROVISIONS
Expressions in the General Terms and Conditions have the following meaning:
- Acenta is the company Acenta d.o.o., Kranjska cesta 4, Slovenia; Registration Number: 2079968000, Tax ID Number: SI97997404.
- The Qwilink Application (hereinafter Qwilink) is a computer system with associated hardware and software – with which Acenta provides services according to these General Terms and Conditions. Qwilink is an application exclusively owned by Acenta.
- General Terms and Conditions are respective valid General Terms and Conditions for the use of Qwilink (hereinafter GT).
- The User is a person using Qwilink, either as a Retailer or an Authorized user.
- The Retailer is a neutral person or legal entity using Qwilink, who accepted these General Terms and Conditions and logged into Qwilink as a user. This is a person, who manages a website via Qwilink, adds/edits products and/or services, updates and special offers, and sells his own products and/or services.
- An Authorized user is any person, authorized by the Retailer, to manage the Qwilink account. An authorized user can be the Account administrator and/or Content editor.
- The User fee is a monthly compensation paid by the Retailer to Acenta in accordance with the GT for using Qwilink.
- The Form refers to the form for creating a Qwilink account. It is accessible via the Qwilink homepage. The entry code is represented by parameters required for a successful log-on to Qwilink. This concept combines an e-mail address and a password for entering the admin interface.
- The holder of the entry code is a neutral person using Qwilink as a User. If this is a legal entity, the holder of the entry code is the neutral person, who has been authorized to use Qwilink by the legal entity. It is considered that the statutory representative of the legal entity is also the User.
- Qwilink’s homepage is https://www.qwilink.com.
The GT determine the terms and conditions for using Qwilink and the rights and duties of the User. The GT regulate the contractual relationship between Acenta and the Retailer – for whom Acenta is performing services relating to the use of Qwilink – and determine mutual rights and duties arising from this relationship. The GT also determine mutual rights and duties between Acenta and the Authorized user. By using the Qwilink application the Retailer and/or the Authorized user fully agree with the General Terms and Conditions.
II. DESCRIPTION OF THE QWILINK ONLINE SERVICES
Qwilink allows the User to quickly create marketing campaigns and publish his products and/or services on multiple web channels simultaneously. Using a Qwilink account, the User can create and manage the content of his own website via an online catalogue of products and/or services, various social media networks, online marketplaces and others.
The admin interface is available to the User via the Qwilink homepage or through URL address app.qwilink.com. The respective valid list of all Qwilink functionalities with its full descriptions is published on the Qwilink homepage. Acenta will constantly develop and upgrade Qwilink with new functionalities, which will be added regularly to the list mentioned above. Every new functionality will generally be available to all Users. At any time, Acenta can terminate any of the Qwilink functionalities available to the User free of charge, without any prior notice or compensation for the User.
Acenta can also offer the Retailer subsidiary Premium services described on the Qwilink homepage if the Retailer wishes to have them. Acenta is obligated to implement these subsidiary services in a professional, meticulous, quality-based manner with due care and diligence and in the most cost-effective way.
Subsidiary Premium services are provided based on a written order from the Retailer sent via contact form on Qwilink page, e-mail or regular post to the contact address of Acenta. Based on the order Acenta issues the Retailer a written offer for the implementation of subsidiary services with the specification of services and prices.
The Retailer has to pay Acenta an adequate additional sum along with the User fee for the implementation of subsidiary services in accordance with the respective valid Price list of Acenta.
In agreement with the Retailer and in return for payment Acenta can also perform developmental and upgrade services for Qwilink’s existing functionalities. By accepting the GT during the process of creating his website, the Retailer explicitly agrees that the newly developed and upgraded functionalities from the previous paragraph, remain in exclusive ownership of Acenta – who can freely offer them up for use to other Users without any compensation to the Retailer.
Each Qwilink User has to simultaneously fulfil the following conditions:
- that at the time of concluding the cooperation for using Qwilink he has listed truthful data;
- that he has accepted the GT prior to using Qwilink;
- that in the time of completing the Form he was at least 18 years old – if this was a neutral person; or if this is a legal entity: that he is the Statutory representative of a legal entity and that he has been authorized by a legal entity to use Qwilink;
- that he operates appropriately with the entry code.
Additionally to the conditions from Paragraph 1, the Retailer also has to fulfil the condition that he will regularly settle all payments towards Acenta.
Moreover, the Authorized User for Qwilink also has to fulfil the condition, that he/she has the authorization from the Retailer for managing the Qwilink account.
The User is able to use Qwilink when the password for entering the admin interface is issued to him and he is then subjected to the rules established in the instructions for using the service, instructions from Acenta’s technical staff, and general good business practice for using a web service.
The User has to protect the entry code with the care of a good keeper – by preventing the entry code to fall into the hands of third persons.
The User cannot transfer the entry code onto a third person, except onto the Authorized User.
All dangers – directly or indirectly connected with abuse, forgetting, loss or theft of the entry code or parts of it – are borne solely by the User.
Acenta will automatically and temporarily disable the use of Qwilink to the User, in the shortest time possible and no later than in 24 hours, in the following cases:
- if entry into Qwilink was attempted 10 times in a row with a wrong password for entering the admin interface;
- if abuse, forgetting, loss, theft or unauthorized access to the password for entering the admin interface has been reported;
- if reasons for suspicion about possible abuse or unauthorized access to Qwilink exist.
After the cancellation of the temporary cessation, Acenta can issue a new password for entering the admin interface to the User, for further use of Qwilink.
The use of Qwilink which is not in compliance with the GT, the instructions for the system use, the instructions of the Acenta technical staff, and the general good business practice for system use, is seen as system abuse and is strictly forbidden.
Especially the following is seen as system abuse:
- hacking into Qwilink or the attempt of hacking into it;
- causing damage or attempting to cause damage on the websites made using Qwilink or in Qwilink;
- reading Qwilink system files, even if these are accessible;
- causing damage or attempting to cause damage to Users or Acenta;
- suspicion of fraud or other illegal activity;
- using Qwilink for a purpose other than that set in the GT (for example for leasing websites onto third persons, etc.);
- publishing content which contradicts the European Union regulations and generally accepted moral grounds in society;
- publishing violent, slanderous, obscene, pornographic, offensive or in any other way publicly disputable content;
- publishing or installing content intended for illegal destruction or hacking of other systems (for example a virus, rootkit, exploit, etc.);
- publishing or installing content intended for any other activity, which is in contradiction to the purpose of Qwilink (for example various irc robots, warez, etc.);
- publishing or installing content which could in any way harm the good name and/or the financial stability of Acenta;
- sending SPAM and mass advertisements which include the e-mail or domain containing the word “Acenta” or “Qwilink” in the subject line, the body of the message or in the attachment, or if any of these words are included in the text in the subject or body of the message or in the attachment.
IV. REGULATION OF MUTUAL RELATIONSHIPS BETWEEN THE USER AND ACENTA
Mutual relationships between Acenta and the User concerning the operation via Qwilink are settled directly with the GT. In accordance with the GT Acenta is committed to enable the Retailer the use of Qwilink; and the Retailer is obliged to pay a User fee to Acenta for using these services. The contract on the use of Qwilink in the sense of the provision of this paragraph is concluded in the moment when the Retailer and Acenta agree on the cooperation.
Mutual relationships from the previous paragraph are determined and regulated for an indefinite period of time and come into force in every individual case with the moment when GT is accepted.
Technical support via e-mail firstname.lastname@example.org is available to the Qwilink Users. Acenta will only consider requests for support sent to email@example.com from the e-mail address of the User provided in the Form as the contact address.
Acenta will provide technical support during weekdays between 8.00 and 16.00, whereby claims for support will be considered in the order as they were received. Acenta will strive to solve the claims within a reasonable time period, whereby the company is not obligated to solve the claims completely, but merely to the extent which enables further use of Qwilink.
Acenta reserves the right to perform planned and unplanned technical maintenance interventions on Qwilink, which will generally be performed between 0.00 and 06.00 in the morning or on Saturdays, work-free days, and holidays.
Acenta will only inform the User about planned and unplanned interventions mentioned in the previous paragraph if the scheduled interruption is longer than 15 minutes. Informing from the previous sentence is performed through the homepage or via the e-mail addresses stated in the Forms or notices on the dashboard within the admin interface, at least one day prior to the planned intervention or, in the case of an unplanned intervention, as soon as possible.
The User has to consider the regulations regarding copyright protection and related rights when setting up, managing, and editing the contents of campaigns and posts created with Qwilink. The User has to constantly ensure that the published materials and the materials, supporting the subsidiary functionalities of campaigns, are free of copyright protection, are given to general use for everyone and that the copyright holders that are cooperating/have cooperated/will cooperate in the set-up, management and editing of the content, agree with the transfer and use of their copyrights to the Retailer in the extent suitable for their intent.
It is not permitted to publish and/or save copyright protected or unauthorized materials and content, owned by protected trademarks and/or service brands, or patented for content made with Qwilink.
The Retailer is responsible for the content and its safety published with Qwilink, product catalogue, online marketplaces, social media networks, online store and other connected channels. If the Retailer is going to use any permitted scripts and programs via Qwilink that are not owned by Acenta, he is fully responsible for their correct operation and update. Acenta reserves the right to review the content of the Retailer’s websites in Qwilink and has the right to remove any content which is contradictory to the GT.
V. ACCOUNT FOR SERVICES
Using Qwilink is free of charge for 14 days from the first log-in to Qwilink. After the first publication, that is, after the expiry of the 14 days, Acenta charges the Retailer a compensation in the form of the User fee + VAT for using Qwilink. The User fee is charged for the first time for that month, in which the 14 day period expired, and is then charged for every following moths, until the cancellation of service.
The User fee is divided into a monthly, semiannual or annual amount and depends on the modules used by the Retailer. The monthly User fee is set with the respective Qwilink price list available at the Qwilink homepage. Acenta can conclude an individual agreement with the Retailer regarding the rate or calculation of the User fee which is not bound to the Qwilink price list.
User fee is charged in the current month for the next month.
Implementing subsidiary Premium services is not included in the User fee and it is charged separately in accordance with the respective price list of Acenta.
The Retailer has to settle his monthly obligation for the User fee with a bank card payment or with other payments available in Qwilink. Available payment options can differ with the location of the user. User will receive a copy of the receive to his email after the payment is successful.
Acenta reserves the right to unilaterally change the amount of the User fee and/or the extent of the services, the use of which is covered by paying the User fee. Changes come into effect with the next accounting period.
In the event of changes mentioned in the previous paragraph Acenta is obligated to inform the Retailer about this at least 15 days before these changes come into effect by sending an e-mail to the e-mail address listed in the Form.
The Retailer who does not agree with the changes from Paragraph 1 of this Article, has to terminate the use of Qwilink services within eight days from the day Acenta sent the notice about the change mentioned in the previous paragraph. Otherwise it is considered that the Retailer accepts these changes after this deadline expires and there is no contrary evidence allowed.
Acenta issues all receipts solely in electronic form and sends them to the Retailer’s e-mail address listed in the Form. These types of receipts issued by Acenta are valid with the facsimile of a signature from an authorized person of Acenta or signed with a verified digital certificate.
By completing the Form the Users allow and authorize Acenta to collect, manage, process, and store their data arising from the use of Qwilink in accordance with the valid legislation. Rights and obligations of both parties are described in more details in the Personal data protection policy.
VII. REFERENCE MARK AND SALES PROMOTION
By accepting the GT in the process of creating their Qwilink account the Retailers explicitly agree:
- That Acenta may mark their websites with the service brand Qwilink (“Powered by Acenta” or similar), which can also include the hyperlink to Qwilink’s homepage. Removing this hyperlink is subject of each individual agreement between the Retailer and Acenta, except when the Retailer uses one of the design templates that are free of charge.
- That Acenta may list the Retailer and its online store, the Retailer’s logo and the logo of the Retailer’s online store with a link to the Retailer’s website and their online store, and other websites of the Retailer, on Acenta’s website, the Qwilink website, in Acenta’s presentation folder, and other promotional and marketing material as reference at all time during the business cooperation between Acenta and the Retailer – except if Acenta and the Retailer have an explicit written agreement which states otherwise.
- That Acenta may use the data entered in the Qwilink system by the Retailer about products and/or services to compose a data collection that Acenta can offer to new Retailers as part of the Qwilink services.
- That Acenta may implement all activities permitted to stimulate sales of their products and/or services in Qwilink and elsewhere online, in the media of mobile telephony, using web applications and mobile applications, and new – currently not yet invented – internet marketing platforms and marketing platforms for mobile phones; for stimulating sales Acenta is especially permitted to:
- use the data on products and/or services entered by the Retailer;
- use data on handling information from the previous bullet; such as searching through the products and/or services made by Buyers;
- display analytical data;
- distribute catalogues of products and/or services via internet, social, and mobile networks, or through other websites and web services such as Facebook, Twitter, etc.
Acenta will not charge the Retailer any additional payment apart from User fee for implementing services to stimulate sales mentioned in paragraph one of this article. If such additional payment should become necessary – if third parties charge services – Acenta will implement this type of payable sales stimulation only with the Retailer’s preliminary agreement on the amount of the additional payment. The Retailer is not entitled to any compensation or other benefits for agreeing to paragraph one of this article.
Regardless of the provision from paragraph one of this article, Acenta and the Retailer can have an explicit written agreement about these questions that states otherwise.
VIII. ACENTA’S RESPONSIBILITY
With due care and diligence Acenta strives for quality services and flawless and undisturbed functioning of Qwilink, but it cannot ensure that the Qwilink services will constantly function safely, continuously, without flaws and data loss. Acenta will constantly improve Qwilink, also via regular communication with the Users and by considering their response and acquired feedback.
Connection to the web-based network and services of internet access providers are not subject of services offered by Acenta within Qwilink. Acenta therefore assumes no responsibility for disturbances or interruptions on the telecommunication network, for mistakes arising in data transfer via telecommunication networks, for disabled access to Qwilink services or for consequences that occur due to these disturbances, interruptions and failures.
The Users, the Buyers or third persons cannot hold Acenta liable for direct or indirect damages, loss of income, loss of profit, loss or degradation of a good name and other costs arising from their use or inability to use Qwilink; Acenta’s responsibility is especially excluded for:
- data loss;
- incorrectly delivered or undelivered data;
- accidentally or randomly imprinting, deleting or excluding data;
- flaws in program tools;
- unauthorized use of the admin and editing interface;
- all cases of system abuse;
- delay in the operation start due to a rejection to use Qwilink;
- extended response time;
- security, quality, adequacy, reliability or legality of any product and/or service offered and/or marketed via Qwilink;
- adequacy and correctness of descriptions, pictures, offers, prices and other data connected with products and/or services offered and/or marketed via Qwilink;
- events it cannot influence or control (force majeure such as earthquake, fire, flood, war state, mass demonstrations, extreme weather conditions, power failure, etc.).
IX. RETAILER’S RESPONSIBILTY
The Retailer states, ensures, and vouches to Acenta:
- that he fulfills all the conditions for using Qwilink in accordance with the GT and that he will abide the GT during the whole period of using Qwilink;
- that he fulfills all conditions for legally valid online sale and/or marketing and for operating in this form of offering products and/or services, especially that he has registered the activity of a store for online sale, that is, that he has acquired all permits required for performing this type of activity and that he has all the necessary permits and rights to operate in all countries, in which he will offer the online purchase of products and/or services;
- that the data provided in the Form for creating a Qwilink account is accurate, complete, up-to-date at all time; and that he is the only one who is operating with and has direct access to the contact e-mail;
- that the Form for creating the Qwilink account was filed in good faith for legitimate purposes and that it does not interfere in any rights of third persons;
- that he introduces content and sets-up websites and online sales and/or marketing and thereby does not break any third party rights or valid regulations and respects the ban for discrimination according to race, sex, language, religion, politics, sexual orientation or any other personal circumstance;
- not to set-up websites or online sales and/or marketing in bad faith or for illegal activity;
- that websites and contents in Qwilink are not in conflict with the law, public order and morals, and that they do not interfere with constitutional or legal rights of third persons, including the rights to intellectual property;
The Retailer assumes all responsibility for the handling of every person he authorizes via Qwilink to manage and/or create content (Authorized user).
The Retailer is fully responsible for regularly paying his tax obligations arising from operating via Qwilink.
If the Retailer does not respect the liabilities, statements, insurances, and guaranties from this article then Acenta – at their own initiative – has the right to permanently stop the use of Qwilink for the Retailer.
The Retailer is obligated to protect all data he has acquired during the implementation of activities according to the GT and that pertain to Acenta as a business secret and see that none of the information, documents or any other documentation will fall in the hands of unauthorized persons. The Retailer has the duty to protect the business secret for an unlimited time-period – even after the cessation of the relationship according to the GT.
The Retailer will not implicate Acenta, their owners, legal or authorized representatives, employees, colleagues, partners and agents into any compensation or other legal proceedings due to indirect or direct damages that occurred to the User, Buyer or third person as a consequence of a disagreement, use or incorrect use of Qwilink, transaction or agreement with any of the above stated persons. Otherwise the Retailer is obliged to cover all Acenta’s court costs and fees of legal representatives.
If the Retailer acts in contradiction to the provisions of this article, Acenta holds him liable for damages relating to this matter.
X. TERMINATION OF MUTUAL RELATIONSHIPS BETWEEN THE USER AND ACENTA
At any time the Retailer can terminate the use of Qwilink by sending a written statement to Acenta. Prior to issuing the mentioned statement the Retailer must settle all costs with Acenta pertaining to the Retailer’s use of Qwilink.
The same goes for the Authorized user.
In cases from the previous two paragraphs the relationships between the User and Acenta automatically cease to be valid on the day Acenta permanently stops the User’s ability to use Qwilink.
In the following cases Acenta can permanently stop the User from utilizing Qwilink without any prior written notice, without a notice period and without any special explanation:
- due to death, loss of legal capacity or cessation of the User;
- if the User does not comply with the GT even after he receives a written warning;
- if the User does not operate fairly and in line with the law;
- if it has been determined that the User abused the system, and
- in other cases when this is necessary due to safety and protection of Qwilink.
If Acenta – in accordance with the previous paragraph – permanently terminates the use of Qwilink for the Retailer, simultaneously the use of Qwilink for all Authorized users given power by the Retailer is also automatically and permanently terminated.
On the day of the permanent termination of using Qwilink the User’s access to Qwilink is also disabled and blocked.
Acenta may terminate Qwilink in writing:
- without listing reasons for the termination and with a notice period of 6 months, if this termination is an intern business decision before the expiration of the User’s first year using Qwilink;
- without listing reasons for the termination with a notice period of 3 months, if this termination is an intern business decision after the expiration of the User’s first year using Qwilink;
The notice period starts one day after the written termination is presented to the counterparty. During the notice period, Acenta is obligated to provide proper functioning of services to the User.
Before the termination of the relationship between the Retailer and Acenta:
- the Retailer must settle all obligations towards Acenta, which are due up until the date of the termination.
XI. CHANGES TO GENERAL TERMS AND CONDITIONS
In the event of changes to the regulations managing the operation of websites, online stores, social media, business programs, data protection and other areas connected to the operation of Qwilink, and in the case of changes to their own business ethics regarding the operation of Qwilink, Acenta can change and/or complete the GT – whereby the company will respectively inform the User on these changes in a reasonable manner. Informing via Qwilink’s website or the e-mail address listed in the Form, via notices on the dashboard within the admin interface are all seen as a reasonable manner mentioned in the previous sentence. Respective changes and/or modifications to the GT come into force and use with the expiry of the eight day period from the day the changes and/or modification have been published on the homepage. If the change and/or modification to the GT is necessary for coordination with regulation, these changes and/or modifications can exceptionally come into force and use in a shorter time period.
The User who does not agree with the changes and/or modifications to the GT, has to terminate the use of Qwilink within eight days from the day the notice on the change and/or modification to the GT has been published. Otherwise it is considered that the User accepts these changes and/or modifications to the GT after the expiry of this deadline – and any contradictory evidence is not admissible.
Acenta will also inform the User, on a regular basis, via notices on the Qwilink website on other news about the operation with Qwilink.
XII. PRELIMINARY AND FINAL PROVISIONS
Acenta enables full functionality and normal operation of Qwilink only for individual COMPLETE versions of the web service, and not for BETA versions. Acenta publishes whether an individual version, available to the Users, is COMPLETE or BETA on the Qwilink homepage.
Until an individual Qwilink version is in BETA mode the User can use it exclusively at his own risk and any liability of Acenta for normal operation of Qwilink is excluded; Acenta’s responsibility is especially excluded for:
- complete operation of every individual functionality and/or several functionalities in mutual relationships;
- stable operation of Qwilink;
- program/system failures and bugs;
- not abiding by the rules on mutually informing and providing notices.
Slovenian Substantial and Procedural Law is valid and used for the GT and all disputes between Acenta and the User, whereby Rules of International Private Law that would discourage the use of any other law are not used.
All mutual communication between Acenta and the User is made in the language the GT are written or in English.
Acenta and the User will consensually resolve all disputes arising from mutual relationships according to the GT. If a consensual solution of the dispute will not be reached the court having territorial jurisdiction and jurisdiction related to the subject matter is responsible for resolving all disputes between Acenta and the User.
As participants in electronic operation Acenta and the User mutually acknowledge the validity of e-mails in a court of law.
The provisions of the Code of Obligation, the Electronic Communications Act, the Personal Data Protection Act and the Consumer Protection Act are reasonably used for all relationships, rights and obligations that are not regulated by the GT.
The GT come into force and use with the expiry of the eight days appointed from the day they were published on the homepage. The GT are available to anyone interested in electronic form at the following website: https://www.qwilink.com/en/terms-qwilink/.
The GT were adopted in Radovljica, Slovenia, on July 1st 2018 by the Director of Acenta d.o.o., Kranjska cesta 4, Radovljica, Slovenia.
Last change to GT: July 1th 2018