QS Partner Discovery Terms

‍Last Updated: 7th October 2026

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1.      Interpretation

The definitions in this clause apply inthese QS Partner Discovery Terms. Other defined terms shall have the meaningascribed to them in the QS General Terms and Conditions.

Authorised Users: those employees, agents and independent contractors of the Customerwho are authorised by the Customer to use the QS Partner Discovery Services.

Business Day: a day other than a Saturday, Sunday or public holiday in Englandwhen banks in London are open for business.

Commencement Date: the commencement date of the QS Partner Discovery Services, asspecified in the Order.

Connection: meansan introduction, match, communication or other connection made betweenAuthorised Users and Platform Members through the QS Partner DiscoveryServices.

Customer: asdesignated within the Order.

Customer Data: the data inputted by the Customer, Authorised Users, or QS on theCustomer’s behalf for the purpose of using the QS Partner Discovery Services orfacilitating the Customer’s use of the QS Partner Discovery Services.

Fees: theFees payable by the Customer to QS for the QS Partner Discovery Services, asset out in the Order.

Initial Subscription Term: the initial term as set out in the Order.

Normal Business Hours: 9.00 am to 5.00 pm Central European Time (CET), each Business Day.

Order: theorder agreed by the Parties which specifies the QS Partner Discovery Services,Fees, Commencement Date and Initial Subscription Term.

Platform Members: any person, business, company, partnership, organisation or otherentity that has access to, is registered on, maintains a presence on, or otherwiseparticipates in the Software.

QS: the QScompany designated in the Order.

Renewal Period: the period described in clause 10.1.

QS Partner Discovery Services: the services provided by QS to the Customer under this Agreement asmore particularly described in the Order.

Software:the online software applications provided by QS as part of the QS PartnerDiscovery Services.

Subscription Term: has the meaning given in clause 10.1 (being the InitialSubscription Term together with any subsequent Renewal Periods).

Third Party Network: any network, database or registry owned or operated by a thirdparty other than QS or the Customer.

Virus: anythingor device (including any software, code, file or programme) which may: prevent,impair or otherwise adversely affect the operation of any computer software,hardware or network, any telecommunications service, equipment or network orany other service or device; prevent, impair or otherwise adversely affectaccess to or the operation of any programme or data, including the reliabilityof any programme or data (whether by re-arranging, altering or erasing theprogramme or data in whole or part or otherwise); or adversely affect the userexperience, including worms, trojan horses, viruses and other similar things ordevices.

Vulnerability: a weakness in the computational logic (for example, code) found insoftware and hardware components that when exploited, results in a negativeimpact to the confidentiality, integrity, or availability, and the termVulnerabilities shall be construed accordingly.

 

2.      Purpose of the Software

2.1     the Software is designed toenable Platform Members and their Authorised Users to:

a)     create and maintainprofessional or business profiles;

b)    discover other Platform Members;

c)     receive suggested or potentialconnections;

d)    communicate with other PlatformMembers;

e)     explore commercial,educational, research or partnership opportunities; and

2.2     Unless QS expressly agreeotherwise in writing, our role is limited to providing the Software andfacilitating connections between Platform Members.

2.3     QS is not a party to anycontract, project, transaction, partnership, joint venture or other commercialarrangements subsequently entered into between Platform Members using orfollowing a connection made through the Software.

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3.     Use of the QS PartnerDiscovery Services by Authorised Users

3.1     Subject to the Customer payingthe Fees and complying with these terms, QS hereby grants to the Customer anon-exclusive, non-transferable right, without the right to grant sublicences,to permit the Authorised Users to use the QS Partner Discovery Services duringthe Subscription Term solely for the Customer’s internal business operations.

3.2     In relation to the AuthorisedUsers, the Customer undertakes that:

a)     the maximum number ofAuthorised Users that it authorises to access and use the QS Partner DiscoveryServices shall not exceed the number specified in the Order;

b)    it will not allow or suffer anylogin to be used by more than one individual Authorised User unless it has beenreassigned in its entirety to another individual Authorised User, in which casethe prior Authorised User shall no longer have any right to access or use theQS Partner Discovery Services;

c)     each Authorised User shall keepa secure password for their use of the QS Partner Discovery Services, that suchpassword shall be changed regularly and that each Authorised User shall keeptheir password confidential;

d)    if the Customer has underpaidFees to QS, then without prejudice to QS’s other rights, the Customer shall payto QS an amount equal to such underpayment as calculated in accordance with theprices set out in the Order.

3.3     The Customer shall not access,store, distribute or transmit any Viruses, or any material during the course ofits use of the QS Partner Discovery Services that:

a)     is unlawful, harmful,threatening, defamatory, obscene, infringing, harassing or racially orethnically offensive;

b)    facilitates illegal activity;

c)     depicts sexually explicitimages;

d)    promotes unlawful violence;

e)     is discriminatory based onrace, gender, colour, religious belief, sexual orientation, disability; or

f)       is otherwise illegal or causesdamage or injury to any person or property; and QS reserves the right, withoutliability or prejudice to its other rights to the Customer, to disable theCustomer’s access to any material that breaches the provisions of this clause.

3.4  The Customer shallnot:

a)     except as may be allowed by anyapplicable law which is incapable of exclusion by agreement between the partiesand except to the extent expressly permitted under this agreement:

                               i)           attempt to copy, modify,duplicate, create derivative works from, frame, mirror, republish, download,display, transmit, or distribute all or any portion of the Software (asapplicable) in any form or media or by any means; or

                             ii)           attempt to de-compile, reversecompile, disassemble, reverse engineer or otherwise reduce to human-perceivableform all or any part of the Software; or

b) access all orany part of the QS Partner Discovery Services in order to build a product orservice which competes with the QS Partner Discovery Services; or

c) license,sell, rent, lease, transfer, assign, distribute, display, disclose, orotherwise commercially exploit, or otherwise make the QS Partner DiscoveryServices available to any third party except the Authorised Users, or

d) attempt toobtain, or assist third parties in obtaining, access to the QS PartnerDiscovery Services, other than as provided under this clause 3.

e) introduce orpermit the introduction of any Virus or Vulnerability into QS’s network andinformation systems.

3.5  The Customer shalluse all reasonable endeavours to prevent any unauthorised access to, or use of,the QS Partner Discovery Services and, in the event of any such unauthorisedaccess or use, promptly notify QS.

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4.     QS Partner DiscoveryServices

4.1 QS shall, during the Subscription Term,provide the QS Partner Discovery Services to the Customer on and subject to theterms of this agreement.

4.2 QS shall use commercially reasonableendeavours to make the QS Partner Discovery Services available, except for:

a) plannedmaintenance which shall be carried out outside Normal Business Hours; and

b) unscheduledmaintenance, provided that QS has used reasonable endeavours to give theCustomer notice in advance.

4.3 QS will, as part of the QS PartnerDiscovery Services and in consideration of the maintenance and support fees setout in the Order, provide the Customer with QS’s standard customer supportservices during Normal Business Hours in accordance with QS’s Support ServicesPolicy in effect at the time that the QS Partner Discovery Services areprovided. QS may amend the Support Services Policy in its sole and absolutediscretion from time to time.

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5.      Data protection

5.1 Both Parties agree to comply with anyapplicable privacy and data protection laws.

5.2 Both Parties agree that QS shall beData Controller (as defined within the UK General Data Protection Regulations)of personal data provided by the Customer or Authorised Users and processed bythe Software.

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6.     QS’s obligations

6.1 QS undertakes that the QS PartnerDiscovery Services will be performed with reasonable skill and care.

6.2 The undertaking at clause 6.1 shall notapply to the extent of any non-conformance which is caused by use of the QS PartnerDiscovery Services contrary to QS’s instructions, or modification or alterationof the QS Partner Discovery Services by any party other than QS or QS’s dulyauthorised contractors or agents. If the QS Partner Discovery Services do notconform with the foregoing undertaking, QS will, at its expense, use allreasonable commercial endeavours to correct any such non-conformance promptly.Such correction or substitution constitutes the Customer’s sole and exclusiveremedy for any breach of the undertaking set out in clause 6.1.

6.3 QS:

a) does notwarrant that:

i) theCustomer’s use of the QS Partner Discovery Services will be uninterrupted orerror-free; or

ii) that the QS PartnerDiscovery Services will meet the Customer’s requirements;

b) is notresponsible for any delays, delivery failures, or any other loss or damageresulting from the transfer of data over communications networks andfacilities, including the internet, and the Customer acknowledges that the QS PartnerDiscovery Services may be subject to limitations, delays and other problemsinherent in the use of such communications facilities.

6.4 This agreement shall not prevent QSfrom entering into similar agreements with third parties, or from independentlydeveloping, using, selling or licensing documentation, products and/or serviceswhich are similar to those provided under this agreement.

6.5 QS warrants that it has and willmaintain all necessary licences, consents, and permissions necessary for theperformance of its obligations under this agreement.

6.6 QS shall follow its archivingprocedures for Customer Data. In the event of any loss or damage to CustomerData, the Customer’s sole and exclusive remedy against QS shall be for QS touse reasonable commercial endeavours to restore the lost or damaged CustomerData from the latest back-up of such Customer Data maintained by QS inaccordance with the archiving procedure. QS shall not be responsible for anyloss, destruction, alteration or disclosure of Customer Data caused by anythird party (except any third parties sub-contracted by QS to perform servicesrelated to Customer Data maintenance and back-up for which it shall remainfully liable).

6.7 Where the QS Partner Discovery Servicesinclude connection to a Third Party Network QS accepts no liability for anydamage or loss arising from use of or connection to the Third Party Network.

6.8 QS shall use reasonable endeavours tomake the QS Partner Discovery Services available at all times, except duringplanned or emergency maintenance. QS shall give Platform Members at least 48hours’ prior notice of scheduled maintenance. Maintenance may take place on anyday of the week, including weekends, and at any time of day.

a) Platform Members maysubmit requests for support relating to the QS Partner Discovery Services byemailing [email protected].

 

7.      Customer’s obligations

7.1 The Customer shall:

a) provide QSwith:

i) all necessaryco-operation in relation to this agreement; and

ii) allnecessary access to such information as may be required by QS;

in order toprovide the QS Partner Discovery Services, including but not limited toCustomer Data, security access information and configuration services;

b) withoutaffecting its other obligations under this agreement, comply with allapplicable laws and regulations with respect to its activities under thisagreement;

c) carry out allother Customer responsibilities set out in this agreement in a timely andefficient manner. In the event of any delays in the Customer’s provision ofsuch assistance as agreed by the parties, QS may adjust any agreed timetable ordelivery schedule as reasonably necessary;

d) ensure thatthe Authorised Users use the QS Partner Discovery Services in accordance withthe terms and conditions of this agreement and shall be responsible for anyAuthorised User’s breach of this agreement;

e) obtain andshall maintain all necessary licences, consents, and permissions necessary forQS, its contractors and agents to perform their obligations under thisagreement, including without limitation the QS Partner Discovery Services;

f) ensure thatits network and systems comply with the relevant specifications provided by QSfrom time to time;

g) ensure thatthe system is operated and used in accordance with the relevant specificationsprovided by QS and in accordance with this agreement; and

h) be, to theextent permitted by law and except as otherwise expressly provided in thisagreement, solely responsible for procuring, maintaining and securing itsnetwork connections and telecommunications links from its systems to QS’s datacentres, and all problems, conditions, delays, delivery failures and all otherloss or damage arising from or relating to the Customer’s network connectionsor telecommunications links or caused by the internet.

7.2 The Customer shall have soleresponsibility for the legality, reliability, integrity, accuracy and qualityof all Customer Data that is not personal data.

7.3 The Customer agrees that QS mayinvestigate suspected breaches and take proportionate action includingwarnings, content removal, restrictions, suspension or termination.

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8.      Customer Data and Data Ownership

8.1 Subject to applicable Data Protection Laws and any third-partyintellectual property rights, all rights, title and interest capable ofsubsisting in data, information and content entered into, submitted to orgenerated within the Software by or on behalf of the Customer ("CustomerData") shall, upon submission to the Software, vest in QS.

To the extent that any rights in Customer Data do not automatically vestin QS, the Customer hereby assigns to QS, with full title guarantee, all suchrights, title and interest to the extent permitted by law and, where any suchrights are not capable of assignment, grants QS a worldwide, perpetual,irrevocable, royalty-free, transferable and sublicensable licence to use,reproduce, store, adapt, analyse, publish, display, distribute and otherwiseexploit such Customer Data for the purposes of operating, developing andcommercialising the Software and QS's business.

The Customer warrants that it has all rights, permissions and authoritynecessary to submit Customer Data to the Software and to grant the rights setout in this clause.

For the avoidance of doubt, nothing in this clause shall be interpretedas conferring ownership of personal data on QS. Personal data contained withinCustomer Data shall be processed in accordance with applicable Data ProtectionLaws, these Terms and QS's Privacy Notice.

8.2 Use, publication and aggregation of Customer Data

The Customer acknowledges and agrees that the purpose of the Softwareincludes enabling businesses, institutions and other members using the Software("Platform Members") to identify, discover and connect with oneanother and to identify potential opportunities, partnerships and othercommercial or collaborative relationships.

Accordingly, QS may use, reproduce, publish, display and otherwise makeavailable through the Software such Customer Data as is reasonably required forthe operation and intended functionality of the Software, including:

a) the Customer'sorganisation profile and information concerning its activities, capabilities,interests and requirements;

b) opportunities,projects, partnership interests and other information which the Customersubmits or designates for discovery through the Software;

c) informationconcerning existing or potential partnerships or relationships where suchinformation is intended to form part of the Customer's Software profile orSoftware activity; and

d) the names, roles andother professional profile information of individuals associated with theCustomer, subject to applicable Data Protection Laws and the visibility andprivacy settings made available within the Software.

The Customer acknowledges that information falling within paragraphs (a)to (c) may be displayed to, searched for, viewed and acted upon by otherPlatform Members, including organisations which may operate in the same orcompeting sectors as the Customer.

Where the Software provides the Customer or an individual user withcontrols over the visibility of personal profile information, including names,email addresses or other contact details, QS will make such informationavailable to other Platform Members in accordance with the applicablevisibility settings and QS's Privacy Notice.

QS may also use Customer Data to operate, maintain, improve and developthe Software, facilitate matching and connections between Platform Members,carry out analytics, prepare reports and derive insights concerning use of theSoftware.

QS may anonymise, combine and aggregate Customer Data with otherinformation to produce data which does not identify, and cannot reasonably beused to identify, the Customer or any individual ("Aggregate Data").QS shall own all rights, title and interest in Aggregate Data and may use,retain, disclose, license and commercialise Aggregate Data for any lawfulbusiness purpose, including after expiry or termination of the Customer'sagreement with QS.

 

9 Charges and payment

9.1 QS shall be entitled to increase theFees payable in respect of the QS Partner Discovery Services at the start ofeach Renewal Period upon 120 days’ prior notice to the Customer and the Ordershall be deemed to have been amended accordingly.

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10. Term and termination

10.1 This agreement shall, unless otherwiseterminated as provided in this clause or in the General QS Terms andConditions, commence on the Commencement Date and shall continue for theInitial Subscription Term and, thereafter, this agreement shall be automaticallyrenewed for successive periods of 12 months (each a Renewal Period), unlesseither party notifies the other party of termination, in writing, at least 90days before the end of the Initial Subscription Term or any Renewal Period, inwhich case this agreement shall terminate upon the expiry of the applicableInitial Subscription Term or Renewal Period, and the Initial Subscription Termtogether with any subsequent Renewal Periods shall constitute the SubscriptionTerm.

10.2 On termination for any reason:

a) all licencesgranted under this agreement shall immediately terminate and the Customer shallimmediately cease all use of the QS Partner Discovery Services;

b) each partyshall return and make no further use of any equipment, property and other items(and all copies of them) belonging to the other party;

c) any rights,remedies, obligations or liabilities of the parties that have accrued up to thedate of termination, including the right to claim damages in respect of anybreach of the agreement which existed at or before the date of terminationshall not be affected or prejudiced.

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11. Disputes between Platform Members

11.1 QS is not responsible for resolvingcontractual or commercial disputes between Platform Members.

11.2 Platform Members should attempt toresolve disputes arising from their commercial relationship directly under theagreement between them.

11.3 A Platform Member may report another PlatformMembers or Authorised User to QS where it reasonably believes that conduct onthe Software involves:

a)     fraud;

b)    impersonation;

c)     harassment;

d)    misleading profile information;

e)     unlawful activity; or

f)       a breach of these Terms.

11.4 QS may investigate reports and takeaction concerning access to our Software, but QS is not obliged to determinethe legal merits of a dispute between Platform Members.

11.5 Any decision QS makes concerning Softwareaccess does not determine liability between the Platform Members themselves.

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12. Free or Discounted Access

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12.1 Eligibilityand Conditions

a) QS may, fromtime to time, offer access to the Software on a free, discounted or otherwisepreferential basis.

b) Any suchaccess may be subject to eligibility criteria, activation requirements,participation requirements or other conditions notified by QS to the Customerfrom time to time.

c) The Customermust comply with any such requirements within the timeframe communicated by QS.

12.2 DeterminingCompliance

QS may determinewhether the applicable requirements have been satisfied by reference toinformation available to QS, including activity and data recorded through theSoftware.

12.3 Failure toMeet Requirements

If the Customerfails to satisfy or continue to satisfy the applicable requirements, QS may, onnotice to the Customer:

(a) withdraw oramend the free or discounted access;

(b) apply thethen-current standard charges for the relevant access or service; or

(c) require theCustomer to agree revised commercial terms.

12.4 Duration

Unless otherwiseagreed in writing, the period of any free, discounted or preferential accesswill begin on the date specified by QS and will continue for the periodcommunicated to the Customer.

At the end ofthat period, access may:

    a) continue on the then-current standardcommercial terms;

    b) continue on revised terms agreed withQS; or

     c) end,

as communicatedby QS to the Customer.

12.5Non-Transferability and Combination

Any free,discounted or preferential access is personal to the Customer and may not betransferred or assigned to another person or organisation without QS’s priorwritten consent.

Unless QS agreesotherwise in writing, separate discounts, promotions or preferential accessarrangements may not be combined.

12.6 AccessLinked to Another Relationship

Where free,discounted or preferential access is provided because of another membership,commercial relationship, programme, event or other arrangement with QS or anassociated organisation, that access may be conditional on the continuation ofthat underlying relationship.

If the underlyingrelationship ends, QS may withdraw the preferential access or offer continuedaccess on its then-current commercial terms.

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13. Disclaimers

13.1 The Software facilitates professionaldiscovery and connections. Unless expressly stated otherwise, QS do not act asan employment agency, recruitment agency, agent, broker, representative,partner or advisor for any Customer.

13.2 QS does not warrant or guarantee:

a)     the accuracy of informationsupplied by other Platform Members;

b)    other Platform Members’financial standing;

c)     other Platform Members’professional capability;

d)    the quality of products orservices supplied by other Platform Members;

e)     that Platform Members holdsappropriate licences, insurance or qualification;

f)       that Platform Members willperform an agreement entered into following a connection; or

g)     any particular commercialoutcome for use from using the software.

13.3 Nothing in these terms requiresPlatform Members to proceed with a connection or commercial opportunity.

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