Effective Date: October 23, 2025
Last Updated: October 27, 2025
These Terms of Service (“Terms”) govern your access to and use of the software, downloads, websites, and related services (collectively, the “Service”) provided by Qualup SAS (“Qualup,” “we,” “us,” or “our”). By accessing or using the Service, you agree to these Terms and to our Privacy Policy (available on request at privacy@qualup.com
). If you do not agree, do not use the Service.
1) Eligibility & Accounts
You must have legal capacity to contract. If you use the Service on behalf of an organization, you represent that you are authorized to bind it. You are responsible for safeguarding credentials and for all activity under your account.
2) Software License
2.1 Grant
Subject to these Terms and any order form, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the software components of the Service solely for your internal business purposes and only in the quantities (seats/devices) you have purchased.
2.2 Restrictions
You must not (and must not permit others to):
(a) copy except for reasonable backup/archival purposes;
(b) modify, adapt, translate, or create derivative works (unless permitted by applicable open-source licenses included with the software);
(c) reverse engineer, decompile, or disassemble except to the limited extent allowed by non-waivable law;
(d) remove or alter proprietary notices;
(e) use the Service to build a competing product or for benchmarking disclosures without our prior written consent.
2.3 Open-Source Components
The Service may include third-party open-source software governed by its own licenses. Those licenses apply to the relevant components and prevail over these Terms where they conflict.
2.4 Updates & Changes
We may provide updates, fixes, or new versions. Unless a separate license accompanies an update, it is licensed under these Terms. We may modify or discontinue features; material changes will be communicated reasonably in advance when feasible.
3) Professional Technical Support (Email)
Qualup provides professional technical support by email at support@split3r.com
.
Support scope: installation issues, configuration guidance, and non-custom debugging for the Service.
Support channels: email only.
Business hours: standard business days in Central European Time (CET/CEST).
We aim to respond promptly, but no specific response or resolution time is guaranteed unless stated in a separate written support agreement (SLA).
4) Orders, Fees, and Taxes
Prices, terms, and scope are as stated in your order. Fees are due as invoiced and non-refundable except where required by law. You are responsible for applicable taxes, duties, and bank fees, excluding Qualup’s income taxes.
5) Acceptable Use
You agree not to: violate law or third-party rights; upload malicious code; attempt unauthorized access; interfere with security or performance; or use the Service for high-risk activities where failure could lead to death, personal injury, or severe environmental damage.
6) User Content & Data
If you submit content (e.g., configuration files, logs), you retain ownership. You grant Qualup a worldwide, royalty-free license to use that content solely to operate, secure, and improve the Service and support you. You represent you have all necessary rights and that your content is lawful.
7) Intellectual Property
Except for the license in Section 2, all rights in and to the Service are owned by Qualup and its licensors. No other rights are granted by implication or estoppel.
8) Confidentiality
Non-public information disclosed by either party that is marked confidential or should reasonably be considered confidential must be protected with at least reasonable care and used only to perform these Terms. Exceptions apply for information that is public, independently developed, or lawfully obtained without breach.
9) Warranties & Disclaimers
To the maximum extent permitted by French law, the Service is provided “as is” and “as available,” without warranties of any kind (express, implied, or statutory), including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free.
Non-waivable statutory warranties (if any) apply as required by French law.
10) Limitation of Liability
To the maximum extent permitted by French law, Qualup’s aggregate liability arising out of or relating to the Service is limited to the amounts you paid to Qualup for the Service during the twelve (12) months preceding the event giving rise to liability.
Neither party is liable for indirect, incidental, special, consequential, punitive, or loss-of-profit damages.
Carve-outs: Nothing in these Terms limits liability for death or personal injury caused by negligence, dol (willful misconduct), fraude, or other liability that cannot be limited under French law.
11) Indemnification
You will indemnify and hold Qualup harmless from third-party claims, losses, and expenses (including reasonable legal fees) arising from your unlawful use of the Service or violation of these Terms, to the extent permitted by law.
12) Export & Sanctions Compliance
You must comply with applicable export control and sanctions laws (including EU and French regulations) and must not use or export the Service where prohibited.
13) Term & Termination
These Terms start when you first use the Service and continue until terminated. We may suspend or terminate the Service for material breach or legal/regulatory reasons. Upon termination, your license ends and you must stop using the Service and destroy copies in your possession, except as required for archival/legal compliance. Sections that by nature survive (e.g., IP, confidentiality, disclaimers, liability, governing law) remain in force.
14) Governing Law & Jurisdiction
These Terms and any dispute or claim (contractual or non-contractual) are governed by the laws of France.
The courts of Mâcon (France) shall have exclusive jurisdiction, subject to any mandatory consumer jurisdiction that may apply by law.
15) Changes to These Terms
We may update these Terms. If changes are material, we will provide reasonable notice (e.g., via website notice or email). Continued use of the Service after the effective date of changes constitutes acceptance.
16) Contact
Qualup SAS
Office: 42 Rue du Château,
71260 LUGNY,
FRANCE
VAT: FR17479510901
SIRET: 47951090100016
Email: privacy@qualup.com
Phone: +33 385 33 29 35
Entire Agreement
These Terms (together with any order, license file, or written SLA between you and Qualup) constitute the entire agreement regarding the Service and supersede prior or contemporaneous agreements on the same subject.
