Terms

Welcome to TrackQUAL. These Terms and Conditions set out the rules for accessing and using the TrackQUAL platform, related services, and associated documentation. TrackQUAL is a software-as-a-service platform operated by Apperley Holdings Ltd. for managing returns, inspections, approvals, repairs, customer communications, and related workflow activities.

By accessing or using TrackQUAL, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use TrackQUAL.

1. Introduction

This section explains who we are, who these Terms apply to, and how they work.

1.1 These Terms and Conditions (the "Terms") form a legal agreement between you and Apperley Holdings Ltd. trading as TrackQUAL ("TrackQUAL", "we", "us" or "our").

1.2 These Terms govern your access to and use of the TrackQUAL platform, any related websites, customer portals, software features, support services, and associated documentation that we make available from time to time (together, the "Platform").

1.3 These Terms apply to the individual or organisation using the Platform. If you use the Platform on behalf of a company, partnership, or other legal entity, you confirm that you have authority to bind that entity to these Terms, and references to "you" and "your" will mean that entity as well as the individual user where appropriate.

1.4 These Terms incorporate by reference our Privacy Policy, Cookie Policy, and any other policies or documentation expressly referred to in these Terms.

1.5 Separate website terms may apply to general browsing of our public marketing website. These Terms apply to the Platform and related services made available to registered users, trial users, customers, and authorised third parties using TrackQUAL environments or customer portals.

1.6 We may update these Terms from time to time. If we do, we will publish the updated version on our website or through the Platform. Any changes will take effect from the stated effective date. Your continued use of the Platform after the updated Terms take effect will constitute your acceptance of the revised Terms.

1.7 If you have any questions about these Terms, you may contact us at:

Apperley Holdings Ltd. trading as TrackQUAL
Company number: 15798690
Burcombe Road, Chalford, GL6 8BH
Email: info@trackqual.com
Telephone: 01453 374453

2. Eligibility and Account Authority

This section explains who can use the Platform and who is responsible for accounts.

2.1 You may only use the Platform if you are at least 18 years old and legally capable of entering into a binding contract.

2.2 You must ensure that all information you provide to us is accurate, complete, and kept up to date.

2.3 To access certain features of the Platform, you may need to create an account or be invited to join a tenant, workspace, customer portal, or similar environment within the Platform.

2.4 You are responsible for all activity carried out under your account credentials and for ensuring that your users, employees, contractors, agents, and other authorised personnel comply with these Terms.

2.5 You must keep login credentials secure and confidential. You must notify us promptly if you become aware of any unauthorised access to your account or the Platform.

3. Definitions

This section defines key words used throughout these Terms.

In these Terms:

• "Account" means any account, login, or access credential used to access the Platform.
• "Authorised User" means any individual you permit to access or use the Platform under your account or organisation.
• "Customer Data" means any data, materials, records, files, images, attachments, branding assets, text, or other content submitted to, uploaded to, stored on, processed by, or generated through the Platform by or on behalf of you or your Authorised Users.
• "Documentation" means the user guides, help materials, product information, technical documentation, and support content we make available for the Platform.
• "Fees" means subscription fees, add-on fees, usage-based fees, storage fees, translation fees, implementation fees, or any other charges payable for the Platform.
• "Order" means any subscription sign-up, order form, checkout flow, renewal, or other process under which you purchase access to the Platform.
• "Subscription Term" means the period during which you are entitled to access and use the Platform under a paid plan, trial, or other commercial arrangement agreed with us.
• "Third Party Services" means third party products, platforms, software, hosting, communications, payment, translation, storage, security, analytics, or other services used together with, integrated with, or relied on by the Platform.

4. The Platform and Licence to Use It

This section sets out the limited right we give you to use TrackQUAL.

4.1 Subject to these Terms and payment of all applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable Subscription Term to access and use the Platform and Documentation for your internal business purposes.

4.2 The Platform is designed to support returns management, inspections, approvals, repair workflows, customer communications, reporting, and related operational processes. The exact features available to you will depend on your subscription plan, purchased add-ons, configuration, and any specific commercial arrangement agreed with us.

4.3 We may make updates, enhancements, fixes, or changes to the Platform from time to time. We may also modify, replace, or discontinue features where reasonably necessary for operational, legal, security, or commercial reasons.

4.4 Except as expressly permitted in these Terms or required by law, you must not:

• copy, reproduce, republish, distribute, sell, lease, sublicense, or commercially exploit the Platform or Documentation;
• modify, adapt, translate, or create derivative works of the Platform;
• reverse engineer, decompile, disassemble, or otherwise attempt to discover source code, underlying ideas, algorithms, or trade secrets of the Platform;
• circumvent or interfere with security features, authentication measures, usage controls, or service protections;
• use the Platform to build, train, or support a competing product or service;
• use the Platform in any way that is unlawful, fraudulent, abusive, or infringes the rights of any third party; or
• permit any unauthorised person to access or use the Platform.

5. Accounts, Tenants, and Customer Portals

This section explains how account structures work and who is responsible for users.

5.1 The Platform may allow creation of separate tenants, customer portals, branded environments, or similar operational spaces. You are responsible for configuring and managing access rights appropriately within your environment.

5.2 You are responsible for all acts and omissions of your Authorised Users and anyone accessing the Platform through your systems, accounts, or managed environments.

5.3 You must ensure that all Authorised Users only access the Platform for legitimate business purposes and in accordance with these Terms.

5.4 Where the Platform allows you to provide portal access to your own customers, suppliers, repair partners, or other third parties, you remain responsible for that access and for ensuring that your arrangements with those parties are consistent with these Terms and applicable law.

6. Acceptable Use

This section sets out the main rules for proper use of the Platform.

6.1 You must not use the Platform:

• for any unlawful, misleading, fraudulent, or malicious purpose;
• to upload, transmit, or store viruses, malware, ransomware, spyware, or other harmful code;
• to interfere with or disrupt the integrity, security, or performance of the Platform;
• to gain unauthorised access to any system, account, data, or network;
• to process or transmit content that is defamatory, obscene, threatening, discriminatory, hateful, or otherwise objectionable;
• to infringe intellectual property rights, privacy rights, confidentiality obligations, or any other rights of third parties;
• to upload or share material that you do not have the right to use;
• in a way that could expose us or the Platform to legal, regulatory, or security risk; or
• in a manner inconsistent with the Documentation or any reasonable instructions we provide.

6.2 We may suspend or restrict access to the Platform immediately if we reasonably believe there has been a breach of this section or any activity that threatens the Platform, our users, or any third party.

7. Customer Data and Your Responsibilities

This section makes clear that your data and uploaded content remain your responsibility.

7.1 As between you and us, you are responsible for all Customer Data and for the legality, accuracy, quality, integrity, and reliability of that Customer Data.

7.2 You confirm that you have all necessary rights, permissions, and lawful bases required to upload, submit, process, store, and use Customer Data through the Platform.

7.3 You must ensure that your use of the Platform and all Customer Data complies with all applicable laws and regulations, including data protection, consumer, export control, industry-specific, and intellectual property laws.

7.4 If the Platform allows you to upload attachments, images, documents, branding assets, or similar materials, you are solely responsible for those materials and for ensuring they do not infringe third party rights or contain harmful code.

7.5 We do not routinely monitor Customer Data, but we may remove, disable access to, or require removal of Customer Data where we reasonably believe it breaches these Terms, applicable law, or the rights of any third party, or where such action is necessary to protect the Platform or comply with legal obligations.

8. Data Protection and Privacy

This section deals with privacy at a high level. Full data protection details should sit in your Privacy Policy and DPA.

8.1 Each party will comply with applicable data protection law in connection with its use of the Platform and performance of its obligations under these Terms.

8.2 To the extent that we process personal data on your behalf as a processor, our Data Processing Addendum will apply where required and will form part of these Terms.

8.3 Our collection and use of personal data in our own capacity is described in our Privacy Policy.

8.4 You are responsible for providing any privacy notices, obtaining any consents, and establishing any lawful bases required for personal data that you or your users submit to the Platform.

9. Third Party Services

This section explains that TrackQUAL depends on some third party providers.

9.1 The Platform may incorporate, interoperate with, or depend on Third Party Services, including payment providers, hosting providers, communications providers, storage providers, security services, and translation services.

9.2 Your use of any Third Party Services may also be subject to the relevant third party terms and policies, and you are responsible for complying with them where applicable.

9.3 We are not responsible for Third Party Services themselves, and we do not guarantee their continued availability, compatibility, or performance.

9.4 We may add, remove, or replace Third Party Services used in connection with the Platform where reasonably necessary for operational, security, legal, or commercial reasons.

10. Translation and Automated Features

This section covers optional automated translation features without over-claiming what they can do.

10.1 The Platform may offer optional translation, automation, or other assisted features, including features supported by third party providers.

10.2 Where translation functionality is made available, it may be provided using third party services, including Azure Translation Services or replacement providers selected by us from time to time.

10.3 Automated or assisted outputs may not always be accurate, complete, suitable, or contextually correct. You are responsible for reviewing and validating any translated or automated output before relying on it.

10.4 You must not rely on any automated or translated output as legal, technical, regulatory, or professional advice.

11. Fees, Billing, and Payment

This section covers subscriptions, trials, paid add-ons, and invoicing.

11.1 Access to the Platform may be provided on a free trial, paid subscription, enterprise arrangement, manual invoicing arrangement, or other agreed commercial basis.

11.2 You agree to pay all Fees specified in your applicable Order, pricing page, checkout flow, or other agreed commercial terms.

11.3 Unless stated otherwise, Fees are payable in advance, are non-refundable, and exclude VAT and any other applicable taxes, duties, or levies, which you must also pay where applicable.

11.4 If you purchase access through an online checkout flow, you authorise us and our payment provider to charge your selected payment method for all applicable Fees, renewals, usage charges, add-ons, and any overdue amounts.

11.5 We may use Stripe or another payment service provider to process payments. Payment processing services are subject to the terms and policies of the relevant provider.

11.6 Subscription plans may renew automatically unless cancelled in accordance with the applicable subscription terms or plan settings.

11.7 If you are on a trial, access may automatically convert to a paid plan or end at the close of the trial period, depending on the commercial arrangement presented to you.

11.8 Where usage-based charges apply, including for, but not limited to, storage, additional users, add-ons, or translation volumes, you agree to pay the usage-based Fees incurred in accordance with the applicable pricing terms.

11.9 We may update pricing or billing practices from time to time. Any pricing changes will apply prospectively and will not affect any prepaid period already paid for, unless otherwise agreed.

11.10 If payment is overdue, we may suspend access to the Platform, remove access to paid features, charge interest on overdue sums at the rate of 4% per annum above the Bank of England base rate, and recover reasonable costs of collection.

12. Support, Availability, and Changes

This section explains what level of service we aim to provide.

12.1 We will use reasonable skill and care in providing the Platform.

12.2 We will use commercially reasonable efforts to keep the Platform available, but we do not guarantee uninterrupted or error-free availability.

12.3 We may suspend, restrict, or interrupt access to all or part of the Platform for maintenance, upgrades, security incidents, legal compliance, misuse investigations, capacity management, or other operational reasons.

12.4 Unless expressly agreed in writing, no service level agreement, guaranteed uptime commitment, or bespoke support response time applies.

12.5 We may designate certain features as beta, pilot, preview, or early access. Such features may be subject to additional limitations and may be changed or withdrawn at any time.

13. Intellectual Property Rights

This section explains what we own and what you keep ownership of.

13.1 We and our licensors own all intellectual property rights in and to the Platform, the Documentation, and all related software, design, branding, and materials, except for Customer Data.

13.2 As between you and us, you retain ownership of your Customer Data.

13.3 You grant us a non-exclusive, worldwide, royalty-free right to host, copy, process, transmit, display, and otherwise use Customer Data only to the extent necessary to provide, secure, support, improve, and maintain the Platform and to comply with legal obligations.

13.4 If you provide suggestions, ideas, feedback, or recommendations about the Platform, we may use them without restriction and without any obligation to compensate you.

14. Confidentiality

This section requires each side to protect confidential information.

14.1 Each party may receive confidential information from the other in connection with the Platform and these Terms.

14.2 The receiving party shall keep the disclosing party confidential information confidential and shall not use it except as needed to exercise its rights or perform its obligations under these Terms.

14.3 The obligations in this section do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known by the receiving party without restriction, is lawfully received from a third party without restriction, or is independently developed without use of the confidential information.

14.4 A party may disclose confidential information where required by law, regulation, court order, or competent authority, provided that, where legally permitted, it gives reasonable prior notice to the other party.

15. Suspension and Termination

This section explains when access can be suspended or the agreement can end.

15.1 These Terms remain in force for as long as you access or use the Platform.

15.2 You may stop using the Platform at any time. If you have a paid subscription, cancellation will take effect in accordance with your plan terms or other agreed commercial arrangement. Standard terms permit access to the end of the billing period.

15.3 We may suspend or terminate your access to the Platform immediately if:

• you fail to pay Fees when due;
• you materially breach these Terms;
• your use of the Platform creates legal, regulatory, security, or operational risk;
• we are required to do so by law or at the direction of a competent authority; or
• continuing to provide the Platform to you is no longer commercially or technically viable.

15.4 On termination or expiry of your right to use the Platform, your access will end immediately unless we agree otherwise in writing.

15.5 We may delete or anonymise Customer Data after termination in accordance with our retention practices, legal obligations, and any applicable Data Processing Addendum.

15.6 Termination will not affect any accrued rights, remedies, payment obligations, or provisions intended to survive termination.

16. Warranties and Disclaimers

This section sets out the limits of the promises we make about the Platform.

16.1 We warrant that we have the right to provide the Platform to you.

16.2 Except as expressly set out in these Terms, the Platform is provided on an "as is" and "as available" basis.

16.3 To the fullest extent permitted by law, we exclude all implied conditions, warranties, representations, and other terms that may apply to the Platform or any content made available through it, including any implied terms of satisfactory quality, fitness for a particular purpose, and non-infringement.

16.4 We do not warrant that the Platform will be uninterrupted, secure, error-free, or suitable for every use case, or that any automated or translated output will be accurate or complete.

17. Limitation of Liability

This section limits liability in a way commonly used in business-to-business software contracts.

17.1 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under applicable law.

17.2 Subject to clause 17.1, neither party shall be liable to the other for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss or corruption of data, or any indirect, special, or consequential loss arising out of or in connection with these Terms, whether in contract, tort including negligence, breach of statutory duty, or otherwise.

17.3 Subject to clauses 17.1 and 17.2, our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort including negligence, breach of statutory duty, or otherwise, shall not exceed the greater of:

• the total Fees paid or payable by you to us under these Terms in the 12 months immediately preceding the event giving rise to the claim; and
• GBP 1,000.

17.4 The limitations in this section reflect a fair allocation of risk between the parties and form an essential basis of the bargain between them.

18. Indemnity

This section requires you to cover losses caused by your misuse or your content.

18.1 You shall indemnify and keep us indemnified against losses, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or in connection with:

• your breach of these Terms;
• your unlawful use of the Platform;
• any claim that Customer Data infringes the rights of a third party; or
• your failure to obtain any necessary permissions, notices, or lawful bases required for Customer Data or user access.

19. Governing Law and Jurisdiction

This section says that England and Wales law applies and disputes are handled by the courts.

19.1 These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or their formation, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of England and Wales.

19.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

20. General

This section covers the remaining legal housekeeping points.

20.1 We may assign or transfer our rights and obligations under these Terms as part of a group reorganisation, merger, acquisition, sale of business, or transfer of assets. You may not assign, transfer, or otherwise deal with your rights or obligations under these Terms without our prior written consent.

20.2 If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

20.3 A failure or delay by either party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy.

20.4 These Terms, together with any Order, Privacy Policy, Cookie Policy, Data Processing Addendum, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions, understandings, and agreements relating to that subject matter.

20.5 Nothing in these Terms creates a partnership, joint venture, agency, employment relationship, or exclusive arrangement between the parties.

20.6 A person who is not a party to these Terms shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms.

20.7 We shall not be liable for any failure or delay in performing our obligations under these Terms where that failure or delay results from events beyond our reasonable control, including failures of telecommunications, internet services, hosting infrastructure, utilities, industrial disputes, cyber attacks, or acts of government.