Last updated 5 October 2026

1. The agreement

These Terms of Service (“Terms”) are an agreement between QAbility (“QAbility”, “we”, “us”) and the organization that subscribes to or uses the Services (“Customer”, “you”). If you accept these Terms on behalf of an organization, you confirm that you have authority to bind it.

Where Customer and QAbility have signed a separate agreement, order form or master subscription agreement for the Services, that agreement prevails over these Terms to the extent they conflict.

Definitions

• “Services”: the QAbility software made available online, its supplier portal, our website, and related onboarding, support and messaging services.
• “Users”: Customer’s employees, contractors and invited external parties, such as suppliers, whom Customer authorizes to use the Services.
• “Customer Data”: all data and files that Customer or its Users submit to the Services, including quality records, documents, signatures and attachments.
• “Order”: an order form, quote or online sign-up that sets out the subscription, its scope and its fees.

2. Use of the Services

Subject to these Terms and payment of the applicable fees, QAbility grants Customer a non-exclusive, non-transferable right during the subscription term to access and use the Services for its internal business purposes, within the scope set out in the Order.

We may improve and change the Services over time. We will not materially reduce the core functionality of a paid subscription during its term. Trial, demo, beta and preview features are provided as they are, may be changed or withdrawn at any time, and are excluded from any service commitment.

3. Accounts and security

• Customer is responsible for its Users, for configuring roles and permissions, and for everything done under its accounts.
• Users must keep their sign-in credentials, multi-factor devices and electronic-signature PINs confidential and must not share accounts.
• Customer must tell us promptly at security@qability.com about any unauthorized use or suspected security incident affecting its accounts.

4. Regulatory responsibility and validation

QAbility provides software tools that are designed to support quality management in regulated environments, such as controlled documents, audit trails, electronic signatures and approval workflows. Using the Services does not by itself make Customer compliant with any law, regulation or standard, including 21 CFR Part 11, ISO 13485 or GMP requirements.

• Customer remains responsible for its own regulatory compliance, quality decisions and the content of its records.
• Customer is responsible for validating the Services for its intended use, for its own procedures, training and controls, and for how it configures workflows, permissions and signatures.
• Where QAbility provides documentation or assistance to support Customer’s validation, it does so to assist Customer and not to assume Customer’s regulatory obligations.

5. Acceptable use

Customer and its Users must not:

• use the Services in breach of any law, or to store or send unlawful, infringing or harmful material;
• attempt to gain unauthorized access to the Services, another customer’s data, or the systems they run on, or interfere with their security or performance;
• probe, scan or test the Services for vulnerabilities without our prior written permission;
• copy, modify, reverse engineer or create derivative works of the Services, except where the law expressly allows it;
• resell, sublicense or provide the Services to third parties, other than to Users as these Terms allow; or
• use the Services to build a competing product, or access them by automated means other than those we provide.

We may suspend access where reasonably necessary to prevent a breach of this section or to protect the Services or other customers. We will give notice where practical and restore access once the issue is resolved.

6. Customer Data

• Customer owns its Customer Data. Customer grants QAbility a limited right to host, process, transmit and display Customer Data only as needed to provide, secure and support the Services and as Customer instructs.
• Customer is responsible for the accuracy and lawfulness of Customer Data and for having the rights and consents needed to submit it, including any personal data of its Users, suppliers and customers.
• We process personal data in Customer Data as Customer’s processor or service provider, as described in our Privacy Policy and in any data processing agreement between us.
• Records in the Services may be subject to an append-only audit trail and to Customer’s own retention obligations. Some changes and deletions are therefore recorded rather than erased, by design.
• During the term and for a reasonable period after it ends, Customer may export its Customer Data using the tools in the Services or by request. After that period we will delete Customer Data in line with our standard practices, except where the law requires us to keep it.

7. Fees and payment

Customer will pay the fees set out in the Order. Unless the Order says otherwise, fees are invoiced in advance for each subscription term, are payable within thirty days of the invoice date, are non-refundable except as these Terms provide, and exclude taxes, which Customer will pay apart from taxes on our income. We may suspend the Services if undisputed fees remain unpaid after we have given written notice. We may change our prices for a renewal term by giving notice before that term begins.

8. Confidentiality

Each party will protect the other’s confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to its personnel and advisers who need to know it and are bound by similar obligations, or where the law requires it. Customer Data is Customer’s confidential information. These obligations do not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or lawfully received from someone else.

9. Intellectual property

QAbility and its licensors own the Services, including the software, documentation, templates, designs and all improvements to them. Apart from the rights expressly granted in these Terms, no rights are transferred. If Customer or its Users give us suggestions or feedback, we may use them freely and without obligation.

10. Third-party services

The Services may let Customer connect to or use third-party products and services. Customer’s use of them is governed by their own terms, and QAbility is not responsible for them.

11. Availability and support

We work to keep the Services available and secure, and we provide support as described in the Order. Any service-level commitment applies only if it is set out in the Order or a signed agreement. Planned maintenance and events beyond our reasonable control may affect availability.

12. Warranties and disclaimers

QAbility warrants that it will provide the paid Services in a professional manner and that they will perform materially as described in their documentation. If they do not, Customer’s remedy is for us to correct the issue or, if we cannot do so within a reasonable time, for either party to terminate the affected subscription and for us to refund the prepaid fees for the remaining term.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND QABILITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. QABILITY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THEIR USE WILL MEET ANY REGULATORY REQUIREMENT.

13. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to Customer’s payment obligations, to a party’s indemnity obligations, to breach of confidentiality, or to liability that cannot be limited by law.

14. Indemnification

QAbility will defend Customer against a third-party claim alleging that the Services, as provided by us, infringe that party’s intellectual property rights, and will pay the resulting damages and costs finally awarded or agreed in settlement. Customer will defend QAbility against a third-party claim arising from Customer Data or from Customer’s use of the Services in breach of these Terms, and will pay the resulting damages and costs finally awarded or agreed in settlement. In each case the defending party must be told of the claim promptly and given control of its defense, and the other party must reasonably cooperate.

15. Term and termination

These Terms apply for as long as Customer uses the Services. Subscriptions run for the term stated in the Order and renew for successive terms of the same length unless either party gives notice of non-renewal before the current term ends. Either party may terminate for the other’s material breach that is not cured within thirty days of written notice, or immediately if the other party becomes insolvent. On termination, Customer’s right to use the Services ends, Customer pays any fees due, and section 6 governs the export and deletion of Customer Data. Sections that by their nature should survive termination will survive it.

16. Messaging Terms & Conditions

By subscribing to our text messaging service, you agree to receive recurring automated messages from QAbility. Message frequency may vary. Your phone number will not be shared with third parties for marketing or promotional purposes. Reply HELP for help. Reply STOP to stop. Message and data rates may apply. Privacy Policy (qability.com/legal/privacy) & Terms (qability.com/legal/terms).

17. Governing law and disputes

These Terms are governed by the laws of the State of New York, United States, without regard to its conflict-of-laws rules. The state and federal courts located in New York County, New York, have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to their jurisdiction. Either party may seek urgent injunctive relief in any court of competent jurisdiction.

18. General

• Changes: we may update these Terms. We will change the “Last updated” date above and, for a material change, give notice through the Services or by email before it takes effect. Continued use after that date means acceptance.
• Assignment: neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition or sale of substantially all of its assets.
• Force majeure: neither party is liable for a delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Publicity: we will not use Customer’s name or logo in our marketing without Customer’s permission.
• Relationship, waiver and severability: the parties are independent contractors; a failure to enforce a provision is not a waiver; and if a provision is unenforceable, the rest remains in effect.
• Entire agreement: these Terms, the Order and any documents they reference are the entire agreement between the parties about the Services.

19. Contact

Notices and questions about these Terms: legal@qability.com. Privacy questions: privacy@qability.com.