General terms and conditions Quantevo

Quantevo issues a quotation describing the scope, work, expected delivery time, maintenance (if applicable) and fee. Only what is included in the quotation forms part of the agreement.

Quotations are without obligation and valid for 14 days, unless stated otherwise.

The agreement is concluded upon written acceptance of the quotation (including by email), or when Quantevo, with the Client’s consent, begins the work.

Changes or additions to the scope count as additional work and are only carried out after written approval.

Quantevo performs the work to the best of its knowledge and ability. The agreement constitutes an obligation to use best efforts and expressly not an obligation to achieve a specific result.

AI solutions depend on external factors such as:

• external AI models, such as OpenAI, Anthropic or comparable providers
• data quality
• integrations with third-party systems
• availability of APIs
• changes to external software, models, prices or infrastructure

Quantevo does not guarantee any specific performance, freedom from errors, accuracy or business results.

Quantevo reserves the right to change the AI models, prompts or technical architecture used if this is technically, commercially or legally necessary.

The Client is responsible for the timely provision of correct and lawfully obtained data and system access. Delays or errors in this respect may lead to postponement or additional work.

Quantevo may engage third parties, sub-processors or technical partners if this is necessary for the performance of the agreement. Quantevo remains responsible towards the Client for the performance of the agreed work.

AI solutions produce probabilistic results. Output may be incorrect, incomplete or outdated.

The AI solution may not be used for:

• medical diagnoses
• legally binding advice
• financial or investment decisions without human oversight
• other business-critical applications without additional validation and appropriate human oversight

The Client remains fully responsible for decisions based on AI results.

The Client is responsible for setting up appropriate human oversight, validation and internal procedures when AI output is used in operational or customer-facing processes.

Work outside the agreed scope is considered additional work and is invoiced separately.

Quantevo informs the Client in advance if additional work is likely and requests written approval.

Delivered work is deemed to be accepted if the Client does not submit written, substantiated objections within 5 business days.

Reasonable feedback within scope is processed. Additional wishes count as additional work.

All prices are exclusive of VAT unless stated otherwise.

Quantevo may require a deposit before the work starts.

Invoices must be paid within 14 days.

In the event of late payment, the Client is in default by operation of law. Quantevo may suspend the work and charge statutory commercial interest and collection costs.

All extrajudicial collection costs are borne by the Client, with a minimum of €40.

Claims for damages lapse 12 months after they arise.

After full payment, the Client acquires ownership of and the rights to use the client-specific delivered system, insofar as it was developed specifically for the Client and described in the quotation or agreement.

The client-specific delivered system includes, among other things, the workflows, automations, configurations, documentation and integrations set up specifically for the Client, insofar as these are transferable and do not contain generic components of Quantevo.

Quantevo transfers, insofar as legally possible and necessary, the intellectual property rights to the client-specific delivered system to the Client after full payment of all outstanding invoices.

Quantevo remains the owner of all generic knowledge, methods, templates, standard prompts, standard workflow structures, concepts, working methods, reusable code, reusable automation components, technical insights and know-how that were not developed exclusively for the Client.

Quantevo retains the right to reuse generic components, knowledge, methods, templates, prompts, workflow structures and technical solutions in other assignments, provided that no confidential information, personal data or business data of the Client is used in doing so.

The Client may use, modify and manage the client-specific delivered system internally within its own organization.

The Client is not permitted to resell, sub-license or commercially offer generic components of Quantevo to third parties as a standalone product, unless agreed otherwise in writing.

External software, AI models, APIs, platforms, open-source components and third-party services remain subject to the license terms and terms of use of the relevant third parties.

Transfer only takes place after full payment. As long as full payment has not been made, Quantevo retains all rights to the delivered work.

The Client remains the owner of all data provided.

The Client guarantees that the data provided was lawfully obtained and processed in accordance with the General Data Protection Regulation (GDPR) and other applicable laws and regulations.

The Client is responsible for determining the legal basis for processing, informing data subjects and ensuring that personal data is provided to Quantevo lawfully.

If Quantevo processes personal data, it does so solely on the instructions of the Client and in accordance with the applicable privacy legislation.

Quantevo does not process personal data for its own purposes, unless an independent legal basis exists for this or written consent has been given.

Where legally required, the parties conclude a separate data processing agreement.

Quantevo may engage sub-processors for hosting, AI processing, automation, infrastructure, monitoring and technical support, insofar as this is necessary for the performance of the agreement.

Quantevo is not liable for claims arising from unlawfully provided data or incorrect instructions from the Client.

The parties undertake to keep confidential all confidential information they receive from each other in the context of the agreement.

Confidential information includes in any case business data, customer data, personal data, technical documentation, login credentials, API keys, workflows, prompts, prices, commercial information and internal processes.

This confidentiality obligation continues to exist after termination of the agreement.

Quantevo may share confidential information only with employees, engaged third parties, sub-processors or technical partners insofar as this is necessary for the performance of the agreement.

Quantevo takes reasonable technical and organizational measures to secure systems and data.

The Client is responsible for securely managing its own accounts, API keys, passwords, access rights and user roles.

Quantevo is not liable for damage caused by unauthorized access, data breaches or misuse of systems if these result from inadequate access management, insecure passwords, shared accounts or other circumstances on the Client’s side.

The Client must inform Quantevo in good time of changes to access rights, systems, authorizations or security requirements that are relevant to the performance of the work.

Quantevo may use general, anonymized descriptions of work performed for portfolio and marketing purposes.

Use of the Client’s name, logo, recognizable client case, testimonials or specific business data takes place only with the Client’s prior written consent.

The Client may indicate in writing that work may not be used for portfolio or promotional purposes.

Quantevo is liable solely for direct damage that is the direct and demonstrable result of an attributable failure in the performance of the agreement.

Quantevo’s total liability is limited to the amount the Client has paid for the specific assignment to which the damage relates.

In the case of ongoing services, maintenance or subscriptions, the total liability is limited to the amount the Client paid to Quantevo in the three months preceding the event causing the damage.

Quantevo is not liable for:

• indirect damage
• consequential damage
• lost profit
• missed savings
• reputational damage
• business stagnation
• loss of data
• incorrect, incomplete or outdated AI results
• model changes, price increases or restrictions of external providers
• outages or changes to external AI models, APIs, software, infrastructure or third-party systems

The limitations of liability do not apply insofar as the damage is the result of intent or deliberate recklessness on the part of Quantevo.

If maintenance is agreed, it includes monitoring, bug fixes, model updates, prompt optimization and advice, insofar as this falls within the agreed scope.

Maintenance constitutes an obligation to use best efforts. There is no guarantee of uptime, response times or resolution times unless agreed otherwise in writing.

The maintenance agreement has an initial term of 3 months and is then tacitly renewed on a monthly basis, unless agreed otherwise in writing.

An ongoing maintenance agreement may be terminated in writing as of the end of the current month, observing a notice period of one month.

The maintenance fee is payable monthly in advance.

If external AI, LLM, API, hosting or automation services are used via Quantevo’s accounts, the actual usage costs are passed on one-to-one to the Client, plus a management fee of 15%, unless agreed otherwise in writing.

During the development and testing phase, Quantevo may use its own API environments. After delivery, the solution can be connected to the Client’s accounts. From that moment, all costs, price changes, limits, conditions and availability risks of these external services are for the account and risk of the Client.

Upon termination, Quantevo provides, within 30 days, an export of Client-specific data and, if applicable, the client-specific delivered system in a common format, insofar as this is technically possible and reasonably feasible. Generic prompts, templates, standard workflow structures, methods, know-how and reusable components of Quantevo remain the property of Quantevo.

The Client may terminate an assignment prematurely. Work already performed and costs incurred are reimbursed in full.

For ongoing agreements, a notice period of 1 month applies, unless agreed otherwise in writing.

Quantevo may terminate the agreement if the Client fails to meet material obligations, including failing to pay invoices on time or failing to provide necessary information, data or system access on time.

Quantevo is not obliged to perform in the event of force majeure, including disruptions, illness, cyber incidents, outages of external models, API outages, changes at third-party suppliers, government measures, network disruptions or other circumstances beyond Quantevo’s reasonable control.

If the force majeure situation continues for more than 30 days, both parties may terminate the agreement in writing without any obligation to pay damages. Work already performed and costs incurred remain payable.

These terms and conditions are governed by Dutch law.

Disputes are submitted to the competent court in the district where Quantevo is established.