Terms & Conditions

Revision Date: 03.11.2025

1. Introduction and Acceptance

These Terms and Conditions ("Terms") constitute a legally binding agreement between aiquniq ("Company") and the client ("Client") governing the provision of services, including but not limited to creative services, code development services, AI infrastructure services, AI model development, and QuantumCORE™ services.

By engaging the Company's services, the Client acknowledges that they have read, understood, and agree to be bound by these Terms. If the Client does not agree to these Terms, they must not engage the services.

These Terms, together with any separate agreements for payment terms, any Specific Terms agreed upon in writing between the Company and the Client for particular services or projects, and any partnership agreements entered into between the Company and the Client, constitute the entire agreement between the parties and supersede all prior agreements and understandings, whether written or oral.

Note on Financing: Financing for startups is governed by separate investment agreements and is not covered by these Terms.

Partnership Agreements: Should the Company and the Client enter into a separate partnership agreement for specific services or projects, such partnership agreement shall govern the terms of that partnership. In such instances, these general Terms shall not apply to the extent they conflict with the partnership agreement, except as otherwise provided in the partnership agreement.

2. Definitions

To ensure clarity and avoid ambiguity, the following definitions apply:

"Company" means aiquniq, a company operating website https://aiquniq.com and provider of all of the disclosed services.

"Client" means the party engaging the Company's services, whether an individual, corporation, government, or other legal entity.

"Services" means the creative services, code development services, subset of StrAIght™ services such as AI infrastructure services and AI model development, and QuantumCORE™ services provided by the Company as described herein.

"Creative Services" means media design, animations, UI/UX design, and other creative outputs provided by the Company.

"Code Development Services" means development services related to Client’s codebase, including custom code writing/editing, security hardening, authentication system implementation, accessibility engineering, code refactoring, and legacy system migration, provided by the Company.

"AI Infrastructure Services" (subset of StrAIght™) means advisory services on data center layouts, computational layouts, hardware (e.g., CPUs, GPUs) and software recommendations for AI applications, and implementation guidance.

"AI Model Development" (subset of StrAIght™) means the creation of custom AI models for clients using data provided by the Client or as agreed upon.

"QuantumCORE™ Services" means advisory and development services provided by the Company to Client for strategic planning, operational support, and business development.

"Confidential Information" means any information that is proprietary, sensitive, or confidential, including but not limited to business plans, financial data, technical specifications, and personal data, disclosed by one party to the other in connection with these Terms.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined in applicable data protection laws (e.g., GDPR, CCPA).

"Intellectual Property" further reffered to as "IP" means patents, trademarks, copyrights, trade secrets, and other proprietary rights.

"Force Majeure Event" means events beyond a party’s reasonable control, such as acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil disturbances, strikes or labor disputes, governmental actions or orders, changes in law or regulation, power or communication outages, or cyberattacks (including network intrusions or denial-of-service attacks) that could not have been prevented by reasonable security measures.

"Specific Terms" means any additional terms and conditions agreed upon in writing between the Company and the Client for particular services or projects, which may modify or supplement these Terms.

"Partnership Agreement" means any agreement entered into between the Company and the Client that establishes a partnership for specific services or projects, which shall govern the terms of that partnership.

3. Services Description

3.1 Creative Services

The Company provides creative services, including media design, animations, and UI/UX design, to create visual and interactive content as per the Client's specifications. Specific projects will be outlined in separate proposals or agreements, including project timelines, deliverables, and revision limits, with a maximum of 3 revision rounds included, and additional revisions subject to additional fees as agreed.

3.2 Code Development

The Company specializes in Code Development Services as a subset part of the Creative Services. This category encompasses all programming and software development work Company undertake for its clients, including but not limited to:

Writing and testing custom code for websites and applications.

Hardening codebases and implementing security features to meet high standards for data protection and cyber resilience, aligned with the EU’s NIS2 Directive.

Implementing and securing user authentication (primarily using Laravel’s native features, with future support for OAuth as needed).

Engineering websites and applications to comply with Web Content Accessibility Guidelines (WCAG) to support all users, including those with disabilities.

Optimizing legacy codebases for performance, readability, and maintainability without changing external behavior.

Migrating legacy systems, particularly PHP-based systems, to modern frameworks such as Laravel, using custom middleware and support technologies (e.g., Python, Rust, and more where applicable).

3.3 AI Infrastructure Services

The Company offers advisory services on AI infrastructure, including:

Data center layouts, optimizing power, cooling, and space for AI workloads, considering factors such as energy efficiency and scalability.

Computational layouts, designing network topology and resource allocation for AI processing, ensuring high performance and low latency.

Hardware recommendations, suggesting CPUs, GPUs, accelerators, and storage solutions for specific AI use cases, based on industry benchmarks and client requirements.

Software recommendations, advising on containerization tools, orchestration platforms, and monitoring systems, ensuring compatibility with existing systems.

Implementation guidance, providing best practices for deploying and integrating AI infrastructure, including risk assessments and compliance checks.

Note: The Company does not primarily provide, install, or operate the hardware or software; these are recommendations for the Client to implement at their own risk and cost.

3.4 AI Model Development

The Company develops custom AI models for Clients using data provided by the Client or as agreed upon, utilizing proprietary methods, algorithms, or third-party tools, subject to the Client agreeing to those third-party terms. The development process includes data preprocessing, model training, validation, and deployment, with the Client responsible for providing clean, compliant data.

Third-Party Terms: The Services may involve third-party providers or platforms (e.g., cloud services for AI development). The Client acknowledges and agrees to be bound by the terms and conditions of such third-party providers as applicable.

3.5 QuantumCORE™ Services

The Company provides advisory and development services to startups and non-profits for strategic planning, operational support, and business development, which may include market analysis, funding strategy, and operational scaling advice. Parts of these services are advisory in nature and do not guarantee specific outcomes, and the Company may facilitate introductions to third parties (e.g., investors, partners), but is not liable for their actions, omissions, or the outcomes of such introductions.

3.6 Right to Modify Services

The Company reserves the right to modify or suspend non-essential aspects of the Services as reasonably necessary to perform upgrades, maintenance, or ensure compliance with legal obligations. The Company shall provide the Client with at least fourteen (14) days’ prior written notice for any material modifications or suspensions that may affect ongoing projects. In emergency situations or where legally required, such notice shall be provided as soon as reasonably practicable. The Company shall, at its discretion, complete or refund any portion of the Services materially affected by such suspension or modification.

4. Client Responsibilities

4.1 General Responsibilities

The Client must:

Provide all necessary materials, information, and access required for the performance of the Services in a timely manner, ensuring accuracy, completeness, and compliance with all applicable laws and regulations.

Ensure that all materials provided are free from viruses, malware, or other harmful components and do not infringe any third-party rights.

Comply with all applicable laws, regulations, and third-party rights in its use of the Services, including but not limited to data protection, export control, and intellectual property laws.

4.2 Specific Responsibilities for Each Service

For AI Model Development, provide data that is compliant with data protection laws (e.g., GDPR, CCPA) and free from viruses or malware, with the Client warranting that they have all necessary rights and consents for such use, including for any third-party data, and that the data does not infringe third-party rights.

For QuantumCORE™ Services, provide accurate and complete information to enable effective advice, acknowledging that the services are advisory and do not guarantee specific outcomes, and the Client is responsible for making its own decisions based on such advice.

4.3 Warranties

The Client represents and warrants that:

It has the full right, power, and authority to enter into this agreement and to perform its obligations hereunder, and that entering into this agreement does not violate any other agreements or obligations to which it is a party.

It will comply with all applicable laws, regulations, and third-party rights in its use of the Services, including but not limited to data protection, export control, and intellectual property laws.

All materials provided to the Company are accurate, complete, and do not infringe any third-party rights, and the Client has obtained all necessary consents and permissions for the use of any data provided.

It is financially capable of paying for the Services and is not subject to any bankruptcy, insolvency, or similar proceedings, and has the financial resources to meet its obligations under this agreement.

It has obtained all necessary consents and permissions for the use of any data provided to the Company, and will indemnify the Company against any claims arising from non-compliance with data protection laws.

5. Intellectual Property

5.1 Ownership of Creative Works

All creative works, including but not limited to designs, animations, UI/UX elements, and other deliverables created under the Creative Services, shall be the exclusive property of the Company until full payment has been received from the Client.

Upon full and final payment of all applicable fees, the Company grants to the Client a perpetual, irrevocable, non-exclusive, royalty-free license to use, modify, and distribute the creative works produced under the Creative Services solely for the Client’s internal business purposes. The Company shall retain all moral rights in such works and may use non-confidential examples for its promotional portfolio, provided such use does not breach confidentiality obligations.

5.2 Ownership of Codebases

Codebases developed or modified for the Client under the Code Development Services shall become the property of the Client upon full payment of all fees and fulfillment of all obligations under these Terms. The Company, however, retains ownership of and all intellectual property rights in its proprietary methods, algorithms, frameworks, and development tools used in the creation process. The Company may reuse or apply such methods, algorithms, or tools for other clients or projects, provided that no Confidential Information of the Client is disclosed, and the Client acknowledges that such reuse does not infringe upon their ownership rights in the delivered codebases.

5.3 Ownership of AI Models

AI models developed for the Client under the AI Model Development services shall be owned by the Client, provided that the Client has paid all fees in full and complied with all obligations under these Terms. However, the Company retains all intellectual property rights in any proprietary methods, algorithms, or tools used in the development process, and may use such methods, algorithms, or tools for other clients or projects, provided that no confidential information of the Client is disclosed, and the Client acknowledges that such use does not infringe their rights to the developed AI models.

5.4 Ownership of Infrastructure Recommendations

Any recommendations, designs, or reports provided under the AI Infrastructure Services, such as data center layouts or hardware recommendations, are the property of the Company. The Client is hereby granted a perpetual, non-exclusive, royalty-free license to use the infrastructure recommendations, reports, and designs created under the AI Infrastructure Services solely for its internal operational and planning purposes. Such recommendations shall not be sublicensed, disclosed to third parties, or published in any medium without the Company’s prior written consent.

5.5 Third-Party Intellectual Property

The Services may involve the use of third-party intellectual property, including software tools and AI models. The Client acknowledges and agrees that their use of such third-party IP is subject to the terms and conditions of the respective third-party providers, and the Client shall indemnify the Company against any claims arising from the Client's use of such third-party IP, including but not limited to infringement claims, and the Company shall not be liable for any such claims.

5.6 Moral Rights

The Company reserves all moral rights in the creative works and AI models developed under these Terms, and the Client agrees not to alter, remove, or distort any attribution or integrity notices associated with such works, and to credit the Company as the creator where required by law or custom.

5.7 Portfolio Use

The Company may use examples of the creative works and AI models developed for the Client in its portfolio and marketing materials, provided that such use does not disclose any confidential information of the Client, and the Client grants the Company a perpetual, royalty-free, worldwide license to use such examples for promotional purposes, with the right to sublicense to third parties for marketing purposes.

6. Confidentiality

6.1 Definition of Confidential Information

"Confidential Information" means any information that is proprietary, sensitive, or confidential, including but not limited to business plans, financial data, technical specifications, and personal data, disclosed by one party to the other in connection with these Terms, whether disclosed orally, in writing, or by any other means.

6.2 Obligations

Each party shall:

Use the other party's Confidential Information solely for the purposes of performing its obligations under these Terms and not for any other purpose, including but not limited to competitive analysis or commercial exploitation.

Not disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or court order, in which case the receiving party shall (to the extent legally permitted) promptly notify the disclosing party to allow for protective measures.

Take all reasonable measures to protect the confidentiality of the other party's Confidential Information, including implementing security measures at least as protective as those used to protect its own confidential information, and ensuring that its employees, contractors, and agents are bound by similar confidentiality obligations.

6.3 Permitted Disclosures

A party may disclose Confidential Information if and to the extent required by law, regulation, or court order, provided that (to the extent permitted) it gives the other party prior notice of such required disclosure and takes reasonable steps to limit the scope of disclosure and maintain confidentiality (for example, by seeking a protective order).

6.4 Remedies for Breach

In the event of a breach or threatened breach of this Section, the non-breaching party may seek injunctive relief, specific performance, or other equitable remedies, in addition to any other remedies available at law or in equity, and the breaching party shall be liable for all damages, costs, and expenses incurred by the non-breaching party as a result of such breach, including reasonable attorneys' fees.

7. Data Privacy and Security

7.1 Compliance with Laws

The Company complies with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other relevant data protection regulations, in its processing of Personal Data, and the Client acknowledges that failure to comply may result in termination of the agreement and liability for damages.

7.2 Security Measures

The Company implements appropriate technical and organizational measures to protect Personal Data against unauthorized access, disclosure, alteration, or destruction, including but not limited to encryption, access controls, regular security audits, firewalls, intrusion detection systems, and employee training on data security, and the Client agrees to cooperate with the Company in ensuring the security of Personal Data.

7.3 Data Breach Notification

In the event of a data breach involving Personal Data, the Company will notify the Client without undue delay, and in any event within 72 hours where required by law, and take all reasonable steps to mitigate the breach, including notifying relevant authorities and affected individuals, and the Client shall indemnify the Company for any costs or damages arising from the Client's failure to secure their data or comply with data protection laws.

7.4 Subprocessors

The Company may engage subprocessors to process Personal Data, provided that such subprocessors provide sufficient guarantees of data protection, and the Company will notify the Client of any changes to subprocessors, with the Client having the right to object within 30 days, and failure to object shall constitute consent.

7.5 Data Retention

The Company will retain Personal Data only for as long as necessary to provide the Services or as required by law, and will securely delete it upon termination of the agreement, using methods such as secure wiping or physical destruction, and provide certification of deletion upon request. The Company may retain anonymized, non-personal data for legitimate business purposes.

8. AI Services Specific Terms

8.1 Data Usage

For AI Model Development, the Company may use the data provided by the Client to train and develop AI models, and the Client warrants that they have all necessary rights and consents for such use, including for any third-party data, and that the data does not infringe third-party rights, with the Company reserving the right to refuse data that does not meet these standards, and the Client indemnifying the Company for any claims arising from non-compliance.

8.2 AI Model Performance

The Company does not guarantee that any AI models developed will be error-free, completely accurate, or fit for any particular purpose. The Client acknowledges that AI technology is a developing field and that models may have inherent limitations and risks. The Client is solely responsible for evaluating whether the AI models and their outputs are suitable for the Client’s intended use, including conducting any necessary testing or validation. The Client also bears responsibility for ensuring that the use of the AI models and their outputs complies with any regulatory or legal requirements and do not contain discriminatory or harmful content.

8.3 Third-Party AI Tools

If, in the course of providing AI services, the Company utilizes third-party AI tools, libraries, or pre-trained models, the Client agrees to be bound by any applicable terms of use or licenses for those tools. The Company will inform the Client of any material third-party terms that the Client must comply with. The Client shall hold the Company harmless from any liability arising from the Client’s use of third-party AI tools or models beyond the scope of what is authorized by those third-party providers.

8.4 EU AI Regulations Compliance

If applicable, the Company will ensure compliance with any EU regulations on artificial intelligence (such as the EU AI Act) in the provision of the Services. The Client shall not use the AI Services in any manner that would violate such regulations, including (if applicable) refraining from deploying the AI models in high-risk use cases without proper safeguards or using the Services for any prohibited AI practices. The Company reserves the right to immediately terminate or suspend the AI Services if it determines that the Client’s use of the AI Services is or may be in violation of applicable AI laws or regulations.

8.5 Client Responsibility for AI Outputs

The Client acknowledges that AI models may produce outputs that are inaccurate, biased, or otherwise unsuitable for certain applications, and is solely responsible for reviewing, verifying, editing, amending, or evaluating the appropriateness of any output generated by the AI Services before using, publishing, or relying on any such output, to include ensuring such output does not contain discriminatory or harmful content and otherwise complies with applicable law.

8.6 Disclaimers for AI Outputs

The Company makes no representations or warranties, express or implied, regarding the accuracy, reliability, or suitability of any outputs generated by the AI models, and the Client acknowledges that such outputs may be incorrect, biased, or otherwise unsuitable, and the Company shall have no liability for any damages arising from the Client's use of such outputs.

8.7 No Legal Advice

The Services, including AI model outputs, are not intended to provide legal, financial, or professional advice, and the Client should consult with qualified legal, financial, or professional advisors for any such matters, and the Company shall not be liable for any reliance on the Services for such purposes.

9. Advisory Services

9.1 Nature of Services

The AI Infrastructure Services and parts of QuantumCORE™ Services are advisory in nature, and the Company does not guarantee specific outcomes, and the Client is responsible for making its own decisions based on the advice provided, with no fiduciary duty owed by the Company to the Client.

9.2 No Fiduciary Duty

Nothing in these Terms creates a fiduciary relationship between the Company and the Client. The Company’s role is that of an independent contractor and advisor. The Client remains solely responsible for its own business decisions and the Company shall not be considered an agent, legal representative, or partner of the Client. The Company shall not be liable for the outcome of the Client’s decisions or any business losses that result from those decisions, even if based on advice or information provided by the Company.

9.3 No Guaranteed Outcomes

There are no guarantees of success, performance, or specific outcomes from Startup Guidance Services, and the Client agrees that any advice provided is for informational purposes only and does not constitute a promise or warranty of results.

10. Liability and Indemnification

10.1 No Warranties

Except as expressly set forth in these Terms, the Company provides the Services on an "as is" and "as available" basis, without any warranties, guarantees, or conditions of any kind, whether express or implied. To the maximum extent permitted by applicable law, the Company hereby disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Client assumes all responsibility for the use of the Services and any results obtained from them. The Company does not warrant that the Services will meet the Client’s requirements or that the operation of the Services will be uninterrupted, secure, or error-free, nor does it warrant the accuracy or reliability of any results or outputs derived from the Services.

10.2 Limitation of Liability

In no event shall the Company be liable for any direct, indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to lost profits, data loss, business interruption, or reputational harm, arising out of or in connection with these Terms or the Services, even if the Company has been advised of the possibility of such damages.

The Company's total liability to the Client for any claim arising out of or relating to these Terms or the Services shall not exceed the amount paid by the Client for the specific Services giving rise to the claim, regardless of the form of action, whether in contract, tort, or otherwise.

10.3 Indemnification by Client

The Client shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

The Client's use of the Services, including any infringement of third-party rights, violation of applicable laws, or unauthorized use.

The Client's breach of this agreement, including but not limited to breaches of confidentiality, data protection, or intellectual property obligations.

Any negligent or wrongful act or omission by the Client or its personnel, agents, or subcontractors.

10.4 Indemnification by Company

The Company shall indemnify, defend, and hold harmless the Client from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to the Company's gross negligence or willful misconduct in performing the Services, provided that the Client notifies the Company in writing of such claim within 180 days of becoming aware of it, and cooperates fully with the Company in the defense of such claim.

10.5 Claims Process

The Client shall notify the Company in writing of any claim arising out of or relating to the Services within six (6) months from the date the Client becomes aware, or ought reasonably to have become aware, of the circumstances giving rise to such claim. The notice must include a detailed description of the alleged breach and any supporting documentation. This period may be extended only to the extent required by applicable law.

11. Termination

11.1 Termination for Convenience

Either party may terminate this Agreement for convenience by providing thirty (30) days’ prior written notice to the other party. In the event of such termination, the Client shall remain liable for all Services performed up to the effective date of termination. Any unused portion of prepaid fees shall be refunded to the Client, unless otherwise agreed in writing.

11.2 Termination for Cause

The Company may terminate this agreement immediately upon written notice if the Client:

Fails to make any payment when due, and fails to cure such non-payment within 60 days of written notice.

Breaches any material term of this agreement, including but not limited to confidentiality, data protection, or intellectual property obligations, and fails to cure such breach within 30 days of written notice.

Uses the Services for any illegal, unauthorized, or unethical purpose, as determined by the Company in its sole discretion.

Becomes insolvent, files for bankruptcy, or is subject to any insolvency proceedings, or makes an assignment for the benefit of creditors.

Violates any confidentiality, data protection, or intellectual property obligations, or engages in conduct that is against these Terms.

11.3 Effects of Termination

Upon termination of this agreement for any reason, whether by expiration, convenience, or cause:

The Client shall immediately cease using all Services and shall return or destroy all Company materials, including but not limited to confidential information, intellectual property, and any other proprietary information provided by the Company, certifying in writing within 30 days of termination that all such materials have been returned or destroyed, and failure to comply shall constitute a material breach entitling the Company to seek injunctive relief and damages.

The Company shall, at its sole discretion, either return or delete all Client data, provided that the Company may retain such data as required by law, regulation, or to comply with its own retention policies for a period not exceeding 10 years, and shall not be liable for any loss, damage, or unauthorized access to Client data resulting from such return or deletion, with the Client indemnifying the Company for any claims arising therefrom.

All amounts owed by the Client to the Company for services rendered up to the date of termination, including any outstanding fees, costs, or expenses incurred by the Company in connection with the termination, such as legal fees and administrative costs, shall become immediately due and payable, and the Client shall be liable for interest on overdue amounts at a rate of 0.5% per annum from the due date until payment.

Any provisions of these Terms that by their nature should survive termination, including but not limited to confidentiality (Section 6), data privacy and security (Section 7), intellectual property (Section 5), indemnification (Section 10.2 and 10.3), limitation of liability (Section 10.1), governing law and dispute resolution (Section 13), entire agreement (Section 16), and non-solicitation (Section 23), shall survive and continue in full force and effect, ensuring ongoing protection for the Company.

For AI Services, the Client shall cease all use of any AI models, outputs, recommendations, or tools provided by the Company, and shall not attempt to reverse-engineer, decompile, modify, distribute, or otherwise exploit such models or outputs, certifying in writing within 30 days of termination that all such materials have been deleted or destroyed, and failure to comply shall entitle the Company to seek injunctive relief, damages, and any other remedies available at law or in equity.

11.4 Suspension of Services

The Company may, at its sole discretion and without liability, suspend the Services without terminating this agreement if:

The Client fails to make any payment when due, and such failure continues for more than 60 days after written notice, with the Company providing notice via email or registered mail to the Client's designated contact, and the suspension shall remain in effect until payment is received in full, with no refunds or credits for the suspension period.

The Company has reasonable grounds to believe, based on evidence such as monitoring logs, client reports, or third-party complaints, that the Client is using the Services in violation of these Terms, applicable laws, or ethical standards, including but not limited to data protection laws, intellectual property rights, or prohibited uses outlined in Section 8 (AI Services Specific Terms).

There is a security threat, data breach, or other event that requires suspension to protect the Company's systems, data, third-party interests, or compliance with legal or regulatory requirements, with the Company notifying the Client within 36 hours of the suspension and outlining the steps required for resolution.

The Client's use of the Services poses a risk to the Company's reputation, business interests, or compliance with legal or regulatory requirements, as determined by the Company in its sole discretion.

The Company will provide written notice of suspension and the reasons therefor, detailing the specific grounds and any remedial actions required, and the suspension shall remain in effect until the issue is resolved to the Company's satisfaction or the Company determines, in its sole discretion, that continued suspension is necessary, with the Client bearing all costs and risks associated with the suspension, including but not limited to lost service availability.

11.5 Termination for Legal or Regulatory Changes

The Company may terminate this agreement immediately upon written notice if:

There is a change in applicable laws, regulations, or industry standards that renders the provision of the Services illegal, impractical, or commercially unfeasible, including but not limited to changes in AI regulations such as the EU AI Act or export control laws, with the Company providing notice within 30 days of becoming aware of such changes.

The Client's use of the Services becomes subject to legal or regulatory restrictions that the Company cannot reasonably accommodate, such as sanctions, export controls, or data localization requirements, with the Company reserving the right to terminate without liability.

The Company is required to comply with sanctions, export control laws, or other legal obligations that prohibit continued provision of the Services, with the Company indemnified by the Client for any costs or damages arising from such termination.

11.6 Termination for AI-Specific Violations

In addition to the general grounds for termination, the Company may terminate this agreement immediately upon written notice if:

The Client uses the AI Services for any illegal, unethical, or prohibited purpose, including but not limited to generating discriminatory, harmful, or infringing content, as determined by the Company based on monitoring, client reports, or third-party complaints, with the Company reserving the right to seek damages and injunctive relief.

The Client fails to comply with any obligations related to data protection, including but not limited to obtaining necessary consents, ensuring data accuracy, or complying with GDPR, CCPA, or other applicable laws, with the Company entitled to terminate and seek indemnification for any resulting claims.

The Client attempts to reverse-engineer, decompile, or otherwise misuse any AI models, algorithms, or tools provided by the Company, with such actions constituting a material breach entitling the Company to immediate termination and legal remedies.

The Client's use of the AI Services results in reputational harm to the Company, exposes the Company to legal or regulatory risks, or violates any third-party rights, with the Company reserving the right to terminate and seek damages for any losses incurred.

11.7 Notice Requirements

Any notice of termination or suspension required under this Section must be provided in writing and delivered to the other party's designated contact information as set forth in Section 21 (Contact Information), via email, registered mail, or courier service, and shall be deemed effective upon receipt, with proof of delivery required, and failure to provide notice in this manner shall not invalidate the termination or suspension but may affect the timing of its effectiveness.

12. Conflict of Interest

The Company will use its best efforts to avoid conflicts of interest in performing the services, especially for QuantumCORE™ Services where multiple clients may be competitors.

If a conflict arises, the Company will notify the Client promptly, discuss possible resolutions in good faith, and may terminate the agreement if unresolved.

The Company may serve other clients, including competitors, but will handle all information confidentially and implement measures to prevent disclosure, such as using separate teams or secure data handling.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Czech jurisdiction, without regard to its conflict of law provisions, and the Client agrees that any legal proceedings shall be subject to the exclusive jurisdiction of the courts of Czech Republic, unless otherwise specified in Specific Terms or Partnership Agreements.

13.2 Dispute Resolution

Except as provided in Section 13.4 (Mediation) and for claims requiring equitable relief (such as injunctive relief), any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved through binding arbitration. The arbitration shall take place in Prague, Czech Republic, in accordance with the rules of the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic. The arbitration will be conducted by a single arbitrator appointed in accordance with those rules, and the language of the arbitration shall be English. Each party shall bear its own attorneys’ fees and costs in the arbitration, but the arbitrator may award the prevailing party its reasonable arbitration costs and reasonable attorneys’ fees in the award. The arbitrator’s decision shall be final and binding on the parties. Class Action Waiver: The Client agrees that any disputes will be resolved on an individual basis only. The Client waives any right to participate in a class action, class arbitration, or other representative proceeding against the Company.

The requirement to arbitrate shall not prevent either party from seeking preliminary injunctive relief or other provisional remedies from a court of competent jurisdiction as necessary to preserve the status quo or prevent irreparable harm, pending the resolution of the dispute through arbitration. Any judgment upon the arbitral award may be entered by any court having jurisdiction.

13.3 Class Action Waiver

The Client agrees that any disputes shall be resolved on an individual basis, and the Client waives any right to participate in a class action lawsuit, class-wide arbitration, or any other representative proceeding, and agrees that any arbitration shall be conducted on an individual basis only, with no consolidation or joinder of claims permitted.

13.4 Mediation

Prior to initiating arbitration, the parties shall attempt to resolve any dispute through mediation, with a neutral mediator agreed upon by both parties, and each party shall bear its own costs for mediation, with the mediation process to be completed within 60 days of the initial notice of dispute, failing which either party may proceed to arbitration.

13.5 Language

These Terms are written in English, which shall be the governing language in case of any translation. The parties agree that all arbitration or court proceedings (and any related mediation or negotiations) shall be conducted in English, to the extent permitted by law. Any documentation or evidence not in English shall be accompanied by an English translation.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay is caused by a Force Majeure Event, defined as any event beyond a party's reasonable control. The affected party shall notify the other party in writing within 10 days of such event, detailing the nature, expected duration, and steps being taken to mitigate, and shall use reasonable efforts to resume performance as soon as practicable, with no liability for any resulting delays or failures, and the other party shall not be entitled to terminate for such delays unless they continue for more than 90 days.

15. Assignment

Neither party may assign, transfer, or delegate its rights or obligations under these Terms without the prior written consent of the other party, which may be withheld at the sole discretion of the withholding party, except that the Company may assign its rights and obligations to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that such successor agrees in writing to be bound by these Terms, and the Client acknowledges that any such assignment by the Company shall not relieve the Company of its obligations hereunder.

16. Entire Agreement

These Terms, together with any separate agreements for payment terms, any Specific Terms agreed upon in writing between the Company and the Client for particular services or projects, and any partnership agreements entered into between the Company and the Client, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, negotiations, understandings, and representations, whether written or oral, and in the event of any conflict between these Terms and any Specific Terms or partnership agreements, the Specific Terms or partnership agreements shall prevail with respect to the services or projects for which they apply.

17. Amendments

These Terms may be amended only by a written agreement signed by both parties or by the Company posting amended terms on its website or notifying the Client via email to the address set forth in Section 21, with continued use of the Services after such notice constituting acceptance of the amended terms, and the Client may terminate the agreement within 30 days of notice if they do not agree to the amendments, with no further obligations beyond payment for services rendered up to the date of termination.

18. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to make it valid and enforceable, or if not possible, severed from these Terms without affecting the validity or enforceability of the remaining provisions, and the parties agree that the remaining provisions shall continue in full force and effect, with the intent of the parties being to give effect to the agreement as a whole.

19. Waiver

The failure of either party to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision, and any waiver must be expressly stated in writing and signed by the waiving party, and shall not constitute a waiver of any other breach or default, with the non-waiving party retaining all rights and remedies available under these Terms and applicable law.

20. Relationship of the Parties

These Terms do not create a partnership, joint venture, or agency relationship between the parties, and the Client is an independent contractor with no authority to bind the Company, and neither party shall hold itself out as having such authority, with the Client acknowledging that it is solely responsible for its own employees, contractors, and agents, and the Company shall not be liable for any acts or omissions of the Client or its personnel.

Partnership Agreements: If the Company and the Client enter into a separate partnership agreement for specific services or projects, such partnership agreement shall govern the terms of that partnership. In such cases, these general Terms shall not apply to the extent they conflict with the partnership agreement, except as otherwise provided in the partnership agreement.

21. Contact Information

Company Contact: Email: support@aiquniq.com, with the Client agreeing to update its contact information promptly upon change, and all notices shall be sent to the last known address, with failure to update constituting acceptance of notice at the last provided address.

22. Marketing and Testimonials

With the Client’s prior consent, the Company may use the Client’s name, logo, and a factual description of the Services provided (excluding any Confidential Information) in the Company’s marketing materials or website, to identify the Client as a customer of the Company. The Client’s consent for such use will not be unreasonably withheld, and once given, can be revoked at any time with reasonable prior notice (to allow the Company to remove references). Additionally, the Client agrees to consider providing a testimonial or reference for the Company’s services upon the Company’s request. Any such testimonial will be subject to the Client’s approval of its content, and the Company may edit the testimonial for clarity and brevity, provided the edits do not alter the substance of the Client’s feedback. The Company will comply with any guidelines the Client provides regarding the use of its name or logo.

23. Non-Solicitation

During the term of this agreement and for a period of 5 years following its termination or expiration, the Client shall not, without the Company’s prior written consent, directly or indirectly solicit for employment, hire, or engage (whether as an employee, contractor, or consultant) any person who is or was employed or contracted by the Company and who was involved in providing the Services to the Client. This restriction shall not prevent the Client from hiring any individual who responds to a general employment advertisement or who otherwise independently seeks employment without direct or indirect solicitation by the Client. In the event of a breach of this Section 23, the Client shall pay to the Company, as liquidated damages (and not as a penalty), an amount equal to seven times the annual compensation of the person in question (as last paid by the Company). The parties agree that this liquidated damages amount is a reasonable estimate of the cost to the Company of recruiting, hiring, and training a replacement for such person and the loss of that person’s services. The Company’s right to enforce this Section (including seeking injunctive relief) is in addition to any other rights it may have at law or in equity.

24. Referral Fees

If the Company, as part of the Services or otherwise, introduces the Client to an investor, partner, or other third party and the Client subsequently enters into a business transaction with such third party as a result of that introduction, the Client agrees to pay the Company a reasonable referral fee, which shall not exceed three percent (3%) of the total value of that transaction (e.g., investment amount or contract value). This referral fee shall be due and payable within 90 days of the Client receiving the benefit of the transaction (for example, the closing of an investment or the commencement of a contract with the third party), unless otherwise agreed in writing. The Company shall provide an invoice detailing the calculation of the referral fee. If the transaction involves ongoing payments or a valuation not readily ascertainable, the parties shall negotiate in good faith to determine a fair basis for calculating the fee. This Section 24 does not apply to any introductions made under a separate written agreement or where prohibited by law.

25. Export Control

The Services may be subject to export control laws and regulations of the European Union (including Regulation (EU) 2021/821), as applicable within the European Economic Area (EEA). The Client agrees to:

Comply with all such laws and regulations, including but not limited to the EU Dual-Use Regulation (Regulation (EU) 2021/821), any applicable Czech export control laws, and any applicable EU sanctions or embargoes (e.g., as listed on the EU Sanctions Map or TARIC database), in its use, export, reexport, transfer, or provision of the Services, technology, software, or data provided thereunder.

Obtain all necessary export authorizations, including EU General Export Authorisations (EUGEAs), National General Export Authorisations (NGEAs), global licenses, individual licenses, or large project authorisations, from the competent Czech authority (e.g., the Ministry of Industry and Trade of the Czech Republic) where required, particularly for dual-use items listed in Annex I or Annex IV of Regulation (EU) 2021/821 or for non-listed items subject to “catch-all” controls (e.g., items potentially used for weapons of mass destruction, military end-uses in embargoed countries, or human rights violations such as cyber-surveillance technologies).

Conduct due diligence to verify the end-user and end-use of the Services, obtaining end-user certificates where required, and notify the Company immediately if there is any suspicion of prohibited end-uses.

Maintain accurate records of all exports, transfers, or provisions of the Services for at least five (5) years, as required by EU and Czech law, and make such records available to the Company or competent authorities upon request.

Not export, reexport, or transfer any technology, software, or data provided under the Services to any country, entity, or person prohibited by such laws, including those subject to EU sanctions or located outside the EEA without proper authorization.

The Client shall indemnify the Company for any violations of this Section 25 by the Client or its agents, including any fines, penalties, or legal costs incurred by the Company as a result of the Client’s non-compliance. The Company reserves the right to immediately terminate this agreement, without liability to the Client, if the Company determines that the Client has violated or is likely to violate any export control or sanctions laws in connection with the Services.

26. Ethics and Compliance

The Company is committed to conducting business in an ethical and legally compliant manner. The Client agrees to use the Services in a manner consistent with all applicable laws, regulations, and high ethical standards. The Client shall not use the Services to engage in any activity that is unlawful, fraudulent, harmful, or deceptive. If the Company reasonably believes that the Client is using the Services in a way that violates applicable law or ethical standards (for example, to facilitate money laundering, engage in corruption, infringe human rights, or commit any form of fraud or deception), the Company may immediately suspend or terminate the Services pursuant to Section 11.4 or 11.6. The Client shall indemnify the Company for any claims, damages, or losses arising from the Client’s unlawful or unethical use of the Services.

27. Feedback and Suggestions

Any feedback, suggestions, ideas, or other information that the Client provides to the Company regarding the Services (for example, suggestions for improvements, new features, or enhancements) shall be deemed non-confidential and non-proprietary. The Company shall be free to use, disclose, reproduce, modify, license, transfer, and otherwise exploit any such feedback without restriction or obligation to the Client. The Client agrees that it will not assert any intellectual property rights in such feedback and that the Company is not required to credit or compensate the Client for any use of feedback. This provision does not apply to any Confidential Information that the Client shares under a separate agreement or NDA which expressly treats such information as confidential.

28. No Third-Party Rights

Nothing in these Terms and Conditions is intended to or shall confer any rights or remedies upon any person or entity other than the Company and the Client. The parties agree that no third party shall have the right to enforce any term of this agreement or to derive any benefit from it, except as may be expressly provided by applicable law that cannot be waived.