Terms & Conditions
Revision Date: 08.06.2025
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, 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, AI infrastructure services, 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.
"AI Infrastructure Services" 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" 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 natural disasters, wars, strikes, cyberattacks, or government actions.
"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 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.
3.3 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.
3.4 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.
3.5 Right to Modify Services
The Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice, except as otherwise provided in these Terms, Specific Terms, or Partnership Agreements, or as required by applicable law, provided that the Company will endeavor to provide reasonable notice where feasible.
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 receipt of full payment, the Company grants the Client a non-exclusive, non-transferable, revocable license to use the works solely for the purposes specified in the project agreement, with no right to sublicense, assign, or transfer such license without prior written consent from the Company. The Company retains all copyrights, trademarks, and other intellectual property rights in the works, and the Client agrees not to alter, remove, or distort any attribution or integrity notices associated with such works.
5.2 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.
5.3 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 receives a non-exclusive, non-transferable, revocable license to use such recommendations solely for their intended purpose, with no right to reproduce, distribute, modify, or sublicense without the prior written consent of the Company, and the Client acknowledges that such recommendations are advisory and not guarantees of performance or outcomes.
5.4 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.
5.5 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.
5.6 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, and in such cases, shall notify the disclosing party promptly 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 required by law or court order, provided that it gives the other party prior notice of such disclosure where legally possible, and takes all reasonable steps to limit the scope of such disclosure and protect the confidentiality of the information disclosed.
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.
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 the accuracy, reliability, or performance of the AI models, and the Client acknowledges that AI is a developing technology with inherent risks, and is solely responsible for verifying the suitability of the models for their intended use and for any regulatory compliance, including but not limited to ensuring that AI outputs do not contain discriminatory or harmful content.
8.3 Third-Party AI Tools
If the Company uses third-party AI tools or models, the Client agrees to be bound by the terms of those third parties, and the Company will provide notice of such terms, with the Client indemnifying the Company for any claims arising from the Client's use of such third-party tools.
8.4 EU AI Restrictions
If applicable, the Company will comply with EU AI regulations (e.g., EU AI Act), and the Client will not use the AI services in a manner that violates such regulations, including high-risk AI systems, with the Company reserving the right to terminate the agreement if the Client's use violates these 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
The Company does not owe a fiduciary duty to the Client; the relationship is strictly advisory, and the Client acknowledges that the Company is not responsible for the Client's business decisions or outcomes.
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 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.
10.2 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.
10.3 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.
10.4 Claims Process
Any claims arising out of or relating to these Terms or the Services must be made in writing and sent to the Company's contact information provided in Section 21 within 30 days of the event giving rise to the claim, and must include a detailed description of the basis for the claim, the relief sought, and all supporting documentation, failing which the claim shall be deemed waived and barred.
11. Termination
11.1 Termination for Convenience
Either party may terminate this agreement for convenience upon 90 days' written notice to the other party, provided that the terminating party shall pay for all services rendered up to the date of termination, and the Company may retain any deposits or advance payments as liquidated damages.
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 Austrian 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 Austria, unless otherwise specified in Specific Terms or Partnership Agreements.
13.2 Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to these Terms or the Services, including but not limited to disputes over service quality, intellectual property, or confidentiality, shall be resolved through binding arbitration in Vienna, in accordance with the rules of Vienna International Arbitral Centre (VIAC), with the arbitration conducted by a single arbitrator appointed by Vienna International Arbitral Centre (VIAC), and the language of the arbitration shall be English. Each party shall bear its own costs and expenses in connection with the arbitration, except that the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and arbitration fees, as determined by the arbitrator.
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.
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, including but not limited to natural disasters, wars, strikes, cyberattacks, government actions, or changes in law or regulation. 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
The Company may use the Client's name, logo, and project outcomes for marketing purposes, with the Client's prior written consent, which may be withdrawn at any time upon written notice, and the Client agrees to provide a testimonial upon request, subject to mutual agreement on the content, with the Company reserving the right to edit such testimonials for clarity and compliance with legal standards.
23. Non-Solicitation
During the term of this agreement and for a period of 5 years thereafter, the Client shall not, directly or indirectly, solicit, hire, or engage any of the Company's employees, contractors, or consultants without prior written consent, and in the event of a breach, the Client shall pay the Company a fee equal to 7 times the annual salary of any such person hired, with the Company entitled to seek injunctive relief and additional damages for any loss of business or goodwill.
24. Referral Fees
If the Company facilitates introductions to investors, partners, or other third parties on behalf of the Client, and the Client enters into an agreement with such third party as a result of such introduction, the Client agrees to pay the Company a referral fee of 3% of the total value of that agreement, calculated based on the total contract value as determined by the Company, with payment due within 90 days of execution, unless otherwise specified in writing.
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, the Austrian Foreign Trade Act (Außenwirtschaftsgesetz), 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 Austrian authority (Federal Ministry for Digital and Economic Affairs) 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 Austrian 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 these laws and regulations, 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 terminate this agreement immediately, without liability, in the event of the Client's non-compliance with these export control obligations.
26. Ethics and Compliance
The Company is committed to conducting business ethically and in compliance with all applicable laws and regulations, and the Client agrees to use the Services in a manner consistent with such ethical standards and legal requirements, with the Company reserving the right to terminate for any unethical use, and the Client indemnifying the Company for any resulting claims or damages.
27. Feedback and Suggestions
Any feedback, suggestions, ideas, or other submissions provided by the Client to the Company regarding the Services shall be considered non-confidential and non-proprietary, and the Company shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such feedback without obligation or restriction of any kind, with the Client waiving any claims to compensation or intellectual property rights in such feedback.