Terms and Conditions of Sale (TCS)

Last updated: 2026.01.01

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Company name: Quanta AI | Address: 2017 Boudry, NE, Switzerland

1. Purpose and Scope

These GTCS govern the sale of consulting services, technological integration, provision of artificial intelligence agents, and the licensing/operation of software (including SaaS) provided by Quanta AI Sàrl (hereinafter “Quanta AI”) to professional clients.

2. Definitions

“Services”: all AI-related services provided by Quanta AI.
“Software”: software component provided under license or SaaS model.
“Client”: legal or natural person contracting with Quanta AI.
“Subcontractor”: third-party provider acting for Quanta AI (e.g., Microsoft Azure).

3. Order, Offer, and Contract Formation

Any commercial proposal from Quanta AI is non-binding until written confirmation. The contract is formed upon signature of the offer, written acceptance (including electronic), or the effective start of Services by Quanta AI according to a validated order.

4. Prices, Taxes, and Billing

Prices are exclusive of VAT and applicable taxes, invoiced according to price lists or the offer. Additional costs (travel, third-party licenses, cloud resources) are invoiced separately if not included. Prices may be indexed annually; any change will be notified at least 30 days in advance.

5. Payment Terms

Unless otherwise agreed, invoices are payable within 30 days net, without discount. In case of delay, statutory interest and reminder fees may apply. Quanta AI may suspend Services until payment is received. Deposits may be required for projects or licenses.

6. Client Obligations

The Client shall provide necessary information, access, and approvals, as well as licenses and authorizations for third-party technologies. The Client guarantees the legality of data and processing performed through the Services.

7. Intellectual Property and License

Quanta AI retains all intellectual property rights on Software, models, and developed artifacts, unless expressly transferred. A non-exclusive, non-transferable license is granted for the duration of the contract and under its terms. Specific deliverables may be assigned or licensed as per the offer.

8. Confidentiality and Trade Secrets

Each party undertakes to keep confidential any non-public information received from the other for 5 years after contract termination, subject to legal obligations. Obligations regarding personal data are governed by the Data Protection clause.

9. Data Protection (FADP/GDPR)

Quanta AI acts as a processor for personal data processed on behalf of the Client, except where Quanta AI determines its own purposes and means (then acting as controller). Quanta AI implements appropriate technical and organizational measures and, where applicable, enters into a Data Processing Agreement (DPA). Cross-border data transfers comply with Swiss FADP and GDPR, notably through standard contractual clauses, binding corporate rules, or recognized mechanisms. Subcontractors (e.g., Microsoft Azure) are governed by compliant and audited contracts.

10. Subcontracting and Third-Party Providers

The Client acknowledges and accepts the use of technological subcontractors, including cloud infrastructure providers such as Microsoft Azure, under their standard terms. Quanta AI remains responsible to the Client for proper performance of subcontracted services within the contractual limits of these providers.

11. Warranty – Services and Software

Quanta AI provides Services diligently and according to industry standards. Software is provided “as is” with reasonable updates. Quanta AI does not guarantee complete absence of errors nor suitability of AI results for a specific purpose; the Client remains responsible for human validation of decisions.

12. Liability and Limitations

Quanta AI’s liability is limited to direct damages up to the amounts invoiced during the last 12 months for the relevant Service. Quanta AI excludes indirect and consequential damages (loss of profit, data, business interruption), except in cases of willful misconduct or gross negligence. No exclusion applies to bodily harm or mandatory legal obligations.

13. Force Majeure

Neither party is liable for delays or failures due to force majeure (e.g., widespread network outages, disasters, conflicts, governmental acts). The affected party shall notify the other and strive to mitigate effects.

14. Term, Termination, and Effects

Fixed-term contracts end upon expiry; indefinite contracts may be terminated with 60 days’ notice. Quanta AI may terminate for material breach after a 30-day cure period. Upon termination, access is revoked; upon request, Quanta AI shall return or delete data within agreed timelines.

15. Governing Law and Jurisdiction

The contract is governed by Swiss law. Legal venue is at Quanta AI’s registered office (canton of Neuchâtel), subject to mandatory provisions.

In case of any discrepancy between language versions, the French version shall prevail.