Terms of Service

These terms and conditions (the “Terms”) apply to all sales and supply of products and systems (“Products”) and to the provision of all services, including any software supplied as a service (“Services”), by Qubitz, Blockchain And Software Development, Lda (“Qubitz”, “we”, “us”) to you (the “Client”), and form part of every Offer or Contract. They also apply to the use of this website at qubitz.eu. By accessing the website, submitting an order or accepting an Offer you accept these Terms.

“Contract” means any written agreement for the supply, distribution, sale or licensing of Products or Services between Qubitz and the Client, or any purchase order issued by the Client and accepted by Qubitz. “Offer” means any quotation, proposal or offer submitted by Qubitz to the Client.

0. Website use

Content on this website — text, graphics, logos, code, diagrams and documents — is owned by Qubitz or its licensors and is protected by copyright and other intellectual property laws. You may view and print pages for personal or internal business reference. You may not otherwise reproduce, modify, distribute or create derivative works without prior written permission.

You agree not to:

• use the website in a way that breaches applicable law or infringes the rights of others;
• attempt to gain unauthorised access to the website, its systems or any data it stores;
• introduce viruses, malware or other malicious code, or carry out denial-of-service or scraping activities;
• misuse any contact form or automated input (e.g. submitting false information or using bots).

Processing of personal data in connection with the website is described in our Privacy Policy. Use of cookies and similar technologies is described in the Cookie Policy.

1. Offer, Confirmation, Agreement

(a) These Terms apply to all supply and sale of Products and provision of Services by Qubitz to the Client and form part of every Offer or Contract. The Client's ordering of Products or Services constitutes acceptance of these Terms, which may have been updated at the date of the order.

(b) Products and Services may include software applications or mobile applications subject to additional terms (“Additional Terms of Use”) or software subject to End User Licence Agreements (“EULAs”), whether of Qubitz, an affiliate or a third party. Those Additional Terms of Use or EULAs will be made available with the software or the application and, unless stated otherwise, form an integral part of the Contract. Software is not sold but licensed under clause 10.

(c) In case of conflict or inconsistency between these Terms and the terms of any Contract or Offer, the Contract or Offer prevails. For software, applications or mobile applications, any Additional Terms of Use or applicable EULA prevails over these Terms.

(d) The expressions “agreed”, “consent”, “confirmed”, “accepted”, “informed”, “notified” or “notice”, and documents of similar meaning, are to be treated as being made “in writing” — meaning by hand, typewritten, printed or in electronic form, giving rise to a permanent record. “Includes” or “including” must be read without prejudice to the generality of the preceding words.

(e) All additional or different terms in any purchase order, general instruction, purchase terms or written communication from the Client constitute a material alteration of these Terms and are expressly rejected and of no effect. Commencing performance or shipment is not acceptance of any such terms. Neither course of dealing nor trade usage modifies these Terms.

(f) Qubitz may amend these Terms by publishing an updated version on its website. For any Contract or Offer, the version in force at the date of the Offer or the effective date of the Contract applies.

(g) Qubitz Offers are open for acceptance for the period stated therein or, if none is stated, for 30 consecutive days from the date of the Offer. Qubitz may amend, withdraw or revoke an Offer at any time prior to receipt of written acceptance. No order is considered final or accepted until confirmed by Qubitz.

(h) The Client is solely responsible for the accuracy of the order, including specification, configuration and other requirements of the Products and Services, their functionality, compatibility and interoperability with other products (not authorised by Qubitz), and fitness for a particular use. The Client warrants that the information provided to Qubitz is complete, accurate and true. Incomplete, inaccurate or untruthful information may impair Qubitz's ability to perform.

(i) Any catalogue, specification, price list or similar document produced by Qubitz is made available for convenience only and does not constitute an Offer. Qubitz believes such documentation is complete and correct at the date of publication but does not warrant it is error-free and accepts no liability for damage arising from errors in measurement, description or application recommendations.

(j) Products are supplied according to the standard models and sizes described in Qubitz catalogues or, for bespoke or made-to-order Products, according to Qubitz drawings and specification sheets. In case of conflict between the Client's order and a Qubitz drawing or specification sheet marked “approved”, the latter prevails.

(k) Assumptions, exclusions and qualifications stated by Qubitz in Offers, Contracts and other documents govern the Contract and are interpreted as forming part of it and as a guide to its execution.

(l) Whenever performance of the Contract depends on the Client's approval, confirmation or acceptance of a proposal, drawing, product or plan, the Client must act accordingly within the period set out in the Contract or, absent that, within 7 days of receipt of the Qubitz request. Otherwise, the Client is deemed to have approved, confirmed and accepted the proposal.

(m) If the Client resells Products or incorporates Products or Services into offers to its own customers, it must ensure that all such customers or end users comply with the obligations in this Contract and these Terms. In case of non-compliance, the Client will indemnify, defend and hold Qubitz and its affiliates, employees, directors, agents, workers, successors and assigns harmless from all losses, liabilities, costs (including legal costs) and expenses arising from or related to any such non-compliance.

2. Prices, Invoicing and Payment

(a) In consideration for the supply of Products or provision of Services, the Client will pay all prices and charges (“Prices”) set out in the Contract and this clause 2. Prices are expressed in Euros and, unless otherwise agreed, are based on “Ex Works” (latest INCOTERMS). Prices exclude taxes, duties or other administrative charges, present or future, including VAT or similar taxes, which Qubitz may apply or invoice separately.

(b) On notice to the Client, Qubitz may adjust the Prices of Products or Services not yet delivered or performed to reflect variations in individual costs in excess of 5%, including currency fluctuations, raw materials, manufacturing, distribution or labour. For Contracts extending beyond 12 months, Qubitz may adjust Prices from 1 April each year (i) to reflect the most recent change in the CPI index over the preceding 12 months, and (ii) to reflect USD/EUR variations above 5% since the date of the Offer.

(c) Any cancellation, delay or other change by the Client to a previously accepted purchase order requires Qubitz's prior acceptance, without prejudice to Qubitz's rights. If the Client requests a Change (partial cancellation, postponement, suspension, addition, omission, alteration, substitution or modification of design, quality, quantity, place or sequence of performance) or a Change results from changes in law, emergencies, incorrect or incomplete information from the Client, or the Client's non-compliance, the Client will reimburse Qubitz for all costs relating to that Change.

(d) Qubitz may invoice after shipment of Products or performance of Services. Qubitz may also require (i) payment on fixed dates; (ii) advance payment of part of the Price; and/or (iii) invoicing by phase, period or milestone. The Client will pay within 30 days of the invoice date. All payments are credited to the bank account designated by Qubitz. The Client will pay all amounts due in full, without set-off, exception, deduction or withholding (including taxes).

(e) On any failure to pay on the due date, without need for formal demand and in addition to any other rights or remedies, to the maximum extent permitted by law: (i) all amounts owed by the Client are deemed due and undisputed; (ii) the Client will pay default interest from the due date until full payment is received at the rate of 18% per year or the mandatorily applicable rate, whichever is higher, plus all collection costs, including legal fees; and (iii) Qubitz may cancel any credit granted to the Client, require additional guarantees, advance payments or deposits, impose conditional payment terms or accelerate payment of any outstanding debt.

(f) Qubitz may set off and deduct against any amount Qubitz (or any of its affiliates) owes the Client any amount the Client owes Qubitz, or against any advance payments or deposits made by the Client. Amounts in a different currency will be converted using a customary exchange rate.

3. Delivery of Products; Provision of Services

(a) Unless otherwise agreed, Products are supplied “Ex Works” (latest INCOTERMS). Qubitz will provide Services at the location(s) defined in the Contract. Dates communicated by Qubitz are approximate indications only; Qubitz is not liable for delay in delivery or performance, provided it uses commercially reasonable efforts to meet those dates. In the event of delay, the Client's sole and exclusive remedy is to revoke the purchase order for undelivered Products or Services.

(b) The Client must record any damage or shortfall on the transport documents upon receipt, following Qubitz or carrier instructions. Products delivered under the Contract are deemed accepted unless the Client notifies Qubitz of any non-conformity within 7 days of delivery. Use of a Product by the Client or its customers after delivery constitutes acceptance. Qubitz will correct non-conformities by repair, replacement parts, substitution or delivery of missing Products, or credit the price paid for undelivered Products.

(c) Minor non-conformities — those that do not prevent overall functioning or intended use — do not prevent or suspend acceptance and will be corrected within a reasonable time.

(d) Qubitz may make changes to design, materials, adjustments and finishes of Products, or to methods of work, communication systems, software or other elements of the Services and Documentation, provided such changes do not substantially affect operability. Unless expressly otherwise agreed, Qubitz does not warrant the availability, accuracy, completeness, reliability, timeliness or outcome of the Products and Services.

(e) The Client expressly acknowledges that certain features of the Products and Services may depend on the availability and functions of third-party service providers (energy, data storage, connectivity, communications). These are outside Qubitz's control and Qubitz has no liability for them.

(f) The Client is responsible for all information, requests, instructions, materials and actions provided or performed by the Client, or by third parties it engages (other than Qubitz's subcontractors). Qubitz may rely on the Client's information being correct and complete. On Qubitz's request, the Client will promptly provide any further information, service or support relevant to Qubitz's performance.

(g) Where a delay or interruption is not attributable to Qubitz or arises from a Change, Qubitz's performance deadlines will be adjusted accordingly and Qubitz will be entitled (in addition to cost increases under clause 2(c)) to reasonable indemnification for damages or costs incurred.

(h) If a Contract has (minimum) inventory requirements for Qubitz, the Client will, on request, purchase the Products held in inventory to meet those requirements.

4. Use of Products and Services

(a) The Client will use Products and Services only for their intended purpose and in accordance with all manuals, guidelines, warranty terms and other applicable terms and conditions, or instructions provided by Qubitz personnel, seconded or subcontracted (“Staff”). The Client will keep the site, site conditions and any equipment provided or used by Qubitz in good condition, repaired and operational, and protect it against damage and external influences.

(b) The Client will use, and ensure end users use, the relevant software applications, mobile applications and software in accordance with the applicable Additional Terms of Use or EULAs, and will keep a full backup copy of installed software where applicable. On a software error the Client will communicate the alerts or error messages and assist Qubitz in updating or replacing the software used under the Contract.

(c) The Client may not perform (or allow) any activity on equipment or software provided or used by Qubitz, except normal use according to specifications or with Qubitz's prior approval. Where an unauthorised action occurs, Qubitz may suspend Services until the equipment or software has been restored to its original state, charge the Client on the basis of a Change and, until confirmed, any warranty obligation of Qubitz will be void. Any modification to equipment or software owned by Qubitz (or its licensors) will be the exclusive property of Qubitz (or its licensors), even where the modification is executed by or for the Client.

(d) Unless expressly included in the Services, for any Services requiring remote connection to a system, the Client will, at its own cost and risk, provide a remote access system for Qubitz support personnel (or subcontractors) and make technically competent personnel available to assist Qubitz as reasonably needed. Where applicable, the Client authorises Qubitz to use its IT infrastructure to connect and share data with specific systems or services to perform the Services.

(e) Qubitz is not responsible for any shortfall in delivery, benefits or effects of its Products or Services resulting from: (i) the Client's non-compliance with the Contract; (ii) power failures or fluctuations; (iii) connectivity or communications outages; (iv) Force Majeure events or other unusual external influences; or (v) Changes.

5. Design Services; Documentation

(a) If part of the Services, Qubitz will provide design services in accordance with specifications agreed by the parties in writing. Unless otherwise agreed, all intellectual property rights (“IPR”, as defined in clause 10(a)) relating to design-services deliverables vest exclusively in Qubitz or its nominee. The Client may not use, publish, copy or disclose such deliverables without Qubitz's prior approval, which may be granted subject to conditions, including the payment of a reasonable fee.

(b) All documentation delivered by Qubitz in connection with the Products and Services — including user manuals, instructions, catalogues, specification sheets, data, drawings, schedules, designs, source code or any other documents in any format (“Documentation”) — remains Qubitz's property. Documentation is not sold but licensed under clause 10. Unless otherwise agreed, all IPR in Documentation is retained by Qubitz or its nominee. The Client will not use, publish, copy or disclose the Documentation except as permitted by these Terms.

6. Installation; Site Services

This clause applies whenever Qubitz (or its subcontractor) carries out construction, cabling or installation (“Installation” or “Install”) or other Services at a location owned or possessed by the Client.

(a) The Client is responsible for timely completion of preliminary works and site preparation. Before the agreed start of Installation or other site Services, the Client must: (i) prepare and maintain site conditions (including infrastructure); (ii) provide all necessary information, instructions, inspections, authorisations, approvals and permissions, and notify Qubitz of the location of cables, power lines, water pipes or similar, including plans describing physical characteristics, legal restrictions and the location of utility connections; (iii) grant access to the site (including traffic management where needed); and (iv) make available to Qubitz all materials, tools, structures and other facilities, and any other reasonable assistance, accurately and promptly, at no additional cost, in compliance with applicable law, including health, safety, electrical and construction rules.

(b) The Client must not call Qubitz to the site before the above obligations are met. If a waiting period exceeds 2 hours on a given day, Qubitz may reschedule and charge the Client a full day for the resources allocated that day. The Client will: (i) designate a fully qualified representative to support Qubitz during site works; (ii) provide utilities (gas, water, electricity, connectivity), heating and lighting required to perform the site Services; (iii) provide suitable lockable rooms for Staff (with sanitary facilities) and storage for materials, tools and instruments at or near the site; (iv) uninstall and remove materials replaced by the Products; and (v) accompany Qubitz during performance tests. On Qubitz's request, the Client will arrange temporary shutdown of site installations (including water supply).

(c) Once Installation is complete, Qubitz will notify the Client under the acceptance protocol agreed between the parties. Where no protocol has been agreed, the Client has 5 days after notification to inspect and test the Service configuration and the Products, and, consistently with clauses 3(b) and 3(c), to notify Qubitz of any Defect (as defined in clause 9(a)). After 5 days without notice, the Installation is deemed accepted. Qubitz will remedy notified Defects within a reasonable time, as set out in clause 9.

7. Risk and Title

(a) Risk of damage to or loss of the Products passes to the Client (i) upon delivery by Qubitz in accordance with the applicable INCOTERM, or (ii) where Qubitz installs the Products on site, unless otherwise agreed, upon delivery on site.

(b) Title to Products sold under the Contract passes to the Client only when Qubitz (or its financiers) has received full payment for those Products and, where the law permits, when Qubitz has received full payment of all other amounts owed by the Client under other contracts with Qubitz (or any of its affiliates). Until title passes, the Client (i) will not incorporate, transfer or create encumbrances over any Products, nor grant rights or title to third parties, except in the ordinary course of business against payment or under retention of title; and (ii) will ensure the Products remain identified as Qubitz's property. On the Client's default, Qubitz may require, at the Client's cost (including de-installation), the return of all Products whose title has not yet passed, and the Client will fully cooperate to enable Qubitz (or its representative) to recover them, granting free access to the site and any other equipment provided or used by Qubitz in performing the Services.

8. Force Majeure

Qubitz will not be liable for any failure resulting from a Force Majeure event. Qubitz's performance is suspended while the event continues. “Force Majeure” means any circumstance or occurrence beyond Qubitz's reasonable control, whether or not foreseeable at the date of the Contract, that makes it unreasonable to require Qubitz to perform, including, without limitation, acts of God, natural disasters (earthquakes, lightning, hurricanes, typhoons, floods, volcanic activity or extreme weather), strikes, lockouts, war, terrorism, political instability, civil unrest, riots, sabotage, vandalism, industry-wide supply shortages, breakdowns in facilities or machinery, power failures, cyberattacks and piracy, or non-performance by Qubitz's suppliers or by any third parties on which the Services depend (including connectivity and communications). If the Force Majeure continues, or Qubitz reasonably expects it to continue, for 3 consecutive months, Qubitz may terminate the Contract in whole or in part without incurring liability to the Client.

9. Limited Warranty and Disclaimer

(a) In most cases, Qubitz Products are sold subject to a standard limited warranty, either accompanying the product or published on the Qubitz website, as the product's standard warranty (the “Product Standard Warranty”). For Products sold without a Product Standard Warranty, Qubitz warrants that the Products will be free from Defects for a period of 1 year from delivery to the Client. For Services performed by Qubitz, Qubitz warrants that for 30 days from performance the Services will be free from Defects (for Installation, the 30-day warranty begins after acceptance under clause 6(c)). “Defect” (or “Defective”) means, in respect of a Product and considering its overall performance, a defect in materials or workmanship that prevents it from functioning according to Qubitz specifications and, in respect of Services, a Service not performed competently and diligently.

(b) Unless otherwise agreed, Qubitz offers no warranty for third-party products, other Qubitz-owned brands, third-party software, applications and services, or bespoke products.

(c) The Client acknowledges that EULAs or Additional Terms of Use may limit software warranty periods (including for web or mobile applications).

(d) For a valid warranty claim, the Client must notify Qubitz promptly of the alleged Defective Products or Services before the warranty expires. If Qubitz determines, in its sole discretion, that a claim is valid, Qubitz will, within a reasonable time and at its option, repair, provide replacement Products for Defective Products, or correct or complete the Defective Services. If, despite reasonable efforts, Qubitz cannot repair or replace a Defective Product or correct or complete the Defective Services, Qubitz will reimburse or credit the amount paid for those Defective Products or Services. Repairs, replacements or corrective measures do not extend or renew the applicable warranty period. The Client must obtain Qubitz's consent to the specifications of any test intended to determine the existence of a Defect. Replacement Products may have minor deviations in design or specifications, provided operability is not affected. For Products replaced or credited, Qubitz may, at its sole discretion, claim title to them, request return, or direct destruction at the Client's expense.

(e) The Client bears the access costs allowing Qubitz to perform warranty work, including removal and replacement of systems, structures or other parts of the Client's equipment, de-installation of Defective Products and reinstallation of replacements. The Client must not return Products to Qubitz without its consent and only in accordance with Qubitz's return policies. If Qubitz determines the claim is invalid, the Client bears Qubitz's handling, testing and transport costs.

(f) Any Qubitz indemnity or warranty obligation is conditional on (i) correct storage, installation, use, operation and maintenance of the Products in accordance with the user manuals, warranty policies and other instructions; (ii) accurate and complete records by the Client of operation and maintenance activities during the warranty period, with Qubitz's access to those records; and (iii) modification or repair of Products or Services only where authorised by Qubitz. Non-compliance voids the warranty. Qubitz is not liable for normal wear and tear or environmental or stress testing. The warranty under this clause does not apply to damage or failure resulting from Force Majeure, misuse, abnormal use, incorrect power supply, voltage surges or fluctuations, corrosive environments, negligence, exposure, or any use or installation in breach of Qubitz instructions or restrictions, or any applicable standard or code.

(g) Qubitz's indemnity and warranty obligations under a Contract do not, on their own, establish any obligation to third parties or the public. No provision of a Contract will be construed as giving rise to an obligation, standard of care or liability to persons or third parties.

(h) Where a recall, adaptation, upgrade or other corrective measure is required in relation to a Product, the Client will fully cooperate and provide the assistance requested by Qubitz. The Client will keep rigorous records to allow traceability of the Products in the event of a Product recall or any other remediation.

(i) Without prejudice to the exclusions and limitations set out in the Contract and applicable law, clauses 9, 11 and 12(b), (c) and (d) state Qubitz's and its affiliates' entire liability in relation to Defective Products or Services, regardless of the circumstances in which the Defect arises and whether the claim is based in contract, warranty, indemnity, tort, non-contractual liability (including negligence), strict liability or otherwise, and even if it extends directly to the Client and not to third parties, including the Client's customers, representatives or agents. Qubitz expressly disclaims any other warranties, express or implied, including any warranty of non-infringement or the implied warranties of merchantability or fitness for a particular purpose. A principal purpose of the limited and exclusive liability and remedies in the warranty is the allocation of risk between Qubitz and the Client, which is reflected in the Prices.

10. Rights in Software, Documentation and Intellectual Property

(a) Subject to the Client's compliance with its obligations under the Contract and these Terms, the supply of Products and/or Services (including embedded software) includes a limited, non-transferable and non-exclusive licence (without right to sublicense) granted to the Client under any of Qubitz's IPR — “IPR” meaning patents, utility models, registered and unregistered designs, copyrights, database rights, trade marks, domain names, trade secrets, know-how, rights over semiconductor topographies and all registrations, applications, renewals, extensions, combinations, divisions, continuations or republications of the foregoing — to the limited extent such IPR is embedded or integrated in the Products or Services purchased, to use or resell the Products (including Documentation) as sold by Qubitz and, for Services, to use the Services (including Documentation) during the term of the Contract and in accordance with the applicable Services description. No IPR is granted to the Client or third parties beyond what is expressly provided in the Contract or these Terms.

(b) In respect of any (embedded) software or other applications provided to the Client, the Client must not, and must not permit third parties to: (i) copy, reproduce, distribute, modify, adapt, alter, translate or create derivative works of the software or applications; (ii) assign, sublicense, lease, rent, lend, transfer, disclose or otherwise make available the software or derivative works; (iii) combine or embed the software in other software; (iv) reverse-engineer, decompile or disassemble the software, or otherwise attempt to obtain its source code or algorithmic nature, or decode, decrypt or defeat any security measure, remove or bypass software protection without Qubitz's authorisation, unless expressly permitted by applicable law; or (v) perform any action that would require the software or a derivative work to be licensed under open-source terms, including by combining it with open-source software or by using open-source software to create a derivative work. “Open-Source Software” means any software licensed under open-source terms that require, as a condition of use, modification or distribution of a work: (1) making available the source code or other materials preferred for modification; (2) granting permission to create derivative works; (3) reproducing certain notices or licence terms in derivative works; or (4) granting a royalty-free licence to any third party under IPR covering the work or any combined, required or derivative work.

(c) The Client acknowledges that third parties may own or hold IPR related to the Products or Services. The Client will reproduce, without correction or alteration, all Qubitz or third-party supplier proprietary notices in any software or documentation supplied by Qubitz.

(d) Qubitz may freely use ideas, suggestions, feedback or recommendations about the Products or Services provided by the Client (“Feedback”) without royalty or other compensation. Qubitz owns all IPR in the Feedback. Qubitz is entitled to use the outputs, Products and creations resulting from the provision of the Services for its own advertising or promotional purposes.

11. Indemnity for Infringement of Intellectual Property Rights

(a) The Client will promptly notify Qubitz of any third-party claim alleging that Products or Services supplied by Qubitz infringe third-party IPR. On receipt of such a notice, Qubitz may, at its option and expense: (i) seek to obtain for the Client the right to continue using the Products or Services; (ii) provide a non-infringing replacement with equivalent functionality; (iii) modify the Product so that it no longer infringes; (iv) correct the Service; or (v) reimburse or credit the amount paid for that Product or Service.

(b) If the claim under clause 11(a) results in litigation, the Client will grant Qubitz full authority, at its decision and expense, to settle or defend the claim. The Client will provide Qubitz with any assistance Qubitz reasonably requires for the defence. The Client will not enter into any settlement or incur costs or expenses on Qubitz's behalf without Qubitz's prior written consent.

(c) Subject to clauses 11 and 12, Qubitz will reimburse the Client the amounts set out in a final non-appealable judgment for damages issued by a court of competent jurisdiction, on a finding that a Product or Service supplied under the Contract directly infringes third-party IPR, provided the infringement is directly and exclusively attributable to the Client's use of the Products or Services as supplied by Qubitz under the Contract.

(d) Notwithstanding any provision to the contrary, Qubitz is not liable, and the obligations in this clause 11 do not apply, where: (i) the alleged infringement arises from compliance with the Client's design, plans, specifications or instructions; (ii) any Product, delivery or Service is used in a manner other than as specified, or the claim is based on or arises from a modification or adaptation by the Client; (iii) any third-party IPR covers any assembly, circuit, combination, method or process in manufacturing, testing or application in which the Products or Services may have been used; or (iv) any alleged infringement arises from compliance with an applicable industry standard.

(e) In respect of any infringement claim under clause 11(d), the Client will fully indemnify Qubitz against any award of damages for the infringement and will reimburse all costs incurred by Qubitz in defending any action, provided Qubitz gives the Client written notice of the action and, if requested, full authority to conduct the defence.

(f) On receipt of a notice of third-party IPR infringement regarding Products or Services supplied or to be supplied under a Contract, Qubitz may, to limit or avoid liability, terminate the Contract, suspend or interrupt supply of all or part of the Products or Services indicated in the notice, without incurring any obligation to the Client for that termination, suspension or interruption.

(g) Subject to the exclusions and limitations in clause 12, the foregoing states Qubitz's entire liability for infringement of third-party IPR in connection with the supply of Products or Services.

12. Limitation of Liability

(a) Qubitz's and its affiliates' liability for any claim arising out of or in connection with the supply of Products or provision of Services to the Client, or under a Contract, including any indemnities, penalties, sanctions or compensation (“Claims”), will not exceed a maximum aggregate amount (the “Liability Cap”) of: (i) 10% of the total Price paid by the Client for the Products or Services to which the Claims relate; or (ii) € 2 000 000, whichever is lower. For Services provided in phases, periods or milestones (“Milestones”), the Liability Cap is limited to 10% of the total Price corresponding to the relevant phase, period or Milestone for all Claims arising from it.

(b) Qubitz will not be liable in any circumstances for lost profits, lost savings, loss of information, loss of reputation, loss of goodwill, or indirect, incidental, punitive, special or consequential damages, whether arising in tort, warranty, contract or other legal basis, even if Qubitz has been advised of the possibility of such damages.

(c) To be valid, a Claim must be notified to Qubitz within 30 days of the event giving rise to the Claim, and any court action must be brought within 1 year of the notice. Claims not made within these time limits are null and void.

(d) The limitations and exclusions of liability apply only to the extent permitted by applicable mandatory law.

13. Confidentiality

The Client will keep confidential all technical, commercial and financial information, including any Offer and (pricing) terms, and any other data disclosed by Qubitz and any Feedback, and will not disclose that information to third parties or use it for purposes other than those agreed by the parties in relation to the Offer or Contract.

14. Export / Import Controls

(a) Certain Qubitz transactions may be subject to export or import control laws and regulations that prohibit or restrict the (re)export or transfer of certain items to certain countries, entities or individuals, such as those of the United Nations, the European Union and the United States (the “Export Regulations”). Re-export or transfer of Products or Services, as well as technical assistance, training, investment, financial assistance, financing, brokering and licensing of technology, are subject in all respects to the applicable Export Regulations and the jurisdiction of the competent authorities. If such re-export or transfer requires an export or import licence, or is otherwise restricted or prohibited by the Export Regulations, Qubitz may, at its sole discretion, suspend its obligations to the Client until the licence is granted or during the restrictions or prohibitions, or terminate the Contract (or the relevant part) without incurring any obligation.

(b) The Client must impose all export control restrictions on third parties where Products or Services are re-exported or transferred. On Qubitz's request and where required by the applicable Export Regulations, the Client will inform Qubitz of any re-export or transfer of Products to comply with the Export Regulations and any other regulatory responsibility relating to the sale of the Products, including traceability requirements applicable to Qubitz. The Client will not provide any statement or certification in support of restrictive trade practices or boycotts.

15. Assignment and Set-Off

(a) The Client may not assign its contractual position or any rights or obligations under the Contract without Qubitz's prior consent.

(b) Qubitz reserves the right to delegate, assign, sell, novate or subcontract, in whole or in part, its obligations and rights (including receivables and collection rights) under a Contract to any of its affiliates or third parties without the Client's prior consent. Where such consent is required by applicable law, it is given by this instrument and the Client will cooperate with Qubitz, including by providing relevant information, signing documents and making payments to accounts or third parties as directed by Qubitz.

16. Legal Compliance; Anti-Corruption

(a) The Client will at all times comply with all applicable laws and take all reasonable measures to ensure that its business partners likewise comply with all applicable local and international laws and regulations, including anti-corruption laws and the Export Regulations. The Client will conduct its business honestly and will not resort to corrupt practices.

(b) If Qubitz receives indications of a breach of the obligation in paragraph (a), the Client will cooperate and provide Qubitz with all information necessary for Qubitz to determine whether there is any basis for the allegations; where confirmed, clause 18 applies.

17. Health and Safety

(a) The parties will comply with all applicable laws, rules and regulations regarding worker and public health and safety. The Client will ensure that its employees, agents, contractors or subcontractors provide safe working environments to the Staff and other representatives, and will take all measures required by law to prevent work accidents and ensure on-site Staff health and safety. The Client will inform the Staff in good time of necessary safety precautions and advise Qubitz on all applicable health, safety and environmental procedures and requirements specific to the site. Qubitz has the right, but not the obligation, to periodically review and inspect site conditions, procedures and documentation relating to health, safety and environment.

(b) The Client will ensure there are no hazardous materials at the site. If hazardous materials are present, the Client will handle, and ensure its employees, agents, contractors and subcontractors handle, those materials appropriately and, where necessary, at its own cost, arrange for their removal and disposal. If, in Qubitz's reasonable opinion, the health, safety or security of the Staff or site is or may be at risk due to security risks, acts or threats of terrorism, presence or threat of exposure to hazardous materials or unsafe working conditions, Qubitz may, in addition to other rights and remedies, remove all or some of the Staff from the site (with the Client's reasonable assistance), suspend performance of all or part of the Contract, or perform or supervise the Services remotely (where possible), without incurring additional obligations to the Client.

(c) Site conditions that differ substantially from those disclosed by the Client, or previously unknown physical conditions that differ substantially from those commonly encountered and recognised as inherent to the type of work contemplated by the Contract, will be treated as a Change.

18. Default; Suspension; Termination

(a) Where (i) the Client breaches any provision of the Contract or these Terms, including failure to pay any amount when due; (ii) in Qubitz's reasonable opinion, the Client's financial position (or a significant change thereof) is likely to affect the Client's ability to perform its obligations under the Contract; (iii) any insolvency, bankruptcy (including recovery), winding-up or dissolution proceedings have been initiated against the Client (voluntary or involuntary), an administrator has been appointed over the Client's assets or an assignment for the benefit of creditors has been made; (iv) the Client ceases, or threatens to cease, continuing its business; or (v) there are changes in the Client's control or ownership, Qubitz may declare all outstanding amounts owed by the Client immediately due and payable, and may set off against amounts owed to the Client (including any advance payments or deposits) against amounts due under clause 18(b). Qubitz may also, at its sole discretion, on notice to the Client with immediate effect, suspend or terminate any performance (including production, delivery, installation and ordering of Products, warranty obligations and provision of Services) or terminate the Contract in whole or in part, without any liability, or suspend or cancel any credit terms offered to the Client. Qubitz may only exercise the right to terminate under this clause if, in respect of an event in (i) which is remediable, the Client fails to cure the breach within 14 days, or in respect of an event in (ii), the Client fails to provide Qubitz with a bank guarantee or other form of security satisfactory to Qubitz within 14 days.

(b) The Client will indemnify, defend and hold harmless Qubitz, its affiliates and their employees, directors, agents, workers, successors and assigns from any losses (including loss of profits or business), liabilities, costs (including legal fees and costs incurred on work-in-progress) and expenses arising from or in connection with any of the following: (i) a breach by the Client of any provision of this Contract or these Terms, or the occurrence of any of the events set out in clause 18(a); (ii) any third-party claim for losses, damages, injury or death caused or allegedly caused by the negligent use, application or installation of Products, or caused by any modification of the Product or integration of the Product into other products by the Client or its partners, contractors, agents, affiliates and customers to whom it sold the Product, where not authorised by Qubitz; or (iii) the Client's breach of clause 7(b), where costs include all full replacement costs of products, systems or other equipment.

(c) On (early) termination or expiry of a Contract (i) all rights and licences granted to the Client under that Contract cease immediately; (ii) the Client will return, delete (including from all hard drives and memories) or destroy (appointing a responsible person to certify the destruction) all disclosed information under clause 13, including software not embedded in Products and all copies; (iii) return to Qubitz, at the Client's expense, all Products in respect of which title has not passed to the Client (under clause 7) and all other products, systems or equipment used by Qubitz in providing the Services; and (iv) all reasonable costs and expenses incurred by Qubitz (including reasonable profit) in connection with work carried out before such termination will be treated as due, payable and non-refundable.

(d) If a Contract is suspended for more than 2 months, clause 18(c)(iv) also applies to any activities relating to work carried out by or for Qubitz before the suspension.

(e) Qubitz's rights under this clause 18 are in addition to any other rights and remedies Qubitz may have at law or in equity. Provisions intended to survive termination will survive. Termination does not affect rights accrued up to the date of termination.

19. Governing Law and Jurisdiction

(a) The laws of Portugal govern all Contracts, Offers and these Terms, excluding conflict-of-laws rules. Any action or legal proceedings arising out of or in connection with a Contract, an Offer or these Terms that cannot be resolved through good-faith negotiations within 30 days of written notice of the dispute by any party will be submitted to the exclusive jurisdiction of the courts of Portugal, provided that Qubitz may always bring proceedings in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(b) Nothing in this clause 19 limits a party's right under applicable law to seek injunctive relief or other equitable remedies, to bring proceedings to safeguard its right of recourse against the other party, or to bring proceedings in respect of any unpaid amount due within the stipulated time limits.

20. Privacy and Data Use

(a) Each party will comply with all applicable data protection laws. Unless otherwise agreed, Qubitz (or its subcontractors) will not process information relating to identified or identifiable natural persons (“Personal Data”) for the Client or on the Client's behalf. Where Qubitz processes Personal Data as part of its legitimate business purposes, it will do so in accordance with its Privacy Policy.

(b) The Client acknowledges and accepts that Qubitz and its affiliates (or their subcontractors) may collect information and data generated from the Products and Services (including any product, service or system supplied with the Product or Service) or during their use (“Usage Data”). Qubitz has the right to use Usage Data, free of charge, at any time during the term of the Contract and thereafter, at its discretion, for any purpose, including aggregating or compiling the Usage Data with other data, creating IPR or derivative works, modifying or adapting the Usage Data to provide, maintain and improve products and services, and developing new products, features or services. Qubitz will ensure that the use of Usage Data excludes all Personal Data and any other data allowing the identification of the Client, company or organisation.

21. Miscellaneous

(a) The invalidity or unenforceability of any provision of these Terms or of the Contract does not affect the validity or enforceability of the remaining provisions, which continue in full force and effect. Invalid or unenforceable provisions will be replaced with valid provisions that, as far as possible, approximate the underlying purpose of the invalid provision.

(b) On reasonable notice, the Client will assist Qubitz in verifying the Client's compliance with the Contract.

(c) Qubitz's rights under these Terms are without prejudice to the rights or remedies it may have under the Contract, these Terms or at law or in equity. The Client acknowledges that Qubitz, Blockchain And Software Development, Lda and any of its affiliates are intended third-party beneficiaries of all rights under the Contract and may enforce those provisions, including these Terms, where applicable.

(d) Any failure or delay by a party to enforce any provision of these Terms or of a Contract does not constitute a waiver of that provision or of the right to enforce it.

(e) The terms of a Contract (including these Terms and any other terms and conditions forming part of it) set out the entire understanding and agreement of the parties regarding the sale of Products and provision of Services covered by the Contract, and supersede any prior promises, agreements, representations, undertakings or arrangements, whether oral or written, between Qubitz and the Client regarding the same subject matter. The parties expressly acknowledge that, in entering into a Contract, no representations other than those set out in the Contract have been assumed. No amendment to a Contract is binding on either party unless made in writing and signed by an authorised representative of each party.

(f) Prices and terms are subject to correction of typographical or clerical errors.

Contact

Questions about these Terms can be sent to [email protected].

Qubitz, Blockchain And Software Development, Lda — NIF 516946900 — Rua Alfredo Allen 455/461, 4200-135 Porto, Portugal.