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STANDARD TERMS AND CONDITIONS OF SALE

These Standard Terms and Conditions of Sale (“Terms”) govern the sale and provision of products, software development, website development, implementation, integration, configuration, customization, consulting, technical support, and other technology-related services provided by QuantGlobe (“QuantGlobe,” “QG,” “we,” “us,” or “our”) to the customer (“Client”).

By accepting a quotation, proposal, order, statement of work, invoice, or other agreement referencing these Terms, or by authorizing QuantGlobe to begin work, the Client agrees to be bound by these Terms.

1. Scope of Services

QuantGlobe provides technology products and services that may include, but are not limited to:

  • Custom software development

  • Website design and development

  • ERP, CRM, POS, and business software implementation

  • Software configuration and customization

  • API and third-party system integrations

  • Payment system and payment terminal integrations

  • Mobile and web application development

  • Data migration and system setup

  • Technical consulting

  • Maintenance and technical support

  • Hardware configuration and integration

  • Training and implementation assistance

The specific scope, features, deliverables, pricing, and timeline for each project will be defined in the applicable quotation, proposal, statement of work, order, invoice, or other written agreement.

2. Quotations and Acceptance

Unless otherwise stated, quotations and proposals issued by QuantGlobe are valid for thirty (30) days from the date of issuance.

A quotation, proposal, or project may be considered accepted when the Client:

  • signs or electronically accepts the quotation or agreement;

  • makes a required deposit or payment;

  • provides written authorization to begin work; or

  • otherwise instructs QuantGlobe to proceed with the project.

The Client's own purchasing terms, standard terms, or similar documents will not override these Terms unless QuantGlobe expressly agrees to such changes in writing.

3. Pricing and Payment

Invoices are payable according to the payment terms stated on the applicable quotation, invoice, order, or agreement.

Unless otherwise agreed in writing, QuantGlobe may require an advance payment or deposit before beginning work.

Payments already made for work that has been performed, resources that have been allocated, licenses or equipment that have been ordered, or project expenses that have been incurred are non-refundable unless otherwise agreed in writing.

QuantGlobe may suspend development, implementation, technical support, system access, delivery of completed work, or other services if an invoice becomes overdue.

Any undisputed amount not paid by its due date may be subject to late-payment charges to the extent permitted by applicable law.

The Client will be responsible for reasonable collection costs, legal expenses, and other costs incurred by QuantGlobe in collecting overdue amounts where permitted by law.

4. Taxes

Prices do not include applicable sales taxes, use taxes, duties, withholding taxes, or other governmental charges unless expressly stated otherwise.

The Client is responsible for all taxes and governmental charges associated with the purchase of QuantGlobe's products or services, except taxes imposed directly on QuantGlobe's net income.

If the Client is required by law to withhold taxes from any payment, the Client remains responsible for ensuring that QuantGlobe receives the full amount invoiced unless otherwise required by applicable law or agreed in writing.

5. Project Scope and Change Requests

QuantGlobe will perform work according to the agreed project scope.

Any feature, integration, modification, redesign, functionality, migration, report, customization, or other work that falls outside the agreed scope may be treated as additional work.

QuantGlobe may provide a separate quotation, revised estimate, or change order before completing additional work.

Changes requested by the Client may affect the original project price, completion date, technical requirements, or implementation schedule.

6. Client Responsibilities

The Client agrees to provide QuantGlobe with timely access to all information, systems, credentials, content, hardware, third-party accounts, documentation, approvals, personnel, and other resources reasonably necessary to perform the services.

The Client is responsible for ensuring that information and materials supplied to QuantGlobe are accurate and that the Client has the legal right to provide and use them.

Project schedules may be extended when delays result from missing information, delayed approvals, unavailable Client personnel, third-party delays, or other circumstances outside QuantGlobe's reasonable control.

7. Development and Delivery

QuantGlobe will use commercially reasonable efforts to complete services and deliverables according to mutually agreed schedules.

Unless expressly identified as a guaranteed deadline in a written agreement, project dates and completion estimates are estimates and may change because of technical complexity, Client-requested changes, third-party dependencies, testing requirements, unavailable information, or circumstances outside QuantGlobe's reasonable control.

QuantGlobe does not guarantee that every third-party system, API, payment processor, device, application, or service will remain compatible with a delivered solution indefinitely.

8. Testing and Acceptance

The Client is responsible for reviewing and testing delivered software, websites, configurations, integrations, and other deliverables.

Unless otherwise specified in writing, the Client should notify QuantGlobe of material defects within fourteen (14) days after delivery or deployment.

The Client should provide enough information for QuantGlobe to reproduce and investigate the reported issue.

A deliverable may be considered accepted when:

  • the Client confirms acceptance;

  • the Client begins using the deliverable in normal business operations;

  • the deliverable is deployed to production at the Client's request; or

  • the applicable review period expires without notification of a material defect.

9. Software Bugs and Warranty

Software may contain defects or require adjustments after deployment.

During any warranty or correction period specifically included in the applicable agreement, QuantGlobe will use commercially reasonable efforts to correct reproducible defects that cause the delivered system to materially fail to operate according to the agreed scope.

The warranty does not cover problems caused by:

  • modifications made by the Client or another third party;

  • unsupported hardware or software;

  • third-party applications or services;

  • changes to third-party APIs;

  • operating system or browser updates;

  • network or internet failures;

  • malware or cybersecurity incidents outside QuantGlobe's control;

  • incorrect use of the system;

  • incorrect data entered by the Client;

  • unauthorized configuration changes; or

  • functionality that was not included in the agreed project scope.

10. Third-Party Products and Services

Some QuantGlobe solutions may integrate with or depend upon third-party products and services, including payment processors, financial institutions, APIs, cloud platforms, telecommunications services, application stores, hardware manufacturers, software vendors, and other external providers.

These third-party products and services are governed by their own terms, policies, availability, pricing, and technical requirements.

QuantGlobe is not responsible for outages, pricing changes, API changes, discontinued services, account suspensions, policy changes, defects, security incidents, or other actions of third-party providers that are outside QuantGlobe's reasonable control.

Additional work required because of a third-party provider changing its software, API, requirements, or policies may be treated as additional work.

11. Payment Processing Integrations

Where QuantGlobe integrates software with a payment processor, payment gateway, acquiring bank, terminal, or other financial service, QuantGlobe provides the technical integration only unless expressly agreed otherwise.

QuantGlobe does not control:

  • transaction approvals or declines;

  • payment processor fees;

  • chargebacks;

  • settlements;

  • banking delays;

  • funding schedules;

  • account holds;

  • underwriting decisions; or

  • payment processor policies.

The Client is responsible for maintaining its merchant accounts and complying with the applicable payment provider's agreements and requirements.

12. Data and Backups

The Client remains responsible for the accuracy, legality, and ownership of its business data.

Unless backup or data-management services are expressly included in the applicable agreement, the Client is responsible for maintaining appropriate backups of its data and systems.

Before requesting migration, modification, deletion, upgrade, or other significant changes to a production system, the Client should maintain an appropriate backup of important business information.

QuantGlobe will use commercially reasonable care when working with Client systems but cannot guarantee against every possible loss or corruption of data.

13. Intellectual Property

Unless otherwise stated in a separate written agreement, the Client retains ownership of materials, trademarks, logos, text, data, images, and other content supplied by the Client.

Upon full payment of all amounts relating to a custom project, ownership or usage rights for custom deliverables specifically created for the Client will be determined according to the applicable proposal, statement of work, or agreement.

QuantGlobe retains ownership of its pre-existing intellectual property, including reusable software components, libraries, development tools, frameworks, methodologies, templates, utilities, know-how, documentation, and other technology developed independently of the Client's project.

Nothing in a Client project transfers ownership of QuantGlobe's pre-existing intellectual property unless expressly stated in writing.

14. Open-Source and Third-Party Software

Solutions provided by QuantGlobe may contain or interact with open-source software and third-party software.

Such software remains subject to its applicable license terms.

Nothing in these Terms is intended to restrict rights granted under an applicable open-source software license.

15. Confidentiality

Each party may receive confidential or proprietary information belonging to the other party.

Each party agrees to use reasonable measures to protect confidential information and to use such information only as necessary to perform or receive the contracted services.

Confidential information does not include information that:

  • is publicly available through no breach of these Terms;

  • was lawfully known before disclosure;

  • is independently developed without use of the confidential information; or

  • is lawfully obtained from another source without a confidentiality obligation.

16. Security

QuantGlobe will use commercially reasonable practices when accessing Client systems and handling Client information.

However, no computer system, network, website, application, transmission method, or storage system can be guaranteed to be completely secure.

The Client is responsible for maintaining appropriate account security, passwords, user permissions, endpoint security, internal access controls, and security practices within systems under the Client's control.

The Client must promptly notify QuantGlobe if it becomes aware of compromised credentials or unauthorized access involving systems to which QuantGlobe has been granted access.

17. Support and Maintenance

Support, maintenance, updates, enhancements, monitoring, or ongoing technical assistance are included only when expressly identified in the applicable quotation, agreement, or service arrangement.

Completion of a development or implementation project does not automatically create an obligation for QuantGlobe to provide unlimited future maintenance, customization, support, upgrades, or modifications.

Work requested after completion of the agreed project scope may be quoted separately.

18. Suspension or Termination

QuantGlobe may suspend or terminate services when:

  • invoices remain unpaid;

  • the Client materially breaches an agreement;

  • continued service would violate applicable law;

  • the Client engages in fraudulent or abusive activity;

  • continued access presents a material cybersecurity risk; or

  • the Client uses QuantGlobe's services in an unlawful manner.

The Client remains responsible for amounts due for work performed, products supplied, commitments made, and expenses incurred before termination.

19. Limitation of Liability

To the maximum extent permitted by applicable law, QuantGlobe will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, revenue, customers, business opportunities, goodwill, or data, arising from the use or inability to use products or services supplied by QuantGlobe.

To the maximum extent permitted by law, QuantGlobe's aggregate liability relating to a particular project, product, or service will not exceed the amount actually paid by the Client to QuantGlobe for the specific product or service giving rise to the claim.

Nothing in these Terms excludes liability that cannot legally be excluded or limited.

20. Force Majeure

QuantGlobe will not be responsible for delays or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil disturbances, labor disruptions, internet outages, power failures, government actions, telecommunications failures, cybersecurity events, supply-chain disruptions, or failures of third-party infrastructure or service providers.

21. Claims and Disputes

The Client should notify QuantGlobe promptly after discovering any material issue relating to products or services provided by QuantGlobe.

The parties agree to make reasonable efforts to resolve disputes through good-faith discussion before initiating formal legal proceedings.

Failure to immediately enforce any provision of these Terms does not constitute a waiver of that provision.

22. Governing Law

Unless a different jurisdiction is expressly stated in a separate written agreement, these Terms and the contractual relationship between QuantGlobe and the Client will be governed by the applicable laws of the United States and the laws of the state specified in the applicable agreement, without regard to conflict-of-law principles.

23. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

The invalid or unenforceable provision will be interpreted or modified to the minimum extent necessary to make it enforceable where permitted by law.

24. Entire Agreement

These Terms, together with any applicable quotation, proposal, statement of work, order, invoice, or separately executed agreement, constitute the agreement between QuantGlobe and the Client regarding the applicable products or services.

If there is a conflict between these Terms and a separately signed written agreement, the separately signed agreement will control to the extent of the conflict.

QuantGlobe may update these Terms from time to time. Updated Terms will apply prospectively unless otherwise required or agreed in writing.

QuantGlobe

For questions regarding these Terms or services provided by QuantGlobe, please contact us through the contact information published on our official website.