Terms and Conditions of Service

1. Definitions & Scope
1.1 “Agreement” means these T&Cs, along with any signed Order Form or Statement of
Work (SoW).
1.2 “Consultant” / “We” / “Us” = Quantum Advisora SRL, a Belgian company.
1.3 “Client” / “You” = Organization or individual receiving services.
1.4 “Services” refer to the consultancy, advisory, technology, or training services provided,
as detailed in a SoW.
1.5 “Deliverables” = written reports, software, analysis, or other agreed outputs resulting
from services.
These T&Cs apply to all engagements unless explicitly superseded by a signed SoW.

2. Agreement Formation
By signing a SoW or using Our services (e.g., workshops, online tools), you agree to these
terms. If there’s a conflict, the signed SoW takes precedence.

3. Scope of Services
We will perform Services and deliver Deliverables described in the SoW. We will apply
reasonable professional care consistent with industry standards.

4. Term & Termination
4.1 Term: Begins on the effective date of the SoW and continues for its specified duration.
4.2 Termination by Client: You may terminate with 30 days’ written notice, subject to any
SoW-specific terms.
4.3 Termination by Us: We may terminate immediately on material breach, non-payment, or
force majeure.
4.4 Effects: Upon termination, outstanding fees become due; confidentiality obligations and
IP licenses survive for 3 years post-termination.

5. Fees & Payment

5.1 Fees: As detailed in the SoW, exclusive of VAT.

5.2 Invoicing: We issue invoices per schedule in the SoW. Payment due within 30 days of

invoice date.
5.3 Late Payments: Interest accrues at Belgian legal rate, and we may suspend services until
payment is made.

6. Confidentiality
Each party will maintain confidentiality of any “Confidential Information” for the duration
of the Agreement plus 3 years after termination.

7. Intellectual Property
7.1 Our IP: Pre-existing IP remain ours.
7.2 Deliverables: We grant you a non-exclusive, non-transferable license solely to use
Deliverables for their intended purpose.
7.3 Third-Party IP: We will ensure appropriate licenses for any third-party components.

8. Data Protection
Both parties will comply with GDPR and Belgian law when processing personal data.
A Data Processing Agreement will be signed if personal data is exchanged.
You warrant that you have lawful grounds to provide personal data.

9. Liability
9.1 Limit: Neither party’s liability exceeds the fees paid under the relevant SoW, except for
gross negligence, wilful misconduct, or data breaches.
9.2 Exclusions: We disclaim indirect, special, or consequential damages (e.g., lost profits,
data loss).

10. Warranties & Disclaimers
We warrant: we have authority to enter this Agreement, and services will be performed
professionally. EXCEPT AS STATED, WE PROVIDE SERVICES "AS IS" AND DISCLAIM ALL
OTHER WARRANTIES.

11. Force Majeure
Neither party shall be liable for delays or failures due to events beyond their control (e.g.,
acts of God, strikes, legal changes).

12. Governing Law & Dispute Resolution
This Agreement is governed by Belgian law. Disputes shall first be addressed via negotiation
or mediation; unresolved disputes submitted to Belgian courts.

13. Miscellaneous
13.1 Entire Agreement: This Agreement, any SoW, and Data Processing Agreement
constitute the entire agreement.
13.2 Amendments: Any amendments must be in writing and signed.
13.3 Assignment: Neither party may assign rights without the other’s consent, except to
affiliates.
13.4 Notices: Must be in writing and sent to the addresses in the SoW.
13.5 Waivers: No waiver is effective unless in writing.
Annex: Definitions
Provide detailed definitions for terms like Confidential Information, Personal Data, GDPR,
etc.