These Terms of Service ("Terms") govern every engagement between NovaQuantiX, represented by Julien Compain, Founder ("Provider"), and its professional clients ("Client") for AI engineering services described at novaquantix.tech/en/services. Each engagement is also governed by a Statement of Work ("SOW") signed by both parties. In case of conflict, the SOW prevails over these Terms for the specific engagement.
1 · Definitions
- Deliverable. Any artifact (code, model, document, configuration) produced under an SOW.
- Engagement. The set of services described in a signed SOW.
- Confidential Information. Any non-public information marked as confidential or whose confidentiality is reasonably inferable from its nature.
- Open-source components.Third-party software incorporated under its own open-source licence, listed in the Deliverable's licence inventory.
2 · Quotes & acceptance
Every engagement begins with a written one-page proposal (the "Proposal") covering scope, timeline, fixed price, deliverables, and acceptance criteria. The Proposal is valid for 30 days unless otherwise stated.
Acceptance is formalised by a signed SOW (paper or electronic). No engagement starts without a signed SOW.
3 · Fees & payment
- Engagements are billed in fixed-price phases. The SOW lists the milestones, amounts, and acceptance criteria.
- Invoices are payable within 30 days of issuance unless otherwise stated. Late payment triggers a penalty rate of three (3) times the French statutory interest rate, plus a EUR 40 fixed indemnity for collection costs (Article L. 441-10 of the French Commercial Code).
- Travel, GPU compute, and third-party software costs are billed at cost on supporting evidence, with prior written approval above EUR 500.
- VAT is added where applicable.
4 · Deliverables & intellectual property
Upon full payment of the milestone covering a Deliverable, Provider assigns to Client, on a non-exclusive, irrevocable, worldwide basis, all economic intellectual property rights in the Deliverable, for all modes of exploitation, for the legal duration of protection.
This assignment does not extend to:
- Open-source components, which remain governed by their respective licences (inventoried in the Deliverable).
- Pre-existing know-how, tools, libraries, or methodologies of Provider, which Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free licence to use as embedded in the Deliverable.
- Provider's right to reuse general knowledge, skills, and experience acquired during the engagement.
Provider retains the right to mention Client's name and a high-level description of the engagement as a reference, unless Client objects in writing.
5 · Confidentiality
Each party undertakes to keep Confidential Information strictly confidential, to use it only for the purpose of the engagement, and to restrict access to personnel with a need to know, themselves bound by equivalent confidentiality obligations.
This obligation survives the engagement for five (5) years from its end. Information that is public, lawfully obtained from a third party without breach, or independently developed without use of the Confidential Information is excluded.
6 · Warranties
Provider warrants that:
- Deliverables conform to the acceptance criteria stated in the SOW.
- Provider has all rights necessary to grant the licences and assignments described in section 4.
- Services are performed with the standard of care expected from a professional AI engineering practice.
Provider does not warrant, and cannot reasonably warrant: the commercial success of the use of Deliverables; the absence of bias in third-party open-weight base models; the continued availability of any third-party API or model on which Deliverables depend; the accuracy of any specific output generated by AI models.
7 · Liability
Each party's aggregate liability arising out of or related to an engagement is capped at the total amount invoiced under the relevant SOW during the twelve (12) months preceding the event giving rise to liability.
Provider is not liable for indirect, consequential, or incidental damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or harm to image.
Nothing in these Terms limits liability for: gross negligence, wilful misconduct, bodily injury, or any liability that cannot be limited under applicable law.
8 · Personal data
The processing of personal data is governed by our Privacy Policy. Where Client transfers personal data to Provider for processing in connection with an engagement, the parties shall sign a Data Processing Agreement compliant with Article 28 of the GDPR.
9 · Force majeure
Neither party is liable for failure to perform caused by an event beyond its reasonable control, including but not limited to acts of government, war, terrorism, riots, pandemics, fires, floods, internet or hosting provider outages, and large-scale third-party service failures. The affected party shall notify the other in writing within a reasonable delay and the parties shall negotiate in good faith.
10 · Termination
Either party may terminate an SOW for material breach by the other party, after a written notice of breach unremedied for thirty (30) days.
Upon termination, Client owes Provider for all work performed up to the termination date, on a pro-rata basis for milestones in progress. Provider transfers ownership of completed Deliverables paid for and provides reasonable cooperation for handover.
11 · Governing law & jurisdiction
These Terms are governed by French law. Any dispute arising out of or in connection with these Terms shall, failing amicable settlement within sixty (60) days of written notification, be submitted to the exclusive jurisdiction of the competent French courts.
For engagements signed under another jurisdiction by mutual agreement, the governing law and competent court shall be specified in the SOW and prevail over this section.
12 · Notices
Any notice under these Terms shall be sent by e-mail to contact@novaquantix.tech for Provider and to the e-mail address designated in the SOW for Client, with acknowledgement of receipt.
13 · Updates
These Terms may be updated. Updates apply to engagements signed after the date indicated at the top of the page. Existing SOWs remain governed by the Terms in force at the time of signature.
14 · Contact
Legal and contractual enquiries: contact@novaquantix.tech.