Terms & Conditions

These Terms & Conditions ("Terms") are a legally binding agreement between you ("you", "Client") and Quantum Bridge Services LLC, a limited liability company located at 1021 E Lincolnway Rd, New Lenox, Illinois 60451, USA ("Quantum Bridge", "we", "us", "our").

They govern:

• your access to and use of quantumbridgellc.com and any content, downloads, or forms on it;
• your purchase and use of our services — application engineering, AI & data systems, cloud & infrastructure, solution implementation, advisory & strategy, staff augmentation, product studio, payment services, game studio, blockchain, architectural visualisation, and managed services;
• your use of our products (including BridgePay, BridgePOS, BridgeHR, and BridgeMarket) and any related subscriptions.

By accessing the Site, submitting an enquiry, accepting a proposal, or using our services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use the Site or our services.

Key words used in these Terms have the meanings below.

• You must be at least 18 years old and legally capable of entering into a binding contract to use our services or place an order.
• If you accept these Terms on behalf of a company or other organisation, you represent that you have authority to bind that entity, and "you" refers to that entity.
• Our services are designed for business and professional use. They are not consumer services and are not intended for personal, household, or family purposes.
• You must not use the Site or services if you are subject to sanctions or located in a comprehensively sanctioned jurisdiction, or if applicable law prohibits your use.

We provide technology consulting, engineering, and related services, including:

The specific scope, deliverables, assumptions, dependencies, timelines, and acceptance criteria for an engagement are defined in the applicable SOW. Anything not expressly included in a SOW is out of scope.

• Proposals and quotations are valid for 30 days from the date issued unless stated otherwise, and are subject to resource availability and to our review of final requirements.
• An engagement begins only when a SOW is signed by both parties (electronic acceptance is valid) or, where agreed in writing, when a purchase order is accepted by us.
• Estimates of effort, cost, or timeline are made in good faith based on the information available at the time. They are not guarantees unless expressly stated as fixed-price commitments in a SOW.
• Where documents conflict, the following order of precedence applies: (1) the signed MSA; (2) the relevant SOW or Order Form; (3) these Terms; (4) any other document.

Our commercial models are simple and agreed up front. Unless a SOW says otherwise, the following applies:

Great outcomes come from partnership. You agree to:

• appoint a single decision-making contact with authority to approve scope, designs, and deliverables;
• provide timely access to systems, environments, APIs, data, documentation, and stakeholders reasonably needed;
• respond to requests for feedback, review, or approval within five (5) business days unless the SOW sets a different period;
• ensure that any data, content, or materials you give us are lawfully held and licensed for the intended use, and that you have the rights required for us to process them;
• maintain your own backups of data and systems, except where a SOW expressly makes backup a Quantum Bridge responsibility;
• obtain and maintain any third-party consents, licences, or platform subscriptions your project requires;
• comply with applicable laws in your use of the deliverables and our services.

Delays caused by missing inputs, approvals, or access are treated as Client-caused delays. We will tell you promptly, and timelines and Fees may be adjusted accordingly.

Nobody benefits from silent scope creep — least of all your budget. So we operate a simple, documented change process:

1. Either party raises a change request in writing describing the new or altered requirement.
2. We assess the impact on scope, effort, cost, timeline, and risk — usually within two business days.
3. We issue a written change order or SOW amendment for approval.
4. Work on the change begins only after written (or email) approval.

Changes may be handled by adjusting the Fixed-Price Amount, or through Flex Credits / a time & materials allowance in the SOW. Where a SOW includes a change allowance, it is used automatically and reported to you monthly.

• Timelines in a SOW assume prompt cooperation under Section 07 and the accuracy of the assumptions stated in the SOW.
• We deliver in iterations/sprints with regular demos and progress reporting. Sprint-level output may be reviewed as it is produced.
• Acceptance: when we notify you that a deliverable is ready for acceptance, you have ten (10) business days to review it and either accept it or provide a written list of material non-conformities against the agreed acceptance criteria.
• We will correct identified material non-conformities within a reasonable time and resubmit the deliverable. This repeat review period is five (5) business days.
• A deliverable is deemed accepted if you do not respond within the review period, if you use it in production, or if you confirm acceptance in writing or by email.
• Dates are business days and exclude weekends and public holidays in the relevant delivery location.

Quantum Bridge retains all right, title, and interest in our Background IP — including our existing frameworks, tools, accelerators, libraries, methodologies, templates, DevOps pipelines, internal components, and the software underlying our Products (BridgePay, BridgePOS, BridgeHR, BridgeMarket).

To the extent any Background IP is embedded in a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, run, and modify it solely as part of, and to the extent necessary to use, that Deliverable. This licence does not permit separating, reselling, or redistributing the Background IP on a standalone basis.

• Pre-assignment licence: until full payment, you have a limited licence to review and test the Deliverables for acceptance purposes only.
• Client materials: you retain all rights in your own data, content, trademarks, and systems. You grant us a licence to use them only as needed to deliver the services.
• Staff augmentation output: work product created by our engineers working under your direction and management is assigned to you as described above, subject to our Background IP licence.
• Products & subscriptions: our Products are licensed (not sold) to you under the applicable subscription terms. Your subscription grants usage rights — not ownership of the underlying software.
• Moral rights: to the extent permitted by law, you waive or agree not to assert moral rights against us in respect of the Deliverables.
• Further assurances: each party will sign reasonable documents needed to give effect to this section.

• Deliverables may include open-source software. We use components under licences that permit commercial use and will provide a component/licence inventory on request. Open-source licences prevail over these Terms for those components.
• Deliverables may also depend on third-party platforms (for example Salesforce, Microsoft Dynamics 365, Power Platform, Shopify, cloud providers, payment gateways, and AI services). Your use of them is governed by their own terms, and their availability, pricing, and features are outside our control.
• In staff augmentation engagements, we may be required to accept your client's tools, code-of-conduct, and platform-access policies in writing before access is granted.
• We are not responsible for a third party's decision to change, deprecate, or discontinue an API, feature, or licence that a Deliverable depends on — though we will provide reasonable remediation options (see Section 17).

Unless a SOW expressly states otherwise, infrastructure and third-party payments are contracted directly by you, in your name. Where we procure them on your behalf:

• they are recharged at cost (or cost plus an agreed administration fee);
• they may be subject to vendor price changes, which we will pass on with notice;
• non-payment or suspension of a third-party account may interrupt the services, and we are not liable for that interruption;
• at termination, you are responsible for migrating or continuing those accounts in your own name.

Mutual obligation. Each party may receive the other's Confidential Information. Each party agrees to:

• use Confidential Information only to perform the Agreement;
• protect it with at least the same care it uses for its own confidential information — and no less than reasonable care;
• disclose it only to personnel, affiliates, and subcontractors who need it and are bound by confidentiality duties at least as protective as these Terms;
• not disclose it to any third party without prior written consent, except as required by law (with prompt notice where lawful).

These obligations last for five (5) years after disclosure, and indefinitely for trade secrets and source code, for as long as they remain trade secrets.

Exclusions: information does not become confidential merely because it was shared. The obligations do not apply to information that is or becomes public without breach, was already lawfully known to the recipient, is independently developed without use of the disclosed information, or is rightfully received from a third party.

We maintain a formal confidentiality and NDA process. To sign a mutual NDA before your first call, email [email protected].

• Our handling of personal information is described in our Privacy Policy, which forms part of these Terms.
• Where we process personal data on your behalf, we act as a processor and you as controller/business. We will process such data only on your documented instructions and under a written Data Processing Agreement (DPA), which we will execute on request.
• We apply appropriate technical and organisational measures, including encryption, access control, and secure development practices (see the Privacy Policy, Section 10).
• We will notify you without undue delay of any personal data breach affecting Client Data and cooperate on notification and remediation.
• Where health information is processed, we can enter a HIPAA business-associate agreement; where payment card data is in scope, we scope for PCI DSS obligations. These require a written agreement in advance — please raise them during contracting.
• You are responsible for the lawfulness, accuracy, and quality of Client Data and for providing any required notices or consents to data subjects.

You agree not to:

• use the Site or services for unlawful, fraudulent, deceptive, or infringing purposes;
• probe, scan, or test the vulnerability of our systems, or breach security or authentication measures without written authorisation;
• introduce malware, ransomware, or any malicious code, or attempt to disrupt or overload our systems (including denial-of-service attempts);
• scrape, harvest, or systematically extract data from the Site, or use automated means to access it except as permitted by our robots.txt;
• reverse engineer, decompile, or attempt to derive source code from our Products, except to the extent permitted by law;
• resell, sublicense, or commercially exploit our services or Products without written agreement;
• remove or obscure copyright, trademark, or proprietary notices;
• upload content that is defamatory, obscene, harassing, discriminatory, or that infringes third-party rights;
• use the services to develop a competing product, or to train a model on our proprietary materials without written permission;
• misrepresent your identity or affiliation, or impersonate Quantum Bridge or its personnel.

We may investigate suspected breaches, cooperate with law enforcement where appropriate, and suspend or terminate access where a breach is confirmed.

Where an engagement includes ongoing support, maintenance, or managed services, the SOW defines support hours, channels, severity levels, response and resolution targets, exclusions, and any uptime commitment. Unless the SOW states otherwise:

Response and resolution targets are good-faith service goals for retainer and managed-services engagements, not warranties, unless a SOW states a contractual service-level agreement with service credits. Support excludes issues caused by Client or third-party modifications, misuse, unsupported environments, or force majeure events.

What we warrant

• We will perform the services with reasonable skill, care, and diligence using suitably qualified personnel, in line with generally accepted industry standards;
• The services will materially conform to the applicable SOW;
• We have the right to enter into the Agreement, and to our knowledge the Deliverables do not infringe third-party intellectual property rights;
• For a period of thirty (30) days after acceptance of a Deliverable, we will correct reproducible material defects caused by our work at no additional charge — this is your exclusive remedy for breach of this warranty.

What we do not warrant

AI-specific disclaimer: generative and machine-learning features are probabilistic. Their output may be inaccurate, incomplete, or non-deterministic, and must be reviewed by qualified personnel before you rely on it. Our services do not constitute legal, medical, financial, tax, or other regulated professional advice.

To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Nothing in these Terms excludes liability that cannot lawfully be excluded, including for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or your statutory rights where you are a consumer.

This section allocates risk fairly and is a fundamental basis of the Fees we charge. To the maximum extent permitted by applicable law:

• Cap. Each party's total aggregate liability arising out of or relating to the Agreement is limited to the total Fees actually paid by you to Quantum Bridge under the applicable SOW in the twelve (12) months immediately preceding the event giving rise to the claim.
• Exclusion of indirect loss. Neither party is liable for indirect, incidental, special, punitive, exemplary, or consequential damages, or for loss of profit, revenue, savings, goodwill, opportunity, or anticipated business — even if advised of the possibility.
• Data. We are not liable for loss or corruption of data to the extent caused by your failure to maintain backups, except where a SOW expressly makes backup our responsibility.
• Multiple claims. Multiple claims arising from the same or related circumstances count as one claim for the purpose of the cap.
• Time limit. Neither party may bring a claim more than twelve (12) months after the date on which it knew or should reasonably have known of the facts giving rise to the claim, except where a longer period is required by law.
• What is not capped. Liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, breach of confidentiality, infringement of the other party's intellectual property, or any liability that cannot lawfully be limited, is not subject to the cap.

Where you are a consumer, nothing in this section limits your non-waivable statutory rights. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.

• Term. Each SOW runs for the period stated in it, and continues until the work is completed or terminated under this section. These Terms apply for as long as we provide services to you.
• Convenience. Either party may terminate a SOW for convenience on thirty (30) days' prior written notice. You remain liable for all work performed, expenses committed, and non-cancellable third-party commitments incurred through the effective termination date.
• For cause. Either party may terminate immediately if the other commits a material breach and fails to cure it within fifteen (15) days of written notice.
• Insolvency. Either party may terminate immediately if the other becomes insolvent, enters administration, is liquidated, or ceases to trade.
• Suspension. We may suspend services with written notice if invoices are overdue by more than fifteen (15) days, or immediately where continued provision would be unlawful, unsafe, or harmful to our systems or reputation.
• Termination for regulatory or legal reasons. We may terminate with notice where continued performance would breach applicable law or platform terms.

We believe you should never feel locked in. On termination or expiry:

• you pay all Fees and approved expenses for work performed up to the effective date;
• we deliver the then-current work product and Deliverables for which you have paid, in the format stated in the SOW;
• on request, we provide reasonable transition assistance — knowledge transfer, documentation, and access handover — at our then-current rates or as agreed in the SOW (typically up to 30 days);
• each party returns or destroys the other's Confidential Information on request, except where retention is required by law or in routine backups;
• we revoke access to our systems, tools, and Products as of the effective date, except where a separate subscription continues;
• sections that by their nature should survive — including IP, confidentiality, payment, liability, indemnity, and governing law — continue to apply.

Amounts due at termination are payable within 30 days. We are not obliged to hand over unpublished work for which you have not paid, and we may retain a copy of documents as required for legal, tax, or professional-indemnity purposes.

• Independent contractor. We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party may bind the other.
• Personnel. Our personnel remain our employees or contractors, under our direction, control, and responsibility for employment-related matters.
• Mutual non-solicitation. During an engagement and for twelve (12) months afterwards, neither party will knowingly solicit for employment the other party's personnel who were directly involved in the engagement, without written consent. General public job advertising that is not targeted does not breach this clause.
• Portfolio & marketing. We may reference you by name and describe the general nature of the engagement in our portfolio and marketing materials. Where the engagement is confidential, we will ask for your approval to publish a case study and will comply with any branding or approval requirements you set. You may withdraw your permission on written notice, after which we will stop using your name in new public materials.

• Each party will comply with all laws applicable to its performance, including anti-bribery and anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010).
• Neither party will offer, promise, or give anything of value to a public official or any person to obtain an improper advantage in connection with the Agreement.
• Each party will comply with applicable sanctions and trade-control laws and represents that it is not a sanctioned person or entity.
• You will comply with applicable export-control and re-export restrictions in your use of the Deliverables.
• Each party will comply with applicable data-protection and privacy laws, as further described in Section 15 and our Privacy Policy.
• We comply with applicable employment and labour standards — including lawful wage, working-hour, and non-discrimination requirements — in each jurisdiction where our personnel are engaged. A copy of our Code of Business Conduct is available on request.

Neither party is liable for delay or failure to perform (other than an obligation to pay money) caused by events beyond its reasonable control — including natural disasters, war, terrorism, civil unrest, epidemics or pandemics, government action, sanctions, embargoes, labour disputes, widespread internet, cloud-provider or utility failure, or significant cyber-attack.

The affected party will notify the other promptly and use reasonable efforts to mitigate. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected SOW on written notice without further liability, subject to payment for work already performed.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter are governed by the laws of the State of Illinois, United States of America, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Subject to Section 27 (Dispute Resolution), the parties submit to the exclusive jurisdiction of the state and federal courts located in Will County, Illinois (and, where federal jurisdiction applies, the U.S. District Court for the Northern District of Illinois), and waive any objection to venue or to those courts being an inconvenient forum.

If you are contracting from another country and prefer a different governing law for your SOW, raise it during contracting — we are open to discussing it, especially where a client's procurement framework requires it.

Most disputes start as misunderstandings. We commit to the following escalation path before either side reaches for the courts:

Arbitration

Except as noted below, disputes not resolved through the stages above will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, seated in Chicago, Illinois. The arbitrator may award any remedy available at law, and judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own legal costs unless the arbitrator decides otherwise or the Agreement says otherwise.

• Carve-outs: either party may seek injunctive or other equitable relief in court to protect its intellectual property, Confidential Information, or to prevent misuse of its systems — without first completing the escalation stages.
• Small claims: either party may bring an individual claim in a small-claims court of competent jurisdiction.
• No class actions: disputes must be brought on an individual basis. Neither party may bring a claim as a plaintiff or class member in any purported class, collective, or representative proceeding.
• 30-day opt-out: you may opt out of arbitration by emailing [email protected] within 30 days of first accepting these Terms, stating your company name and intent to opt out. Opting out does not affect the rest of the Agreement.

Where mandatory consumer-protection or local law grants you the right to bring proceedings in your local courts, nothing in this section removes that right.

We may update these Terms from time to time to reflect changes in our services, technology, or legal requirements. When we make material changes, we will update the effective date and version number at the top of this page and, where the change materially affects an active engagement, notify you by email or through your account manager.

Changes apply to engagements entered into after the update. For existing SOWs, the version of these Terms in effect when the SOW was signed continues to apply unless both parties agree otherwise in writing. Continued use of the Site after an update means you accept the revised Terms for your use of the Site.

For questions about these Terms, contracts, NDAs, DPAs, or procurement documentation, contact us:

These Terms should be read together with our Privacy Policy. Where a signed agreement between you and Quantum Bridge conflicts with these Terms, the signed agreement controls.