Commercial Terms and Conditions
1. Definitions And Interpretation
1.1 In the Agreement the following terms shall have the following meanings:
“Affiliate” means, in respect of any legal entity, any other legal entity that controls, is controlled by, or is under common control with the first entity. An entity is deemed to “control” another entity if it owns directly or indirectly a sufficient voting interest to elect a majority of the directors or managing authority of the other entity or to otherwise direct the affairs or management of the other entity.
“Agreement” means each SOW together with these Terms and Conditions. Each SOW creates a separate Agreement unless otherwise specified in that SOW.
“Background IP” means, for each party, any IP (i) owned by that party prior to the Effective Date; (ii) developed or acquired by that party during the Term but independently of the Agreement; or (iii) in any modifications or improvements to that party’s Background IP made in the course of any Project. QNT’s Background IP includes QNT’s IPRs in its core methodology (that is, the fundamental quantum computing algorithms and quantum-inspired algorithms, software features, and architectural primitives developed by QNT).
“Change Order” has the meaning given to it in Clause 8.
“Confidential Information” means information that one party (or its Affiliate) (“Disclosing Party”) discloses to the other party (“Receiving Party”) under the Agreement, and that (a) is marked “CONFIDENTIAL” or “PROPRIETARY” or is similarly marked at the time of disclosure; (b) is disclosed orally or visually but identified as confidential at the time of disclosure and designated as confidential in writing within thirty (30) days of disclosure summarizing the Confidential Information sufficiently for identification; or (c) should reasonably be understood to be confidential given the nature of the information as sensitive and non-public information. It does not include information: (i) that is independently developed by the Receiving Party; (ii) that is rightfully given to the Receiving Party by a third party without breach of any confidentiality obligations; or (iii) that is or becomes generally available to the public or otherwise part of the public domain through no fault of the Receiving Party.
“Customer” means the customer specified in the SOW.
“Customer Materials” has the meaning given to it in Clause 4.5.
“Deliverables” means the deliverables to be provided by QNT to Customer, as specified in each SOW.
“Effective Date” means the effective date specified in the SOW (or, if no date is specified, the date on which the SOW has been signed by both Parties).
“Foreground IP” means, on an SOW by SOW basis, any IP arising from the performance of the Agreement or products developed or based on such intellectual property, together with any modifications or improvements to such IP, related to or arising out of any Project; but excluding any Background IP or any IP in Third Party Materials contained within them.
“IP” means any intellectual property and any know-how, including but not limited to any trade secrets, trademarks, copyrights, design rights, database rights, patents, patentable inventions and/or any other intellectual property rights (in each case, whether registered or unregistered and including any applications, and rights to apply, for registration) subsisting now or in the future, anywhere in the world.
“Project” means each project in which QNT provides Services to Customer, as set out in each applicable SOW.
“QNT” means the Quantinuum legal entity identified in the SOW.
“Services” means such products, services or both as QNT agrees to provide to Customer from time to time, as set out in any SOW.
“SOW” means any statement of work agreed by the Parties in writing from time to time which is stated to be governed by these Terms and Conditions.
“Term” has the meaning given to it in Clause 3.1.
“Terms and Conditions” means these Commercial Terms and Conditions.
“Third Party Materials” has the meaning given to it in Clause 4.9.
1.2 In the Agreement, unless otherwise specified:
(a) a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted and shall include any subordinate legislation made from time to time under that statute or statutory provision;
(b) the singular shall include the plural and vice versa;
(c) clause headings are for convenience only and have no legal or contractual effect;
(d) any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms; and
(e) references to “writing” includes email but does not include text messaging or instant messaging services (for example, SMS, WhatsApp or Slack).
2. Services And Rights
2.1 Reservation of Rights. Except as expressly set forth in these Terms and Conditions or in the SOW, no right or license, express or implied, is granted by either party (or by their Affiliates or licensors) to the other party (or to their respective Affiliates or licensors) or to any third party by estoppel, implication or otherwise with respect to any product, service, content, technology, intellectual property or any deliverable.
2.2 Services and Deliverables. On an SOW by SOW basis, QNT agrees to provide Customer with the Services and Deliverables in accordance with each SOW and these Terms and Conditions.
2.3 Subcontracting. QNT shall perform the Services utilizing such resources, employees and subcontractors as QNT in its sole discretion deems appropriate.
2.4 Feedback. To the extent Customer provides feedback to QNT in regards to any of QNT’s product, service, technology, deliverables or intellectual property, QNT and its Affiliates shall own such feedback and may use such feedback for any purpose and free of charge and payment.
2.5 Priority. If there is any conflict or inconsistency between these Terms and Conditions and the terms of any SOW, these Terms and Conditions shall prevail except where the SOW is expressly stated to override any specific provision of these Terms and Conditions.
3. Term And Termination
3.1 Term. The Agreement shall commence on the Effective Date and will remain in effect until the conclusion of the activities set out in the SOW.
3.2 Termination. Either party may terminate the Agreement by notice in writing if the other party:
(a) commits a material curable breach of the Agreement but fails to cure the breach within thirty (30) days of receiving notification of such breach;
(b) commits a breach of the Agreement that is not capable of cure in which case termination shall be effective when notice is served; or
(c) becomes the subject of bankruptcy or an insolvency event.
3.3 Termination of other Agreements
(a) Subject to Clause 3.3(b), termination of the Agreement will not terminate or suspend any other agreement in force between the Parties.
(b) If a party duly terminates the Agreement under Clause 3.2, that party may terminate any or all other agreements under these Terms and Conditions (including any other version of these Terms and Conditions) then in force between the parties.
3.4 Effect of Termination. Upon termination or expiry of the Agreement:
(a) subject to Clause 3.3, all Customer’s rights under the Agreement immediately terminate;
(b) Customer remains responsible for (i) all fees and interest Customer has incurred up to the date of termination or expiry, and any outstanding fees (including cancellation fees specified in the relevant SOW), whether or not such fees have become due at the date of termination or expiry, and (ii) a reasonable fee for actual work performed, as at the date of termination or expiry, by QNT towards completion of Services, Deliverables or chargeable items, including any open milestone, identified under the relevant SOW;
(c) each party will immediately return or, if instructed by the other party, destroy the other party’s Confidential Information in its possession;
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, which existed at or before the date of termination shall not be affected or prejudiced; and
(e) any provision of the Agreement which necessitates its survival in order to give effect to either party’s performance obligations or enforcement rights shall survive, including Clauses 1, 3.4, 4.1,4.2, 4.3, 4.4, 4.9, 7, 11, 12, 13, 16, 17 and 18.
4. Intellectual Property
4.1 Restrictions. Neither party, whether directly or indirectly, shall attempt to reverse engineer, decompile, disassemble, modify, reconstruct, copy, or create derivative works from the other party’s property, unless specified in the relevant SOW.
4.2 Background Intellectual Property. Each party shall at all times remain the sole owner of its Background IP. Any improvements, derivatives, modifications or enhancements created that are reliant on a party’s Background IP (“Improvements”) shall be owned solely by the party owning the associated Background IP and the owning party shall have the right, at its sole discretion, to apply for patent protection or registrable designs for any such Improvements.
4.3 Ownership of Foreground IP and Deliverables. Unless ownership allocation terms in respect of Foreground IP and Deliverables are otherwise set forth under the SOW governing the relevant Project, QNT shall own 100% of the Foreground IP and the Deliverables.
4.4 Rights of Use in Deliverables Subject to Customer complying with (i) the payment obligations under Clause 7, and (ii) any applicable technology export control laws and sanction restrictions, and unless specified in an SOW:
(a) QNT hereby grants Customer, solely for internal and non-commercial purposes, a fully paid-up, non-exclusive, non-transferable, revocable license under QNT's IP embodied in the Deliverables, to use and copy the Deliverables, for the sole purpose of enjoying the benefit of the Services.
(b) Third Party Materials included in the Deliverables shall be governed by Clause 4.9 and not by the license granted in this Clause 4.4.
(c) In no event may the Deliverables or any of QNT's IP embodied therein be sublicensed to any third party.
(d) QNT may revoke any license granted to Customer under this Clause 4.4 by notice in writing to Customer if Customer fails to make timely payment in full of all amounts payable by it in respect of any Deliverable subject to that license, or upon any other breach by Customer of the terms of the Agreement.
4.5 Customer Materials. Customer shall provide QNT with all data, information, software or other materials for use during the Project (“Customer Materials”) that may reasonably be required to enable QNT to perform the Services for, and deliver the Deliverables to, Customer in accordance with the relevant SOW.
4.6 If Customer provides Customer Materials in connection with providing Services, Customer agrees that, QNT, its Affiliates, its subcontractors, and suppliers may use Customer Materials solely for the purpose of providing the Services to Customer. For the avoidance of doubt and notwithstanding any other provision in the Agreement, to the extent Customer provides QNT or its Affiliates any Customer Materials for use during the Project, it hereby grants QNT and its Affiliates a royalty free, non-exclusive, non-transferable, sub- licensable, worldwide, license (or sublicense as appropriate) under any IP embodied in the Customer Materials, to use, copy and modify the Customer Materials for the purpose of creating the Deliverables and providing the Services to Customer pursuant to the terms of the Agreement.
4.7 Customer represents and warrants that (a) QNT’s use of the Customer Materials (i) does not require any additional consents or licences, (ii) will be in compliance with applicable laws, and (iii) will not violate any intellectual property, privacy or other right of any third party; (b) Customer has all necessary permissions or licenses to permit the licensing, use and processing of the Customer Materials by QNT and any Sublicensee; (c) no part of any Customer Materials is subject to the EEA data protection laws and regulations, including the European General Data Protection Regulation (EU/2016/679). QNT is in no way responsible for assessing any regulatory or security requirements with respect to Customer Materials; and (d) Customer shall not incorporate, compile or link any open source software or any third party intellectual property or confidential information into any Customer Materials without the express prior written approval of QNT.
4.8 If Customer fails to provide QNT all Customer Materials reasonably required to enable QNT to provide the Services for and delivery of the Deliverables to Customer in accordance with the relevant SOW, and such failure prevents QNT from meeting any of its obligations under the Agreement, QNT shall be permitted to extend any relevant dependent dates in the relevant SOW for such period as is reasonable. If QNT’s cost of providing the Services to Customer is increased as a result of a failure by Customer to provide QNT with all Customer Materials reasonably be required to enable QNT to provide the Services for and delivery of the Deliverables to Customer in accordance with the relevant SOW, then Customer shall pay such increased costs reasonably incurred.
4.9 Third Party Materials. Deliverables may contain open source software (including open source software developed by QNT), or documents, information, software, items and other materials owned or developed by third parties including but not limited to freeware and commercial software (together “Third Party Materials”). Customer understands and agrees that Customer’s use of Third Party Materials is subject to the terms of the licenses, terms, conditions and policies accompanying or otherwise applicable to such Third Party Materials and is not covered by the terms and conditions of the Agreement, and within this context Third Party Materials are expressly excluded as part of the Deliverables. Unless otherwise explicitly stated, the contractual terms relating to the Third Party Materials apply to such Third Party Materials independent of the terms of the Agreement. Third Party Materials are provided “AS IS” and QNT expressly disclaims all representations, warranties, conditions or other terms, express or implied, including without limitation implied warranties of non-infringement, satisfactory quality, and fitness for a particular purpose. Customer acknowledges and agrees that QNT shall have no liability to Customer from any claims resulting from Customer’s use of Third Party Materials.
5. Projects
Each Project shall be set out in an SOW, and shall describe the Services and Deliverables, specifying as applicable the milestones, Project duration, personnel, payment amounts and terms, ownership of Foreground IP, and such other terms as may be appropriate, that may include additional product licenses each party may provide outside of the Agreement. Each SOW is subject to (a) these Terms and Conditions, and (b) the terms of any Change Order executed by the parties.
6. Customer Obligations
6.1 Customer shall:
(a) provide QNT with all necessary accurate information, support and co-operation that may be reasonably required to enable QNT to perform the Services;
(b) provide for QNT, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to Customer's premises, office, data and other facilities as reasonably required by QNT including any such access as is specified in an SOW;
(c) take appropriate action to back-up its data and software in order to provide appropriate security and protection. QNT will not be liable for any loss, corruption, or damage to data or software;
(d) procure all required rights or licenses to relevant third party materials to allow QNT to perform the Services if Customer engages QNT to install or use any third party materials including software as part of the Services;
(e) comply with any additional responsibilities of Customer (including providing any Customer Materials) as set out in an SOW.
6.2 If QNT's performance of its obligations under the Agreement or any SOW is prevented or delayed by any act or omission of Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, QNT shall be allowed an extension of time to perform its obligations equal to the delay caused by Customer.
6.3 QNT shall use reasonable endeavours to meet any performance dates specified in an SOW but any such dates shall be estimates only and time for performance by QNT shall not be of the essence of the Agreement.
7. Invoicing And Payment
7.1 Invoicing. As full and complete payment for Services, Deliverables or chargeable items identified under each SOW, QNT shall invoice Customer, and Customer will make payment in accordance with the terms set forth in the applicable SOW, absent which payment shall be made in accordance with the payment terms set forth as follows.
7.2 Payment for Service and Deliverables. Customer will pay QNT for performance of the Services or purchase and delivery of any Deliverables as set forth in each SOW or Change Order. Customer will pay all undisputed invoices (and in any event will pay any undisputed items in any invoice) within thirty (30) days of the date of QNT’s invoice, or as otherwise specified in any applicable SOW or Change Order; provided, however, that Customer agrees to notify QNT of any disputed items or amounts invoiced within fifteen (15) days after the invoice receipt, in which case the due date for any disputed item(s) amount(s) will be extended for as long as the parties are engaged in a good faith effort to resolve the dispute. If any invoice is not paid by the due date, then (without prejudice to QNT’s other rights and remedies), in addition to the invoice amount, QNT reserves the right to charge interest on such sum on a day to day basis from the due date to the date of payment at the rate of, the lesser of one percent (1%) per month and the maximum amount permitted by law.
7.3 Taxes. All sums stated under the Agreement and any SOW do not include taxes. All applicable taxes shall be payable by Customer in accordance with relevant legislation in force at the relevant tax point, including value added taxes, sales and use taxes or other similar taxes. Customer shall pay all amounts due under the Agreement and any SOW in full without any deduction or withholding. Without limiting the foregoing, in the event that payment of any sums due to QNT under the Agreement becomes subject to any deduction or withholding in respect of or on account of tax, Customer shall pay to QNT such additional sum as may be required in order that the net amount actually received and retained by QNT under the Agreement and any SOW (after such deduction or withholding has been made) shall be equal to the full amount that would have been received and retained by QNT had no such deduction or withholding been required to be made.
8. Change Orders
For any Service or Deliverable desired by Customer outside the scope of a previously executed SOW, the parties agree to negotiate in good faith the terms of a new SOW or an amendment to the applicable previously executed SOW. If Customer and QUK mutually agree to make changes to an SOW, such changes will be reflected in a written amendment to the applicable SOW (a “Change Order”) which includes, at a minimum, (a) description of the change and (b) description of any applicable change in pricing or project scheduling. No Change Order will be binding on either party unless and until it has been signed by both parties.
9. Acceptance Of Deliverables
9.1 The following provisions of this Clause 9 apply where an SOW states that any Deliverables are subject to acceptance by Customer.
9.2 Each Deliverable shall be as defined or set out in each applicable SOW. QNT shall submit each Deliverable to Customer in accordance with the specific SOW it relates to. Customer shall, within 15 calendar days of receipt of each Deliverable (“Notice Period”), either: (a) confirm by written notice to QNT (each a "Notice of Acceptance") that the relevant Deliverable is accepted; or (b) reject the Deliverable (“Rejection Notice”) and provide QNT with details of any technical, functional or other non-conformance, and promptly specify the additional work required before the Deliverable will be accepted (“Rectification Notice”), subject to the agreed specification stated in any given SOW. A Rectification Notice will be void and have no force or effect if the Rectification Notice is delivered to QNT after the expiration of the Notice Period, or if it fails to specify the additional work required for acceptance.
9.3 If a Deliverable is rejected pursuant to Clause 9.2(b) above, then subject to Clause 9.4 below, QNT shall, inform Customer how QNT will address the issues raised in the Rectification Notice. QNT shall rectify and resubmit the Deliverable to Customer such that it conforms to the specifications under the relevant SOW, and Customer shall notify QNT of whether or not the resubmitted Deliverable is accepted, in accordance with Clause 9.2.
9.4 If QNT reasonably believes that any rejected Deliverable should have been accepted but was rejected due to an act, error or omission of Customer, it shall notify Customer giving full details. The parties shall agree, acting reasonably and in accordance with the Agreement, what action shall be taken.
9.5 Where Customer fails to provide a Notice of Acceptance or Rejection Notice within the relevant Notice Period the relevant Deliverable shall be deemed to be accepted. If a Deliverable fails to pass acceptance tests within ten (10) weeks from the date of its third submission to the acceptance tests, then either party may, by written notice to the other party, terminate the SOW under which the relevant Deliverable is delivered. Customer’s right to terminate under this Clause 9.5 shall constitute Customer’s sole and exclusive remedy for any failure of the Deliverables to pass acceptance tests.
10. Security And Compliance
10.1 Export Controls. Customer undertakes that its use of Services and/or Deliverables shall at all times be in compliance with all applicable export and reexport control laws and regulations. Customer shall not export, reexport or transfer (directly or indirectly) the Services and/or Deliverables or any technical information acquired from QNT under the Agreement in breach of any applicable laws or regulations relating to the export, reexport or transfer of software, technology or other goods or services (including United States, United Kingdom or European Union export laws and regulations) (“Export Control Laws”) to any country for which such Export Control Laws, at the time of export, reexport or transfer, require a licence or other governmental approval without first obtaining such licence or approval. Customer undertakes to comply with any Export Control Laws that are applicable to it and to any of the Services and/or Deliverables, and, if requested by QNT, to provide QNT with any reasonable assistance to enable QNT to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws. Non-compliance with this Clause 10.1 shall constitute a material breach. This Clause 10.1 shall survive termination or expiry of the Agreement.
10.2 U.S. Government Rights. The Services and Deliverables provided under the Agreement consist solely of commercial items. Customer shall be responsible for ensuring that any access granted to the Services and Deliverables to the U.S. Government is in accordance with the terms of the Agreement and is provided with the rights and restrictions described elsewhere herein.
11. Confidential Information
11.1 The Receiving Party shall keep all Confidential Information of the Disclosing Party in strictest confidence and shall not, without the written consent of the Disclosing Party, use or disclose any such Confidential Information except to the Receiving Party’s Affiliates or its or their employees who are legally bound to substantially similar obligations of confidentiality and have a need to know it for the performance of the Agreement. Each party will be responsible for any breaches of the confidentiality obligations by its Affiliates, employees, or authorized users.
11.2 The Receiving Party may disclose Confidential Information (a) to nominated third parties under written authority from the Disclosing Party, (b) to their professional advisers to the extent necessary for them to advise upon the interpretation or enforcement of the Agreement, provided that such professional advisors are bound by confidentiality provisions at least as protective as those contained in the Agreement, and (c) when compelled to do so by law if it provides prior notice to the Disclosing Party and reasonable opportunity to contest or limit disclosure unless a court orders that the Disclosing Party not be given notice.
11.3 For the avoidance of doubt, QNT is hereby authorised to disclose the existence and provisions of the Agreement to i) any potential investor conducting due diligence on QNT and/or QNT Affiliate, and ii) any professional auditor in connection with QNT’s tax affairs (“Auditor”), now or in the future, provided such potential investor and/or Auditor is bound by confidentiality obligations with respect to the Confidential Information no less stringent than those contained herein.
11.4 The parties agree that they may freely inform third parties that they are working together on a Project without providing any technical information about such Project. The parties agree to jointly prepare and issue a joint press release in respect of each Project under any SOW within 60 days as of the date of last signature of such SOW, in a form of words to be mutually agreed in writing by the parties.
12. Limitation Of Liability; Disclaimer Of Warranties
12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR BREACHES OF CONFIDENTIALITY UNDER CLAUSE 11 AND SUBJECT TO CLAUSE 12.3, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES OR ITS LICENSORS HAVE ANY LIABILITY FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES INCLUDING WITHOUT LIMITATION LOSS OF DATA. CUSTOMER’S USE OF ANY LICENSE, SERVICE, DELIVERABLES, TECHNOLOGY, DATA OR SOFTWARE IS AT ITS SOLE RISK AND THEY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, PROVIDED, HOWEVER, THAT NONCONFORMING DELIVERABLES ARE SUBJECT TO REPERFORMANCE BY QNT. QNT EXPRESSLY DISCLAIMS ALL INDEMNITIES, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM QNT CREATES ANY WARRANTY. EACH PARTY’S USE OF ANY FEEDBACK FROM THE OTHER PARTY IS AT ITS SOLE RISK AND THEY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
12.2 SUBJECT TO CLAUSES 12.1 AND 12.3, QNT’S AGGREGATE LIABILITY UNDER AND/OR IN CONNECTION WITH THE AGREEMENT (INCLUDING ANY SOWS), WHETHER IN TORT, CONTRACT, STATUTE, MISREPRESENTATION, RESTITION OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF FEES PAID TO QNT WITH RESPECT TO THE PARTICULAR SERVICE GIVING RISE TO LIABILITY UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST RELEVANT CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMIT.
12.3 NOTHING IN THE AGREEMENT SHALL OPERATE TO EXCLUDE LIABILITY FOR: (a) DEATH OR PERSONAL INJURY RESULTING FROM EITHER PARTY’S NEGLIGENCE;
(b) FRAUD OR FRAUDULENT MISREPRESENTATION; (c) BREACH OF CONFIDENTIALITY OBLIGATIONS; (d) INFRINGEMENT, MISAPPROPRIATION OR VIOLATION BY CUSTOMER OR ITS AFFILIATES OF QNT’S OR ITS AFFILIATES’ IP RIGHTS; AND (e) ANY OTHER CLAIM THAT MAY NOT BE LIMITED OR EXCLUDED BY MANDATORY LAW.
13. Non-Solicitation
13.1 During the Term and for twelve months afterwards, neither party will, directly or indirectly, solicit or recruit any employee of the other party (or of any of its Affiliates) who is, or has been, engaged as an employee, consultant or subcontractor of that party in relation to any SOW in the previous twelve months.
13.2 This restriction will not apply to any individual:
(a) who responds to a general advertisement or public posting of employment opportunities not specifically targeted at the other party's employees, or
(b) whose employment or engagement with the other party ended at least three months prior to the solicitation.
14. Force Majeure
14.1 Neither party will be in default for any delay or failure to perform due to causes beyond its reasonable control and not due to its fault or negligence (“Force Majeure Event”). If either party is delayed in performing any obligation under the Agreement by more than four months due to a Force Majeure Event, the other party may in its sole discretion elect to cancel the affected SOW (without liability for either party, except as set out in Clause 3.4) or to extend the period of performance.
15. Economic Surcharges
15.1 Subject to Customer’s prior written consent which shall not be unreasonably withheld, QNT may, from time to time, issue surcharges in respect of any Services relating to the Agreement in order to mitigate and/or recover increased operating costs arising from or related to, without limitation: (a) foreign currency exchange variation; (b) increased cost of third-party content, labor and materials; (c) impact of duties, tariffs, and other government actions; and (d) any other circumstances that increase QNT's costs, including, without limitation, increases in freight, labor, material or component costs, and increased costs due to inflation (collectively, “Economic Surcharges”).
15.2 QNT will invoice Customer, through a revised or separate invoice, and Customer agrees to pay the Economic Surcharges pursuant to the standard payment terms in the Agreement.
15.3 The terms of this Clause 15 shall prevail in the event of inconsistency with any other terms in the Agreement. Any Economic Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in the Agreement.
16. Notices
16.1 Any notice required to be given or made under the Agreement shall be sent:
(a) by hand, commercial courier or registered post to the address given in the applicable SOW or such other address as that party may have specified to the other party in writing in accordance with this Clause 16; or
(b) subject to Clause 16.4, by email to legal@quantinuum.com (in the case of a notice to QNT) and (in the case of a notice to Partner) to such email as is specified in any applicable SOW or notified to QNT by Partner in accordance with this Clause 16 or (if no such email is specified or notified) the email address for Partner’s primary contact with QNT in relation to the Agreement (as reasonably determined by QNT).
16.2 Any notice given to QNT must be marked “Attention: General Counsel” and (if not sent by email) copied by email to legal@quantinuum.com.
16.3 Notice given under Clause 16.1 will be deemed to have been received on the earliest of:
(a) any acknowledgement of or reply to that notice;
(b) if delivered by hand, when left at the address referred to in Clause 16.1(a);
(c) if delivered by commercial courier or registered post, on the date and at the time that the delivery receipt is signed or delivery is otherwise registered by the courier or postal service; or
(d) if sent by email, at 9.00 am on the next business day (in the recipient’s jurisdiction) after transmission.
16.4 Notice to terminate the Agreement or to assert or threaten any claim under or in connection with the Agreement may not be given by email.
16.5 The provisions of this Clause 16 will not apply to the service of any proceedings or other documents in any legal action.
17. General
17.1 Entire Agreement. The Agreement, together with each SOW, including any other documents explicitly incorporated by reference, constitutes the entire agreement with respect to the subject matter hereof between the parties, and merges and supersedes all prior agreements, understandings and discussions between the parties with respect thereto, both oral and written. Except as specifically provided for herein, the Agreement may not be altered, amended, or modified except by an instrument in writing signed by a duly authorized representative of each party.
17.4 Assignment. Other than any assignment by QNT to an Affiliate of QNT, neither party shall assign the Agreement in whole or in part, or any of its responsibilities and obligations hereunder without the prior written consent of the other party, such consent not to be unduly withheld, delayed or conditioned.
17.5 Authority. Each party represents, warrants and covenants to the other that:
(a) it has the full capacity, power and authority to enter and perform the Agreement;
(b) the execution of the Agreement and performance of its obligations under the Agreement do not and shall not violate any other agreement to which it is a party; and
(c) the Agreement constitutes the legal, valid and binding obligation of such party when executed and delivered.
17.6 Independent Contractors. The relationship between the parties will be that of independent contractors. Neither party will be (nor be deemed) a partner, agent, fiduciary, legal representative, or employee of the other party, and neither party will have the right or authority to assume, create, or incur any liability or any obligation on behalf of the other party, without its prior written consent.
17.7 Non-Exclusivity. The Agreement is not an exclusive arrangement. QNT may supply services that are similar or identical to the Services to any third party
17.8 No Waiver. Except as otherwise specifically provided in the Agreement, a waiver by any party of any breach of any provision of the Agreement, or of any party’s decision not to invoke or enforce any right under the Agreement, will not be deemed a waiver of any right or subsequent breach, and all provisions of the Agreement will remain in force.
17.9 Severability of Terms. If any provision of the Agreement is found by any court of competent jurisdiction to be invalid, the remaining provisions shall not be affected thereby and shall remain in full force and effect.
18. Law And Jurisdiction
18.1 Subject to Clause 18.2:
(a) the Agreement (and any non-contractual obligation arising in connection with it) shall governed by the laws of England and Wales; and
(b) the Parties submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute (contractual or non-contractual) concerning the Agreement.
18.2 If QNT’s jurisdiction of incorporation is in the United States:
(a) the Agreement (and any non-contractual obligation arising in connection with it) shall be governed by the laws of the State of New York, U.S.A. without regard to or application of its principles or laws regarding conflicts of laws and excluding the United Nations Convention on Contracts for the International Sale of Goods of 1980 (and any amendments or successors thereto); and
(b) the Parties submit to the exclusive jurisdiction of the federal or state courts having jurisdiction over Broomfield, Colorado, U.S.A.
18.3 Nothing in the Agreement will prevent a Party from seeking interim injunctive relief or other interim equitable remedies in any relevant jurisdiction.
19. Version
19.1 This version of the Terms and Conditions applies to SOWs agreed in writing by QNT and Customer at any time from 11 June 2026 until this version of the Terms and Conditions is superseded by a new version.
19.2 QNT may at any time and at its sole discretion change, update or amend these Terms and Conditions by publishing a new version on QNT’s website. Any such change under this clause 19.2 will not affect any SOW that has already been signed by QNT and Customer, which will continue to be governed by the version of these Terms and Conditions which applied when that SOW was signed.