1. Introduction

   These Terms and Conditions of Service (“Terms”) govern the access to and use of products, platforms, applications, software solutions, digital infrastructure, APIs, telecommunications solutions, identity verification services, managed services, consulting services, enterprise platforms, cloud services, and other products or services provided by Quani Artificial Intelligence Limited (“Quani.AI”, “the Company”, “we”, “our”, or “us”).
   By accessing, subscribing to, purchasing, integrating with, or using any Quani.AI service, platform, application, website, API, software product, or related offering, the customer, subscriber, user, partner, organization, or entity (“Customer”) acknowledges that they have read, understood, and agreed to be bound by these Terms.
   Where a separate Master Service Agreement, Service Order, Statement of Work, Partner Agreement, Reseller Agreement, License Agreement, or other contractual arrangement exists, the terms of that agreement shall prevail to the extent of any inconsistency.

2. Definitions

   For purposes of these Terms:
   “Services” means all products, software, platforms, APIs, telecommunications solutions, verification services, consulting services, managed services, cloud services, and technology solutions provided by Quani.AI.
   “Customer” means any individual, company, government entity, organization, partner, reseller, subscriber, or user receiving or accessing Services.
   “User” means any individual authorized by a customer to access or use the Services.
   “Platform” means any Quani.AI software application, system, portal, website, API gateway, cloud platform, mobile application, or technology environment.
   “Confidential Information” means any non-public information disclosed by either party relating to business operations, technology, intellectual property, finances, customers, products, or services.
   “Applicable Law” means any law, regulation, directive, guideline, order, or regulatory requirement applicable to the Services.

3. Acceptance of terms

   By using the Services, the Customer confirms that they possess the legal authority and capacity to enter into binding agreements.
   If the Customer is acting on behalf of an organization, the Customer represents and warrants that they have authority to bind such organization to these Terms.
   If the Customer does not agree with these Terms, the Services must not be used.

4. Description of services

   Quani.AI develops and provides technology solutions including but not limited to:
   Digital Infrastructure Platforms;
   Customer Management Systems;
   Identity Verification Platforms;
   Telecommunications Platforms;
   API Gateway Services;
   Billing and Monetization Platforms;
   Business Support Systems;
   Managed Technology Services;
   Software Development Services;
   Cloud Services;
   Cybersecurity Services;
   Business Process Outsourcing Services;
   Data Analytics Solutions;
   Digital Transformation Services;
   Enterprise Consulting Services;
   Integration Services; and
   Any additional products or services introduced from time to time.
   The Company reserves the right to modify, enhance, replace, suspend, or discontinue Services at its discretion subject to applicable contractual obligations.

5. Customer responsibilities

   The Customer shall use the Services lawfully, responsibly, and in accordance with these Terms.
   The Customer shall provide accurate information during registration, onboarding, and service usage.
   The Customer shall maintain the confidentiality of login credentials, authentication tokens, passwords, certificates, API keys, and access credentials.
   The Customer shall be responsible for activities conducted using its accounts, systems, credentials, or authorized users.
   The Customer shall promptly notify Quani.AI of any suspected unauthorized access, security breach, or misuse of the Services.
   The Customer shall comply with all applicable laws and regulations governing their use of the Services.

6. Acceptable use

   Customers shall not use the Services:
   For unlawful activities;
   To transmit malicious code;
   To compromise system security;
   To violate intellectual property rights;
   To distribute harmful, fraudulent, deceptive, abusive, or illegal content;
   To interfere with network operations;
   To conduct unauthorized penetration testing;
   To engage in unauthorized data collection;
   To bypass security controls;
   To infringe privacy rights; or
   To violate any applicable law.
   Quani.AI reserves the right to suspend or terminate access where misuse is identified.

7. Account registration

   Certain Services may require account registration.
   The Customer shall provide complete, accurate, and current information.
   The Company reserves the right to reject, suspend, or terminate registrations that are inaccurate, fraudulent, incomplete, misleading, or otherwise unacceptable.
   The Customer shall promptly update information where changes occur.

8. Fees and payment terms

   Customers shall pay all applicable fees associated with the Services.
   Pricing may be communicated through quotations, contracts, service orders, subscription plans, proposals, invoices, rate cards, or published pricing schedules.
   Payments shall be made within the agreed payment terms.
   Late payments may attract interest, service restrictions, suspension, recovery actions, or termination.
   The Customer remains responsible for all taxes, duties, levies, and regulatory charges applicable to the Services unless otherwise agreed.

9. Invoicing and billing

   Invoices shall be generated in accordance with applicable service agreements.
   The Customer shall review invoices promptly and notify the Company of any discrepancies within thirty (30) days from the invoice date.
   Failure to dispute an invoice within the specified period may constitute acceptance of the invoice.
   The Company reserves the right to correct billing errors and issue revised invoices where necessary.

10. Service availability

    Quani.AI shall use commercially reasonable efforts to maintain availability and reliability of Services.
    However, the Company does not guarantee uninterrupted, error-free, or continuous operation of Services.
    Service interruptions may occur due to maintenance activities, security incidents, force majeure events, third-party failures, network issues, regulatory actions, technical faults, or circumstances beyond the Company’s reasonable control.
    Scheduled maintenance activities shall be communicated where practicable.

11. Intellectual property rights

    All intellectual property rights relating to the Services remain the exclusive property of Quani.AI or its licensors.
    Nothing in these Terms transfers ownership of intellectual property to the Customer.
    The Customer is granted a limited, non-exclusive, non-transferable, revocable right to use the Services solely for authorized business purposes.
    The Customer shall not copy, modify, reverse engineer, distribute, sublicense, sell, lease, or exploit the Services except as expressly permitted in writing.

12. Confidentiality

    Each party agrees to protect Confidential Information received from the other party.
    Confidential Information shall only be used for purposes directly related to the Services.
    Confidential Information shall not be disclosed to unauthorized persons without prior written consent except where required by law, regulation, court order, or governmental authority.
    Confidentiality obligations shall survive termination of the relationship.

13. Data protection and privacy

    Quani.AI shall process personal information in accordance with its Data Protection and Privacy Policy and applicable laws.
    Customers shall ensure that any personal information provided to Quani.AI has been collected lawfully and that appropriate authorizations, notices, and consents have been obtained.
    The Customer shall remain responsible for compliance with data protection obligations applicable to information under its control.

14. Information security

    Quani.AI maintains security measures designed to protect information assets against unauthorized access, disclosure, alteration, destruction, or misuse.
    The Customer shall implement appropriate security measures within its own environment.
    Neither party shall intentionally compromise the security of the other party’s systems, networks, applications, or information assets.

15. Third-party services

    Certain Services may involve integrations with third-party products, systems, platforms, cloud providers, telecommunications operators, payment processors, regulators, or external service providers.
    Quani.AI does not guarantee the availability, performance, or actions of third-party services beyond its control.
    The Customer acknowledges that third-party dependencies may affect service performance.

16. Warranties

    Quani.AI warrants that Services shall be delivered with reasonable skill, care, and professionalism.
    Except as expressly stated, Services are provided on an “as available” and “as is” basis.
    The Company disclaims all implied warranties including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted availability to the fullest extent permitted by law.

17. Limitation of liability

    To the maximum extent permitted by law, Quani.AI shall not be liable for indirect, incidental, consequential, punitive, exemplary, or special damages.
    The Company’s aggregate liability arising from or related to the Services shall not exceed the amount paid by the Customer for the affected Services during the twelve months preceding the event giving rise to the claim.
    Nothing in these Terms excludes liability that cannot be excluded under applicable law.

18. Indemnification

    The Customer agrees to indemnify, defend, and hold harmless Quani.AI, its directors, officers, employees, affiliates, and representatives against claims, liabilities, damages, costs, penalties, losses, and expenses arising from:
    Violation of these Terms;
    Unlawful use of Services;
    Violation of third-party rights;
    Misuse of Customer credentials;
    Customer negligence; or
    Customer non-compliance with applicable laws.

19. Suspension of services

    The Company may suspend Services where necessary to:
    Protect security;
    Prevent fraud;
    Respond to regulatory requirements;
    Address legal obligations;
    Prevent misuse;
    Protect infrastructure;
    Investigate suspected violations; or
    Manage operational risks.
    Where practicable, notice shall be provided prior to suspension.

20. Termination

    Either party may terminate Services in accordance with applicable agreements.
    The Company may terminate Services immediately where:
    The Customer breaches these Terms;
    Required payments remain outstanding;
    Fraudulent activity is detected;
    Security threats are identified;
    Legal or regulatory requirements necessitate termination.
    Termination shall not affect accrued rights, obligations, liabilities, confidentiality obligations, or outstanding payments.

21. Force majeure

    Neither party shall be liable for delays or failures caused by circumstances beyond reasonable control including natural disasters, war, civil unrest, strikes, terrorism, cyberattacks, utility failures, pandemics, regulatory actions, telecommunications failures, or acts of government.
    Affected parties shall make reasonable efforts to mitigate the impact of such events.

22. Dispute resolution

    Any dispute arising from these Terms shall first be resolved through good-faith negotiations.
    Where negotiations fail, disputes may be referred to mediation.
    If mediation is unsuccessful, disputes may be submitted to arbitration or competent courts in accordance with applicable law.
    The parties shall continue performing undisputed obligations during dispute resolution proceedings.

23. Governing law

    These Terms shall be governed by and interpreted in accordance with the laws of the Republic of Uganda unless otherwise specified in a separate agreement.

24. Amendments

    Quani.AI reserves the right to amend these Terms from time to time.
    Updated versions shall become effective upon publication or notification unless otherwise specified.
    Continued use of Services following amendments constitutes acceptance of the revised Terms.

25. Entire agreement

    These Terms, together with applicable contracts, service orders, statements of work, privacy notices, policies, and related documents, constitute the entire agreement between the parties concerning the Services.

Contact information

Quani Artificial Intelligence Limited (Quani.AI)
Email: legal@quani.ai
Email: support@quani.ai
Website: www.quani.ai

Policy declaration

These Terms and Conditions establish the contractual framework governing the relationship between Quani.AI and its customers, users, partners, and stakeholders. By using the Services, all parties agree to comply with these Terms and conduct business in a lawful, responsible, and professional manner.