Terms of Service

1. Parties

These Terms of Service (“Terms”) govern the relationship between Qann Commerce OÜ (“Qann”, “we”, “us”), a company registered in Estonia (registry code 17263654), and you (“Client”, “you”), the individual or entity engaging our services.

By engaging Qann's services — whether through a signed proposal, purchase order, or written agreement — you agree to these Terms.

2. Services

Qann provides digital infrastructure, AI integration, e-commerce operations, custom software development, brand and web services, and related consulting and operational services as described in individual proposals or service agreements (“Scope of Work”).

The specific deliverables, timeline, and fees for each engagement are defined in a written Scope of Work agreed between the parties. These Terms apply to all such engagements.

3. Fees and Payment

3.1 Flat-fee model

Qann charges flat fees as defined in the Scope of Work. Unless otherwise stated, fees are denominated in EUR. No hourly billing applies unless explicitly agreed in writing.

3.2 Payment schedule

• 50% of the project fee is due upon signing the Scope of Work and before work commences
• 50% is due upon delivery of the final deliverable, or as otherwise agreed in the Scope of Work
• For ongoing retainer arrangements, fees are invoiced monthly in advance

3.3 Late payment

Invoices are due within 14 days of issue. Late payments accrue interest at 0.1% per day from the due date. Qann reserves the right to suspend services for overdue accounts.

3.4 Expenses

Third-party costs (software licences, hosting, stock assets, etc.) required to deliver services will be agreed in advance and invoiced at cost with no mark-up, unless otherwise stated.

4. Intellectual Property

4.1 Client ownership

Upon receipt of full payment, all work product created specifically for the Client under a Scope of Work — including code, designs, copy, and documentation — transfers to the Client. You own everything we build for you.

4.2 Qann tools and frameworks

Qann may use pre-existing tools, libraries, frameworks, and methodologies in delivering services. These remain the property of Qann or their respective owners. Where open-source components are used, they remain subject to their original licences.

4.3 Portfolio rights

Unless explicitly restricted in writing, Qann reserves the right to reference the engagement in its portfolio and case studies (without disclosing confidential information).

5. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with the services, and not to disclose such information to third parties without prior written consent.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is required to be disclosed by law or regulation.

6. Client Obligations

• Provide timely access to systems, accounts, and information required for delivery
• Designate a primary contact with authority to make decisions
• Provide feedback on deliverables within agreed timelines
• Pay invoices within the stated payment terms
• Not use Qann's services for unlawful purposes

7. Warranties and Representations

7.1 Qann warrants that:

• Services will be delivered with reasonable skill and care
• Deliverables will materially conform to the agreed Scope of Work
• Qann has the right to provide the services described

7.2 Qann does not warrant that:

• Software or systems will be error-free or uninterrupted
• Any specific business outcomes (revenue, traffic, conversions) will be achieved
• Third-party services or platforms will remain available or unchanged

8. Limitation of Liability

To the maximum extent permitted by law, Qann's total liability to the Client for any claim arising from or related to the services shall not exceed the fees paid by the Client in the three months preceding the claim.

Qann shall not be liable for: indirect, consequential, or incidental damages; loss of profits, revenue, or data; or any damages arising from the Client's use of third-party services or platforms.

9. AI Services

Where Qann delivers AI-integrated systems or services, the following applies:

• AI systems are tools to support human decision-making, not to replace it
• The Client retains responsibility for all decisions made using AI outputs
• Qann makes no warranty that AI outputs will be accurate, complete, or suitable for any particular purpose
• Human oversight mechanisms will be implemented in all AI systems Qann deploys

10. Termination

10.1 By either party

Either party may terminate an engagement with 30 days written notice. On termination, the Client pays for all work completed to the termination date, and Qann delivers all work product completed to that date.

10.2 Immediate termination

Either party may terminate immediately if the other party: materially breaches these Terms and fails to remedy the breach within 14 days of written notice; becomes insolvent or enters administration; or engages in unlawful conduct.

11. Governing Law and Disputes

These Terms are governed by the laws of the Republic of Estonia. Any dispute that cannot be resolved amicably within 30 days shall be referred to the courts of Tallinn, Estonia, whose jurisdiction the parties accept.

For Clients based in the Netherlands, disputes may alternatively be submitted to the competent courts of Eindhoven, Netherlands, at the Client's election.

12. General

• Entire agreement: These Terms, together with the applicable Scope of Work, constitute the entire agreement between the parties
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect
• Waiver: Failure to enforce any right does not constitute a waiver of that right
• Assignment: Neither party may assign their rights or obligations without prior written consent
• Updates: We may update these Terms from time to time. Material changes will be notified to active clients

13. Contact

For questions about these Terms:
Email: legal@qann.co
Post: Qann Commerce OÜ, Ahtri tn 12, Kesklinna linnaosa, 15551 Tallinn, Harju maakond, Estonia