Terms of Service

Welcome to Qubitz AI, an engineering-grade agentic AI platform delivered by Cloud202. These Terms of Service govern your access to and use of the Qubitz AI website, platform, and related services. By accessing or using the services, you agree to be bound by these Terms. Please read them carefully before using the platform.

Acceptance of Terms

By accessing or using Qubitz AI, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy. These Terms take effect when you click an "I Accept" button or checkbox presented with these Terms or, if earlier, when you first use the services. If you are accepting on behalf of a company or other legal entity, you represent that you have the legal authority to bind that entity, in which case "you" and "Customer" refer to that entity. You represent that you are lawfully able to enter into contracts. If you do not agree to these Terms, you must not use the services.

Business Use Only

The services are offered solely for business and professional use by companies, organisations, and professional users, and are not intended for consumers acting outside their trade, business, craft, or profession. By accepting these Terms you confirm that you are entering into them in the course of business. Consumer protection laws applicable to consumer contracts, including the UK Consumer Rights Act 2015 and the EU Unfair Contract Terms Directive, are not intended to apply to these Terms.

Definitions

"Customer Data" means all data, content, code, prompts, configurations, files, and other materials that you or your authorised users submit to, upload to, or generate through the platform in connection with your account, including inputs provided to AI agents and the outputs returned to you.

"Customer Applications" means the projects, applications, agents, workflows, and solutions that you create, configure, build, or deploy using the platform.

"Qubitz Core Technology" means the Qubitz AI platform and all underlying technology, including software, agent frameworks, orchestration logic, templates, APIs, sample code, architecture, methodologies, documentation, and any improvements or derivatives of the foregoing, whether existing before or developed during your use of the services.

"Authorised Users" means your employees, contractors, and agents whom you permit to access the services under your account.

Use of the Services

You may access and use the services in accordance with these Terms and any applicable order, subscription plan, or statement of work. You agree to use the services only for lawful purposes and in compliance with all applicable laws, rules, and regulations, including data protection, export control, and sanctions laws in the jurisdictions in which you operate. You are responsible for your Authorised Users' use of the services and for ensuring their compliance with these Terms. You will be deemed to have taken any action that you permit, assist, or facilitate any person or entity to take in relation to your account.

Acceptable Use

You must not, and must not permit any third party to: use the services in any way that could damage, disable, overburden, or impair our servers, networks, or underlying cloud infrastructure; attempt to gain unauthorised access to the services, other customers' environments, or related systems; reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the platform, except to the extent applicable law permits despite this restriction; resell, sublicense, or provide the services to third parties except as expressly permitted in writing; use the services to develop, train, or improve a competing product or service, including using outputs to create synthetic training data for a substantially similar platform; use the services to infringe any intellectual property or privacy rights of any party; use the services to generate, store, or transmit unlawful, harmful, defamatory, or infringing content; or remove or obscure any proprietary notices. We may suspend access immediately where we reasonably believe your use poses a security risk, may adversely impact the services or other customers, or may expose Cloud202 or any third party to liability.

Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials, API keys, and access tokens, all of which are for your internal use only and may not be sold, transferred, or sublicensed. You are responsible for all activities that occur under your account. You agree to provide accurate and complete registration information, maintain its accuracy, and notify us immediately of any unauthorised use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

Customer Ownership of Data and Applications

As between you and Cloud202, you and your licensors retain all right, title, and interest, including all intellectual property rights, in and to your Customer Data and Customer Applications. Cloud202 does not claim any ownership of the projects you create, the applications you build or deploy, the data you submit, or the outputs generated for you by the platform. Outputs generated by AI agents in response to your inputs are treated as Customer Data and belong to you, subject to third party rights that may exist in similar or identical outputs generated independently for others.

You grant Cloud202 a limited, royalty-free, non-exclusive, worldwide licence to host, process, transmit, display, and otherwise use Customer Data and Customer Applications solely to the extent necessary to provide, secure, support, and maintain the services, to comply with law, and as otherwise instructed by you. We do not use your Customer Data to train foundation models or shared AI models, and we do not make your data available to other customers, without your explicit written permission.

You represent and warrant that you or your licensors own all rights in your Customer Data necessary to grant the licence above, and that your Customer Data and your use of the services will not violate applicable law or infringe the rights of any third party.

Cloud202 Ownership of the Platform

As between you and Cloud202, Cloud202 and its licensors exclusively own all right, title, and interest, including all intellectual property rights, in and to the Qubitz Core Technology, the services, the website, and all related documentation, branding, and trademarks. Except for the limited rights expressly granted in these Terms, no rights in the Qubitz Core Technology are granted to you, whether by implication, estoppel, exhaustion, or otherwise. Nothing in these Terms shall be construed as a sale of the platform or any part of it. If you provide suggestions, feedback, or ideas regarding the services, you grant Cloud202 a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

Project Acceptance and Sign-Off

To enable efficient delivery, you agree that a project is deemed created when you initiate it on the Qubitz AI platform, and deemed deployed when the platform completes deployment of the associated workloads to the target cloud environment. Upon creation and deployment of a project, you authorise Cloud202 to record and issue acceptance and sign-off on your behalf for that project.

You acknowledge that projects created and deployed on the platform may be eligible for funding, credits, or incentive programs offered by Amazon Web Services and other cloud providers, including migration, modernisation, proof-of-concept, and partner funding programs, and that such programs typically require evidence of customer acceptance of delivery milestones. By accepting these Terms, you consent to Cloud202 using project acceptance and sign-off records generated under this section as milestone and delivery evidence in support of applications for, and claims under, such funding programs, and to Cloud202 sharing reasonable, non-confidential project information (such as project scope, workload type, deployment status, and associated cloud consumption) with the relevant cloud provider for that purpose. You agree to provide reasonable cooperation, including timely confirmations or documentation, where a cloud provider requires direct customer attestation as a condition of a funding program. Nothing in this section is intended to circumvent the eligibility, evidence, or attestation requirements of any cloud provider funding program, and where a program's rules require sign-off or attestation directly from the customer, those rules shall prevail and Cloud202 will request it from you. Unless expressly agreed otherwise in writing, any funding, credits, or incentives obtained by Cloud202 under such programs are for the benefit of Cloud202 and do not create any entitlement, claim, or offset in your favour.

If you believe a deployed project does not materially conform to its agreed scope, you must notify us in writing within seven (7) days of deployment, in which case the parties will work in good faith to remediate. In the absence of such notice, the project shall be deemed accepted and signed off without further action. Deemed acceptance under this section does not limit any support, remediation, or service commitments separately agreed between you and Cloud202.

Third Party Services and Cloud Infrastructure

The platform operates on, deploys to, and integrates with third party cloud infrastructure and services, including Amazon Web Services and other providers you select. Your use of any third party services, including the cloud accounts into which your Customer Applications are deployed, is governed by your separate agreements with those providers, and Cloud202 is not a party to those agreements and is not responsible for third party services. You are responsible for any fees charged by third party providers in connection with your own accounts, and for maintaining the entitlements, quotas, and configurations required on your side for deployments to succeed.

Data Protection and Privacy

Each party will comply with the data protection laws applicable to it in connection with these Terms. Where Cloud202 processes personal data on your behalf in providing the services, Cloud202 acts as a processor (or service provider) and you act as the controller (or business), and the parties will comply with the data processing terms set out in our Data Processing Addendum, which is incorporated into these Terms by reference.

For customers in the United Kingdom, processing of personal data is carried out in accordance with the UK GDPR and the Data Protection Act 2018. For customers in the European Economic Area, processing is carried out in accordance with the EU General Data Protection Regulation (EU) 2016/679. Where personal data is transferred outside the UK or EEA to a country not deemed adequate, the parties will rely on appropriate safeguards, including the UK International Data Transfer Addendum or the EU Standard Contractual Clauses, as applicable.

For customers in the United States, Cloud202 will process personal information only as necessary to provide the services and will not sell or share personal information as those terms are defined under the California Consumer Privacy Act as amended by the CPRA, or under other applicable US state privacy laws, and will provide reasonable assistance with consumer rights requests relating to data we process on your behalf.

For customers in the Gulf Cooperation Council region, the parties will comply with applicable data protection laws including the Saudi Arabian Personal Data Protection Law, the UAE Federal Personal Data Protection Law, and where relevant the data protection regimes of the DIFC and ADGM financial free zones, including any applicable data residency, localisation, or cross-border transfer requirements. Where regulated workloads require in-country processing, deployment regions can be selected accordingly.

You are responsible for obtaining all consents and providing all notices required for the lawful collection and submission of personal data to the platform, and for ensuring that your Customer Applications comply with the data protection laws applicable to your end users.

Security

Cloud202 implements and maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorised access, destruction, use, modification, or disclosure, aligned with recognised industry standards and AWS Well-Architected security practices. You are responsible for the security configuration of your own cloud accounts, the access controls you apply within your Customer Applications, and the classification of the data you choose to submit to the platform. Each party will notify the other without undue delay upon becoming aware of a personal data breach affecting data processed under these Terms.

Confidentiality

Each party may receive confidential information of the other in connection with these Terms. The receiving party will use the disclosing party's confidential information only to perform under these Terms, protect it using at least the same degree of care it uses for its own confidential information and no less than reasonable care, and not disclose it to third parties except to employees, advisers, and subcontractors with a need to know who are bound by obligations at least as protective. These obligations do not apply to information that is publicly available without breach, independently developed, rightfully received from a third party, or required to be disclosed by law, provided reasonable advance notice is given where lawful.

Fees and Payment

Fees for the services are as set out in your subscription plan, order form, AWS Marketplace listing, or other agreed commercial terms. Unless stated otherwise, fees are exclusive of taxes, and you are responsible for all applicable VAT, GST, sales taxes, and similar charges, excluding taxes on Cloud202's income. Overdue amounts may accrue interest at the maximum rate permitted by law, and we may suspend the services for non-payment after reasonable notice. Fees paid are non-refundable except as expressly stated in these Terms or required by law.

AI Service Terms

You acknowledge that outputs generated by AI systems are probabilistic in nature and may contain inaccuracies, and that similar outputs may be generated for other customers from similar inputs. You are responsible for human review and validation of outputs before relying on them, particularly for legal, financial, medical, safety, or other consequential decisions. You must not represent AI-generated output as human-generated where it would be misleading or unlawful to do so, and you are responsible for complying with AI transparency, risk classification, and related obligations applicable to your use case, including under the EU Artificial Intelligence Act and equivalent UK or other regimes where they apply to your Customer Applications.

Warranties and Disclaimer

Cloud202 warrants that it will provide the services with reasonable skill and care. Except as expressly stated, the services are provided on an "as is" and "as available" basis, and Cloud202 disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the services will be uninterrupted, timely, secure, or error-free, or that outputs will be accurate or fit for any specific purpose. Nothing in these Terms excludes or limits any warranty or right that cannot be excluded or limited under applicable law, including consumer protection laws where they apply.

Indemnification

Cloud202 will defend you against third party claims alleging that the Qubitz Core Technology, when used in accordance with these Terms, infringes a third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement, provided you give prompt notice, reasonable cooperation, and sole control of the defence to Cloud202. This obligation does not apply to claims arising from Customer Data, Customer Applications, combinations with materials not provided by Cloud202, or use in violation of these Terms. If the platform is found, or is reasonably likely to be found, infringing, Cloud202 may procure the right for you to continue using it, modify or replace it so it becomes non-infringing, or terminate the affected services and refund prepaid unused fees.

You will defend Cloud202 against third party claims arising from your Customer Data, your Customer Applications, or your use of the services in violation of these Terms or applicable law, on equivalent conditions.

Limitation of Liability

To the fullest extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, use, goodwill, or other intangible losses, whether based on contract, tort including negligence, or any other legal theory, even if advised of the possibility of such damages. Each party's total cumulative liability arising out of or relating to these Terms shall not exceed the amounts paid or payable by you to Cloud202 for the services in the twelve (12) months preceding the first event giving rise to the claim. These limitations do not apply to your payment obligations, either party's indemnification obligations, a party's infringement of the other party's intellectual property rights, or any liability that cannot be limited by law, including liability for death or personal injury caused by negligence or for fraud.

Suspension and Termination

We may suspend or terminate your access to the services if you materially breach these Terms and fail to cure within thirty (30) days of written notice, or immediately where the breach involves unlawful use, security risk, non-payment, or harm to the services or other customers. You may terminate if Cloud202 materially breaches and fails to cure within thirty (30) days of written notice. Upon termination, your right to use the services ceases. For a period of forty five (45) days following termination, and subject to payment of all outstanding amounts, we will make Customer Data available for retrieval in a commonly used format, after which we may delete Customer Data from our systems unless legally required to retain it. Provisions relating to ownership, project acceptance, confidentiality, data protection, fees, indemnification, limitation of liability, and governing law survive termination.

Export Controls and Sanctions

You must comply with all applicable export control and economic sanctions laws, including those of the United Kingdom, the European Union, and the United States. You represent that you are not located in, organised under the laws of, or ordinarily resident in any embargoed jurisdiction, and that you are not a sanctioned or restricted party. You will not use the services to export, re-export, or transfer any technology or data in violation of such laws.

Changes to the Services and Terms

We may enhance, modify, or update the services from time to time, including to maintain availability, security, or performance, to comply with law, or to avoid infringement, provided that we will not materially degrade the core functionality of your subscribed services during a paid subscription term. We may modify these Terms at any time by posting a revised version on the Qubitz AI website or by notifying you. If a revision is material, we will provide reasonable advance notice before the new terms take effect. Your continued use of the services after the effective date of any modification constitutes your acceptance of the modified Terms.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law provisions, and the parties submit to the exclusive jurisdiction of the courts of England and Wales, except that for customers contracting with a Cloud202 entity in the United States, the parties may agree in an order form that the laws of the State of Delaware and the courts located in Delaware shall apply, and for customers in the GCC region, the parties may agree in an order form to the laws and courts of the DIFC or ADGM, or to final and binding arbitration under the rules of the LCIA or the DIFC-LCIA seated in London or Dubai, which the parties acknowledge may be preferable where local enforcement of foreign court judgments is uncertain. Nothing in this section limits either party's right to seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

General

These Terms, together with the Privacy Policy, any Data Processing Addendum, and any order forms or statements of work, constitute the entire agreement between you and Cloud202 regarding the services and supersede all prior agreements on the subject. If any provision is held unenforceable, the remainder shall continue in full force. Neither party may assign these Terms without the other's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice. No waiver is effective unless in writing. Neither party is liable for delay or failure caused by events beyond its reasonable control. The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, or agency relationship.

Contact Information

If you have any questions about these Terms of Service, please contact us at hello@qubitz.ai.