TERMS AND CONDITIONS

1. Identification, purpose and scope

1.1. The website www.quantumdatastrategy.com (and the domain quantumdatastrategy.pt) and the QDS Routes platform, at app.quantumdatastrategy.com, are operated by QuantumData Strategy, Lda. ("QDS"), a Portuguese commercial company, tax identification and registration No. 517874571, with registered office at Rua do Lago de Prata, n.º 16, C5, 2605-299 Belas, contact info@quantumdatastrategy.com.

1.2. These Terms govern the use of the corporate website and, where a contract is entered into, access to and use of QDS Routes. The privacy policy and the cookie policy apply to the respective processing and technologies and do not replace these commercial terms.

1.3. QDS Routes is intended exclusively for business and professional customers acting in the course of their activity (B2B). Use of the corporate website does not, by itself, constitute a contract for the platform.

1.4. In the event of inconsistency, the following prevail, in this order: (i) an individual proposal or contract expressly accepted; (ii) the personal data processing agreement (DPA), in matters of data protection; (iii) these Terms; (iv) the conditions and description of the plan contracted. Mandatory legal provisions always prevail.

2. Service and functional limits

2.1. QDS Routes provides digital functionalities for route planning and optimization, organization of deliveries, allocation of tasks and vehicles, and access to operational information, according to the plan contracted and the functionalities made available to the Customer.

2.2. QDS supplies software, not transportation services or the direction of workers. The Customer is responsible for carrying out deliveries, driving, compliance with traffic laws and operational decisions.

2.3. Routes, distances, estimated times and recommendations produced by the platform are estimates. The Customer must verify the relevant data and constraints, including access, traffic, vehicle characteristics and safety conditions.

2.4. Optional or future functionalities, including a driver app, geolocation, proof of delivery and an artificial intelligence assistant, form part of the service only when actually made available and contracted. Their description will be communicated before activation.

3. Contracting, accounts and acceptance

3.1. The contract is concluded through an individual proposal that has been accepted or, where automatic subscription is available, through an electronic procedure that identifies the service, the price, the duration and the essential conditions, allowing the data to be reviewed and corrected before confirmation.

3.2. Anyone contracting on behalf of an organization declares that they have the authority to bind it. Individual users act in the name and under the responsibility of the customer organization, without thereby becoming parties to the contract.

3.3. In electronic contracting, the Customer expressly accepts the Terms and the DPA. QDS keeps proof of the date, the identification of the contracting party and the version accepted, and provides the documents in a format that can be saved and reproduced.

3.4. QDS may request tax identification and the information needed to verify professional status and issue the invoices required by law. The Customer is responsible for the accuracy of the data supplied.

3.5. The Customer manages user accounts, profiles and permissions. The Customer must keep credentials secure, limit access to authorized persons and report known incidents without undue delay.

4. Acceptable use

4.1. The Customer will use the platform lawfully, in accordance with the technical documentation and within the limits of the plan contracted.

4.2. It is prohibited to circumvent security mechanisms, access third-party data without authorization, introduce malicious code, exploit or resell the platform without QDS's consent, or use it for prohibited workplace surveillance or unlawful processing of personal data.

4.3. QDS may restrict manifestly abusive operations, in a proportionate manner and with prior notice where circumstances allow.

5. Plans, prices, invoicing and payment

5.1. The price, duration, functionalities and usage limits are set out in the commercial proposal or in the conditions shown before subscription. The conditions of an individual project prevail over the general subscription rules.

5.2. Prices aimed at professionals are shown in euros, plus VAT where due. Taxation depends on the legal rules on the place of supply of services and on the Customer's tax status; in intra-Community transactions the reverse charge will apply where its requirements are met.

5.3. Where monthly online subscription is available, the period is paid in advance and renewed for monthly periods until canceled, as indicated in the contracting confirmation. The Customer authorizes the recurring charges expressly accepted.

5.4. QDS may offer a free trial for the period stated in the proposal or in the contracting confirmation, with no automatic conversion to a paid plan unless a paid plan is subsequently and expressly contracted.

5.5. The Customer may cancel a monthly subscription up to the end of the current period; cancellation takes effect at the end of that period, with no refund of amounts corresponding to services already made available, except in the case of non-performance attributable to QDS or a mandatory rule to the contrary.

5.6. Price changes to active subscriptions will be notified at least 30 days in advance and will apply from the next renewal. The Customer may cancel before the new price applies.

5.7. Late payment may give rise to late-payment interest and collection costs legally due in commercial transactions. If non-payment persists after a demand for payment and a reasonable period to remedy it, QDS may suspend the service.

5.8. Usage limits per plan are shown at the time of contracting. Exceeding the limits does not give rise to automatic charges that have not been accepted; it may prevent new operations until the following period or until the plan is changed.

5.9. Payment processing and electronic invoicing will be carried out by the means made available at the time of contracting, when the respective functionalities are made available.

6. Data, confidentiality and data protection

6.1. The Customer retains the rights and legitimate interests in the operational data it enters into the platform and authorizes its processing to the extent necessary to provide the service.

6.2. As regards personal data processed on behalf of the Customer (including that of drivers and recipients), the Customer acts, as a rule, as controller and QDS as processor, under the DPA incorporated into the contract. QDS is responsible for certain processing of its own, identified in the Privacy Policy.

6.3. The Customer ensures the lawfulness of the purposes and instructions, the information given to data subjects and the management of access; QDS complies with its own obligations of security, confidentiality, sub-processing, assistance and processing in accordance with instructions.

6.4. The Parties will protect the non-public technical and commercial information obtained in the course of the contract and will not disclose it to third parties except with authorization, where necessary to perform the contract, or where required by law. This obligation continues for as long as the information remains confidential.

7. Geolocation, drivers and operational data

7.1. The management of deliveries and fleets does not authorize the use of remote surveillance means to monitor workers' professional performance in breach of Article 20 of the Portuguese Labor Code.

7.2. It is for the customer company, as employer and controller, to assess the purpose, lawfulness, proportionality, information to workers and any data protection impact assessment, without prejudice to QDS's own obligations as a technology provider.

7.3. Location functionalities, where made available, must respect private periods and any technical mechanisms for limiting or disabling them that prove necessary. The Customer must not use the data for prohibited workplace purposes.

7.4. Location access authorized in a phone's operating system does not replace the legal basis required for processing worker data.

8. Artificial intelligence and third-party services

8.1. The service may include artificial intelligence assistance to support logistics operations. Responses may contain inaccuracies, and it is for the user to verify relevant decisions.

8.2. QDS does not use customers' operational personal data to train its own models for independent purposes. Processing by technology providers is governed by the DPA, where applicable.

8.3. The voluntary opening of external navigation applications, such as Waze or Google Maps, is subject to the terms of those providers. QDS is liable for its own acts and for the integrations it provides, under the general terms of the law.

9. Intellectual property

9.1. QDS's software, interfaces, trademarks, algorithms and documentation belong to QDS or its licensors. The subscription grants the Customer a limited, non-exclusive, non-transferable license restricted to the term of the contract, with no transfer of intellectual property rights.

9.2. Use of the website and the platform does not authorize the reproduction or commercialization of QDS content or code, except with written permission or where use is permitted by law.

10. Security, availability and maintenance

10.1. QDS adopts technical and organizational measures appropriate to information security and seeks to keep the service operational. It does not guarantee uninterrupted availability, the absolute absence of errors or immunity from incidents.

10.2. Scheduled maintenance and relevant changes will be notified with reasonable advance notice, whenever possible. Specific availability or support commitments apply only where expressly contracted.

10.3. QDS may introduce technical improvements without materially reducing the functionalities contracted. Materially unfavorable changes are notified at least 30 days in advance, except where urgent for security reasons or a legal obligation; in that case, the Customer is entitled to the legally applicable means of termination and proportionate refund.

11. Suspension and termination

11.1. QDS may suspend the service proportionately in the event of serious breach, unlawful use, a significant security threat, persistent non-payment or a legal requirement. Except in urgent cases, it must give notice of the reason and allow a reasonable opportunity to remedy.

11.2. Either Party may terminate the contract for serious breach by the other, under the general terms of the law, after notice and the granting of a reasonable period to remedy the breach where possible.

11.3. Monthly subscriptions terminate in accordance with the agreed cancellation mechanism. For fixed-term contracts, termination is governed by the proposal contracted and the applicable legal rules.

11.4. Termination does not affect the collection of amounts already due or the duties of confidentiality, data protection, liability and return or deletion of data.

12. Data export and switching provider

12.1. The Customer may obtain its data in structured, commonly used formats, according to the export capabilities available and the legally applicable rights.

12.2. Where the service falls within Chapter VI of Regulation (EU) 2023/2854 (Data Act), the Customer benefits from the rights to switch provider and to export data and exportable digital assets, including the notice, transition and retrieval periods provided for by law.

12.3. QDS will provide the assistance legally due, seeking to maintain the continuity and security of processing during the switch. The associated charges may not exceed the legal limits and no switching charges will be required from January 12, 2027.

12.4. The return and deletion of personal data subject to the DPA follow the Customer's choice, the legal conditions and any legally mandatory retention. Export does not confer rights over QDS's code, algorithms or trade secrets, without prejudice to data that is legally exportable.

12.5. The export formats available and the procedure for switching provider are indicated by QDS, on request, through privacidade@quantumdatastrategy.com.

13. Liability

13.1. Each Party is liable for damage resulting from non-performance of the obligations attributable to it, under the terms of the law.

13.2. QDS's contractual liability for pecuniary damage arising from fault or negligence is limited to the amount corresponding to sums paid by the Customer for the service in the twelve months preceding the event giving rise to liability.

13.3. The above limit does not apply where the exclusion or limitation is prohibited by law, including willful misconduct or gross negligence, damage to life or physical integrity, non-contractual liabilities that are mandatorily protected and liabilities under the GDPR that cannot be excluded by contract.

13.4. QDS is not liable for damage caused exclusively by incorrect data entered by the Customer, unlawful instructions or operational decisions outside its control, without prejudice to liabilities that are its own.

13.5. The Customer is liable for damage demonstrably caused to QDS by unlawful use or unlawful instructions attributable to the Customer. Compensation does not cover damage resulting from QDS's own non-performance. Nothing in these Terms limits the rights of third parties or the powers of the authorities.

14. Changes to the contract

14.1. QDS may update these Terms, notifying materially unfavorable changes at least 30 days in advance. The Customer may terminate the subscription before the changes come into force, with a proportionate adjustment of advance payments for services not provided where due.

14.2. Express acceptance will be obtained whenever required by law or by the nature of the change. Updates that are not enforceable against the Customer under the law do not retroactively alter acquired rights.

15. Complaints, governing law and courts

15.1. For support requests: info@quantumdatastrategy.com; for contractual complaints: reclamacoes@quantumdatastrategy.com. QDS will seek an amicable solution, without limiting recourse to legal remedies.

15.2. The provision of services is governed by Portuguese law, without prejudice to mandatory rules of European Union law. For contractual disputes between businesses, the Parties designate the courts of the judicial district of Lisbon, where a jurisdiction agreement is legally permissible.

15.3. In the event of any discrepancy between language versions, the Portuguese version prevails, without prejudice to applicable mandatory rights.

16. Final provisions

16.1. The invalidity or unenforceability of any provision does not affect the validity of the remaining provisions, to the extent legally permissible.

16.2. The contract, the commercial proposal, the DPA and the applicable annexes constitute the agreement between the Parties on the service, without prejudice to mandatory legal provisions.

16.3. Contractual communications may be made by email to the addresses indicated by the Parties, subject to any formal legal requirements.