Terms and conditions

These Terms and Conditions governs access to and use of SQAI SUITE, an AI-powered platform to support the system development lifecycle, that SQAI Suite BV provides pursuant to these Terms and Conditions (the “Services”).

Customer wishes to use the Services in its business operations.

SQAI Suite BV has agreed to provide, and the Customer has agreed to use SQAI SUITE provided by SQAI Suite BV subject to the terms and conditions of these Terms and Conditions.

These Terms and Conditions prevail over the terms issued by the Customer, even if SQAI Suite BV did not expressly protest against such terms and shall supersede and take precedence over purchase orders and general terms and conditions of the Customer or any other written or oral communications between the Parties if not referred to expressly in these Terms and Conditions.

Customer acknowledges that it has read these Terms and Conditions, understands them and agrees to be bound by them. Customer further agrees that these Terms and Conditions constitute the entire and exclusive agreement with respect to SQAI SUITE to be provided.

1. Services and Support

1.1. Provision of Services.

1. Upon payment of the due amounts, SQAI Suite BV grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use SQAI SUITE as stated in these Terms and Conditions and specified in the Quote for Customer’s business operations. SQAI Suite BV may subcontract to third parties any part of SQAI SUITE. In particular, SQAI Suite BV may utilize third-party service providers to provide amongst others, but not limited to, connectivity, AI services, datacenter services, database services and security services. The Customer shall not use, print, copy, adapt, modify, translate or alter SQAI SUITE in whole or in part except as expressly provided in these Terms and Conditions, in a separate written Terms and Conditions or as permitted by compelling law.
2. Customer shall notify SQAI Suite BV immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security, use reasonable efforts to stop any unauthorized use of SQAI SUITE, that is known or suspected by Customer, and not provide false identity information to gain access to or use SQAI SUITE. The Customer must not use SQAI SUITE in any way that causes, or may cause, damage to SQAI SUITE or impairment of the availability or accessibility of SQAI SUITE. The Customer must not use SQAI SUITE in any way that is unlawful, illegal, fraudulent or harmful; or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

1.2. Limitations on Use of Services.

1. Customer shall not remove any identification, proprietary, copyright or other notices in SQAI SUITE or the documentation. In addition, Customer has no permission to reverse SQAI SUITE into source code, to decompile, disassemble, or analyze SQAI SUITE by “reverse engineering”, to create derivative works of SQAI SUITE, to merge SQAI SUITE with other software, to sublicense, sell, lease or otherwise encumber its rights granted by SQAI Suite BV (unless expressly authorized by SQAI Suite BV) and each attempt thereto shall constitute an infringement, unless such act is expressly permitted by compelling law.
2. In case of infringement, SQAI Suite BV reserves all its rights to prove and obtain compensation for its full damages incurred by such infringement. This article does not prevent SQAI Suite BV from obtaining equitable relief in summary or other proceedings.
3. The Customer must not use SQAI SUITE in any way that causes, or may cause, damage to SQAI SUITE or impairment of the availability or accessibility of SQAI SUITE.
4. The Customer must not use SQAI SUITE in any way that is unlawful, illegal, fraudulent or harmful; or in connection with any unlawful, illegal, fraudulent or harmful purpose.
5. Use of the Services is subject to the quota of SQAI SUITE Credits included in the Customer’s subscription plan, as set out in the applicable Quote. SQAI SUITE Credits consumed beyond the included allowance are charged in accordance with clause 1.3(b).

1.3. SQAI SUITE Credits, Fees and Price Adjustment.

(a) SQAI SUITE Credits. Use of the Services is measured in SQAI SUITE Credits, being the unit of consumption applied to the Customer’s use of the Services. Each subscription plan includes a defined allowance of SQAI SUITE Credits as set out in the applicable Quote. As an indicative benchmark, an allowance of 10,000 SQAI SUITE Credits corresponds to the average annual usage of a team of five (5) full-time equivalents (FTE) over a period of one (1) year. This benchmark is provided for guidance only and actual consumption may vary depending on the Customer’s usage patterns. SQAI SUITE Credits have no monetary value outside the Services, are non-transferable and, unless expressly stated otherwise in the Quote, do not carry over to a subsequent billing period.

(b) Consumption beyond the included allowance. Where the Customer’s consumption exceeds the SQAI SUITE Credits included in its plan, additional SQAI SUITE Credits are charged at the per-credit rate set out in the applicable Quote, either on a pay-as-you-go basis or, where the Customer has pre-purchased SQAI SUITE Credits, at the applicable upfront rate. SQAI Suite BV will invoice for such additional consumption in accordance with the Quote.

(c) Price adjustment and indexation. The per-credit price and the subscription fees are based on SQAI Suite BV’s underlying costs of providing the Services, including without limitation the costs charged to SQAI Suite BV by its third-party providers of AI, compute, infrastructure, connectivity, datacenter and security services. SQAI Suite BV may adjust the per-credit price and/or the subscription fees, no more than once per calendar year for a running term and with effect from the start of any renewal term, to reflect (i) the evolution of the relevant consumer or producer price indices, and/or (ii) any increase in SQAI Suite BV’s underlying third-party costs. SQAI Suite BV will notify the Customer of any such adjustment at least thirty (30) days before it takes effect. By way of exception, where SQAI Suite BV’s underlying third-party costs increase by more than fifteen percent (15%) over a period of three (3) months or less, SQAI Suite BV may pass on such cost increase by adjusting the per-credit price with immediate effect upon written notice to the Customer, provided that any such adjustment shall not exceed the proportionate increase in SQAI Suite BV’s underlying costs. Adjustments made under this clause to reflect indexation or documented third-party cost increases do not require the Customer’s consent. Already pre-purchased SQAI SUITE Credits and the fees for the then-current paid term are not affected by an adjustment made during that term.

2. Term and termination

1. Access to the platform of SQAI Suite BV (hereinafter called the “Services”) is granted until terminated. SQAI Suite BV may terminate these Terms and Conditions if Customer fails to comply with these terms.

3. Intellectual Property.

3.1. Ownership.

1. Except as expressly set forth in these Terms and Conditions, SQAI Suite BV will own and retain all right, title and interest in and to (a) SQAI SUITE, including all software, improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed as part of any maintenance or support, and (c) all Intellectual Property Rights related to any of the foregoing. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
2. All rights in and to SQAI SUITE not expressly granted to Customer in these Terms and Conditions are reserved by SQAI Suite BV. No license is granted to the Customer except as to use of SQAI SUITE as expressly stated herein.

3.2. Reservation of Rights.

1. These Terms and Conditions do not grant SQAI Suite BV any rights to Customer’s data or the Intellectual Property Rights embodied in that data except for the limited rights expressly set forth in these Terms and Conditions.
2. These Terms and Conditions do not grant Customer (i) any rights to the Intellectual Property Rights in SQAI SUITE or (ii) any rights to use the SQAI Suite BV trademarks, logos, domain names, or other brand features unless otherwise agreed.

3.3. AI Input and Model Training.

1. SQAI Suite BV guarantees that Customer data shall never be used to train, fine-tune, or otherwise optimize any Large Language Model (“LLM”), whether proprietary to SQAI Suite BV or operated by any third-party provider. All data processed through SQAI SUITE is used solely for real-time inference in the execution of the requested services and features, and Customer data remains the exclusive property of the Customer at all times.
2. SQAI Suite BV integrates exclusively with professional-grade, enterprise-compliant LLM providers that are contractually bound to uphold the following standards: (i) Zero Training: Customer data is never used to train or fine-tune any provider’s base or fine-tuned models; (ii) Non-Persistence: API interactions are processed in-memory and are not retained by the provider beyond the immediate processing window required to deliver the service; and (iii) Contractual Safeguards: all providers are bound by technical and legal Data Processing Agreements (“DPAs”) ensuring the confidentiality of Customer data. Each such provider maintains data infrastructure within the European Union and other jurisdictions, governed by applicable data protection law.
3. SQAI Suite BV maintains transparent governance through its Terms and Conditions and its Data Processing Agreement, which together provide the legal mandate that Customer data is accessed or processed only to the extent strictly necessary for the operation, delivery, and security of the services.

3.4. AI-Generated Output.

As between the Parties, all output generated by SQAI SUITE specifically for the Customer in the course of the Customer’s use of the Services (the “Output”), including generated test cases, test scripts, analyses, reports and similar deliverables, is and shall remain the property of the Customer. SQAI Suite BV assigns to the Customer all right, title and interest it may have in and to such Output. For the avoidance of doubt, this does not transfer to the Customer any rights in SQAI SUITE itself or in the underlying models, software or technology used to generate the Output, which remain governed by clause 3.1. The Customer is responsible for reviewing and validating the Output before relying on it, in accordance with clause 4.2. 

4. Warranties.

4.1. General.

1. SQAI Suite BV represents that it is free to enter into these Terms and Conditions and it has not made or will not make any grant or assignment which can or might prevent or interfere with the full performance of its obligations under these Terms and Conditions. Parties agree that they will act in good faith at all times and shall not bring each other into disrepute. SQAI Suite BV represents and warrants that it will provide SQAI SUITE in a professional manner consistent with general industry standards.
2. SQAI Suite BV warrants that SQAI SUITE will not contain any viruses that (1) would disable the software or any computer systems, network or data of the Customer or (2) that would permit SQAI Suite BV or any third party to access the software or any computer system, network or data of the Customer or (3) that would permit any third party to track, monitor or otherwise report the operation and the use of the software or any computer system, network or data of the Customer. The Customer warrants that it will at all times use SQAI SUITE in conformity with the directives and instructions of SQAI Suite BV and will take all measures to safeguard the integrity and security of such services and any goods or materials in connection with it. Notwithstanding the foregoing, SQAI Suite BV shall have no obligations under these warranties if it appears that Customer has not used SQAI SUITE in line with directives and instructions of SQAI Suite BV.

4.2. Warranty disclaimer.

SQAI Suite BV does not warrant that SQAI SUITE will meet Customer’s performance requirements or that SQAI SUITE will operate in accordance with Customer’s expectations. Before signing this Quote, Customer has studied SQAI SUITE and its performance and accepts responsibility for selection of SQAI SUITE, its use and the results to be obtained therefrom. Except as expressly provided for in these Terms and Conditions, SQAI Suite BV makes no warranty of any kind, express or implied, and the warranty of fitness for a particular purpose is hereby excluded. To the fullest extent permitted by law, except as expressly stated in these Terms and Conditions, neither SQAI Suite BV nor its partners make any warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use, or noninfringement. Neither SQAI Suite BV nor its licensors make any warranty about any content or information in or from an end user or Customer Services account. SQAI Suite BV is not responsible for the accuracy, completeness, integrity, appropriateness, or legality of data, declaration proposals, or any other information shared or posted by a Customer or its users.

5. Indemnification and Limits of Liability.

1. For as far as permitted by law, the following limits of liability shall apply:

• SQAI Suite BV shall not be liable in any manner whatsoever for the data output obtained through use of SQAI SUITE. Customer shall, at its own expense, indemnify, defend and hold SQAI Suite BV harmless from and against any claim(s) brought against SQAI Suite BV by a third party arising out of, or related to, Customer’s use of the data output obtained from use of SQAI SUITE.
• In no event shall SQAI Suite BV’s liability include any consequential damage arising out of the provision and/or use of SQAI SUITE and/or any documentation related to it, or any other damage which has not been caused directly and immediately by a fault of SQAI Suite BV.
• The liability for deficiencies in the infrastructure services and/ or any third-party software is limited to the liability of the cloud provider and/or third-party software provider towards SQAI Suite BV.
• For direct damages resulting from SQAI SUITE (excluding damages or claims resulting from data output of SQAI SUITE), the liability of the Parties under these Terms and Conditions shall be limited to 100% of the yearly purchased total license fee of the year in which the damage occurs by the Customer.

1. SQAI Suite BV shall defend and hold Customer harmless from any claims, lawsuits or legal    actions instituted against Customer by any third party that are based on the argument that SQAI SUITE constitute infringement of copyrights protected in those countries where SQAI SUITE is permitted to be used. SQAI Suite BV shall have the sole control of the defense and settlement of the claim. The obligations of SQAI Suite BV in the terms of this article are expressly subordinated to the following terms:
   • Customer must inform SQAI Suite BV immediately and by registered mail with acknowledgement of receipt of any claim or legal action based on the infringement of a copyright, and
   • Customer must communicate to SQAI Suite BV any information available to Customer regarding this claim, and
   • Customer must co-operate, completely, with SQAI Suite BV in all matters of the defense, the dispute or the settlement of the
   • If Customer fails to comply with the above, it shall be liable for all the extra costs, damages, interests and legal expenses which are caused by this failure to comply. Customer shall also be liable for any settlement or any transaction concluded without the prior written Terms and Conditions of SQAI Suite BV.
   • If the use of SQAI SUITE leads to a legal action for copyright infringement, then SQAI Suite BV shall, at any time and at its own expense, take any of the following actions:
     • Replace SQAI SUITE with non-infringing Services and/or Documentation, or alter it so as to eliminate any infringement, or
     • Stop the provision of the infringing part of SQAI SUITE and/or Documentation and refund Customer the appropriate part of the paid fees, related to the infringing part of SQAI SUITE
     • Obtain for Customer the right to use the infringing

The above is the only and exclusive obligation and warranty of SQAI Suite BV with respect to copyrights.

1. SQAI Suite BV offers no warranty in the area of patent infringement, or any other industrial and intellectual right, except with respect to copyright as stated
2. SQAI Suite BV shall not be liable in any way with respect to Customer if the claim or infringement is founded on or caused by the following actions performed by any other party than SQAI Suite BV:
   • The combination of SQAI SUITE with equipment, systems or software supplied by a third party without SQAI Suite BV’s prior written approval, or
   • Any modification or alteration of Services by Customer or a third party, or by SQAI Suite BV performed at Customer’s instruction, or
   • The use of SQAI SUITE for purposes other than those for which it is

SQAI Suite BV’s liability for Customer’s infringement of any third party’s right is limited to that stipulated above.

6. General.

 6.1. Assignment.

Customer may not assign any part of these Terms and Conditions without SQAI Suite BV’s prior written   consent, except that no such consent will be required with respect to an assignment of these Terms and Conditions to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void. This clause does not limit the right of Customer to make the content of these Terms and Conditions public for operational business purposes.

6.2. Severability.

If any provision of the Terms and Conditions is held to be void or unenforceable under applicable law, this shall not cause the other provisions of the Terms and Conditions to be void or unenforceable. In such cases Parties shall replace the affected provision by a different provision that is not void or unenforceable and that represents the same intention that Parties had with the original provision.

6.3. Governing Law.

These Terms and Conditions are exclusively governed by Belgian law. In case of disputes or claims with respect thereto, the Courts of Belgium (Antwerpen) shall have sole jurisdiction.

6.4. Entire Agreement.

These Terms and Conditions including all attachments, exhibits and Quote(s), are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms and Conditions.

6.5. Force Majeure.

Neither SQAI Suite BV nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance, an epidemic or pandemic). Any delay resulting from such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstance. In such an event each Party shall notify the other Party of the expected duration of the force majeure event.