Last updated: May 20, 2026 · Applies to B2B engagements only
These General Terms and Conditions govern all fixed-price and time & material services, as well as Microsoft software license sales, provided by Quantum Neon LLC to business clients. By accepting a written proposal or statement of work from Quantum Neon, you agree to these Terms in full. Staff augmentation engagements are governed by a separate Master Service Agreement.
Quantum Neon LLC, 7901 4th St N Ste 300, St. Petersburg, FL 33702, USA ("Quantum Neon", "we", "us") provides consulting, implementation, development services, and Microsoft software licenses to business clients ("Client", "you").
These Terms apply to all engagements unless a separate written agreement signed by both parties explicitly supersedes them. In the event of any conflict between these Terms and a signed proposal or statement of work, the signed proposal or statement of work shall prevail.
These Terms do not apply to consumers. All services are provided exclusively to business clients acting in a commercial capacity.
Fixed-price engagements are based on a written proposal or Statement of Work (SOW) that defines the agreed deliverables, timeline, and total price. The proposal constitutes the entire scope of work. Any work beyond the agreed scope is a change request and will be quoted separately in writing before execution begins.
Quantum Neon will notify the Client promptly upon identifying any potential scope change. No out-of-scope work will be undertaken without written approval from the Client's designated contact.
Time & Material engagements are billed based on actual hours worked at the agreed hourly or daily rate. Written estimates, where provided, are non-binding unless explicitly confirmed as a budget cap in the applicable proposal.
Hours are tracked and reported weekly via the project management tool agreed upon with the Client. Invoices are issued weekly, covering hours worked in the preceding week.
All fees are as stated in the applicable proposal or SOW. Amounts are quoted exclusive of applicable taxes (VAT or equivalent), which will be added where required by law.
The payment schedule is set out in the applicable proposal. Unless otherwise agreed in writing, invoices are issued at project milestones as specified in the proposal. All invoices are due upon receipt.
Invoices are issued weekly and are due upon receipt.
In the event of non-payment, Quantum Neon reserves the right to suspend all services until outstanding invoices are settled in full. The Client shall bear any costs associated with the collection of overdue amounts, including reasonable legal and collection fees.
Disputed invoices must be raised in writing within seven (7) days of receipt, specifying the disputed amount and reasons. Undisputed portions remain due upon receipt.
The Client agrees to provide Quantum Neon with timely access to all systems, environments, data, documentation, and personnel reasonably required to perform the agreed services. Delays or additional costs caused by the Client's failure to provide such access are the Client's responsibility and may affect agreed timelines.
The Client is responsible for the accuracy and completeness of all requirements, specifications, and test data provided. Quantum Neon shall not be liable for deficiencies in deliverables that result from incorrect or incomplete information supplied by the Client.
The Client shall designate a primary point of contact who is authorised to provide instructions, review deliverables, and make decisions on the Client's behalf. Quantum Neon is entitled to rely on instructions from this contact.
The Client is solely responsible for maintaining adequate backups of its systems and data prior to and during any engagement. Quantum Neon accepts no liability for data loss that could have been prevented by proper backup procedures.
For Fixed-Price engagements, the Client shall review each deliverable and provide written acceptance or a documented list of deficiencies within ten (10) business days of delivery. If no response is received within this period, the deliverable shall be deemed accepted.
Quantum Neon will address documented deficiencies attributable to Quantum Neon within an agreed timeframe at no additional charge. Deficiencies caused by changes to Client requirements, third-party systems, or Client-provided data will be treated as change requests.
For Time & Material engagements, the Client acknowledges and accepts work on an ongoing basis through continued engagement and payment.
Upon receipt of full payment for an engagement, Quantum Neon grants the Client a non-exclusive, perpetual license to use the custom deliverables produced specifically for the Client under that engagement.
Quantum Neon retains all rights to its pre-existing intellectual property, including but not limited to tools, frameworks, methodologies, reusable modules, and generic components not created exclusively for the Client. Nothing in these Terms transfers ownership of such pre-existing IP to the Client.
Where third-party software, libraries, or open-source components are incorporated into deliverables, their use is subject to the respective third-party license terms. The Client is responsible for reviewing and complying with those terms.
Each party agrees to hold the other party's confidential information in strict confidence and not to disclose it to any third party without prior written consent, except as required by applicable law. This obligation survives the termination or expiry of any engagement.
Confidential information does not include information that: (a) is or becomes publicly available other than through a breach of this clause; (b) was already known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without reference to the disclosing party's confidential information.
Quantum Neon warrants that services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards.
To the maximum extent permitted by applicable law, Quantum Neon's total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client for the services giving rise to the claim during the three (3) months preceding the claim.
Quantum Neon shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of data, or business interruption, even if Quantum Neon has been advised of the possibility of such damages.
Quantum Neon resells Microsoft software licenses as an authorised reseller. The following terms apply to all Microsoft license purchases in addition to the General Terms above.
All Microsoft license fees are due in full prior to activation. Quantum Neon will not activate or transfer any license until full payment has been received and confirmed. No exceptions apply.
In the event of non-payment of any renewal fee, subscription fee, or outstanding invoice related to a Microsoft license, the license will be automatically deactivated without further notice. Quantum Neon accepts no liability for any disruption to the Client's operations resulting from such deactivation.
All Microsoft software licenses purchased through Quantum Neon are subject to Microsoft's applicable license terms and End User License Agreements, which the Client accepts upon activation. The Client may only use Microsoft products for their intended, lawful purpose as defined by Microsoft. The following uses are strictly prohibited:
Quantum Neon acts solely as reseller. The software itself is governed by Microsoft's own license terms. Quantum Neon is not responsible for changes to Microsoft's licensing terms, pricing, product availability, or functionality. Warranty and support claims relating to the software must be directed to Microsoft.
Either party may terminate a Fixed-Price engagement for material breach upon thirty (30) days written notice, provided the breach is not remedied within that period. If the Client terminates for convenience, the Client shall pay for all work completed to the termination date plus a cancellation fee equal to 20% of the remaining uninvoiced project value.
Either party may terminate a Time & Material engagement by giving fourteen (14) days written notice. The Client shall pay all invoices for hours worked up to the effective date of termination.
Quantum Neon may terminate any engagement with immediate effect if the Client fails to make payment when due and does not remedy the failure within five (5) business days of written notice.
These Terms are governed by and construed in accordance with the laws of the State of Florida, USA, without regard to conflict of law provisions. Any disputes arising from or relating to these Terms or any engagement shall be subject to the exclusive jurisdiction of the courts of Pinellas County, Florida, USA.
Entire Agreement: These Terms, together with any signed proposal or SOW, constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions and agreements.
Amendments: Quantum Neon may update these Terms at any time. Updated Terms will be published on this page. Engagements in progress are governed by the Terms in effect at the time the applicable proposal was signed.
Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
Force Majeure: Neither party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control, including natural disasters, government actions, cyberattacks, or internet infrastructure outages.
Independent Contractor: Quantum Neon acts as an independent contractor. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between the parties.
Assignment: The Client may not assign any rights or obligations under these Terms without Quantum Neon's prior written consent. Quantum Neon may assign its rights and obligations to an affiliate or successor entity without restriction.
For any questions regarding these Terms:
Email: office1@quantumneon.ai
Phone: +1 (866) 531-0812
Address: Quantum Neon LLC, 7901 4th St N Ste 300, St. Petersburg, FL 33702, USA