Terms Of Service

These Terms form a binding contract between Quadrant Sunshine and the business
that activates a subscription. They apply to B2B relationships only. Your
customers are not party to this contract — your obligations to them, including
under GDPR, are your own responsibility.

1. PARTIES & FORMATION OF CONTRACT

"Quadrant Sunshine" ("we", "us", "the Platform") is the provider of the AI
automation services described herein. "Client" ("you") is the business that
has requested and activated a subscription.

This contract is formed when you complete onboarding and confirm your
subscription in writing. Email confirmation constitutes written acceptance.
These Terms govern all use of the Platform from that point forward.

If you are accepting on behalf of a business, you represent that you have
authority to bind that business to these Terms.

2. SERVICES

Agent Availability Channels

AI Receptionist All clients WhatsApp, Voice
AI Sales & Lead Management All clients WhatsApp, Email
AI Customer Retention All clients WhatsApp
AI Outbound Outreach B2B clients ONLY Email; Voice (add-on)

B2B RESTRICTION — OUTBOUND OUTREACH:
This agent is unavailable to B2C clients (businesses whose customers are
private individuals, including clinics, gyms, salons, and similar). Cold
outreach to private individuals on these channels violates GDPR. If you
activate this agent and your business model is B2C, we will suspend it
immediately without liability to you.

Service delivery depends on third-party infrastructure: Meta WhatsApp API,
Google Calendar, Retell AI, Mailgun, and Supabase. We integrate these services
— we are not responsible for their uptime, policy changes, or access
revocations. You are responsible for maintaining valid credentials with each
provider throughout your subscription.

3. ONBOARDING & SETUP

3.1 Our obligations

• Configure your system prompt, booking rules, and agent workflows based
  on your approved brief

• Conduct a test run before go-live and document your setup

• For Outbound campaigns: generate a full 3-email sequence for 2 sample
  prospects for your review before any send

3.2 Your obligations

• Provide accurate and complete business information at onboarding

• Grant the necessary API access (Meta System User token, Google Calendar
  OAuth) before go-live

• Review and approve your Outbound email sequence in writing (email or
  in-platform acknowledgement) before any campaign is sent — verbal
  approval is not sufficient

• Confirm your target customer profile before Outbound list-building begins

Neither party authorises go-live without written sign-off. If inaccurate setup
information causes a compliance issue — including activating Outbound for a
B2C business — liability rests with the Client.

4. DATA PROCESSING & GDPR

4.1 Roles

You are the data controller for your customers' personal data. We are your
data processor. This distinction is legally significant under GDPR and
determines who bears primary compliance responsibility.

4.2 Data Processing Agreement

These Terms incorporate a Data Processing Agreement (DPA) by reference. The
DPA governs how we handle personal data on your behalf, including sub-processor
relationships, security measures, retention periods, and data breach
notification obligations. The DPA is available at dpa.quadrantsunshine.com
and forms part of this contract.

4.3 Your compliance obligations

• Maintain a lawful basis under GDPR for each processing activity you
  instruct us to perform

• Maintain a Privacy Policy that discloses AI-assisted communication to
  your end-users

• Not instruct us to process data in ways that violate applicable law

• Respond to your customers' data rights requests within GDPR timescales
  (30 days)

• Not use the Outbound Outreach agent to contact private individuals
  under any circumstances

Breach of the final bullet above constitutes a material breach of this
contract and grounds for immediate termination under Section 11.

5. INTELLECTUAL PROPERTY

5.1 Platform IP

All workflows, system architecture, prompt engineering frameworks, integration
designs, and software are owned by Quadrant Sunshine. You receive a limited,
non-exclusive, non-transferable licence to use the Platform for the duration
of your subscription. This licence terminates automatically on contract
termination.

5.2 Your IP

Your business information, the specific content of your system prompt, and
your customer data remain yours. We acquire no ownership over any of your
data. You grant us a limited licence to process your data solely for the
purpose of delivering the service.

5.3 AI outputs

Conversation transcripts, AI-generated messages sent on your behalf, and
appointment records are treated as your operational data. We retain them
within the periods defined in the DPA for service delivery purposes only.
We do not use your data to train AI models.

6. CONFIDENTIALITY

Each party agrees to keep the other's confidential information strictly
confidential and not to disclose it to third parties without prior written
consent. Confidential information includes: system prompts and business
configurations, pricing and commercial terms, technical architecture and
workflow designs, and customer data.

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 before disclosure
(c) must be disclosed by law or court order (in which case, prompt advance
notice must be given where legally permissible)

This obligation survives termination for 3 years.

7. ACCEPTABLE USE

You must not use the Platform to:

• Impersonate another business or individual, or instruct the AI to make
  false claims about your services

• Send cold outreach to private individuals via Outbound (see Section 2)

• Process sensitive categories of personal data (health, financial,
  political) without an explicit legal basis and prior written agreement
  with us

• Attempt to reverse-engineer, copy, or replicate the Platform's
  architecture or prompt designs

• Violate any applicable law, including consumer protection, e-commerce,
  or data protection regulations

• Use the Platform in any way that creates legal, reputational, or
  regulatory exposure for Quadrant Sunshine

We reserve the right to suspend access immediately if we reasonably believe
a breach of this section is occurring, pending investigation.

8. FEES & PAYMENT

Fees are agreed at onboarding and confirmed in your subscription summary.
All fees are in EUR and exclude VAT where applicable.

8.1 Invoicing & payment terms

• Invoices are issued monthly in advance

• Payment is due within 14 days of invoice date

• Late payment: a reminder is sent after 7 days. If unpaid after 14 days
  from the reminder, we may suspend your account

• Services are restored within 24 hours of payment confirmation

8.2 Price changes

We will give 60 days written notice of any fee increase. Continued use after
the new fee date constitutes acceptance. If you do not accept the increase,
you may terminate under Section 11 without penalty before the change takes
effect.

9. SERVICE LEVELS

9.1 Uptime target

We target 99% monthly uptime for the Platform's core infrastructure (workflow
engine and database). The following are excluded from uptime calculations:

• Scheduled maintenance (notified 48 hours in advance by email)

• Third-party provider outages (Meta, Google, Retell, Mailgun)

• Force majeure events (see Section 13)

9.2 Incident response

Severity Definition Ack. Resolution

Critical Service unavailable for all clients 1 hour 4 hours
High Core feature broken for one client 4 hours Next business day
Medium Non-critical feature degraded 1 bus.day 3 business days

9.3 Service credit

Where the Platform fails to meet the uptime target due to causes within our
control, we will apply a pro-rata service credit to your next invoice for the
affected period.

Credit = (downtime hours / total hours in month) x monthly fee

Credits are your sole remedy for downtime.

10. LIABILITY

10.1 What we are responsible for

• Delivering the configured service with reasonable skill and care

• Maintaining appropriate security for data we process on your behalf

• Notifying you of material failures and data breaches within the
  timeframes in the DPA

10.2 What we are not responsible for

• Revenue, profit, or business loss caused by third-party provider failures
  (Meta policy changes, Google OAuth revocations, Retell outages)

• AI-generated content that is factually incorrect, where the content was
  generated within the parameters you configured

• Your failure to comply with GDPR, consumer protection law, or any
  applicable regulation

• Consequences of inaccurate or incomplete information provided at onboarding

• Indirect, consequential, or punitive damages of any kind

10.3 Liability cap

Our total aggregate liability under these Terms is capped at the total fees
paid by you in the 3 months preceding the claim.

This cap does NOT apply to:
(a) Liability for death or personal injury caused by our negligence
(b) Liability for fraud or fraudulent misrepresentation
(c) Data breach losses caused by our failure to maintain reasonable security,
including liability under GDPR Article 82

11. TERM & TERMINATION

11.1 Duration

The contract runs month-to-month from the go-live date, unless otherwise
agreed in writing at the time of signing.

11.2 Termination by either party

Either party may terminate with 30 days written notice. No penalty applies.
Notice must be sent to the contact email on record.

11.3 Immediate termination by us

We may suspend or terminate immediately, without notice, if you:

• Breach Section 4.3 (GDPR compliance) or Section 2 (B2C Outbound
  restriction)

• Breach Section 7 (Acceptable Use) in a way that creates legal exposure

• Fail to pay after the full process in Section 8

• Become insolvent or enter administration

11.4 On termination

• We will provide a full data export (conversation logs, contacts,
  appointments) in CSV format within 14 days

• Your data will be retained for 30 days post-termination to allow download

• After 30 days, all your data will be permanently deleted unless we are
  legally required to retain it

• Access to the Platform is revoked on the termination date

12. MODIFICATIONS

We may modify these Terms or the service at any time.

Change type Examples Notice

Material Fee increases, removal of core features, 30 days written
new obligations on Client
Minor Clarifications, new clauses that benefit Email + updated
the Client, formatting updates effective date

If you do not accept a material change, you may terminate under Section 11
without penalty before the change takes effect.

13. FORCE MAJEURE

Neither party is liable for failure or delay in performance caused by events
beyond reasonable control, including: natural disasters, government or
regulatory action, cyberattacks on third-party infrastructure, or material
platform policy changes by Meta, Google, or other third-party providers that
directly prevent service delivery.

The affected party must notify the other promptly and take reasonable steps
to mitigate the impact. If the force majeure event continues for more than
60 days, either party may terminate without penalty.

14. ASSIGNMENT

You may not assign, transfer, or sub-licence this contract without our prior
written consent.

We may assign this contract in the event of a merger, acquisition, or sale of
substantially all of our assets. We will provide 30 days written notice of any
such assignment, and the assignee must agree in writing to honour these Terms
in full.

15. GOVERNING LAW & DISPUTES

These Terms are governed by Portuguese law. The courts of Lisbon have exclusive
jurisdiction for any dispute arising under or in connection with these Terms.

Before initiating legal proceedings, both parties agree to attempt resolution
through good-faith negotiation for a minimum of 30 days. Either party initiates
this process by sending a written notice of dispute to the other's registered
contact email. If the dispute is not resolved within 30 days, either party may
proceed with legal action.

16. GENERAL PROVISIONS

• Entire agreement: These Terms (including the DPA) constitute the entire
  agreement between the parties and supersede all prior discussions and
  representations.

• Severability: If any clause is found unenforceable, the remaining Terms
  continue in full force.

• Waiver: Failure to enforce any right under these Terms does not constitute
  a waiver of that right.

• Notices: All legal notices must be sent by email to the addresses below.
  Notices are effective on the next business day after sending.

• Language: The governing version of these Terms is the Portuguese version.
  English translations are provided for convenience only.

17. CONTACT

Legal notices & contract: legal@quadrantsunshine.com
Billing & invoices: billing@quadrantsunshine.com
Technical support: support@quadrantsunshine.com
Data & privacy (DPA): privacy@quadrantsunshine.com
Registered address:

These Terms were last reviewed and approved on March 14, 2026. Any printed
copy should be verified against the current version at:
quadrantsunshine.com/legal/terms