General terms and conditions.

Aqtelo: QFINITY SOLUCOES EM TECNOLOGIA E INTELIGENCIA ARTIFICIAL LTDA, Rua Juracy Magalhães 853, Ponto Central, 44075-115 Feira de Santana – BA, Brazil, CNPJ 65.972.544/0001-60, which operates under the Aqtelo brand.

Client: the business that enters into or negotiates a contract with Aqtelo. Aqtelo works for businesses only, not for consumers.

Services: all work by Aqtelo, such as websites, 3D and experience, online advertising, search engine and AI visibility, AI implementation, migration, security reviews, support and consulting.

These terms apply to all quotes and contracts of Aqtelo, and to follow-up orders in the version in force when the contract is concluded.

If provisions conflict, this order of precedence applies: individual written agreement, accepted quote with annexes, data processing agreement for data protection matters, these terms, the law.

The Client’s terms and conditions apply only if Aqtelo agrees to them in writing. This also applies if Aqtelo does not object to them or performs while aware of them.

In writing: by letter or email. Email satisfies the written form.

A quote is valid until the date stated in it, otherwise for 30 days. Aqtelo may withdraw it until it is accepted.

The contract is concluded when the Client accepts the quote in writing or digitally, or when Aqtelo confirms an order in writing. Oral agreements apply only with written confirmation.

Estimates and cost proposals are non-binding unless they are expressly designated as binding.

Concepts, drafts and presentations made before an order remain with Aqtelo. Without an order, the Client may not use them, not even in modified form.

What Aqtelo owes is set out in the accepted quote. Services that are not listed are not owed, such as copywriting, photography or third-party licenses.

Aqtelo works with care and in line with the state of the art at the time of performance. Aqtelo does not owe specific rankings, placements in AI answers, visitor numbers, inquiries or revenue, unless they are agreed in writing as a result.

Promised measurements, such as loading times or Lighthouse scores, apply to the state at acceptance. Content or third-party scripts added later are not included.

For a migration, the state of the old website at the start of the project is decisive. Later changes to the old website are additional services.

Within the briefing, Aqtelo has creative freedom. A result is not defective merely because it does not suit the Client’s taste.

Aqtelo may use subcontractors and service providers, for example for hosting, email delivery or individual specialist areas. Aqtelo remains the contracting party and stays responsible.

Ad accounts are set up in the Client’s name. Aqtelo receives access there as an administrator.

The Client pays the ad budget directly to the platform. It is not part of Aqtelo’s fee.

Aqtelo is not responsible for the platform’s approval, suspension or reduction of ads, or for the platform’s billing.

Aqtelo carries out penetration tests and AI red teaming only after written authorization. The authorization defines scope, period and affected systems.

The Client warrants that it is entitled to dispose of the systems under review, and obtains any necessary consent from third parties, such as hosting providers.

Despite due care, reviews can slow down or briefly disrupt systems. The Client backs up its data beforehand. Aqtelo passes on findings only to the Client.

The Client provides content, access (such as domain, DNS, existing systems, ad accounts), information and approvals in good time, in full and in common digital formats.

The Client names a contact person who may decide and approve. The Client gives feedback on drafts within 5 business days, consolidated and unambiguous.

The Client ensures that its content (text, images, videos, trademarks, data) is free of third-party rights. The Client indemnifies Aqtelo against third-party claims arising from it, including reasonable legal defense costs.

The Client is responsible for the legal content of its website and advertising, such as legal notice, privacy policy, price information and advertising claims. Aqtelo implements technically and provides suggested text on request, but does not give legal advice.

If cooperation is delayed, deadlines shift accordingly, plus a reasonable time to resume work. Aqtelo bills additional effort on a time and materials basis. If a project is idle for more than 30 days for reasons on the Client’s side, Aqtelo may invoice the services rendered.

If the Client requests changes after the contract is concluded, Aqtelo states the effort and price. Aqtelo implements them after written approval. Deadlines shift accordingly.

Aqtelo bills additional services without a flat fee on a time and materials basis, at the hourly rate in the quote, otherwise at the current hourly rate, per started quarter hour.

Two rounds of revisions are included per draft. Further rounds and changes to approved versions are additional services.

Deadlines are guidelines unless the quote expressly states they are binding. They presuppose cooperation under clause 6 and receipt of the down payment.

Force majeure and circumstances beyond Aqtelo’s control extend deadlines by the duration of the obstruction plus restart time. These include outages at cloud providers, cyberattacks, official measures and illness.

If the Client cancels an agreed appointment (workshop, training, on-site visit) less than 48 hours in advance, Aqtelo may invoice the planned effort and travel costs already incurred.

Aqtelo submits every result for acceptance, usually as a preview. The Client reviews it within 7 business days. The Client then either accepts it or reports material defects in writing and in a comprehensible manner.

Acceptance may be refused only because of material defects. Aqtelo fixes minor defects after acceptance.

A result is deemed accepted if the Client reports no material defects within the period, although Aqtelo pointed out this consequence when submitting it. It is also deemed accepted as soon as the Client puts it live or uses it productively.

Aqtelo submits fixed defects for acceptance again. Only the fix is then reviewed. Partial acceptances are permitted and trigger the corresponding payment.

All prices are in euros, net, plus any taxes required by law.

The payment plan in the quote applies. If there is none, 50% is due on order and 50% on acceptance. For projects longer than two months, Aqtelo may invoice monthly for services rendered.

Aqtelo bills ongoing services monthly in advance. Started months count in full. Excess usage follows with the next invoice.

Invoices are sent as PDF by email and are payable within 14 days without deduction and free of charges. Receipt of payment is decisive.

In case of late payment, the Client owes default interest and flat-rate fees in the statutory amount, as well as reasonable reminder and collection costs.

If a payment is more than 14 days overdue, Aqtelo may, after written notice with a 7-day period, stop work and suspend ongoing services until everything is paid. The fees for ongoing services continue to accrue.

The Client may set off only claims that are undisputed or finally determined by a court.

The Client pays for third-party licenses, services and accounts unless the quote expressly includes them. Examples: domains, hosting, fonts, image libraries, AI providers, ad budgets. Where possible, the Client concludes these contracts itself.

Aqtelo bills travel costs for on-site appointments on a time and materials basis, unless the quote says otherwise.

Aqtelo is not responsible for the availability, prices and terms of third-party providers. If a provider discontinues or changes a service, the switch is an additional service.

Until full payment, all rights remain with Aqtelo. Until then, the Client may only review and accept the results.

After full payment, the Client owns what Aqtelo created specifically for it: code, designs, website, content, ad accounts and data. The Client may use, modify and pass on everything without limits in time or territory.

General building blocks, tools, templates and know-how of Aqtelo that were not created specifically for the Client remain with Aqtelo. Where they are contained in the result, the Client receives a perpetual, non-exclusive right of use. Aqtelo may reuse them for other clients.

Aqtelo supplies open working files, such as from Figma or Blender, if the quote lists them, otherwise for a separate fee.

Aqtelo uses widely used open-source software, such as Next.js and React. Their licenses apply and take precedence over clause 12.

Aqtelo uses AI tools, including AI agents that write and change code. A person reviews every result before it goes to the Client.

Aqtelo passes Client data only to AI services that do not use it for training. The Security team reviews every AI system that Aqtelo delivers beforehand.

AI features that the Client uses itself, such as a chat on its website, can produce incorrect results. The Client reviews AI content before publication and is responsible for published content.

Under current law, AI-generated content is in part not protected by copyright. Aqtelo gives no warranty in this respect.

Claims for defects become time-barred 12 months after acceptance. This does not apply in cases of intent, fraudulent concealment and harm to life, body or health.

The Client reports defects without delay, at the latest 7 days after discovery, in writing and in a comprehensible manner.

Aqtelo remedies defects at its choice by repair or replacement within a reasonable period. If this fails twice, the Client may reduce the price or, in the case of substantial defects, withdraw from the contract.

In particular, the following are not defects:

• Changes by the Client or third parties
• Client content
• Errors in third-party services
• Browsers older than the last two major versions
• Effects of updates to search engines, AI services, browsers or operating systems after acceptance.

If a reported fault turns out not to be a defect, Aqtelo bills the effort of investigating it.

Aqtelo is liable without limit in cases of intent and gross negligence, for harm to life, body or health, and under mandatory product liability law.

In cases of slight negligence, Aqtelo is liable only if an essential contractual obligation is breached, the fulfillment of which makes the contract possible in the first place. Liability is then limited to the foreseeable damage typical for this type of contract.

This liability under clause 15.2 is limited in total to the fee for the order concerned, and for ongoing services to the fees of the last 12 months.

For loss of data, Aqtelo is liable only up to the effort that restoring the data would cost if the Client had backed it up properly.

Aqtelo is not liable for the legal admissibility of content that the Client has supplied or approved, nor for outages of third-party services.

Aqtelo provides hosting, maintenance and support to the extent set out in the quote, on servers in the EU unless agreed otherwise.

Aqtelo aims for 99.5% availability on a monthly average. This is not a warranted characteristic. Scheduled maintenance and disruptions at third parties do not count as downtime. Response times apply only if the quote states them.

The Client keeps access credentials secret and gives access only to authorized persons. Aqtelo may block unlawful content without prior notice.

Aqtelo may adjust the fees for ongoing services once a year on 1 January if costs for suppliers and service providers rise. Aqtelo announces adjustments in writing at least one month in advance. If a fee rises by more than 5%, the Client may terminate as of the date of the increase.

Ongoing services run for an indefinite term. They can be terminated in writing with the notice period from the quote, otherwise with 3 months’ notice to the end of a quarter. An agreed minimum term takes precedence.

Both parties may terminate for good cause without notice. For Aqtelo, this includes in particular payment default of more than 30 days, a breach of clause 16.3 or the Client’s insolvency.

If the Client terminates a project before completion, Aqtelo receives the agreed fee less expenses saved. As a flat rate, Aqtelo bills the services rendered and 30% of the fee for the outstanding services. The Client may prove that Aqtelo saved less or more.

At the end of the contract, after payment of all outstanding amounts, Aqtelo hands over code, content and media in common formats. Aqtelo bills help with the move on a time and materials basis. 60 days after the end of the contract, Aqtelo may delete the data.

Both parties comply with applicable data protection law, in particular the GDPR and the Swiss Federal Act on Data Protection.

If Aqtelo processes personal data on behalf of the Client, such as form inquiries or data in ad accounts, the parties conclude a data processing agreement under Art. 28 GDPR. Aqtelo provides it.

The Client is responsible for the data on its website, in particular for legal bases, consents and the privacy policy.

Both parties treat the other’s non-public information as confidential, such as business figures, access credentials, prices and findings from security reviews. This does not apply to information that is publicly known, was already known or must be disclosed.

The obligation applies for 3 years after the end of the contract, and indefinitely for access credentials and trade secrets.

Aqtelo may name the Client with name and logo as a reference and show the public results, unless agreed otherwise in writing. Aqtelo shows non-public content only with consent.

During the collaboration and for 12 months afterwards, the Client does not solicit employees or freelancers of Aqtelo who were involved in the project, and does not engage them directly.

If the Client is based in Germany, German law applies. The place of jurisdiction is the Client’s registered seat.

If the Client is based in Switzerland, Swiss law applies. The place of jurisdiction is the Client’s registered seat.

For Clients based in other countries, Swiss law applies. The place of jurisdiction is Zurich.

The CISG (UN Convention on Contracts for the International Sale of Goods) and the conflict-of-law rules of private international law are excluded.

Amendments and additions to the contract require written form. Email suffices.

Aqtelo may change these terms for ongoing services and announces changes at least 6 weeks in advance. If the Client does not object within this period, they are deemed accepted. Aqtelo points this out in the notice. If the Client objects, the previous terms continue to apply, and both parties may terminate with the agreed notice period.

The Client may transfer rights under the contract only with Aqtelo’s consent. Aqtelo may transfer the contract to an affiliated company or a legal successor.

If a provision is invalid, the others remain valid. It is replaced by the valid rule that comes closest to its purpose.