NEXAQUANTA

Terms & Conditions

V1 – Last updated 24 September 2026

TERMS AND CONDITIONS

These Terms and Conditions (the “Terms”) govern access to and use of NexaQuanta’s websites, hosted software, application programming interfaces, artificial-intelligence functionality, documentation, professional services and related support (together, the “Services”). The Services are supplied by [NEXAQUANTA ], a company incorporated in England and Wales under company number 11435296, UZAM Limited T/A NexaQuanta, 60 Tottenham Court Road, Suite 1198a, Fitzrovia, London, United Kingdom, W1T 2EW (“NexaQuanta”, “we”, “us” or “Provider”).

Business-use agreement
The Services are offered for business use only. A person accepting these Terms for an organisation confirms that they have authority to bind that organisation. Consumer use is not permitted unless NexaQuanta expressly agrees otherwise in writing.

The Agreement consists of these Terms, each signed or electronically accepted Order Form, the Data Processing Agreement (“DPA”), any Service Level Agreement (“SLA”), Security Addendum, AI Schedule and any other document expressly incorporated by reference. If documents conflict, the order of precedence in clause 2.4 applies.

1. Definitions and Interpretation

Defined term	Meaning
Account	An account, tenant, workspace, API credential or other means authorised to access the Services.
AI System	Any machine-learning model, algorithmic component, generative model or AI-enabled feature used in or supplied through the Services.
Agreement	The documents described above, as amended in accordance with their terms.
Applicable Law	Law and binding regulatory requirements applicable to a Party, the Services or the relevant Processing.
Authorised User	An employee, contractor or other person whom the Client permits to use the Services for the Client's internal business purposes.
Client	The legal entity identified in an Order Form or, for Website use, the person or organisation using the Website.
Client Data	Data, content, prompts, files, instructions and materials submitted to, stored in or generated through the Services for the Client, excluding Provider Materials.
Confidential Information	Non-public information identified as confidential or which a reasonable recipient should understand to be confidential, including security, technical and commercial information and Client Data.
Data Protection Laws	The UK GDPR, Data Protection Act 2018, PECR and other data-protection laws applicable to the Processing, including EU GDPR or US state privacy laws where applicable.
Documentation	Current technical and user documentation made available by NexaQuanta.
Fees	Charges stated in the Order Form.
Order Form	A mutually executed ordering document, statement of work or online order incorporating the Agreement.
Output	A response, prediction, score, recommendation, generated content or other result produced by the Services from Client Data.
Provider Materials	The Services, software, models, workflows, Documentation, templates, technology, know-how and related intellectual property owned or licensed by NexaQuanta.
Subscription Term	The period stated in the Order Form, including a renewal term.
Third-Party Service	A third-party model, hosting service, integration, data source or product used with or through the Services.

2. Formation, Scope and Order of Precedence

The Agreement starts when the Client signs or electronically accepts an Order Form, creates an Account where online contracting is enabled, or otherwise uses a Service expressly offered under these Terms.
An Order Form identifies the purchased Services, Subscription Term, usage limits, Fees and any negotiated changes. No purchase order or Client standard terms modify the Agreement unless NexaQuanta expressly signs those changes.
Website visitors are bound only by provisions relevant to Website use, including acceptable use, intellectual property, disclaimers, liability, privacy, governing law and general terms.
Unless an Order Form expressly states otherwise, priority is: (1) signed negotiated amendments; (2) Order Form; (3) DPA and Security Addendum for their subject matter; (4) SLA; (5) AI Schedule; (6) these Terms; and (7) Documentation.

3. Services, Accounts and Changes

NexaQuanta will provide the Services materially in accordance with the applicable Order Form and Documentation during the Subscription Term.
The Client must provide accurate Account information, protect credentials, use multi-factor authentication where offered, and promptly notify NexaQuanta of suspected unauthorised access.
The Client is responsible for Authorised Users and for all activity through its Accounts, except to the extent caused by NexaQuanta’s breach of the Agreement.
NexaQuanta may update the Services to improve security, performance, legal compliance or functionality. NexaQuanta will not materially reduce purchased core functionality during a paid Subscription Term without reasonable notice, except where necessary to address urgent security, legal or third-party dependency risks.
Beta, preview, evaluation and free Services may be changed or withdrawn at any time, are supplied without SLA commitments and must not be used for production, high-risk or regulated decisions unless expressly authorised.

4. Licence and Acceptable Use

Subject to payment of Fees and compliance with the Agreement, NexaQuanta grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right during the Subscription Term for Authorised Users to access and use the purchased Services for the Client’s internal business purposes.

The Client must not, and must not permit any person to:

copy, modify, translate, reverse engineer, decompile or attempt to discover source code, model weights, prompts, architecture or non-public components, except to the limited extent such restriction is prohibited by law;
sell, resell, sublicense, time-share, outsource or provide the Services to a third party except under an authorised reseller, managed-service or white-label agreement;
circumvent usage limits, security controls, authentication, rate limits or technical restrictions;
introduce malware, probe vulnerabilities without written authorisation, interfere with the Services or use them to attack another system;
use the Services for unlawful surveillance, discrimination, manipulation, deception, social scoring, prohibited biometric categorisation or any practice prohibited by Applicable Law;
submit Client Data without the rights, notices, lawful basis, consents and permissions required for NexaQuanta and its subprocessors to Process it;
use Output as the sole basis for a decision producing legal or similarly significant effects on an individual unless the use is lawful, risk-assessed and subject to meaningful human review;
use the Services or Output to develop or benchmark a competing product, scrape the Services, or publish performance tests without NexaQuanta’s prior written consent; or
represent Output as certain, complete, professional advice, a regulatory determination or a decision made by NexaQuanta.

5. Client Responsibilities and Regulatory Use

The Client determines whether the Services are suitable for its use case and is responsible for its business process, legal basis, notices, permissions, configuration, data quality, human oversight and decisions based on Output.
The Client will comply with Applicable Law, Documentation and reasonable security instructions and will obtain all approvals needed for regulated, employment, credit, insurance, health, law-enforcement or other high-impact use.
For a bank, financial institution or regulated entity, the Client remains responsible for regulatory classification, outsourcing notifications, governance, resilience, record-keeping and supervisory obligations. NexaQuanta will provide contractually agreed information and cooperation but does not act as the Client’s regulator, compliance officer or legal adviser.
The Client will not submit special-category, biometric, criminal-offence, payment-card, authentication-secret or highly sensitive data unless the relevant Order Form and DPA expressly authorise it and required safeguards are enabled.
The Client must test integrations and Outputs before production use, monitor accuracy and drift appropriate to the use case, maintain fallback procedures, and investigate material anomalies.

6. AI Systems, Outputs and Human Oversight

AI Systems are probabilistic. Output may be inaccurate, incomplete, biased, non-unique or inappropriate for a particular context. The Client must independently verify Output before relying on it.
NexaQuanta does not warrant that Output is error-free, legally compliant for every use, or suitable as professional, financial, legal, medical, employment or regulatory advice.
The Client retains responsibility for instructions and decisions. NexaQuanta does not make the Client’s final eligibility, onboarding, risk, credit, employment or other regulated decision unless an Order Form expressly states otherwise.
The Client must provide effective human oversight, escalation and override controls where required by the risk and Applicable Law.
NexaQuanta will not use Client Data to train a shared or general-purpose model unless the Agreement expressly permits it. Product telemetry, security data and feedback may be used as described in clause 10 and the DPA.
Where the EU AI Act applies, each Party will perform the obligations allocated to it by its role and will reasonably cooperate on instructions, technical documentation, logging, transparency, incident reporting, human oversight and post-market monitoring specified in the AI Schedule.

7. Third-Party Services and Integrations

The Services may interoperate with Third-Party Services identified in the Documentation, Order Form or subprocessor list. The Client authorises the technical exchange of Client Data necessary for enabled integrations, subject to the DPA.

Third-Party Services may be governed by separate terms between the Client and the provider. NexaQuanta is not responsible for a Third-Party Service outside its reasonable control, but remains responsible for subprocessors to the extent required by the DPA and Applicable Law.
NexaQuanta may replace or discontinue an integration where its provider changes terms, security posture or availability, or where continued use creates legal, regulatory or security risk. NexaQuanta will give reasonable notice where practicable.
The Client must not enable an integration unless it has assessed the relevant permissions, data flow and impact on its users.

8. Fees, Invoicing and Taxes

The Client will pay the Fees stated in the Order Form, in the currency, at the billing frequency and on the usage terms specified there. Fees are exclusive of VAT and similar taxes, which are payable by the Client except taxes on NexaQuanta’s net income.
Unless stated otherwise, invoices are due within 30 days. Overdue undisputed amounts may accrue statutory or agreed interest and reasonable recovery costs.
The Client must notify NexaQuanta of a good-faith invoice dispute within 15 days and pay the undisputed portion when due. The Parties will promptly try to resolve the dispute.
Prepaid credits, usage allowances and minimum commitments expire as stated in the Order Form and are non-refundable except where the Agreement expressly provides otherwise.
NexaQuanta may change renewal pricing on at least 30 days’ notice before the next renewal term. A change does not apply during the then-current committed term unless driven by tax or law and permitted by the Agreement.

9. Support, Availability and Business Continuity

Support channels, service hours, severity levels, response targets, maintenance and availability commitments are stated in the applicable SLA. Service credits are the Client’s sole financial remedy for an SLA failure unless the Order Form expressly provides otherwise; this does not limit remedies that cannot lawfully be excluded.

NexaQuanta will maintain commercially reasonable business-continuity, backup, incident-management and recovery arrangements appropriate to the Services. Client-specific resilience, audit, testing, recovery objectives or DORA requirements must be stated in the Order Form, SLA or Security Addendum.

10. Data Protection, Security and Usage Data

Where NexaQuanta Processes Personal Data for the Client, the DPA applies and forms part of the Agreement. The DPA governs processing instructions, confidentiality, security, subprocessors, international transfers, assistance, audit and deletion/return.
NexaQuanta will maintain the technical and organisational measures stated in the Security Addendum and will notify the Client of a Personal Data Breach in accordance with the DPA.
NexaQuanta may collect and use service telemetry, logs and usage information to provide, secure, support, meter and improve the Services, comply with law and enforce the Agreement. Personal Data within such information is handled under the DPA or the NexaQuanta Privacy Policy, as applicable.
NexaQuanta may create aggregated or de-identified information that does not identify the Client or an individual and may use it for lawful analytics, security, benchmarking and service improvement, provided that NexaQuanta does not attempt to re-identify the Client or any individual.
The Client must maintain backups of Client Data unless the Order Form expressly makes backup a NexaQuanta responsibility.

11. Confidentiality

Each recipient will use the other Party’s Confidential Information only to perform or exercise rights under the Agreement; protect it using at least reasonable care; and disclose it only to personnel, Affiliates, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations.

Confidential Information excludes information the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from a third party without a duty of confidentiality, or is independently developed without use of the discloser’s information. A recipient may disclose information where legally required after giving advance notice where lawful and reasonably assisting with protective measures.

These obligations continue for 5 years after termination, except that trade secrets and Personal Data remain protected for so long as they retain that status or for so long as Applicable Law requires.

12. Intellectual Property, Client Data and Feedback

NexaQuanta and its licensors retain all rights in Provider Materials, improvements, configurations, generic know-how and derivative technology. No rights are granted except those expressly stated.
The Client retains its rights in Client Data. The Client grants NexaQuanta and its subprocessors a limited right to host, copy, transmit, display and otherwise use Client Data only to provide, secure and support the Services, comply with law and perform the Agreement.
As between the Parties, the Client may use Output for its internal business purposes, subject to the Agreement and third-party rights. NexaQuanta does not guarantee that Output is protectable, unique or non-infringing in every jurisdiction.
If the Client provides suggestions or feedback, NexaQuanta may use them without restriction or payment, provided it does not publicly identify the Client without permission.
No licence is granted to use either Party’s name, logo or marks in publicity without prior written consent, except that NexaQuanta may identify the Client in a confidential customer list used for financing, insurance, audit or due diligence. Public case studies require written approval.

13. Compliance, Sanctions and Ethical Conduct

Each Party will comply with applicable anti-bribery, anti-corruption, sanctions, export-control, modern-slavery and competition laws. The Client must not access or use the Services from an embargoed location or for a prohibited person or end use. NexaQuanta may screen counterparties and suspend performance where reasonably necessary to comply with law, banking restrictions or a binding governmental requirement.

14. Suspension

NexaQuanta may suspend affected access where reasonably necessary to address a security threat, unlawful or prohibited use, material breach, non-payment of undisputed Fees, excessive usage threatening the Services, sanctions risk, or a binding legal or third-party infrastructure requirement. Where practicable, NexaQuanta will give notice, limit suspension to the affected Service, and restore access after the cause is remedied. Suspension does not relieve payment obligations for Services otherwise available.

15. Warranties and Disclaimers

Each Party warrants that it has authority to enter into the Agreement.
NexaQuanta warrants that paid Services will be performed with reasonable skill and care and will materially conform to the applicable Documentation. The Client’s exclusive remedy for breach is re-performance or correction and, if NexaQuanta cannot materially cure within a reasonable period, termination of the affected Service with a pro-rata refund of prepaid unused Fees.
Except as expressly stated and to the maximum extent permitted by law, the Services, beta features, Third-Party Services and Output are provided “as is” and “as available”. Implied terms concerning satisfactory quality, fitness for purpose, non-infringement, accuracy and uninterrupted availability are excluded.
No statement about detection, prediction, accuracy, savings, compliance or performance is a guarantee unless expressly included as a measurable commitment in an Order Form.

16. Indemnities

16.1 Client indemnity

The Client will defend NexaQuanta against a third-party claim arising from Client Data, the Client’s unlawful use of the Services, a prohibited use, or the Client’s violation of an individual’s rights, and will pay damages and reasonable costs finally awarded or agreed in settlement, to the extent caused by the Client.

16.2 Provider IP indemnity

NexaQuanta will defend the Client against a third-party claim that the paid Services, when used as authorised, infringe a UK patent, copyright or trade mark, and will pay damages and reasonable costs finally awarded or agreed in settlement. NexaQuanta may procure continued use, modify or replace the affected Service, or terminate it and refund prepaid unused Fees.

The Provider IP indemnity does not apply to claims arising from Client Data, combinations not supplied by NexaQuanta, unauthorised modification or use, continued use after notice, free/beta Services, or compliance with Client instructions. An indemnified Party must promptly notify the indemnifying Party, provide reasonable cooperation and allow control of defence and settlement, provided no settlement admits fault or imposes non-monetary obligations on the indemnified Party without consent.

17. Limitation of Liability

17.1 – Scope

This Clause 17 applies to all liability arising out of or in connection with this Agreement, any Statement of Work and any data processing agreement entered into under this Agreement, whether arising in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, indemnity or otherwise.

17.2 – Liability that is not limited

Nothing in this Agreement excludes or limits either party’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(d) in the case of the Customer, its obligation to pay the Fees, charges, interest and properly incurred expenses due under this Agreement or any Statement of Work.

17.3 – Excluded losses

Subject to Clause 17.2, neither party shall be liable to the other for:

(a) any indirect or consequential loss; or

(b) any loss of profit, revenue, anticipated savings, business, contracts, opportunity, goodwill, reputation or use,

in each case whether the relevant loss is direct, indirect or consequential and whether or not the party was advised, or ought reasonably to have been aware, that the loss might arise.

17.4 – General aggregate liability cap

Subject to Clauses 17.2 and 17.3, each party’s total aggregate liability arising out of or in connection with this Agreement, all Statements of Work and any related data processing agreement shall not exceed the General Cap.

For the purposes of this Clause, the “General Cap” means an amount equal to the Fees paid or payable by the Customer to NexaQuanta under the Statement of Work to which the claim relates:

(a) during the twelve months immediately preceding the event giving rise to the first claim; or

(b) where the event giving rise to the first claim occurs before twelve months have elapsed from the commencement of the relevant Statement of Work, during the first twelve months of that Statement of Work, or during its entire term where that term is shorter than twelve months.

17.5 – Liabilities included within the General Cap

For the avoidance of doubt, the General Cap applies collectively to all liabilities and claims, including those arising from or relating to:

(a) breach of confidentiality obligations;

(b) breach of data-protection, privacy or information-security obligations;

(d) any indemnity given under this Agreement or a Statement of Work;

(e) infringement or alleged infringement of intellectual property rights;

(f) third-party claims; and

(g) amounts that are lawfully recoverable in connection with a regulatory investigation or enforcement action.

The liabilities identified in this Clause 17.5 do not benefit from a separate or additional cap and are not uncapped unless Clause 17.2 expressly applies.

17.6 – Claims involving more than one Statement of Work

Where a claim arises solely from one Statement of Work, only the Fees attributable to that Statement of Work shall be used to calculate the General Cap.

Where the same event or series of connected events materially affects more than one Statement of Work, the General Cap shall be calculated by reference to the combined Fees under the affected Statements of Work, subject to the applicable periods in Clause 17.4.

Fees paid or payable under an unrelated Statement of Work shall not be included when calculating the General Cap.

17.7 – Aggregation of claims and prevention of cap stacking

All claims arising from the same event, omission, breach or series of connected events shall be treated as a single claim for the purposes of this Clause 17.

The General Cap shall apply once to the aggregate of all such claims and shall not reset or multiply by reference to:

(a) the number of claims, breaches, incidents or causes of action;

(b) the number of affected individuals, records, systems or third parties;

(d) the number of notices, proceedings or regulatory investigations arising from the same or connected circumstances.

17.8 – Customer systems, instructions and third parties

NexaQuanta shall not be liable to the extent that any loss, damage, delay, failure or liability results from:

(a) the Customer’s breach of this Agreement or applicable law;

(b) inaccurate, incomplete or unlawful information, materials, instructions or data supplied by or on behalf of the Customer;

(d) modifications made by the Customer or a third party without NexaQuanta’s written authorisation;

(e) systems, services, software, infrastructure or suppliers not selected, controlled or managed by NexaQuanta; or

(f) the Customer’s failure to take reasonable steps to prevent or mitigate the relevant loss.

17.9 – Regulatory fines and penalties

Neither party shall be required to indemnify or compensate the other for a fine, penalty or regulatory sanction imposed directly on that other party, except to the extent that:

(a) the amount is lawfully recoverable under applicable law;

(b) it results directly from the indemnifying party’s breach of this Agreement or applicable law; and

Any amount recoverable under this Clause 17.9 remains subject to the General Cap.

17.10 – No double recovery

Neither party may recover more than once for the same loss, damage, cost or liability, whether under this Agreement, a Statement of Work, an indemnity, a data processing agreement, insurance or otherwise.

Any service credit, refund or other amount already paid or credited in respect of a loss shall be taken into account when calculating the amount recoverable for that loss.

17.11 – Order of precedence

Unless a Statement of Work or data processing agreement expressly:

(a) refers to this Clause 17;

(b) identifies the particular liability treatment being amended; and

this Clause 17 shall prevail over any inconsistent limitation, exclusion, indemnity or liability provision contained in that Statement of Work or data processing agreement.

17.12 – No creation of additional liability

Nothing in this Clause 17 creates any liability, remedy or cause of action that would not otherwise arise under this Agreement or applicable law. This Clause limits and allocates existing liability only.

18. Term, Renewal and Termination

The Agreement begins on the effective date stated in the Order Form and continues for the Subscription Term. It renews for successive periods of the same length unless either Party gives at least 60 days’ notice before renewal or the Order Form states otherwise.
Either Party may terminate for a material breach not cured within 30 days after written notice, or immediately where the breach cannot be cured.
Either Party may terminate immediately if the other enters insolvency proceedings, ceases business or is unable to pay debts, subject to mandatory insolvency law.
NexaQuanta may terminate an affected Service where continued provision is unlawful or a critical Third-Party Service is permanently withdrawn, after reasonable efforts to provide an alternative. NexaQuanta will refund prepaid unused Fees for the terminated affected Service unless the event was caused by the Client.
Termination for convenience is available only if stated in the Order Form. Website access may be ended at any time.

19. Consequences of Termination and Exit

On termination, access rights end and accrued payment obligations remain due.
For 30 days after termination, the Client may export Client Data using available functionality, unless the law or security requirements require earlier restriction. NexaQuanta will then delete or return Client Personal Data as required by the DPA and its backup cycle.
Reasonable transition assistance beyond standard export will be provided only if agreed in advance, subject to availability and Fees. Regulated-client exit support must be specified in an Order Form or exit schedule.
Clauses that by their nature are intended to survive – including confidentiality, intellectual property, payment, disclaimers, liability, audit records, dispute and general provisions – continue after termination.

20. Force Majeure

Neither Party is liable for any delay or failure in performance, other than a failure to pay, caused by an event beyond its reasonable control. The affected Party will promptly notify the other, mitigate the effect and resume performance. If material disruption continues for more than 60 days, either Party may terminate the affected Service on notice, with a pro-rata refund of prepaid unused Fees unless the Client caused the event.

21. Notices

Legal notices must be in writing and sent to the registered office and legal email stated in the Order Form. Notices are deemed received: on delivery by hand; two Business Days after dispatch by prepaid UK courier or post; or, for email, when sent without bounce-back during Business Hours, otherwise on the next Business Day. Routine support communications may use the designated portal or support email.

22. General

Neither Party may assign the Agreement without the other Party’s consent, which is not to be unreasonably withheld, except to an Affiliate or in connection with a merger, reorganisation or sale of substantially all relevant business or assets, provided the assignee can perform the obligations and is not a direct competitor of the other Party.
NexaQuanta may subcontract performance but remains responsible for subcontracted obligations as stated in the Agreement. Subprocessors are governed by the DPA.
The Agreement is the entire agreement about its subject and supersedes prior discussions. Each Party acknowledges that it has not relied on any statement not set out in the Agreement, but nothing in this clause excludes liability for fraud.
A variation must be in writing and signed by authorised representatives, except NexaQuanta may update online Terms for future renewals or free/Website use on reasonable notice. Material changes do not apply mid-term to paid Services without agreement, except where required by law.
Delay in exercising a right is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement continues in force.
The Parties are independent contractors. Nothing in the Agreement creates a partnership, agency, fiduciary duty or employment relationship. No third party has rights under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated.
Counterparts and electronic signatures are effective. English is the controlling language.

23. Governing Law and Disputes

The Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. Before proceedings, senior representatives will attempt in good faith to resolve a dispute within thirty (30) days after written escalation. Either Party may seek urgent injunctive relief at any time.

24. Contact

Purpose	Details
Legal entity	NEXAQUANTA UK
Company number	11435296
Registered office	UZAM Limited T/A NexaQuanta, 60 Tottenham Court Road, Suite 1198a, Fitzrovia, London, United Kingdom, W1T 2EW
Legal notices	[email protected]
Support	[email protected] / PORTAL
Security reports	[email protected]
Privacy	[email protected]
Website	https://nexaquanta.ai/

Schedule 1 - Minimum Order Form Information

Required field	To be completed
Contracting parties	Full legal names, registration numbers and addresses.
Services	Modules, features, environments, deployment model and Documentation version.
Term and renewal	Initial term, renewal term and non-renewal notice.
Fees	Currency, billing model, usage commitments, overages, taxes and payment terms.
Authorised use	Users, territories, use cases, restrictions and regulated functions.
Data	Categories, special data, data subjects, locations, retention and DPA annexes.
Security/SLA	Availability, support, RTO/RPO, incident contacts, assurance and audit requirements.
AI allocation	Provider/deployer roles, intended purpose, prohibited use, metrics and oversight.
Exit	Export format, transition assistance, deletion and regulated-client continuity.
Liability/insurance	Negotiated caps, exclusions, cyber/professional insurance and evidence.
Signatures	Authorised signatories and effective date.

Schedule 2 - AI and Regulated-Use Controls

• Document the intended purpose, users, affected persons, jurisdictions and decision impact before production deployment.
• Complete an AI impact/risk assessment and, where Personal Data creates high risk, a DPIA.
• Define input and benchmark data quality, accuracy, false-positive/false-negative metrics, known limitations and acceptance thresholds.
• Test for relevant bias and differential performance; record methods, results, remediation and approval.
• Provide user transparency and instructions; label AI interactions or generated content where legally required.
• Implement competent human oversight, escalation, override, fallback and contestability for consequential decisions.
• Maintain logs and evidence appropriate to risk, with retention, access control and privacy safeguards.
• Monitor performance, drift, misuse, incidents and material changes; suspend or roll back where risk exceeds tolerance.
• For DORA-regulated use, identify whether the Service supports a critical or important function and contract separately for regulatory access, audit, resilience testing, incident cooperation, locations, subcontracting and exit.

Verification area	Required action
Legal entity	UZAM Limited T/A NexaQuanta, 60 Tottenham Court Road, Suite 1198a, Fitzrovia, London, United Kingdom, W1T 2EW
Product scope	Confirm services, deployment modes, APIs, AI functions, third-party models and excluded activities.
Contract stack	Align Order Form, MSA/Terms, SLA, DPA, Security Addendum, AI Schedule and SOW; confirm precedence.
Fees	Approve billing, taxes, overages, credits, renewal, refunds and collection procedure.
AI data use	Confirm whether Client Data, prompts, Output or telemetry is used for training; ensure Terms, DPA and product settings match.
IP/Output	Confirm ownership/licence position, custom development treatment and third-party model restrictions.
Security	Validate all security, backup, recovery, certification and incident claims with CTO/CISO.
SLA	Approve availability calculation, exclusions, support hours, service credits and maintenance.
Liability	Approve base cap, privacy/security super-cap, exclusions, indemnities and insurance alignment.
Financial institutions	Create bank addendum for DORA/outsourcing, audit, regulator access, subcontracting, locations, resilience testing and exit.
Data protection	Complete DPA annexes, subprocessor list, transfer mechanisms, retention/deletion and breach contacts.
Acceptable use	Approve prohibited AI practices, sanctions, sector restrictions and suspension workflow.
Website acceptance	Implement clickwrap/version evidence; do not rely solely on passive browsewrap for enterprise contracting.
Consumer status	Confirm Services are B2B only and marketing/onboarding flows do not contradict this.
Governance	Approval by Legal and Compliance, CTO/CISO, Finance, Product, CEO and designated contract owner.
Review cycle	Review at least annually and upon material product, regulatory or contracting change.