Enterprise Contracting Terms

These terms apply to enterprise order forms, multi-branch or multi-company accounts, implementation commitments, procurement requirements, and negotiated commercial terms.

1. Scope and Relationship to Other Terms

These Enterprise Contracting Terms apply to larger, negotiated, multi-branch, multi-company, accountant-firm, franchise, implementation-heavy, or custom commercial arrangements where Quenta and Customer use an Enterprise Order Form, master services agreement, SOW, DPA, SLA, security review, or other signed enterprise document.

For standard online subscriptions, the Main Terms, Subscription & Billing Terms, and applicable supplemental terms apply. For enterprise arrangements, signed documents control only to the extent they expressly modify the online terms according to the order of precedence.

2. Enterprise Order Forms

An Enterprise Order Form may specify the customer entity, covered affiliates or branches, plan, modules, subscription term, committed fees, billing cycle, payment terms, user limits, branch limits, OCR/document limits, API limits, storage limits, implementation services, onboarding scope, support level, SLA, renewal terms, data-processing terms, special commercial terms, and any negotiated exceptions.

Only terms expressly stated in a signed Enterprise Order Form, master services agreement, SOW, or other signed Quenta-approved document modify these Terms. Sales discussions, proposals, demos, emails, screenshots, roadmap statements, security questionnaires, purchase orders, or verbal statements are not binding unless incorporated into a signed document.

3. Customer Entities, Affiliates, Branches, and Authorized Users

Unless expressly allowed in an Order Form, the subscription is limited to the named customer entity and authorized branches, company accounts, users, and modules identified in Quenta or the applicable Order Form. Affiliates, related entities, franchisees, sister companies, clients, outsourced service clients, or other third parties may not use the subscription unless expressly included in the applicable plan or signed Order Form.

Customer is responsible for all use by its affiliates, branches, personnel, accountants, advisors, contractors, invited users, and other persons who access the Service under Customer’s account or authority.

4. Customer Purchase Orders and Procurement Terms

Customer purchase orders, vendor onboarding forms, procurement portal terms, supplier terms, payment instructions, security portal terms, or other customer-issued documents are for administrative convenience only and do not modify these Terms, an Order Form, SOW, DPA, SLA, invoice, or Quenta policy unless expressly signed by an authorized Quenta representative.

Any pre-printed, linked, uploaded, or portal-based customer terms are rejected unless Quenta expressly accepts them in a signed written agreement.

5. Minimum Commitments, Expansion, Reductions, and True-Ups

Enterprise subscriptions may be subject to a minimum commitment term and minimum committed fees stated in the Order Form. Unless the Order Form states otherwise, committed fees are non-cancellable and non-refundable during the committed term, even if Customer reduces users, branches, companies, documents, modules, usage, or active locations.

Customer may add users, branches, modules, document volume, companies, API usage, storage, implementation services, or other capacity during the term, subject to additional fees. Reductions take effect only at renewal unless expressly agreed in writing.

If Customer exceeds contracted limits for users, branches, document/OCR volume, companies, modules, storage, API usage, integrations, or other usage metrics, Quenta may charge additional fees, require a plan upgrade, apply overage rates, restrict further usage, or include the excess usage in the next invoice or renewal true-up, as stated in the Order Form or Quenta’s then-current pricing.

6. Enterprise Payment Terms and Undisputed Amounts

Enterprise payment terms, if any, must be stated in the Order Form. Unless otherwise stated, invoices are due upon receipt. Late amounts may result in suspension, interest or late fees where permitted by law, collection costs, loss of discounts, and termination of unpaid services.

Customer may not withhold payment of undisputed amounts because of a dispute involving other services, modules, branches, SOW work, support tickets, invoices, users, payment providers, or integrations.

7. Customer Cooperation, Authority Matrix, and Internal Controls

Customer must assign qualified project owners, technical contacts, accounting contacts, privacy/security contacts, billing contacts, and authorized decision-makers. Customer delays, conflicting instructions, lack of access, unavailable decision-makers, or failure to provide complete information may delay delivery and increase fees.

Customer is responsible for configuring and maintaining its authority matrix, roles, approval workflows, branch access, user permissions, segregation of duties, maker-checker-approver rules, account mappings, and internal controls. Quenta provides tools, but Customer is responsible for determining and enforcing its own governance structure.

8. Implementation Dependencies, Customer Delay, and Change Control

Implementation schedules depend on Customer’s timely provision of data, access, decisions, approvals, personnel availability, accounting policies, tax configurations, branch details, inventory records, historical records, and third-party system access. Delays caused by Customer or third parties extend Quenta’s timelines and may result in additional fees, project pause, reactivation fees, or revised milestones.

If Customer delay exceeds the period stated in the SOW, or if no period is stated then thirty days, Quenta may pause the project, invoice completed work, revise the schedule, charge reactivation fees, or terminate the SOW while retaining fees for work performed and resources reserved.

Changes to scope, deliverables, timeline, integrations, reports, workflows, data migration, training, acceptance criteria, support level, or assumptions require a written change order or written approval by authorized representatives. Quenta is not required to perform out-of-scope work unless the parties agree on scope, fees, dependencies, and timeline.

Quenta may treat repeated clarification requests, additional data cleanup, extra meetings, additional branches, additional reports, new integrations, changed accounting treatment, changed approval workflows, or revised migration files as out-of-scope work if not included in the SOW.

9. Acceptance Testing

If an SOW includes acceptance testing, Customer must test deliverables within the acceptance period stated in the SOW. Rejection must be in writing and must identify specific material nonconformities against the SOW.

Deliverables are deemed accepted if Customer uses them in production, fails to reject them within the acceptance period, rejects them for reasons outside the SOW, or fails to provide necessary access, data, or feedback for testing.

10. Security Reviews, Audit Rights, and Subprocessor Notices

Quenta may provide security documentation, questionnaires, summaries, or compliance information for enterprise review. Unless expressly incorporated into a signed agreement, such materials are informational only and do not create additional warranties, certifications, service levels, audit rights, or obligations beyond the signed agreement.

Customer audit or assessment rights, if any, must be stated in the DPA, Order Form, or signed agreement and are subject to reasonable confidentiality, security, frequency, scope, timing, and cost controls.

For Enterprise customers with a signed DPA requiring subprocessor notice, Quenta will provide notice of material new subprocessors according to the DPA or Order Form. Customer objections must be reasonable, related to data-protection risk, and submitted within the stated objection period. Quenta may resolve objections by providing information, using an alternative where commercially reasonable, or allowing termination of the affected service if required by the DPA.

11. Roadmap, Beta Features, and Future Functionality

Roadmap items, beta features, previews, pilots, future integrations, planned modules, or unreleased functionality are not binding commitments unless expressly listed as deliverables in a signed Order Form or SOW. Customer purchases are not contingent on delivery of future features unless expressly stated in a signed agreement.

12. Professional Services and Deliverable Ownership

Professional services, configurations, reports, templates, migration tools, scripts, connectors, workflows, documentation, implementation materials, and deliverables created or used by Quenta remain Quenta Technology unless the signed SOW expressly assigns ownership. Customer receives a limited right to use deliverables with the Service during the subscription term.

13. Data Export and Transition Assistance

Upon termination or expiration, Quenta may provide standard export tools or commercially reasonable export assistance for Customer Data according to the plan, Order Form, DPA, or SOW. Custom export, migration, transition assistance, data transformation, reconciliation, or historical reconstruction may require a separate paid SOW.

Quenta is not required to maintain Customer Data indefinitely after termination and may delete or archive data according to the retention terms, DPA, and applicable law.

14. Termination, Renewal, and Non-Renewal

Online subscriptions may be cancelled according to the Subscription Terms. Enterprise subscriptions may be terminated for convenience only if the Order Form expressly allows it. Either party may terminate for material breach if the breach is not cured within the cure period stated in the Order Form, or if none is stated, thirty days after written notice.

Quenta may terminate or suspend immediately for non-payment, security risk, unlawful use, payment misuse, intellectual-property misuse, fraud, data-protection risk, or violation of the Acceptable Use Policy.

Enterprise renewal terms, notice periods, renewal pricing, and non-renewal deadlines must be stated in the Order Form. If no enterprise-specific renewal provision applies, the online Subscription Terms apply. Quenta may condition renewal on updated pricing, updated terms, security requirements, revised usage limits, or payment of outstanding amounts.

15. Customer-Specific Compliance, Regulated Customers, and Government Procurement

Customer is responsible for determining whether the Service, configuration, data processing, access controls, reports, integrations, workflows, and outputs meet Customer’s internal policies, industry requirements, audit requirements, and legal obligations. Quenta is not responsible for Customer-specific compliance requirements unless expressly agreed in a signed agreement.

If Customer operates in a regulated industry or is subject to industry-specific requirements, Customer is responsible for determining whether the Service satisfies those requirements. Quenta does not provide regulated-industry compliance commitments unless expressly stated in a signed agreement.

Government, public-sector, or regulated procurement terms apply only if expressly accepted by Quenta in a signed agreement. Quenta does not accept special procurement, audit, termination, data-residency, or public-sector terms through purchase orders or portals unless signed by Quenta.

16. Enterprise Confidentiality

Each party may receive non-public business, technical, financial, security, product, pricing, customer, or operational information from the other party. The receiving party must protect confidential information using reasonable care and may use it only to perform or receive the services, exercise rights, or comply with legal obligations.

Quenta confidential information includes non-public product plans, pricing, security information, architecture, workflows, APIs, data models, implementation methods, roadmap, beta features, and technical documentation.

17. Enterprise Indemnity and Liability Caps

Any Quenta IP indemnity applies only if expressly included in a signed Enterprise agreement and is subject to exclusions for Customer Data, customer configurations, third-party integrations, open-source components, customer instructions, combination with non-Quenta systems, unauthorized use, or use after Quenta provides a workaround.

Customer must indemnify Quenta for claims arising from Customer Data, customer instructions, tax filings, payroll treatment, invoices/receipts, payment misuse, unlawful use, unauthorized users, third-party integrations selected by Customer, or Customer’s breach of law or these Terms.

For Enterprise agreements, liability caps may be stated in the Order Form. Unless otherwise stated, Quenta’s aggregate liability is capped according to the Main Terms. Higher or separate caps, if any, should be expressly stated for confidentiality, data protection, IP indemnity, unpaid fees, fraud, willful misconduct, or matters that cannot legally be limited.

18. SLA, Service Credits, and Integrations

Any SLA applies only if expressly included in a signed Order Form or Enterprise SLA. Service credits, if any, are Customer’s sole and exclusive remedy for failure to meet the stated availability target. Credits do not apply to exclusions, scheduled maintenance, emergency maintenance, beta features, third-party providers, customer systems, payment providers, internet issues, force majeure, or misuse.

Integrations depend on third-party APIs, credentials, permissions, data quality, provider availability, rate limits, documentation, and customer authorization. Quenta does not guarantee continued availability, compatibility, completeness, or accuracy of third-party integrations unless expressly stated in a signed SOW.

If a third-party provider changes or disables an API, integration, authentication method, data format, rate limit, pricing, or access permission, Quenta may modify, suspend, or discontinue the integration or require additional fees for remediation.

19. Non-Solicitation of Implementation Personnel - Counsel Review

During the term of an SOW and for a reasonable period after, Customer may not knowingly solicit for employment Quenta personnel materially involved in the implementation, except through general solicitations not targeted at Quenta personnel, unless prohibited by law or otherwise agreed. This clause should be reviewed by Philippine counsel for enforceability, scope, and reasonableness before publication.

20. Enterprise Sales and Legal Approval Checklist

Before signing or approving an Enterprise deal, Quenta should confirm:

Customer entity and affiliates/branches covered

Subscription term, renewal rule, and non-renewal deadline

Fees, taxes, withholding, payment terms, minimum commitment, and overages

User, branch, document/OCR, module, API, integration, and storage limits

Implementation scope, assumptions, exclusions, customer dependencies, and acceptance criteria

Data migration scope, source data responsibility, and transition/export obligations

Support level, SLA, service credits, and exclusions

DPA, subprocessor notice, security questionnaire status, and audit rights

Integration dependencies and third-party provider assumptions

Liability cap, indemnity, confidentiality, and any special exceptions requiring legal approval

Whether purchase order, procurement, portal, or customer boilerplate terms are rejected or expressly accepted

Quenta Technologies Inc. · SEC Reg. No. 2026020237348-66 · TIN 010-999-041-000 · 30F Tower 2 RCBC Plaza, Ayala Avenue, Makati City 1209, Philippines · inquire@quenta.ph