QNS Terms & Conditions

General terms for QNS customer products, professional services, project administration, and coordinated third-party services

Version 1.3 | Published: September 6, 2026 | Effective Date: September 6, 2026

1. Scope and Applicability

These QNS Terms & Conditions ("Terms") apply between QNS, Incorporated ("QNS") and the business organization identified as the customer ("Customer") in an agreement, order, proposal, statement of work, or other transaction document that incorporates these Terms. QNS provides business-to-business technology products and services. The specific products, services, prices, locations, responsibilities, and commercial terms for an engagement are defined in the applicable transaction documents.

2. Definitions

3. Contract Documents and Order of Precedence

The parties may use several documents for a transaction. Unless an executed Agreement expressly states a different order of precedence, a conflict among QNS documents will be resolved in the following order, from highest to lowest:

Provider agreements are separate contracts governing the Provider Services to which they apply. A Provider’s mandatory service-specific terms, tariffs, acceptable-use requirements, technical requirements, regulatory obligations, or similar conditions may control that Provider Service even when QNS coordinates the relationship. QNS has no authority to waive or rewrite a Provider’s terms unless the Provider expressly authorizes QNS to do so in writing.

4. QNS Role

QNS may design technology standards; prepare bills of materials; source Products and Provider Services; coordinate procurement, connectivity, field work, integrations, and deployment; manage projects; and provide documentation, testing, or handoff services. QNS’s precise role is the role stated in the applicable Agreement, Order, or SOW.

Unless the applicable transaction document expressly says otherwise, QNS is not the underlying telecommunications carrier, internet service provider, managed-service provider, software publisher, manufacturer, or field contractor. QNS does not control an independent Provider’s personnel, network, infrastructure, service availability, jobsite safety, installation means and methods, licensing, permits, or internal operations.

5. Independent Providers and Direct Provider Agreements

QNS may recommend, source, introduce, coordinate, or administratively support Provider Services. Where a Provider requires a direct customer agreement, Customer must review and accept that agreement directly with the Provider before the Provider Service becomes effective. QNS cannot accept those terms on Customer’s behalf unless both Customer and Provider expressly authorize QNS to do so.

If an Order uses a QNS resale structure for a third-party service and no separate direct Provider agreement is required, the Order will identify the applicable structure and any additional service-specific terms. QNS will not use these Terms to imply that it is the underlying provider when it is not.

Provider selection and availability may depend on geography, credit, serviceability, engineering, regulatory requirements, supplier inventory, and the Provider’s own acceptance criteria. A recommendation is not a guarantee that a Provider will accept an order, meet a requested date, maintain a particular service level, or continue offering a product or service.

6. Customer Authority and Information

Customer represents that the person approving an Agreement, Order, SOW, change, or service request has authority to act for Customer. Customer will provide timely, complete, and accurate information reasonably required for design, quoting, ordering, provisioning, shipping, installation, support, billing, and administration.

If Customer provides information about employees, franchisees, site contacts, contractors, or other persons, Customer represents that it is authorized to provide the information for the relevant business purpose. Customer authorizes QNS to provide information reasonably necessary to Providers and contractors involved in fulfilling authorized work, subject to the QNS Privacy Policy.

7. Quotes, Orders, and Authorization

Unless stated otherwise, quotes and proposals are estimates or offers subject to the validity period shown in the document, product and service availability, taxes, freight, engineering, serviceability, and final scope. No Product or QNS Service is ordered until QNS receives the approval, signature, deposit, purchase order, or other authorization required by the applicable transaction document.

A Customer purchase order, procurement-portal entry, vendor-onboarding form, acknowledgment, or similar administrative document is accepted only to evidence Customer authorization, identify the purchase, or facilitate payment. Additional or different legal terms in a Customer document do not modify the Agreement, an Order/SOW, or these Terms unless QNS expressly accepts those terms in a writing signed by an authorized QNS representative.

A Provider Service may require additional Provider approval, credit review, engineering, serviceability validation, or signature. QNS is not obligated to represent that a Provider order is accepted until the Provider confirms acceptance through its required process.

8. Pricing, Taxes, Shipping, and Pass-Through Charges

Customer will pay the prices and fees stated in the applicable Agreement, Order, or SOW. Unless expressly included, taxes, government charges, shipping, freight, handling, expedited delivery, permit costs, special insurance, union requirements, lift rental, travel, after-hours work, return trips, special construction, and Provider pass-through charges are additional when applicable and authorized as required.

Provider pricing, taxes, surcharges, regulatory fees, installation charges, and recurring rates may be governed by a direct Provider agreement. QNS does not control Provider-imposed charges unless QNS is expressly the seller of record for the charge identified in the QNS Order.

9. Payment

Deposits, payment milestones, payment methods, and due dates are stated in the applicable Agreement, Order, or SOW. QNS may require payment before ordering Products, reserving field resources, or beginning QNS Services. Customer will promptly raise a good-faith invoice dispute and pay all undisputed amounts when due. QNS may suspend unperformed QNS work or withhold new orders while undisputed amounts remain materially past due, subject to any contrary written agreement.

When QNS is authorized to present or collect Provider charges for administrative convenience, the transaction document may distinguish amounts retained by QNS from pass-through amounts remitted to the Provider. Collection or administrative coordination does not, by itself, make QNS the underlying Provider.

10. Site Readiness, Access, and Customer Responsibilities

Customer will provide safe and timely site access, a responsible point of contact, suitable power and environmental conditions, accurate site information, necessary building or landlord approvals, and timely decisions. Customer will disclose material site restrictions such as union rules, insurance requirements, security procedures, work-hour limits, badging, lift requirements, hazardous conditions, landlord requirements, general-contractor requirements, or permit constraints before scheduling.

Customer is responsible for customer-controlled systems, utilities, equipment, credentials, licenses, and approvals needed for the work. Delays, return visits, additional labor, or costs caused by incomplete site readiness or inaccurate or late customer information may result in a schedule change or approved additional charge.

11. Field Services

When independent field contractors perform cabling, installation, smart-hands, surveillance, audio/visual, mounting, or other onsite work, the applicable Provider is responsible for its personnel and subcontractors, staffing, field scheduling, installation means and methods, jobsite safety, required licenses and registrations, permits within its accepted scope, code compliance within its accepted scope, and its workmanship obligations.

QNS may define technology requirements, coordinate dates and communications, administer changes, communicate with field resources, and validate completion against the agreed technology scope. Unless an Order expressly states that QNS itself is performing field work, QNS does not employ the field technicians or assume the Provider’s jobsite safety or workmanship responsibilities.

12. Scheduling, Dependencies, and Delays

Requested dates are targets unless expressly guaranteed in writing by the party responsible for the applicable service. Schedules may depend on Customer readiness, landlord or general-contractor activity, utilities, carrier intervals, Provider staffing, product availability, shipping, permits, inspections, network readiness, software dependencies, and other third-party activity. QNS will use commercially reasonable efforts to coordinate items within its control but is not responsible for delays caused by circumstances outside QNS’s reasonable control.

13. Changes and Out-of-Scope Work

A change to Products, QNS Services, scope, timing, or other material requirements must be approved through the change process specified in the applicable Agreement, Order, or SOW. QNS may require written approval before incurring additional cost or directing a Provider to proceed. Provider-specific changes may also require the Provider’s separate acceptance under its agreement.

If work is discovered that is outside the agreed scope, the affected party may pause that portion of the work until scope, price, responsibility, and schedule are agreed. Undisputed in-scope work may continue when practical and safe.

14. Products, Delivery, Title, and Risk

Product availability and delivery dates are estimates unless expressly guaranteed. QNS may propose functionally appropriate substitutions when a specified item becomes unavailable, but Customer approval will be obtained when a substitution materially changes functionality, commercial terms, or an agreed standard.

Ownership of equipment depends on the transaction. Products sold to Customer become Customer property as stated in the Order and subject to payment terms. Equipment furnished as part of a managed or subscription service may remain owned by QNS or a Provider and may be subject to return, replacement, or end-of-term requirements. The applicable Order or Provider agreement controls.

15. Testing, Completion, and Acceptance

QNS will perform the testing, validation, documentation, or handoff activities expressly included in the QNS scope. Unless a different period is stated in an Agreement, Order, or SOW, QNS Services are deemed accepted at completion unless Customer provides a written punch list describing a material deficiency within five business days. Minor punch-list items that do not prevent ordinary use do not prevent substantial completion.

Provider Services and field workmanship are accepted and warranted under the applicable Provider agreement. QNS may help coordinate a punch list or warranty request but does not replace or enlarge a Provider’s warranty.

16. Warranties and Disclaimers

QNS warrants that QNS professional services will be performed in a commercially reasonable and professional manner consistent with the agreed scope. If Customer timely identifies a material failure of QNS Services to meet this warranty, QNS’s primary remedy will be to reperform or correct the affected QNS Service where commercially reasonable.

Manufacturer warranties, if any, are passed through to Customer to the extent transferable. Except for an express QNS warranty stated in an Agreement, Order, or these Terms, and to the maximum extent permitted by law, QNS disclaims implied warranties of merchantability, fitness for a particular purpose, title with respect to third-party services, and non-infringement with respect to third-party products. Provider Services are warranted, if at all, by the applicable Provider under its own terms.

QNS designs and coordinates technology intended to support operational, security, and compliance objectives, but QNS does not provide legal, accounting, regulatory, cybersecurity-audit, PCI certification, or formal compliance-attestation services unless an Order expressly identifies such a professional service.

17. Provider Performance and Service Levels

QNS is not responsible for an independent Provider’s outages, network availability, service levels, installation intervals, billing systems, support operations, taxes, fees, equipment failures, warranties, or other performance except to the extent a loss is directly caused by QNS’s own breach, negligence, or misconduct within the QNS scope. Any Provider service-level credit or remedy is governed by the Provider agreement.

18. Acceptable Use and Security Responsibilities

Customer will use QNS-provided or QNS-managed technology and communications services lawfully and in accordance with the QNS Acceptable Use Policy at https://qnsnow.com/policies/acceptable-use, to the extent applicable. Provider-specific acceptable-use policies and technical restrictions may also apply to Provider Services.

Customer is responsible for reasonable security of its users, devices, accounts, credentials, software, and customer-controlled networks. Customer will not provide QNS with passwords, payment-card data, Social Security numbers, health information, authentication secrets, private keys, or similarly sensitive information unless QNS specifically requests the information through an appropriate method for an authorized purpose.

Unless an applicable Order or SOW expressly states otherwise, QNS does not undertake continuous security monitoring, vulnerability management, managed detection and response, a security operations center function, formal incident-response services, or 24/7 monitoring/support. Any such QNS-managed responsibility must be expressly identified in the applicable transaction document; independent Provider support and monitoring obligations are governed by the Provider agreement.

19. Confidentiality

Each party will use reasonable care to protect nonpublic business, technical, commercial, and other information disclosed by the other party that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will use Confidential Information only for the relationship and will disclose it only to personnel, advisers, Providers, and contractors that need it for that purpose and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, independently developed without use of the Confidential Information, received lawfully from another source without a duty of confidentiality, or publicly available through no breach. A party may disclose information when required by law or legal process, subject to lawful notice where appropriate.

These confidentiality obligations survive termination for three years. No category of Confidential Information receives a longer survival period under this Section solely because it may be characterized as a trade secret. A longer or different confidentiality period applies only if stated in a signed nondisclosure agreement or other signed Agreement.

20. Privacy and Data Handling

QNS handles personal information as described in the QNS Privacy Policy at https://qnsnow.com/policies/privacy. Customer authorizes QNS to disclose and receive information reasonably necessary to quote, order, provision, install, support, troubleshoot, bill, administer, and coordinate authorized Products and Services. QNS may also provide limited referral or partner-program status information as described in the Privacy Policy.

The parties will use commercially reasonable safeguards appropriate to the information and services under their control. Neither party guarantees that a network, system, or transmission method is immune from every security event.

21. Intellectual Property and Deliverables

Each party retains ownership of intellectual property it owned or developed independently of the engagement. Customer owns Customer data and Customer-provided materials. Unless an Order states otherwise, QNS retains ownership of its pre-existing and reusable methods, templates, tools, workflows, design patterns, documentation frameworks, know-how, and underlying intellectual property.

Upon payment of applicable fees, Customer may use QNS project-specific deliverables internally for its business and the locations or program for which they were prepared. Customer may provide those deliverables to authorized Providers or contractors as reasonably necessary to implement or support the Customer environment, provided QNS confidential or proprietary materials are not commercially redistributed or represented as another party’s work.

22. Compensation and Commercial Relationships

QNS may receive commissions, residual compensation, referral compensation, discounts, rebates, or other compensation from Providers or channel relationships in connection with services QNS sources, coordinates, or refers. These arrangements do not create a partnership, fiduciary relationship, or agency authority between QNS and Customer or between QNS and a Provider. Customer charges and contractual obligations are the charges and obligations stated in the applicable QNS and Provider documents.

23. Compliance with Law

Each party will comply with laws and regulations applicable to its own performance and use of the Products and Services. Customer will not use QNS or Provider Services for unlawful, fraudulent, abusive, infringing, unauthorized, or prohibited activity. Where telecommunications, export, privacy, security, messaging, or other regulated services are involved, additional Provider or legal requirements may apply.

24. Indemnification

To the extent permitted by law, each party (the "Indemnifying Party") will defend and indemnify the other party and its officers, directors, and employees against a third-party claim to the extent caused by (a) the Indemnifying Party’s gross negligence or willful misconduct; (b) its material breach of confidentiality obligations; or (c) its violation of applicable law in performing its obligations under the transaction. Customer will also defend and indemnify QNS against third-party claims arising from Customer’s unlawful or unauthorized use of Products or Services; Customer’s material violation of applicable Provider use restrictions caused by Customer-controlled activity or instructions; Customer-provided materials or instructions that infringe another party’s rights; or hazardous or unlawful site conditions that Customer knew or reasonably should have disclosed.

The indemnified party will provide prompt notice of a covered claim, reasonable cooperation, and control of the defense to the Indemnifying Party, subject to the indemnified party’s right to participate at its own expense and to approve any settlement that admits fault, imposes non-monetary obligations, or fails to provide a full release.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE APPLICABLE TRANSACTION, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE. THIS DAMAGES EXCLUSION DOES NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, OR LIABILITY TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT IT TO BE EXCLUDED OR LIMITED.

QNS’s aggregate liability arising from QNS Products and QNS Services under a particular Agreement, Order, or SOW will not exceed the amounts paid and retained by QNS for the affected QNS Products and QNS Services under that transaction, excluding taxes, freight, government charges, and amounts collected solely for or remitted to independent Providers. This cap does not apply to fraud, willful misconduct, or liability that cannot lawfully be limited. An executed Agreement may provide different or additional limits.

Nothing in these Terms makes QNS liable for an independent Provider beyond QNS’s own acts or omissions. Customer’s remedies against a Provider are governed by the Provider agreement, applicable law, and any rights QNS is expressly authorized to assist Customer in enforcing.

26. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, war, terrorism, civil disturbance, government action, labor disruption, transportation interruption, utility failure, carrier outage, cyberattack not caused by the affected party’s failure to use reasonable safeguards, supply-chain interruption, or widespread internet or cloud-service failure. Payment obligations for Products or Services already provided are not excused.

27. Suspension and Termination

The term, renewal, cancellation, termination, and early-termination provisions for recurring QNS Services are stated in the applicable Agreement or Order. Provider Services are governed by the Provider agreement. QNS may suspend affected QNS Services when reasonably necessary to address an undisputed material payment default, security threat, unlawful use, or material breach, after notice where practical. Emergency action may be taken without advance notice when necessary to protect people, systems, networks, or legal compliance.

28. Independent Contractors; No Authority to Bind

QNS, Customer, and independent Providers are independent parties. Nothing creates an employment, partnership, franchise, joint venture, fiduciary, or general agency relationship. No party may bind another party or make a warranty or commitment on another party’s behalf except to the limited extent expressly authorized in writing.

29. Notices and Electronic Transactions

The parties may use electronic signatures, electronic approvals, email, portals, and other electronic records for Agreements, Orders, changes, and notices where legally permitted. Formal notice methods in a signed Agreement control. If no method is specified, a notice may be delivered to the business contact or address identified in the applicable Order, provided the sender uses a method reasonably calculated to provide actual notice.

30. Governing Law and Venue

Unless a signed Agreement states otherwise, these Terms and QNS’s own Products and Services are governed by the laws of the State of California, without regard to conflict-of-law principles. Any dispute solely between QNS and Customer that is not governed by a different signed dispute provision will be brought in the state or federal courts located in San Diego County, California, and each party consents to their jurisdiction. A Provider agreement may specify a different law, forum, or dispute process for Provider Services.

31. General Provisions

If a provision of these Terms is unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions remain in effect. A waiver must be in writing and does not waive a later breach. Headings are for convenience only. Neither party may assign an Agreement in a manner prohibited by the applicable signed Agreement; either party may generally assign to a successor in connection with a merger, reorganization, or sale of substantially all relevant assets, subject to written notice and the successor’s assumption of the obligations.

32. Changes to Online Terms and Version Control

QNS may update these online Terms. Each published version will identify its version number and publish/effective date. New Agreements, Orders, SOWs, renewals, or material scope changes accepted on or after a new version becomes effective are governed by the then-current Terms unless the applicable signed document states otherwise.

For an active direct contract with QNS that incorporates these Terms, QNS will provide notice of a material update using the applicable notice method. Unless the signed Agreement states otherwise, the updated Terms will become applicable 30 days after QNS provides notice. Customer may opt out of the updated Terms by giving QNS written notice within that 30-day period. If Customer does not timely opt out, Customer will be deemed to have accepted the updated Terms for that active direct QNS contract.

If Customer timely opts out, the version of these Terms previously applicable to that active direct QNS contract will continue to govern that contract for its then-current term, except to the extent a change is required by applicable law, regulation, court order, a material security necessity, or a mandatory Provider condition applicable to the service, or the parties otherwise agree in writing. This update process does not amend an independent Provider agreement, which is governed by its own terms.

Contact QNS

Questions about these Terms or a QNS customer transaction may be submitted through the QNS contact page, by telephone, or by mail: QNS, Incorporated 1420 Kettner Blvd, Suite 100, San Diego, CA 92101 Phone: 619-880-8709 Contact: qnsnow.com/contact