Contracting Conditions

1. Contract formation

A website enquiry, Project Architect estimate, Launch Sites configuration or preliminary discussion does not by itself oblige VORAXDESIGN to perform a project.

A project agreement is formed when a proposal, quotation or order is validly accepted in the manner specified by VORAXDESIGN, subject to any stated payment or readiness condition.

2. Document hierarchy

Where project documents conflict, the following order applies unless the accepted agreement expressly provides otherwise.

• Mandatory applicable law.
• The accepted proposal, order or signed project-specific agreement.
• Any incorporated project-specific scope or statement of work.
• These Contracting Conditions.
• The Project Conditions.
• Applicable service-specific conditions.
• The general website Terms & Conditions.

3. Authority

A person accepting on behalf of a company or organisation confirms that they have authority to bind that organisation.

VORAXDESIGN may rely on acceptance and instructions from a person reasonably represented as authorised.

4. Estimates and proposals

Automated and preliminary estimates are indicative.

Only a formal VORAXDESIGN proposal, quotation or order expressly presented as an offer may become a binding commercial offer.

Expired proposals may be repriced or rescheduled.

5. Prices and VAT

Unless expressly stated otherwise, VORAXDESIGN prices are exclusive of VAT and other applicable taxes or government charges.

External licences, API usage, advertising spend, domains, app-store fees and other third-party costs are excluded unless expressly listed.

6. Standard payment structure

Unless the accepted proposal specifies another schedule, the standard VORAXDESIGN structure is:

• Below EUR 2,500: 100% payable upfront.
• EUR 2,500 through EUR 7,500: 60% at project start and 40% before launch.
• Above EUR 7,500: 50% at start, 30% at staging and 20% before launch.

7. Non-refundable payments

VORAXDESIGN does not offer discretionary refunds.

Except where mandatory applicable law requires otherwise, deposits, advance payments, milestone payments, fees for completed work, payments for approved stages, reserved production capacity, third-party costs and other amounts that have become due are non-refundable.

A change of mind, internal budget change, decision not to launch, client-caused delay, failure to provide materials, changed preference, request to change direction, unused deliverable or dissatisfaction that does not constitute a contractual defect does not create an automatic refund right.

8. Consumer withdrawal

Where the client is a consumer and a contract is concluded at distance or off premises, mandatory Belgian consumer rules may provide a statutory withdrawal period, generally 14 calendar days, unless a lawful exception applies.

If a consumer asks VORAXDESIGN to start services during an applicable withdrawal period, VORAXDESIGN may require an express request for immediate performance and the legally required acknowledgement concerning loss of the withdrawal right after full performance.

Where a consumer lawfully withdraws after requested performance has begun, the consumer may remain liable for the proportion of services already performed where applicable law provides for such payment.

The customised nature of a service does not by itself remove a statutory consumer right unless an actual legal exception applies.

9. Late payment

Invoices are payable by the stated due date.

For business clients, overdue amounts may accrue legally applicable late-payment interest and recovery costs.

For consumers, reminders, interest, compensation and collection measures will be applied only in accordance with mandatory Belgian consumer-payment rules.

VORAXDESIGN may suspend work or delivery where payment remains overdue after any required notice.

10. Reserved production capacity

Starting payments may compensate mobilisation, planning, discovery and reserved production capacity in addition to completed output.

Client postponement does not require VORAXDESIGN to hold a production slot indefinitely.

11. Client cancellation

Cancellation must be requested in writing and operates prospectively.

Subject to mandatory law, cancellation does not extinguish amounts already due, completed work, approved milestones, committed third-party expenditure or non-cancellable external costs.

12. Suspension and termination

VORAXDESIGN may suspend performance for material non-payment, material breach, failure to provide essential cooperation, security risk, unlawful instructions or serious obstruction of project delivery.

Where appropriate, a remediable breach may be subject to a reasonable cure period before termination.

Payment, confidentiality, intellectual-property, liability and dispute provisions intended to survive termination remain in effect.

13. Scope changes

Fixed prices depend on fixed scope and agreed assumptions.

New or changed requirements may be separately priced, moved to a later phase or declined where they materially change the project basis.

14. Third-party costs

The client remains responsible for agreed third-party charges and usage costs unless the proposal expressly states otherwise.

Material external price changes or usage increases may be passed through where they fall outside the fixed custom-development fee.

15. Custom source-code ownership

After full payment of all amounts due for the relevant project, the client owns the custom source code and custom deliverables created specifically for that client to the extent stated in the accepted agreement.

No ownership transfer occurs while relevant project amounts remain unpaid.

16. VORAXDESIGN background IP

VORAXDESIGN retains generic methods, processes, know-how, internal tools, templates, frameworks, reusable modules, libraries, design patterns and non-client-specific components.

Where background components are embedded in a deliverable, the client receives the rights reasonably required to use the delivered product for its agreed purpose.

17. Client and third-party materials

Third-party software remains subject to its own licences and terms.

The client is responsible for having sufficient rights to materials it supplies to VORAXDESIGN.

18. Confidentiality

Each party must use reasonable care to protect confidential non-public information received for the project and use it only for authorised purposes.

Information already lawfully public, independently developed or lawfully obtained without restriction is not confidential merely because it also appears in project communications.

19. Data protection

Each party remains responsible for its applicable data-protection obligations.

Where VORAXDESIGN acts as processor for client-controlled personal data, a separate processing arrangement may apply where legally required.

20. Subcontractors and production tools

VORAXDESIGN may use employees, specialist contractors, cloud providers, coding tools, automation and AI-assisted systems in project production.

Use of those resources does not remove VORAXDESIGN's responsibility for its own contractual obligations, subject to agreed third-party dependencies and liability limits.

21. Warranty and conformity

VORAXDESIGN will perform contracted services with reasonable professional care.

Except where expressly agreed or required by law, VORAXDESIGN does not warrant uninterrupted operation, compatibility with every future third-party change, a particular commercial outcome or absolute freedom from software defects.

Mandatory consumer conformity guarantees remain unaffected.

22. Limitation of liability

To the fullest extent permitted by law, VORAXDESIGN is not liable for indirect, incidental, special or consequential loss, loss of profit, anticipated savings, opportunity, reputation or business interruption.

For business clients, aggregate contractual and extra-contractual liability connected with a project is, to the fullest extent permitted by law, limited to the fees actually paid to VORAXDESIGN for the affected project unless the accepted agreement expressly provides another cap.

VORAXDESIGN is not responsible for losses primarily caused by client instructions, client-supplied data, unauthorised changes, client security failures, third-party outages or use outside the agreed purpose.

Nothing limits liability or rights that applicable law does not permit to be excluded or limited.

23. Events outside reasonable control

Neither party is liable for delay or failure caused by events outside its reasonable control to the extent performance is actually prevented or materially disrupted.

The affected party should communicate material impact and resume performance when reasonably possible.

24. Belgian law and jurisdiction

The agreement is governed by Belgian law.

For B2B agreements, the courts of Antwerp, including the Ondernemingsrechtbank Antwerpen where competent, have jurisdiction unless the accepted agreement expressly provides otherwise.

For B2C agreements, mandatory consumer-jurisdiction rules prevail.

25. General provisions

If one provision is invalid or unenforceable, the remaining provisions continue to apply to the extent legally possible.

Failure to enforce a right immediately does not permanently waive it.

Electronic communications and acceptance records may be used as evidence to the extent permitted by law.