Terms of Service

Overview

Welcome to Vextorix! The terms "we", "us", and "our" refer to Vextorix. Vextorix operates this website (vextorix.com) and provides professional software engineering, custom artificial intelligence development, process automation, systems integration, and technical consulting services (collectively, the "Services").

The terms and conditions set forth below, together with our Privacy Policy and any specific service proposals, statements of work ("SOW"), or agreements entered into between you and Vextorix (these "Terms of Service" or "Terms"), govern your access to and use of our Services.

Please read these Terms of Service carefully. By visiting our website, contacting us, or engaging our Services, you agree to be bound by these Terms of Service. If you do not agree to these Terms, you must not access or use our Services.

Section 1 — Access and Eligibility

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your jurisdiction of residence and that you have full legal capacity and authority to enter into binding agreements on behalf of yourself or the business entity you represent.

To inquire about or engage our Services, you may be required to provide accurate contact and technical information. You represent and warrant that all information you submit to us is truthful, current, and complete.

Section 2 — Professional Services & Engagements

Vextorix delivers technology solutions based on mutually agreed project specifications. Each project engagement may be detailed in an individual proposal, quote, or Statement of Work defining the deliverables, technical scope, milestones, timeline, and associated fees.

We strive to provide accurate estimates and high-quality software engineering. Any modification, expansion, or reduction of project scope requested by the client after work has commenced may result in adjustments to project schedules and fees, subject to written mutual agreement.

Section 3 — Client Responsibilities

To ensure successful project delivery, you agree to:

• Provide timely access to necessary systems, documentation, API keys, credentials, or environments required for our engineering team to perform the Services.
• Designate an authorized representative to provide feedback, approvals, and decisions in a reasonable and timely manner.
• Ensure that all data, text, media, software, and materials provided to Vextorix comply with applicable intellectual property and privacy laws, and do not infringe upon any third-party rights.

Section 4 — Fees, Invoicing, and Payment Terms

Fees for our Services will be set forth in the relevant quote, invoice, or Statement of Work. Unless otherwise specified in writing:

• Invoices are due upon receipt or within the timeframe specified on the invoice.
• Payments must be remitted in the agreed currency (e.g., COP or USD) via authorized bank transfer or approved electronic payment methods.
• Posted or quoted fees do not include applicable local taxes (such as IVA/VAT or statutory withholdings), which will be itemized where required by law.

In the event of overdue payments, Vextorix reserves the right to suspend ongoing development, withhold pending deliverables, or pause technical support until outstanding balances are resolved.

Section 5 — Intellectual Property & Deliverables

Client Deliverables: Upon receipt of full and final payment for the contracted Services, Vextorix assigns to the client all right, title, and interest in the custom work product specifically authored and delivered for the client under the agreed engagement, excluding Background Technology.

Background Technology & Tooling: Vextorix retains all rights, title, and ownership in and to its pre-existing tools, libraries, reusable components, development frameworks, algorithms, and general know-how developed independently of the client engagement ("Background Technology"). To the extent Background Technology is incorporated into deliverables, Vextorix grants the client a perpetual, non-exclusive, worldwide license to use such Background Technology solely as part of the delivered solution.

Vextorix Trademarks: The Vextorix name, logo, graphic marks, and related designs are trademarks of Vextorix. Nothing in these Terms grants any right or license to use Vextorix trademarks without prior written authorization.

Section 6 — Confidentiality

Both parties agree to treat all non-public technical, financial, and business information received from the other party as strictly confidential. Neither party will disclose or use such confidential information for any purpose other than fulfilling obligations or exercising rights under these Terms, without prior written consent, except where disclosure is required by law.

Section 7 — Third-Party Tools, APIs, and Platforms

Our Services may integrate with or interface with third-party software, cloud infrastructure, AI model providers, or platform APIs (including Google Workspace, TikTok API, cloud hosting services, and others).

You acknowledge that your use of third-party platforms and APIs is governed by the respective terms of service and privacy policies of those third-party providers. Vextorix is not responsible for outages, rate limits, policy changes, pricing modifications, or discontinuations initiated by third-party platforms.

Section 8 — Prohibited Uses

You agree not to use our website or Services, directly or indirectly:

• For any unlawful, fraudulent, malicious, or unauthorized purpose.
• To violate any international, national, or local laws, regulations, or ordinances.
• To infringe upon or violate our intellectual property rights or the rights of any third party.
• To develop, transmit, or propagate viruses, malware, trojan horses, ransomware, or other malicious code.
• To engage in unlawful surveillance, spamming, phishing, or harassment of individuals or organizations.
• To interfere with, compromise, or bypass the security, authorization, or stability of our infrastructure.

Section 9 — Automated Agents and Tools

If you deploy or allow an automated software agent, crawler, or autonomous tool ("Agent") to interact with our website or digital endpoints:

• The Agent must transparently identify itself in the HTTP user-agent header.
• The Agent must strictly adhere to robots.txt instructions and rate limits.
• The Agent must not circumvent security safeguards, attempt unauthorized vulnerability scanning, or disguise automated interactions as human traffic.

Section 10 — Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN A FORMAL WRITTEN STATEMENT OF WORK SIGNED BY VEXTORIX, OUR WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WHILE WE APPLY RIGOROUS ENGINEERING STANDARDS AND BEST PRACTICES, WE DO NOT GUARANTEE THAT THE OPERATION OF ANY SOFTWARE DELIVERABLE WILL BE ENTIRELY UNINTERRUPTED OR ERROR-FREE, OR THAT THIRD-PARTY APIS WILL REMAIN UNCHANGED INDEFINITELY.

Section 11 — Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VEXTORIX, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ALL CASES, VEXTORIX'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO ANY SERVICE ENGAGEMENT SHALL BE STRICTLY LIMITED TO THE FEES ACTUALLY PAID BY THE CLIENT TO VEXTORIX FOR THE SPECIFIC DELIVERABLE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE EVENT.

Section 12 — Indemnification

You agree to defend, indemnify, and hold harmless Vextorix, its officers, directors, employees, and contractors from and against any claims, liabilities, damages, judgments, awards, losses, and reasonable legal expenses arising out of or resulting from your breach of these Terms, your misuse of the Services, or your violation of applicable laws or third-party rights.

Section 13 — Termination

Either party may terminate a service engagement in accordance with the terms specified in the applicable Statement of Work, or upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of notice.

Provisions that by their nature should survive termination (including Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, and Governing Law) shall remain in full force and effect following any termination.

Section 14 — Governing Law and Jurisdiction

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the Republic of Colombia. Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts of Bucaramanga, Santander, Colombia.

Section 15 — Severability and Entire Agreement

If any provision of these Terms is determined by a court of competent jurisdiction to be unlawful, void, or unenforceable, such provision shall be enforced to the maximum extent permitted, and the remaining provisions shall continue in full force and effect.

These Terms of Service, together with our Privacy Policy and any applicable Statement of Work, constitute the entire agreement between you and Vextorix with respect to the subject matter hereof, superseding all prior communications or understandings.

Section 16 — Changes to Terms of Service

We reserve the right to update or amend these Terms of Service at any time by publishing the revised version on this page with an updated "Last updated" date. Continued use of our website or engagement of our Services after changes are posted constitutes acceptance of the amended Terms.