Last updated: Sep 03, 2026
These Terms of Service (the "Terms") form a binding agreement between you (the "Client") and Vandyx ("Vandyx", "we", "us", or "our"). They govern your access to our website and your use of the design, development, automation, and artificial intelligence services we provide. By using this website, submitting an enquiry, accepting a proposal, or paying an invoice, you confirm that you have read, understood, and agreed to these Terms and to our Privacy Policy.
You must be at least 18 years of age and legally capable of entering into a contract to use our services. If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and references to the Client mean that entity.
The specific services, deliverables, timelines, milestones, and fees for each engagement are set out in a written proposal, statement of work, or order form agreed between the parties (each, an "Order"). Each Order is incorporated into these Terms by reference. Where an Order conflicts with these Terms, the Order prevails for that engagement only.
Any work that falls outside an agreed Order, including additional revisions, added features, or changes to previously approved scope, is treated as new work and requires a written change request and separate fees.
You agree to:
Delays caused by late materials, late approvals, or restricted access may shift project timelines and may result in additional fees.
Fees are stated in the applicable Order and are payable in the currency and on the schedule set out there. Unless the Order states otherwise, a deposit is due before work begins, and remaining amounts are due on the milestones or dates specified. Invoices are payable within fourteen (14) days of issue.
Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend services, withhold deliverables, or pause access to hosted components while an invoice remains unpaid. All fees are exclusive of value added tax, sales tax, withholding tax, and any similar charge, which is your responsibility where applicable.
Our deliverables may depend on third-party providers such as model providers, telephony vendors, hosting platforms, and software subscriptions. Fees charged by those providers are your responsibility unless the Order expressly states that we cover them. Your use of a third-party service is governed by that provider's own terms, and we are not liable for its availability, pricing, policies, or performance.
You retain ownership of all content, trademarks, and materials you supply to us. Upon receipt of full payment for the relevant Order, we assign to you the intellectual property rights in the final deliverables produced specifically for you under that Order.
We retain ownership of all pre-existing materials, frameworks, tooling, source libraries, prompts, templates, and know-how used to create the deliverables, and we grant you a non-exclusive, perpetual, worldwide licence to use those elements to the extent they are embedded in the deliverables. Nothing in these Terms restricts our right to reuse general skills, techniques, and experience gained during the engagement.
Unless you notify us otherwise in writing, we may display non-confidential elements of completed work, along with your name and logo, in our portfolio, case studies, and marketing materials. We will remove such references at your written request.
Each party agrees to keep the other party's confidential information secure, to use it only for the purposes of the engagement, and not to disclose it to third parties except to personnel and subcontractors bound by equivalent obligations, or where disclosure is required by law. This obligation survives termination for a period of three (3) years.
Certain deliverables use artificial intelligence systems, including large language models and speech technologies. These systems are probabilistic and may produce output that is inaccurate, incomplete, or unsuitable for a given context. We do not warrant that AI generated output will be error free, and you remain responsible for human review of output before relying on it for decisions with legal, financial, medical, or safety consequences.
You are responsible for ensuring that your use of AI features, including recorded or automated calls and messaging, complies with all applicable consent, disclosure, recording, and marketing laws in the jurisdictions where you operate.
You agree not to use our website, services, or deliverables to:
We warrant that the services will be performed with reasonable skill and care by suitably qualified personnel. Except as expressly stated in these Terms, the website and all services and deliverables are provided on an "as is" and "as available" basis, and we disclaim all other warranties to the fullest extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
We do not warrant uninterrupted or error free operation, specific commercial results, revenue, rankings, conversion rates, or performance metrics.
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, goodwill, or anticipated savings, whether based in contract, tort, or any other theory, even if advised of the possibility of such damages.
Our total aggregate liability arising out of or relating to an engagement is limited to the total fees actually paid by you to us under the Order giving rise to the claim during the six (6) months preceding the event that gave rise to the liability. Nothing in these Terms excludes liability that cannot lawfully be excluded.
You agree to indemnify and hold harmless Vandyx, its personnel, and its subcontractors from any claim, damage, liability, or expense, including reasonable legal fees, arising from content or instructions you supply, your use of the deliverables, or your breach of these Terms or of applicable law.
These Terms apply for as long as you use our website or receive our services. Either party may terminate an Order on fourteen (14) days written notice. Either party may terminate immediately if the other party commits a material breach that is not remedied within ten (10) days of written notice, or becomes insolvent.
On termination, you must pay for all work performed and all non-cancellable costs incurred up to the termination date. Deposits and amounts covering completed work are non-refundable except as set out in our Refund Policy. Sections relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, and governing law survive termination.
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labour disputes, network or utility failures, government action, and failures of major third-party infrastructure or model providers.
We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship between the parties. We may engage qualified subcontractors, and we remain responsible for their work.
These Terms are governed by the laws applicable at the place of business of Vandyx, without regard to conflict of law rules. The parties will first attempt to resolve any dispute in good faith through direct negotiation. If a dispute is not resolved within thirty (30) days, it will be submitted to the exclusive jurisdiction of the competent courts at the place of business of Vandyx. Each party waives any right to participate in a class or representative action.
We may update these Terms from time to time. The revised version takes effect when published on this page, and the date above is updated accordingly. Material changes do not apply retroactively to Orders already in progress unless both parties agree in writing. Continued use of our website or services after publication constitutes acceptance.
If any provision of these Terms is found unenforceable, the remaining provisions remain in full force. A failure to enforce a right is not a waiver of that right. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets. These Terms, together with any Order and the policies referenced in them, constitute the entire agreement between the parties.
Questions about these Terms may be sent to:
Email: moustafa@vandyx.com