Clear agreements, a solid foundation.

Who we are and when this applies

These terms are those of Vorteca (Chamber of Commerce number 42107861, VAT number NL005499391B95), hereafter "Vorteca".

These terms apply to every quote, assignment and delivery by Vorteca, unless we agree otherwise in writing. Where we do deviate, that agreement applies to that assignment only.

A client's own purchasing terms are expressly rejected, unless we accepted them in writing beforehand.

Quotes

A quote is without obligation and valid for thirty days. Prices are in euros and exclude VAT unless stated otherwise.

A quote is based on the information known at that moment. If it turns out during the assignment that this information was materially different, we discuss scope and price again before continuing.

The assignment and its scope

The assignment consists of what the approved quote describes. What it does not describe is not included.

• Work outside the scope is additional work. We only carry it out once you have approved the extra cost.
• Small adjustments during the build are part of the craft and are not charged.
• We may have parts carried out by third parties. Vorteca remains your point of contact and stays responsible for the result.

What we need from you

A project runs on time when both sides deliver. From you we ask timely delivery of content, imagery, access and feedback, plus one contact person who can make decisions.

If the planning slips because we are waiting on you, delivery dates move accordingly and we may charge the hours already spent. If a project is idle for more than sixty days for reasons on your side, we may invoice the work delivered up to that point.

You warrant that material you supply does not infringe the rights of others.

Delivery and acceptance

We deliver in clear stages. After delivery you have fourteen days to test and report defects.

If you report nothing within that period, delivery counts as accepted. Defects that stand in the way of the agreed result are fixed free of charge; wishes beyond that are additional work.

If you go live before acceptance, the work counts as accepted from the moment of going live.

Prices and payment

• For projects we invoice 50% upfront as a deposit. We start once it is received.
• The remainder is invoiced on delivery, or in instalments where agreed.
• The payment term is fourteen days from the invoice date.
• Vorteca Core and Care & Growth Plans are invoiced monthly in advance. If you have given a SEPA mandate, we collect the amount a few days after the invoice date.

Late payment puts you in default by operation of law. We may then charge statutory commercial interest and extrajudicial collection costs, and suspend work and services until payment is received. Suspension does not affect your obligation to pay.

Timelines

Delivery dates are a planning, not a strict deadline, unless we expressly agree a hard date in writing. We flag it in good time when a planning shifts.

Intellectual property

Once you have paid in full, you receive the right to use the delivered work: the code, design and content created specifically for your project.

• What we already had beforehand — frameworks, components, templates, tooling and our own building blocks — remains Vorteca's. You receive a perpetual, non-exclusive right to use it within the project.
• We may continue to use and reuse those generic building blocks for other assignments.
• Third-party and open source software remains subject to that party's own licence.

Until payment is complete, all rights remain with Vorteca and you have no right to use the delivered work.

Third-party services

For hosting, databases, domains, mail delivery and similar services we work with external parties. Those services are subject to those parties' terms and availability; we are not liable for outages or price changes there.

Where accounts are in Vorteca's name, the costs of the standard technical foundation are covered by Vorteca Core. Costs of services outside it are passed on. Transfers to your own accounts follow the Vorteca Core section.

Vorteca Core and maintenance

Vorteca Core is a mandatory part of every project. Core is the technical foundation under your website, system or portal: hosting, monitoring, security care and technical management. The monthly fee depends on the project type and is stated in the quote.

Core starts at launch, unless the quote sets a different start date, and runs for as long as your environment runs through Vorteca.

• Core cannot be cancelled on its own while your environment keeps running through Vorteca.
• If you want to stop hosting and technical management by Vorteca, you can cancel Core with effect from the end of a calendar month. We then transfer your environment to your own accounts or to another party, or take it offline if you ask us to. Work for a transfer is charged as additional work.
• Care Plus, Growth Care and Partner Care are optional upgrades on top of Core. They continue monthly and can be cancelled with effect from the end of a running month, unless a longer term was agreed. What a plan covers is set out in the quote or the relevant agreement.

Once Vorteca Core ends, we perform no further maintenance. From that moment the security, backups and currency of the software are your responsibility.

Liability

We work security-first and with care, but no system is flawless. Our liability is limited to direct damage and to a maximum of the amount you paid for the relevant assignment in the six months preceding the event causing the damage.

• We are not liable for indirect damage, consequential damage, lost profit, lost revenue or loss of data.
• We are not liable for damage caused by incorrect or incomplete information from your side, or by changes made to the software by you or by third parties.
• You are responsible for making backups, unless backups are part of Vorteca Core or a running Care & Growth Plan.

These limitations do not apply in cases of intent or deliberate recklessness by Vorteca.

Confidentiality and data

Everything we see and hear at your organisation is treated confidentially, including after the assignment ends.

Where we process personal data on your behalf, we do so in line with the GDPR and record it in a data processing agreement. How we handle data is set out in our privacy statement.

Portfolio

We may show the delivered work in our portfolio and on our channels, and name you and your logo as a reference. Would you rather we did not? Let us know at info@vorteca.dev and we will not.

Cancellation and termination

If you cancel an assignment after we have started, we invoice the hours spent and costs incurred up to that point. The deposit is not refunded.

We may terminate an assignment if you fail to pay despite a reminder, if you become insolvent or file for suspension of payments, or if cooperation can no longer reasonably be expected of us.

Force majeure

In the event of force majeure our obligations are suspended. If it lasts longer than sixty days, either party may end the assignment, settling the work delivered up to that point.

Governing law

All assignments are governed by Dutch law. If we cannot resolve a dispute together, we submit it to the competent court in the Netherlands.

If any provision of these terms is void or voidable, the remaining provisions continue to apply and we replace that provision with a valid one of as similar an effect as possible.

Changes

We may amend these terms. For a running assignment, the terms as they stood when the quote was approved apply. The current version is always on this page.