Effective Date: 14 March 2026
Last Updated: 14 Marh 2026

1. Parties; Scope
1.1 These Terms of Service ("Terms") are between Vantoris ("Vantoris", "we", "us") and you ("Customer", "you"). They govern Customer's access to and use of Vantoris services, including but not limited to AI-powered call agents, website development, small business apps, automation services, integrations, and related software or professional services (collectively, "Services").
1.2 These Terms apply to all Orders (as defined below), quotes, subscriptions, and statements of work between Customer and Vantoris, except as otherwise agreed in a signed writing.

2. Definitions
2.1 "Order" means an accepted purchase order, quote, online order, invoice, or other ordering document describing Services, pricing, scope, and Customer details.
2.2 "Customer Data" means data provided by or on behalf of Customer, including call recordings, transcripts, contact information and other information processed for delivering Services.
2.3 "Subscription" means recurring, periodic Services billed on a stated cycle (monthly, yearly, etc.).
2.4 "DPA" means the Data Processing Agreement between Customer and Vantoris where Vantoris processes personal data on Customer's behalf.

3. Orders; Acceptance; Changes
3.1 An Order is accepted by Vantoris when Vantoris issues a written order confirmation, starts Services, or invoices the Customer. Vantoris may refuse Orders at its discretion.
3.2 Orders (including custom pricing, bespoke work, setup fees) are binding only when accepted in writing by Vantoris.
3.3 Changes to an accepted Order (change requests, scope alterations) require mutual written agreement and may affect price and schedule.

4. Pricing; Taxes; Cross-Border Sales
4.1 Quoted prices are exclusive of taxes, duties, levies, VAT, or similar governmental charges unless explicitly stated otherwise.
4.2 Vantoris is presently operating under the Belgian small business VAT exemption regime where applicable; if Vantoris' VAT registration status changes, Vantoris will notify Customers and apply VAT to invoices from the stated change date.
4.3 For B2B Customers within the EU, VAT treatment (e.g., reverse charge) depends on Customer’s VAT status and place of supply; Customers must provide a valid VAT identification number where applicable. If Customer fails to provide required tax information, Vantoris may charge VAT where applicable.
4.4 For cross-border sales, Customer is responsible for all applicable import duties, local taxes, withholding taxes or similar charges, unless otherwise agreed in writing.
4.5 Custom pricing applies only to the Customer and Order specified in the quote. Vantoris may adjust standard pricing for future Orders with notice.

5. Invoicing & Payment
5.1 Payment terms: unless otherwise stated in an Order, invoices are due within 14 days from invoice date. Subscriptions billed automatically will be charged per the billing method on file.
5.2 Payment methods: Vantoris accepts payment via payment processors and merchant services (credit/debit card, SEPA, bank transfer) as made available to Customer. Payment processors are independent; their terms apply.
5.3 Late payments: overdue amounts accrue interest at the statutory rate applicable in Belgium plus a fixed recovery fee and any reasonable collection costs. Vantoris may suspend Services for overdue accounts after providing notice.
5.4 Taxes shown on invoices are based on information available at time of invoicing. Customer is responsible for contesting incorrect tax charges with Vantoris; Vantoris will reasonably cooperate.

6. Setup Fees; Subscriptions; Billing Mechanics
6.1 Setup fees are one-time charges to cover initial configuration, integrations, or custom development. Setup fees may be non-refundable where work has commenced or deliverables have been produced.
6.2 Subscriptions renew automatically until cancelled. Cancellation becomes effective at the end of the then-current billing period unless otherwise stated.
6.3 Upgrades, downgrades, and add-ons: upgrades are effective immediately and may be prorated; downgrades take effect at the next billing cycle unless otherwise agreed.
6.4 Trials and promotional pricing are subject to the terms of the specific offer. Abuse of trials may result in termination.

7. Refunds; Consumer Cooling-Off
7.1 EU/UK consumers: If Customer is an individual consumer purchasing remotely, the statutory 14-day withdrawal right under EU distance selling laws may apply. However, the right to withdraw does not apply if the service has been fully performed with the consumer's prior explicit consent and acknowledgment that they lose the right to withdraw. Where applicable, Vantoris will provide required pre-contract information.
7.2 Refunds: refunds are governed by the specific Order and relevant local law. Except where law requires otherwise, subscription fees already paid are not refundable for periods already provided; refunds for partial periods are at Vantoris’ discretion and as specified in an Order.
7.3 Setup fees are generally non-refundable once work commences, unless otherwise agreed.

8. Term; Termination; Suspension
8.1 Term: Orders remain in effect for the duration specified in the Order. Subscriptions continue until terminated per these Terms.
8.2 Termination for cause: either party may terminate an Order for material breach if the other party fails to cure within 30 days after written notice.
8.3 Termination for insolvency: either party may terminate immediately upon insolvency or similar proceedings affecting the other.
8.4 Suspension: Vantoris may suspend Services for non-payment, security risk, or Customer’s breach of these Terms. Suspension does not relieve Customer of payment obligations.
8.5 Effects of termination: upon termination, Customer remains liable for unpaid fees; Vantoris may delete or decommission Customer Data per retention policies unless otherwise agreed. Vantoris will provide data export assistance subject to fees where applicable.

9. Customer Obligations; Acceptable Use
9.1 Customer is responsible for (a) correct configuration and use of Services, (b) obtaining and maintaining all consents and notices required for processing personal data of end-users, and (c) complying with all applicable laws.
9.2 Acceptable Use: Customer shall not use Services to engage in unlawful activity, infringe IP rights, transmit malware, or otherwise misuse Services. Vantoris may suspend access for violation of acceptable use policies.
9.3 SMS Messaging Program Terms
Where Customer or its end-users opt in to receive SMS communications through Vantoris-powered services, message frequency may vary depending on user interaction, missed calls, appointment reminders, customer support conversations, and follow-up requests. Message and data rates may apply depending on the recipient’s mobile carrier and plan. End users may reply STOP at any time to opt out of future SMS messages and HELP for assistance. For support regarding SMS communications, contact support@vantorissystems.com.

10. Intellectual Property
10.1 Vantoris IP: Vantoris retains all rights, title and interest in and to its pre-existing and independently developed software, platforms, models, tools, templates, documentation, and underlying IP ("Vantoris IP"). No rights are transferred except as expressly granted.
10.2 License to Customer: Subject to Customer's compliance, Vantoris grants Customer a non-exclusive, non-transferable, revocable license to use the Services as described in the Order during the Term.
10.3 Customer Data and Deliverables: Customer retains ownership of Customer Data. For bespoke deliverables (websites, apps) commissioned under an Order, IP ownership and assignment terms will be set out in the applicable Order or SOW. If not specified, Customer receives a perpetual, worldwide, non-exclusive license to use deliverables for its business purposes; full assignment requires a written agreement and may incur additional fees.
10.4 Feedback: Customer grants Vantoris a perpetual, royalty-free, worldwide license to use feedback to improve Services.

11. Confidentiality
11.1 Each party will protect Confidential Information of the other with reasonable care and will not use or disclose it except to provide the Services or with consent. Confidential Information excludes information that is public, lawfully known prior, rightfully received from third parties, or independently developed.
11.2 Confidentiality obligations survive termination for five (5) years, except trade secrets which remain protected indefinitely.

12. Data Protection; DPA
12.1 Privacy: processing of personal data is subject to Vantoris’ Privacy Policy and, where Vantoris processes personal data on behalf of Customer, the DPA.
12.2 Subprocessors: Customer authorises Vantoris to engage subprocessors (hosting, telephony, AI processors, payment processors). Vantoris will list subprocessors and update the list per the DPA.
12.3 Customer responsibilities: Customer must ensure it has legal bases and consents required for processing end-user personal data and must not provide special category data unless agreed and lawful.

13. Warranties; Disclaimers
13.1 Limited warranty: Vantoris warrants it will provide Services with reasonable skill and care and in material conformance with applicable documentation.
13.2 Disclaimer: Except as expressly stated, Services are provided "as is" and "as available." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VANTORIS DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. Limitation of Liability
14.1 Exclusions: Neither party is liable for indirect, incidental, consequential, special, exemplary or punitive damages, loss of profits, loss of business, or loss of reputation.
14.2 Cap: Vantoris' aggregate liability for direct damages arising out of or related to these Terms is limited to the amount of fees paid by Customer to Vantoris under the Order in the 12 months preceding the claim (or €5,000 if greater), except for liability arising from willful misconduct, gross negligence, death or personal injury, or where applicable law prohibits such limitation.
14.3 Allocation of risk: The parties acknowledge that these limitations are an agreed allocation of risk.

15. Indemnification
15.1 Customer indemnifies Vantoris against claims arising from Customer Data, Customer's breach of these Terms, misuse of Services, or violation of law.
15.2 Vantoris indemnifies Customer against claims that Vantoris-provided Services infringe third-party intellectual property, provided Customer (a) promptly notifies Vantoris, (b) allows Vantoris sole control of defense and settlement, and (c) provides reasonable assistance. Remedies may include replacement, modification, or refund of fees for the infringing part.

16. Subprocessors; Third-Party Services
16.1 Services may integrate third-party products, APIs, payment processors, or platforms. Use of third-party services by Customer is subject to those third parties’ terms.
16.2 Vantoris maintains a list of subprocessors and will update Customers of material changes per the DPA.

17. Force Majeure
17.1 Neither party is liable for failure or delay due to causes beyond reasonable control (force majeure). The affected party will notify the other and use reasonable efforts to resume performance.

18. Notices
18.1 Notices to Vantoris: support@vantorissystems.com (or such other address). Notices to Customer use the contact details in the Order. Notices are effective upon receipt.

19. Changes to Services and Terms
19.1 Vantoris may modify features or discontinue components of Services with notice. For material changes to these Terms, Vantoris will provide at least thirty (30) days’ notice; Customers may terminate the affected Services if materially adversely impacted by the change and within the notice period.
19.2 Use of Services after the change constitutes acceptance.

20. Assignment
20.1 Customer may not assign Orders without Vantoris' prior written consent. Vantoris may assign to an affiliate or purchaser of its business. Any assignment is subject to confidentiality and data protection obligations.

21. Severability; Waiver; Entire Agreement
21.1 If a court finds any provision invalid, the remaining provisions remain in force.
21.2 Failure to enforce a right is not a waiver.
21.3 These Terms, Orders, SOWs, the DPA and Privacy Policy constitute the entire agreement between the parties regarding Services.

22. Governing Law; Jurisdiction; Consumer Rights
22.1 Governing law: These Terms are governed by the laws of Belgium.
22.2 Jurisdiction: Except as provided below, the courts of Belgium (Brussels) have exclusive jurisdiction.
22.3 Consumer exception: If Customer is an individual consumer domiciled in the EU/EEA/UK, mandatory consumer protection laws apply and may entitle the consumer to bring proceedings in their local courts. Nothing in these Terms limits such statutory rights.

23. Contact and Supervisory Authority
23.1 For questions, legal notices, or data protection requests: support@vantorissystems.com.
23.2 Individuals in the EU may lodge complaints with their national data protection authority.

24. Acceptance
24.1 Customer accepts these Terms by (a) signing an Order, (b) checking an acceptance box during checkout, or (c) using the Services after receiving notice of these Terms.

END OF TERMS OF SERVICE