Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the website at vortixglobaldynamics.com and, where expressly incorporated, the professional services provided by Vortix Global Dynamics LLC (“Vortix”, “we”, “us” or “our”). Please read them carefully.

1. Agreement to these terms

By accessing this website, submitting an inquiry through it, or engaging Vortix to perform services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity. If you do not agree, do not use this website or our services.

Our services are offered to businesses and to individuals acting in a professional capacity. They are not directed at consumers, and you must be at least 18 years old to use them.

2. Services & scope

Vortix provides cloud infrastructure consulting, platform and reliability engineering, migration delivery and ongoing operational support. The specific services, deliverables, timeline, staffing and fees for any engagement are defined in a separate written statement of work or master services agreement (each, an “Engagement Agreement”) signed by both parties.

Nothing on this website constitutes an offer to contract, a guarantee of availability, or a commitment to any particular outcome. Where these Terms conflict with an executed Engagement Agreement, the Engagement Agreement prevails in respect of the services it covers.

Metrics, availability figures, response targets, architecture diagrams and technology references shown on this website are illustrative of our practice and do not create a service level commitment. Service levels apply only where set out in an executed Engagement Agreement.

3. Client obligations

To enable us to perform, you agree to:

• Provide accurate, complete and current information, including a valid business email address and telephone number, and to keep them updated.
• Grant the access, credentials and environment permissions reasonably required, using least-privilege, time-limited credentials wherever your systems support them.
• Designate a technical point of contact empowered to make decisions and to respond within agreed timeframes.
• Maintain your own backups and business continuity arrangements, and hold all licences and third-party cloud accounts necessary for the work.
• Obtain any consents or authorisations required before granting us access to systems containing personal data of third parties.

Delay or failure in meeting these obligations may affect timelines and cost, and we are not liable for consequences arising from it.

4. Fees & payment

Fees, rates, currency and billing frequency are set out in the applicable Engagement Agreement. Unless stated otherwise there: invoices are payable within 30 days of issue; amounts are exclusive of sales, use, VAT and similar taxes, which you are responsible for; reasonable pre-approved expenses are billed at cost; and undisputed sums outstanding beyond 30 days may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.

You must notify us of any good-faith dispute over an invoice within 15 days of receipt, with reasonable detail. We may suspend services on 10 business days’ written notice where undisputed amounts remain unpaid.

5. Intellectual property

5.1 Our materials

This website and all content on it — including text, layout, graphics, the Vortix name and logo, diagrams and source code — are owned by Vortix Global Dynamics LLC or its licensors and are protected by copyright, trademark and other intellectual property laws. You may view and print pages for your own internal business evaluation. You may not otherwise copy, republish, frame, scrape, resell or create derivative works from this website without our prior written consent.

5.2 Deliverables

Subject to full payment of all sums due, you receive ownership of the bespoke deliverables created specifically for you under an Engagement Agreement, such as infrastructure code, configuration and written documentation, except to the extent they incorporate Background IP.

5.3 Background IP

We retain all rights in our pre-existing and generally applicable materials — internal frameworks, reusable modules, templates, tooling, methodologies and know-how (“Background IP”) — including any improvements to them. We grant you a perpetual, non-exclusive, worldwide, royalty-free licence to use Background IP embedded in your deliverables to the extent necessary to operate and maintain those deliverables.

5.4 Third-party and open-source components

Deliverables may incorporate third-party or open-source components licensed under their own terms, which will be identified to you. Your use of those components is governed by their respective licences.

6. Confidentiality

Each party may receive non-public information of the other. The receiving party will protect it with at least the care it applies to its own confidential information (and no less than reasonable care), use it only to perform under these Terms or an Engagement Agreement, and limit access to personnel and advisers with a need to know who are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is received from a third party without restriction, or is independently developed. Disclosure compelled by law is permitted where the receiving party gives prompt notice, to the extent legally allowed, so the disclosing party may seek protective relief. Confidentiality survives for five years after the end of the engagement, and indefinitely for trade secrets.

7. Communications & messaging terms

This section governs electronic communications between Vortix and you, including SMS and MMS text messages. It applies in addition to our Mobile Communications & SMS Privacy Policy.

7.1 Purpose of the messaging programme

Vortix Global Dynamics LLC operates a transactional business messaging programme. If you opt in, the messages you may receive are limited to:

• Transactional account and engagement updates, such as scheduling and status confirmations.
• Infrastructure incident notifications, including severity alerts, escalation notices, maintenance windows and restoration confirmations.
• Direct business-to-business client support communications and replies from our support team.

We do not send marketing or promotional text messages. Message frequency varies based on your support requests and the operational status of your infrastructure; there is no fixed recurring schedule.

7.2 Consent

We send messages only to mobile numbers for which we hold express written consent, obtained through the consent checkbox on the consultation form of this website. That checkbox is unchecked by default and must be selected affirmatively. Consent is not a condition of purchase of any product or service, and declining it does not affect the services available to you. Consent is personal to the number provided; you must not opt in a number you do not control, and you must tell us if a number ceases to be yours.

7.3 Opting out — STOP

You may cancel messages at any time by replying STOP to any message you receive from us. After you send STOP, we will send a single confirmation message and then no further messages will be sent to that number. We also honour the standard opt-out keywords END, CANCEL, UNSUBSCRIBE and QUIT. You may alternatively opt out by emailing contact@vortixglobaldynamics.com or calling +1 (329) 206-3768. Opting out of SMS does not withdraw you from email communications necessary to deliver contracted services, and does not terminate any Engagement Agreement.

7.4 Assistance — HELP

For help at any time, reply HELP to any message from us and you will receive our contact details. You can also reach us by email at contact@vortixglobaldynamics.com, which is monitored for both support and general enquiries, or by telephone on +1 (329) 206-3768 during Monday – Friday, 09:00 – 18:00 Mountain Time. Contracted incident response is staffed 24 / 7 / 365 for contracted incident response.

7.5 Costs

Standard message and data rates may apply. Any charges are billed by your mobile carrier under your own plan and are your responsibility. Vortix does not charge a fee for participating in the messaging programme.

7.6 Carrier disclaimer and delivery

Wireless carriers are not liable for delayed or undelivered messages. Delivery is subject to effective transmission by your mobile carrier and to network conditions outside our control, and is not guaranteed. Message delivery may be affected by coverage, device configuration, carrier filtering and roaming. Supported carriers may change without notice.

Because delivery cannot be guaranteed, SMS must not be relied upon as a sole channel for time-critical notifications. Incident notifications are also delivered by email and, for retained support clients, through the escalation path defined in the engagement runbook.

7.7 Email and telephone

By providing a business email address you consent to receive service-related email communications from us, including inquiry responses, proposals, invoices and incident notifications. These are transactional and necessary to the business relationship; they are not marketing email and are not subject to a marketing opt-out, though you may end the relationship under Section 12. Calls to and from our office line may be recorded for quality and training where permitted by law and where the parties have been notified.

8. Acceptable use

When using this website or our services, you must not:

• Attempt to gain unauthorised access to any system, account or network.
• Probe, scan or test the vulnerability of our infrastructure without our prior written authorisation.
• Interfere with or disrupt the integrity or performance of the website or its data.
• Submit false, misleading or impersonating information through any form, or submit a telephone number you are not authorised to use.
• Use automated systems to scrape, harvest or overload the website.
• Use our services to violate any applicable law or the rights of any third party.

We may suspend or terminate access for any breach of this section, and may report unlawful activity to the relevant authorities.

9. Warranties & disclaimers

We warrant that services will be performed in a professional and workmanlike manner by suitably skilled personnel, consistent with generally accepted industry standards. Your exclusive remedy for breach of this warranty is re-performance of the deficient services, provided you notify us in writing within 30 days of delivery.

Except as expressly stated in these Terms or an Engagement Agreement, this website and all services are provided “as is” and “as available”, without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the website will be uninterrupted or error-free, that defects will be corrected, or that any particular business, security or performance outcome will be achieved.

10. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business opportunity, loss of goodwill, or loss or corruption of data, arising out of or relating to these Terms or any services, whether in contract, tort (including negligence), strict liability or otherwise, and regardless of whether the party was advised of the possibility of such damages.

Each party’s total aggregate liability arising out of or relating to these Terms and any Engagement Agreement will not exceed the total fees actually paid by you to Vortix under the applicable Engagement Agreement in the twelve months immediately preceding the event giving rise to the claim. Where no fees have been paid, our aggregate liability will not exceed one hundred United States dollars (USD 100).

These limitations do not apply to a party’s indemnification obligations under Section 11, breach of confidentiality under Section 6, your obligation to pay fees due, or to liability that cannot lawfully be excluded, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence. The limitations apply even if a limited remedy fails of its essential purpose, and reflect an agreed allocation of risk that is reflected in our pricing.

11. Indemnification

You will defend, indemnify and hold harmless Vortix, its officers, employees and contractors from and against any third-party claim, and any resulting loss, liability, damage, cost and reasonable legal fee, arising out of: (a) your breach of these Terms or an Engagement Agreement; (b) content, data or credentials you supply to us; (c) your use of deliverables in a manner not contemplated by the Engagement Agreement or in violation of law; or (d) your violation of the rights of a third party, including any claim that a number opted in to our messaging programme was submitted without the authority of its subscriber.

We will defend, indemnify and hold you harmless against a third-party claim alleging that a deliverable created by us infringes that party’s United States intellectual property rights, excluding claims arising from your modifications, from combination with materials not supplied by us, or from your continued use after we provide a non-infringing alternative.

Indemnification is conditional on the indemnified party giving prompt written notice, granting sole control of the defence, and providing reasonable cooperation at the indemnifying party’s expense. No settlement admitting liability may be entered without the indemnified party’s written consent.

12. Term & termination

These Terms apply for as long as you use this website. Engagement terms and notice periods are governed by the applicable Engagement Agreement. Either party may terminate an engagement for material breach that remains uncured 30 days after written notice, or immediately on the other’s insolvency, receivership or assignment for the benefit of creditors.

On termination you must pay for all services performed and expenses incurred up to the effective date. We will, on request within 30 days, provide reasonable transition assistance at our then-current rates and return or securely destroy your confidential information. Sections 5, 6, 7.3, 9, 10, 11, 14 and 15 survive termination.

13. Data protection

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. Where we process personal data on your behalf in the course of an engagement, we do so as a processor under the data processing terms in the Engagement Agreement, on your documented instructions, and subject to the confidentiality and security obligations set out there.

14. Governing law & disputes

These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through escalation to senior representatives for a period of 30 days from written notice of the dispute. If unresolved, the state and federal courts located in Sheridan County, Wyoming will have exclusive jurisdiction, and each party irrevocably submits to that jurisdiction and waives any objection based on venue or forum non conveniens. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Each party waives any right to a trial by jury and to participate in a class, collective or representative action in respect of any dispute arising under these Terms. Any claim must be brought within one year after the cause of action accrues, or it is permanently barred, except where a longer period is required by law.

15. General provisions

• Entire agreement. These Terms, the Privacy Policy and any executed Engagement Agreement are the entire agreement between the parties on their subject matter and supersede all prior discussions and proposals.
• Amendment. We may update these Terms; the “Last updated” date records the current version, and continued use after a change constitutes acceptance. Material changes affecting active engagements will be notified in writing.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in full force.
• No waiver. Failure to enforce a provision is not a waiver of the right to do so later.
• Assignment. You may not assign these Terms without our written consent, not to be unreasonably withheld. Either party may assign to a successor in a merger or sale of substantially all assets.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labour disputes, governmental action, cloud provider or carrier outage, or widespread internet or power failure. Payment obligations are not excused.
• No third-party beneficiaries. These Terms confer no rights on any person who is not a party to them.
• Notices. Legal notices to Vortix must be sent to contact@vortixglobaldynamics.com and by post to Vortix Global Dynamics LLC, 30 N Gould St, Ste N, Sheridan, WY 82801 US. Notices to you are sent to the email address on your account.
• Export and sanctions. You represent that you are not located in, or acting on behalf of a party in, a jurisdiction subject to comprehensive United States sanctions, and that you are not on any restricted party list.

Questions about these Terms should be directed to contact@vortixglobaldynamics.com or +1 (329) 206-3768.