Terms of Service

1. Preamble & Acceptance

By engaging with A-xiom.online for services, including but not limited to AI-assisted software development ("Vibe Coding"), digital prototyping, and workflow automation, the Client agrees to be bound by these Terms of Service. These terms constitute a binding legal agreement governing the commercial relationship between the Provider and the Client.

2. Nature of Services ("Vibe Coding")

Axiom specializes in "Vibe Coding"—a proprietary methodology utilizing advanced Large Language Models (LLMs) and human-in-the-loop oversight to rapidly generate, test, and deploy software solutions.

• 2.1. Methodology: The Client acknowledges that services are delivered via high-velocity iterative cycles. Deliverables are generated partially or wholly through Artificial Intelligence under expert supervision.
• 2.2. Iterative Process: The Client accepts that the "Vibe" (the intended outcome) is achieved through prompt refinement and rapid prototyping.
• 2.3. Accuracy: While Axiom ensures rigorous testing, the Client acknowledges the experimental nature of generative technology and agrees to participate in the review of outputs.

3. Fees, Billing & Indexation

3.1. Payment Structure

Services are billed according to the specific Project Quote or Retainer Agreement signed by the Client. Invoices are due within 14 calendar days of receipt unless otherwise specified.

3.2. Annual Price Indexation (Hybrid & Cap)

Fees and retainer rates are subject to an annual adjustment on January 1st to reflect changes in the cost of labor and technology.

• Indexation Basis: The adjustment shall be calculated based on the evolution of the Agoria Digital Index (reference 200 - CP 200), which reflects the specific cost structure of the digital sector in Belgium.
• Hybrid Cap: Notwithstanding the result of the Agoria formula, Axiom guarantees that the annual increase shall not exceed 5% (the "Cap") of the base rate from the preceding year, unless mutually agreed otherwise in writing.
• Discretion: Axiom reserves the right to apply an increase lower than the Index or the Cap (or no increase at all) at its sole discretion.
• Notice: Axiom will notify the Client of any applied indexation at least 30 days prior to the effective date.

3.3. Payment Default & Recovery

In the event of a failed payment due to card cancellation, expiration, insufficient funds, or any other reason:

• (a) Immediate Suspension: Access to the hosted application and all related services shall be suspended immediately upon payment failure notification.
• (b) Recovery Invoice: Axiom shall issue a separate invoice for the outstanding amount. Payment is due within seven (7) calendar days.
• (c) Administrative Fee: A €25 administrative fee shall be added to the recovery invoice to cover the costs of payment recovery and service restoration.
• (d) Service Restoration: Upon receipt of the full recovery invoice amount (outstanding balance + €25 administrative fee), services shall be restored within two (2) business days.
• (e) Persistent Default: If payment is not received within fourteen (14) calendar days of the initial failure, the subscription shall be deemed terminated by Client abandonment. The domain handling provisions of Section 9.5 shall apply. Any outstanding amounts remain due and may be referred to a collection agency.
• (f) Repeated Defaults: If a Client experiences more than two (2) payment failures within any twelve-month period, Axiom reserves the right to require annual prepayment or terminate the agreement with immediate effect.

3.4. Indexation Acceptance & Refusal

Upon receipt of an indexation notice:

• (a) Notification: Axiom shall provide two (2) notifications: an initial announcement at least thirty (30) days prior to the effective date, and a reminder seven (7) days before the acceptance deadline.
• (b) Automatic Acceptance: Unless the Client provides written objection within fourteen (14) calendar days of receiving the indexation notice, the Client shall be deemed to have accepted the adjusted pricing. The new rates shall apply automatically from the stated effective date.
• (c) Continued Subscription Without New Agreement: If the Client does not sign a new subscription agreement at the indexed rate but also does not formally object within the fourteen (14) day period, the following shall apply:
  • The subscription shall continue at the previous rate.
  • The indexation difference shall be invoiced separately on an annual basis as a lump sum.
  • The Client shall remain liable for the full indexed amount.
  • The standard Cancellation Notice Period of ninety (90) days per Section 9.4 shall apply.
• (d) Expedited Exit Option (7 Days): Clients who formally object to the indexation in writing within the fourteen (14) day notice period may request expedited termination with seven (7) days' notice, provided:
  • All amounts due (including prorated indexed rate through termination date) are paid in full.
  • The domain handling provisions of Section 9.5 are followed.
  • The objection was submitted within the fourteen (14) day window.
  • The Client signs the formal termination acceptance form.
• (e) Loss of Expedited Exit: This expedited exit option is not available to Clients who:
  • Failed to respond within the fourteen (14) day period.
  • Continued using services without signing the new agreement.
  • Are invoiced separately for the indexation difference.
  Such Clients are bound by the standard ninety (90) day Cancellation Notice Period.
• (f) Data Provision on Expedited Exit: Upon exercising the expedited exit option:
  • The Client has seven (7) days to retrieve visual content (screenshots, etc.).
  • Axiom shall provide a database export (CSV format) of all Client-owned data.
  • All code, designs, and visual assets remain Axiom property per Section 4.
• (g) No Retroactive Indexation: Indexation applies only to future billing periods. The Client shall not be charged retroactive adjustments for periods already invoiced prior to the indexation notice.

4. Intellectual Property (IP) Rights

4.1. Provider Ownership (Code & Applications)

Axiom retains ownership of the source code, compiled applications, architecture, and technical implementations in the ordinary managed subscription. Paying subscription fees grants access to the hosted service during the subscription; it does not transfer the source code. Any rights to deploy or operate the code independently require a separate written agreement. See Section 4.4 for an optional buyout.

4.2. Client Ownership (Data & Content)

The Client retains full ownership of all data, database content, user information, business content, and any materials provided to Axiom for processing. This includes all data generated by users of the deployed solution.

4.3. Background IP & Methodology

Axiom retains full ownership of its proprietary "Vibe Coding" Methodology, including but not limited to: specific prompt engineering libraries and chains, underlying AI workflow architectures, and pre-existing frameworks and tools used to generate the deliverables.

4.4. Optional Source-Code Buyout

On written request Axiom may offer to transfer rights in identified project-specific code through a separately signed agreement defining the rights, deliverables, exclusions and price. No code ownership transfers automatically. The offer is calculated using recorded billable hours for each contributor at the applicable role rate, including professional or student contributors as relevant. Before charging for a detailed valuation, Axiom will disclose its rate and estimated effort and obtain the Client's approval. Axiom's pre-existing tools and third-party/open-source components are excluded from any transfer and remain subject to their licences. A buyout does not include hosting, ongoing development or maintenance unless separately agreed. The Client's ownership of data under Section 4.2 does not depend on a buyout.

5. Third-Party Costs & Exclusions

The following costs and services are expressly excluded from Axiom's services and are the sole responsibility of the Client:

• Domain name registration, renewal, and transfer fees
• External hosting and infrastructure costs (unless explicitly included in the agreement)
• Third-party API subscriptions and usage fees
• SSL certificates and security services
• Email service providers and marketing platforms
• Any other third-party services not explicitly stated in the Project Quote

Axiom may provide recommendations for these services but bears no responsibility for their procurement, payment, or maintenance.

6. Client Obligations & Responsibility Clarification

6.1. Client Obligations

To ensure the success of the Vibe Coding process, the Client agrees to:

• Provide clear, natural-language descriptions of desired outcomes (the "Vibe").
• Conduct timely reviews of prototypes (typically within 48 hours).
• Ensure they hold necessary rights to any data, assets, or content provided to Axiom for processing.
• Provide access credentials and necessary permissions for integrations in a timely manner.

6.2. Responsibility Clarification

To avoid disputes, the following situations are expressly the responsibility of the respective party:

7. Confidentiality

Both parties agree to treat all non-public information—including business logic, trade secrets, user data, and proprietary prompts—as strictly confidential. This obligation survives the termination of this Agreement for a period of five (5) years.

8. Limitation of Liability

• 8.1. Generative Limitations: Axiom is not liable for minor non-critical errors inherent to LLM generation that do not materially affect the core functionality or security of the deliverable.
• 8.2. Liability Cap: To the maximum extent permitted by Belgian law, Axiom's total liability under this Agreement shall not exceed the total amount paid by the Client to Axiom in the six (6) months preceding the claim.

9. Term & Termination

9.1. Trial Period

Upon website handover, the Client enters a one (1) month Trial Period. The Trial Period is intended exclusively for Client review of the delivered website and may be used to request fixes, adjustments, or modifications to the existing build. The Trial Period does not include the development of new features or functionality beyond the originally agreed scope.

9.2. New Feature Requests During Trial

Should the Client request new features or functionality beyond the originally agreed scope during the Trial Period, such request shall constitute immediate acceptance of a six (6) month subscription commitment. In such cases:

• The Trial Period ends immediately upon submission of the feature request.
• The first month of the subscription remains free (the original Trial month).
• Standard billing commences from Month 2.
• The Client forfeits the right to terminate during the initial six-month period.

9.3. Client Responsiveness

The Client shall respond to review requests and feedback queries within ten (10) business days. Failure to respond shall result in work being paused without affecting Axiom's delivery obligations or project timeline. Non-response for thirty (30) consecutive days shall constitute abandonment of the project, triggering immediate termination and the domain handling provisions set forth in Section 9.5.

9.4. Termination for Convenience

Either party may terminate the agreement with ninety (90) days' written notice (the "Cancellation Notice Period").

• (a) Effective Date: The notice period commences on the date the cancellation request was sent by the Client, as evidenced by platform submission timestamp or email send date. Axiom's acknowledgement serves as confirmation of receipt and does not affect the commencement date.
• (b) Notice Method: Cancellation requests must be submitted via the Client Portal (preferred) or by email to billing@a-xiom.online. Verbal requests are not accepted.
• (c) Acknowledgement: Axiom shall acknowledge receipt within five (5) business days. This acknowledgement confirms the cancellation effective date and calculates the notice period end date.
• (d) Billing Cycle Alignment: As subscriptions are billed monthly in advance, the notice period shall be calculated from the first day of the next billing cycle following the cancellation request date. Partial months are not refundable.
• (e) Continued Service: The Client shall remain liable for all subscription fees at the current rate for the full duration of the Cancellation Notice Period. Services shall continue uninterrupted during this period.
• (f) Early Termination: Termination without serving the full Cancellation Notice Period requires payment of all fees that would have been due during the notice period.

9.4.1. Trial Period Termination

During the Trial Period as defined in Section 9.1, either party may terminate the agreement immediately without serving the standard Cancellation Notice Period.

• (a) Immediate Effect: Upon trial termination, all services shall cease immediately. Hosted websites and applications shall be taken offline without delay.
• (b) No Grace Period: The Client acknowledges that trial termination results in immediate loss of access to all hosted services. It is the Client's responsibility to maintain their own backups of any content they wish to retain.
• (c) No Refunds: Trial period services are provided at a promotional rate; no refunds shall be issued for unused trial days.
• (d) Domain Handling: The domain provisions of Section 9.5 remain in full effect.
• (e) Deliverables: Upon trial termination, the Client forfeits access to all work product and deliverables unless separately agreed in writing. Database content owned by the Client (per Section 4.2) may be provided in CSV format upon request and payment of the €25 administrative fee.

9.5. Domain Handling on Termination

Upon termination, the following provisions shall apply regarding domain names:

Maintenance after a source-code buyout

A separate written maintenance agreement may be offered after a buyout, with work billed at agreed hourly rates. Changes made by the Client or a third party without Axiom's prior written approval may require a documented impact review. If those changes prevent reliable maintenance, Axiom may revise the affected scope or fees, or suspend or end the affected services under the notice and cure provisions of the maintenance agreement and mandatory law. Such changes do not undo agreed code-purchase rights or Client Data ownership.

10. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Belgium. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of West Flanders (division Kortrijk/Bruges).