1. Introduction & Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Qorinx OÜ (Registry Code: 17422930), a private limited company registered under the laws of the Republic of Estonia, with its registered office at Sepapaja tn 6, Lasnamäe linnaosa, Tallinn, Harju maakond, 15551, Estonia ("Qorinx," "we," "us," or "our").

By accessing our website at qorinx.com, engaging our services, or signing a project proposal or statement of work, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

If you do not agree with any part of these Terms, you must not use our website or engage our services.

2. Definitions

For the purposes of these Terms, the following definitions apply:

"Client" means any individual, company, or legal entity that engages Qorinx for the provision of Services, whether through a signed proposal, statement of work, or other written agreement.

"Services" means the software development, consulting, integration, maintenance, and related professional services provided by Qorinx as described in the applicable proposal or statement of work.

"Deliverables" means all source code, documentation, designs, configurations, deployed applications, and other tangible outputs produced by Qorinx during the performance of Services.

"Project" means a discrete scope of work as defined in a mutually agreed-upon proposal or statement of work, including its timeline, milestones, deliverables, and fixed price.

"Proposal" means the written document issued by Qorinx that outlines the Project scope, deliverables, timeline, and fixed price for Client approval.

"Confidential Information" means all non-public information disclosed by either party to the other, whether orally, in writing, or electronically, including but not limited to business strategies, technical specifications, source code, customer data, pricing information, and trade secrets.

3. Services Offered

Qorinx is a software development agency that provides the following core services:

Rapid MVP Development. We design and build minimum viable products from concept to production-ready deployment. This includes full-stack development, database design, API development, user authentication, deployment infrastructure, and launch support.

AI Integration. We integrate artificial intelligence capabilities into existing products and platforms. This includes LLM integration, custom AI pipelines, intelligent automation, natural language processing, computer vision solutions, and AI-powered analytics.

Backend Rescue. We diagnose and resolve critical backend issues, including performance bottlenecks, architectural problems, security vulnerabilities, scaling challenges, and legacy system modernization. We deliver a comprehensive audit report with an actionable remediation plan.

Development Retainer. We provide ongoing, dedicated development capacity on a monthly retainer basis. This includes continued feature development, bug fixes, performance optimization, infrastructure management, and technical support.

The specific scope, deliverables, and timeline for each engagement are defined in the applicable Proposal or statement of work. In the event of a conflict between these Terms and a signed Proposal, the Proposal shall prevail with respect to the specific Project it governs.

4. Project Engagement Process

All projects follow a structured engagement process:

Step 1: Discovery. The engagement begins with a complimentary strategy call during which we discuss your project requirements, business objectives, technical constraints, and desired outcomes. This call is free of charge and carries no obligation.

Step 2: Proposal. Following the discovery call, we prepare a detailed Proposal that includes the project scope, technical approach, deliverables, milestones, timeline, and a fixed price. The Proposal is provided within five (5) business days of the discovery call.

Step 3: Acceptance. The Client reviews the Proposal and may request reasonable modifications. The Project commences only upon the Client's written acceptance of the Proposal (via email or electronic signature) and receipt of the initial payment milestone.

Step 4: Development. Qorinx executes the Project according to the agreed-upon scope and timeline. We work in iterative sprints and provide regular progress updates, including daily or weekly status reports and live demonstrations of completed functionality. The Client has access to the project repository and communication channels throughout the development phase.

Step 5: Delivery & Handoff. Upon completion, we deliver the production-ready Deliverables along with full source code, technical documentation, deployment instructions, and any necessary credentials. The Client receives complete ownership and control of all Deliverables.

5. Fixed Pricing & Payment Terms

Qorinx operates exclusively on a fixed-pricing model. We do not bill by the hour. The total price for each Project is agreed upon in advance and documented in the Proposal. The quoted price will not change unless the Client requests changes to the agreed scope, in which case a written change order must be mutually approved before any additional work is performed.

5.1 Payment Schedule for Fixed-Price Projects

Unless otherwise specified in the Proposal, payment for fixed-price Projects is structured as follows:

30% upon acceptance — Due upon signing the Proposal. This payment secures your place in our development schedule and allows us to begin work.

40% at midpoint — Due upon reaching the midpoint milestone as defined in the Proposal. The midpoint is typically marked by a live demonstration of core functionality.

30% upon delivery — Due upon final delivery and handoff of all Deliverables. Delivery is considered complete when all items outlined in the Proposal have been delivered and the Client has been provided with access to the source code and deployed application.

5.2 Payment Schedule for Development Retainers

Development Retainers are billed monthly in advance. The monthly retainer fee is due on the first business day of each month and covers the agreed-upon scope of work for that month. Retainer agreements require a minimum commitment of three (3) months and may be terminated by either party with thirty (30) days' written notice after the initial commitment period.

5.3 Payment Methods & Late Payment

All invoices are issued in EUR and are payable within fourteen (14) calendar days of the invoice date, unless otherwise agreed in writing. Accepted payment methods include bank transfer (SEPA), credit card, and other methods as specified on the invoice. Late payments are subject to interest at the rate of 0.05% per day on the outstanding amount, in accordance with Estonian law. Qorinx reserves the right to suspend work on any Project for which payment is overdue by more than fourteen (14) days.

6. Intellectual Property & Code Ownership

The Client owns 100% of all Deliverables from day one. This is a core principle of how Qorinx operates and is non-negotiable.

6.1 Assignment of Rights

Upon receipt of each payment milestone, all intellectual property rights in the Deliverables produced up to that point are automatically and irrevocably assigned to the Client. This includes all source code, documentation, designs, configurations, and any other work product created specifically for the Client's Project. There is no vendor lock-in. The Client is free to modify, extend, distribute, or transfer the Deliverables without restriction.

6.2 Source Code Handover

The Client receives full access to the source code repository from the start of the Project. Upon final delivery, the Client receives a complete handover package that includes all source code, environment configurations, deployment scripts, database schemas, API documentation, and any other materials necessary to independently operate, maintain, and further develop the software.

6.3 Pre-Existing and Third-Party Materials

Qorinx retains ownership of any pre-existing tools, libraries, frameworks, or methodologies that were developed independently of the Client's Project ("Pre-Existing IP"). Where Pre-Existing IP is incorporated into Deliverables, the Client is granted a perpetual, royalty-free, non-exclusive license to use, modify, and distribute such Pre-Existing IP as part of the Deliverables. All third-party open-source components used in the Project are subject to their respective open-source licenses, which will be documented and disclosed to the Client.

7. Confidentiality & NDA

Both parties agree to maintain strict confidentiality with respect to all Confidential Information received from the other party during the course of the engagement. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or regulation.

Qorinx is prepared to execute a separate Non-Disclosure Agreement (NDA) upon the Client's request, at no additional cost, prior to the commencement of any discussions or work. Our standard NDA provides mutual protection and is available for review upon request.

The confidentiality obligations under this section survive the termination or expiration of these Terms for a period of three (3) years. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

8. Client Responsibilities

The successful delivery of any Project depends on active collaboration between Qorinx and the Client. The Client agrees to the following responsibilities:

Timely Feedback. The Client shall provide feedback on deliverables, designs, and progress updates within the timeframes specified in the Proposal (typically within three (3) business days). Delays in Client feedback may result in corresponding delays to the project timeline.

Access & Credentials. The Client shall provide all necessary access to existing systems, APIs, hosting environments, third-party services, and any other resources required for the Project in a timely manner.

Content & Materials. The Client shall provide all content, copy, images, branding assets, and other materials required for the Project as outlined in the Proposal. The Client warrants that they hold all necessary rights and licenses for any materials provided to Qorinx.

Designated Point of Contact. The Client shall designate a single point of contact with decision-making authority for the Project. This person will be responsible for approving deliverables, providing feedback, and communicating any changes in requirements.

Scope Discipline. The Client acknowledges that changes to the agreed scope may affect the project timeline and price. Any scope changes must be documented in a written change order and mutually agreed upon before work proceeds.

9. Warranty & Post-Launch Support

9.1 Bug Fix Warranty

For Rapid MVP and other fixed-price Projects, Qorinx provides a thirty (30) day bug fix warranty commencing on the date of final delivery. During this warranty period, we will fix, at no additional charge, any software defects that: (a) are reproducible; (b) relate to functionality described in the Proposal; and (c) are not caused by modifications made by the Client or third parties after delivery.

9.2 Scope of Warranty

The warranty covers defects in the software as delivered. It does not cover: new feature requests; issues caused by third-party services, hosting providers, or infrastructure outside Qorinx's control; bugs introduced by modifications made by the Client or parties other than Qorinx; or issues arising from the Client's failure to use the software as documented.

9.3 Ongoing Support

After the warranty period expires, continued support, maintenance, and further development are available through a Development Retainer agreement or on a per-project basis at mutually agreed terms.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Qorinx's total aggregate liability under or in connection with these Terms, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees actually paid by the Client to Qorinx under the specific Project giving rise to the claim.

In no event shall Qorinx be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, or business interruption, even if Qorinx has been advised of the possibility of such damages.

Nothing in these Terms shall exclude or limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

11. Termination

11.1 Termination by Client

The Client may terminate a Project at any time by providing written notice to Qorinx. Upon termination by the Client: (a) the Client shall pay for all work completed up to the date of termination, including the current milestone if work on that milestone has commenced; (b) Qorinx shall deliver all Deliverables completed up to the date of termination, including source code and documentation; and (c) any prepaid fees for work not yet performed shall be refunded within thirty (30) days.

11.2 Termination by Qorinx

Qorinx may terminate a Project if: (a) the Client fails to make a payment within thirty (30) days of the due date after receiving a written reminder; (b) the Client materially breaches these Terms and fails to cure such breach within fourteen (14) days of receiving written notice; or (c) the Client becomes insolvent, enters liquidation, or has a receiver or administrator appointed. Upon termination by Qorinx, all completed Deliverables shall be delivered to the Client, and any prepaid fees for work not yet performed shall be refunded.

11.3 Survival

The following sections shall survive termination or expiration of these Terms: Intellectual Property & Code Ownership (Section 6), Confidentiality & NDA (Section 7), Limitation of Liability (Section 10), and Dispute Resolution (Section 12).

12. Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of laws provisions.

12.2 Amicable Resolution

In the event of any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, the parties shall first attempt to resolve the matter amicably through good-faith negotiation for a period of thirty (30) days from the date one party notifies the other in writing of the dispute.

12.3 Jurisdiction

If the dispute cannot be resolved through negotiation, it shall be submitted to the exclusive jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn, Estonia. Both parties irrevocably consent to the jurisdiction and venue of the courts of Estonia for the purposes of any proceedings arising out of or related to these Terms.

13. Changes to Terms

Qorinx reserves the right to update or modify these Terms at any time. When we make changes, we will update the "Last Updated" date at the top of this page and publish the revised Terms on our website at qorinx.com.

For existing Clients with active Projects, material changes to these Terms will be communicated via email at least thirty (30) days before they take effect. Changes will not apply retroactively to Projects already governed by a signed Proposal, unless both parties agree in writing.

Your continued use of our website or Services after any modifications to the Terms constitutes your acceptance of the revised Terms.

14. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:

Qorinx OÜ

Registry Code: 17422930

Address: Sepapaja tn 6, Lasnamäe linnaosa, Tallinn, Harju maakond, 15551, Estonia

Email: [email protected]

Website: qorinx.com

These Terms of Service were last updated on February 6, 2026.