VERTEXIA

VERTEXIA B2B TERMS & CONDITIONS

Document ID: VERTEXIA-B2B-TC-v1.2 Status: Frozen for first publication Version: 1.2 Effective date: From the first public publication of this version by Vertexia, as recorded in the legal release registry. Document frozen on: 17 October 2026

1. About these Terms

These B2B Terms & Conditions (“Terms”) govern purchases of digital products offered under the Vertexia commercial name by the business operator identified in Section 2 (“Vertexia”, “we”, “us” or “our”).

These Terms apply exclusively to customers purchasing for purposes relating to their trade, business, craft or profession.

They do not constitute a consumer sales offer.

For each Product, these Terms operate together with the product-specific Commercial License identified during the purchase process.

2. Seller identity

Legal operator: Mimoun Mouhajir — sole proprietor / natural-person enterprise Commercial name: Vertexia Business address: Avenue du Scheutbosch 27, Box 2, 1080 Molenbeek-Saint-Jean, Belgium Belgian enterprise number: 1042.698.035 VAT number: BE1042.698.035 Business email: contact@vertexia.be Telephone: +32 492 21 06 70 The completed and current business information will also be available in the Vertexia Legal Notice.

No paid commercial checkout may be activated while mandatory identification information remains incomplete.

3. Definitions

“Customer” means the business, organisation, sole trader, independent professional or other person acting for purposes relating to a trade, business, craft or profession and purchasing a Product.

“Licensee” means the business or professional party identified during checkout as the holder of the applicable Product licence.

“Product” means a digital product, software package, source-code framework, template, module, documentation package or related digital asset offered by Vertexia.

“Product Page” means the Vertexia webpage describing the relevant Product and commercial offer.

“Commercial License” means the product-specific Vertexia licence identified during checkout and applicable to the purchased Product.

“End Client Notice” means the product-specific limited-use notice incorporated into the applicable Commercial License.

“Managed Payments” means the Stripe Managed Payments service provided under the applicable terms by Sold through Link, LLC, together with the Stripe services involved in the transaction.

“Business Day” means Monday to Friday, excluding Belgian statutory public holidays, determined in the Europe/Brussels time zone.

“Order & License Confirmation” means the post-purchase Vertexia record identifying the Product, Licensee and contractual versions applicable to the completed purchase.

4. Business customers only

Vertexia Products offered under these Terms are intended exclusively for professional or business use.

By completing the applicable checkout, the purchaser represents that:

  1. the purchase is made for purposes relating to a trade, business, craft or profession;
  2. the purchaser is not acquiring the Product primarily for private or household purposes; and
  3. where the purchaser acts for a company, organisation or other business, the purchaser has authority to bind that party.

A VAT number is not, by itself, the sole criterion used to determine professional status.

Vertexia does not invite purchasers to provide fictitious business information or falsely represent themselves as professional customers.

If, notwithstanding the B2B-only nature of the offer, a purchaser qualifies as a consumer under mandatory applicable law, nothing in these Terms excludes rights that cannot legally be excluded.

5. Contractual documents

The Product Page provides pre-contractual commercial information concerning the Product.

A purchase governed by these Terms consists of:

a. these Vertexia B2B Terms & Conditions; and
b. the Commercial License identified for the Product at the time of purchase.

For Urbia A2, the applicable Commercial License is available at /legal/urbia-a2-license.

Where the applicable Commercial License incorporates an End Client Notice, that End Client Notice forms part of the Commercial License without requiring separate acceptance during the original Vertexia checkout.

The Privacy Policy, Cookie Policy and Legal Notice provide legal and informational disclosures and are not separate contractual consent instruments.

The material order-specific terms applicable to a completed purchase, including the Product, edition, licence type, price and currency, and any expressly included support or maintenance entitlement, are recorded or reproducibly identified in the Order & License Confirmation.

A mutable Product Page is not the sole evidence of the terms applicable to a completed order.

In the event of a conflict concerning licence scope or permitted Product use, the applicable Commercial License prevails over these general Terms.

General purchasing, payment and transaction matters remain governed by these Terms, mandatory law and the applicable Managed Payments framework.

6. Contract version applicable to a purchase

Each contractual release used by Vertexia is assigned an identifiable version.

The version displayed and associated with the checkout when the Customer completes the purchase applies.

Vertexia preserves an internal record identifying the applicable versions.

A later update does not automatically replace the version governing an earlier completed purchase.

Changes do not retrospectively alter an existing licence unless:

7. Checkout and affirmative acceptance

Before completing payment, the purchaser must affirmatively accept the contractual terms through the checkout.

The intended acceptance statement is substantially equivalent to:

“I confirm that I am purchasing in a professional capacity for my trade, business, craft or profession, not as a consumer, and I agree to the Vertexia B2B Terms & Conditions, including the Urbia A2 Commercial License applicable to this purchase.”

The acceptance control must not be pre-selected.

Payment cannot complete without the required affirmative acceptance.

Where Stripe Checkout is used, Vertexia may rely on the acceptance state recorded by Stripe together with Vertexia's own order and contract records.

8. Formation of the Product contract

The Product contract becomes effective when the purchaser has completed the required contractual acceptance and the applicable transaction has been successfully confirmed through Managed Payments by authoritative server-side payment information.

For payment methods with delayed confirmation, Product access may remain pending until successful payment is confirmed.

Fulfilment is the performance of the confirmed Product contract and is not an additional discretionary condition to contract formation.

A browser success page does not, by itself, constitute authoritative payment confirmation.

Failure of a confirmation email to arrive does not invalidate an otherwise properly completed purchase.

9. Product description

The Product supplied is the edition, release and licence type identified for the applicable purchase and recorded in the Order & License Confirmation.

Purchase of a Product is a licence to use that Product under the applicable Commercial License, not a transfer of intellectual-property ownership unless expressly stated otherwise.

Screenshots, demonstrations and marketing materials may illustrate Product configurations but do not create functionality, integrations or services that are not expressly included in the purchased offer.

10. Price

The applicable price is the price displayed for confirmation at checkout.

Unless expressly stated otherwise, the Urbia A2 Commercial License is a one-time purchase and does not create a recurring subscription.

Vertexia may change prices for future purchases.

A later price change does not retrospectively alter the amount applicable to an earlier completed purchase.

Promotional or introductory pricing does not create a right to the same price for future purchases, editions or upgrades.

11. Stripe Managed Payments

For eligible Managed Payments transactions, Sold through Link, LLC acts as Merchant of Record and is not the seller of record. Vertexia remains the Seller of the Product.

For Managed Payments transactions:

Where Managed Payments requires Customer-facing terms, disclosures or links issued by Stripe, Link or an applicable affiliate, the current required references must be presented or made available in the LIVE checkout environment in accordance with the then-applicable Managed Payments requirements.

Such external transaction-level terms do not replace the Vertexia B2B Terms or applicable Product Commercial License.

12. Payment processing

Payment methods are determined through the applicable Managed Payments environment.

Vertexia does not receive or store full payment-card credentials merely because a purchase is made through Managed Payments.

A transaction may be declined, cancelled, delayed, reversed or refunded by the payment or Managed Payments infrastructure where permitted under the applicable framework.

Vertexia is not required to provide Product access for an unconfirmed or failed payment.

13. Taxes

Managed Payments may determine, calculate, collect, report and remit applicable indirect taxes within the scope of its responsibilities and supported jurisdictions.

This does not mean that Managed Payments eliminates every tax, accounting or reporting obligation that may apply to Vertexia or the Customer.

The Customer remains responsible for its own business tax, accounting and reporting obligations.

Business or tax information requested through the transaction flow must be accurate.

14. Receipts, invoices and Vertexia confirmation

For Managed Payments transactions, Stripe / Link provides the transaction receipt, invoice and, where applicable, refund or credit-note documentation generated under the applicable Managed Payments transaction structure.

Separately, Vertexia provides the Order & License Confirmation and the applicable Vertexia contractual package.

Those Vertexia documents establish the Product and licence relationship and do not replace transaction or tax documentation issued through Managed Payments.

15. Product delivery

Digital Product delivery is provided through the method specified by Vertexia and may include secure download access.

Fulfilment is triggered from verified transaction information and not merely from a browser redirect.

Your secure download link will follow within one business day after payment confirmation.

The starting event is successful payment confirmation established from authoritative transaction information, including delayed payment methods, rather than the checkout redirect or an email opening. Delivery is due by the end of the next Business Day in the Europe/Brussels time zone. For a payment confirmed on Friday evening, delivery is due by the end of Monday, or Tuesday if Monday is a Belgian statutory public holiday.

Any planned unavailability must be visibly announced on the Product Page before new purchases, with a substitute delivery arrangement or suspension of sales where the commitment cannot be met. Such an announcement does not retrospectively extend the deadline for an already confirmed order.

Temporary download or access links may expire.

Expiration of a download link does not, by itself, extinguish a valid Commercial License.

Replacement access may be made available subject to purchase verification and the applicable support policy.

16. Contractual record supplied after purchase

Following successful fulfilment, Vertexia provides or makes available a durable record containing:

The supplied copies correspond to the contractual versions applicable to the transaction.

The Customer is encouraged to retain these records.

17. Contract evidence

Vertexia may retain records reasonably necessary to establish and administer the commercial relationship, including:

Such information is processed subject to applicable data-protection law and the Vertexia Privacy Policy.

Vertexia does not collect unnecessary personal information solely to increase the quantity of contractual evidence.

18. Commercial License

The rights granted in relation to a Product are defined by the applicable Commercial License.

For Urbia A2, the applicable Product licence is the Urbia A2 Commercial License identified for the purchase.

The Commercial License governs matters including:

These Terms do not expand the rights granted by the Commercial License.

19. End Client use

Where the Commercial License permits a Commercial Project to be delivered to an End Client, the Licensee remains responsible for complying with the conditions of the Commercial License.

The End Client does not acquire a general right to redistribute, resell, sublicense or commercialise the underlying Vertexia Product as a standalone or competing product.

Where an End Client Notice is incorporated into the Commercial License, the Licensee must observe the obligations relating to that Notice.

20. Third-party components

A Product may contain or depend on third-party components, libraries, fonts or other materials governed by separate licences or notices.

Those third-party terms remain applicable.

The Vertexia Commercial License does not override rights or obligations imposed by the relevant third-party licence.

Applicable third-party notices are supplied where relevant.

21. Customer responsibilities

The Customer is responsible for:

Unless expressly included in the purchased offer, Vertexia does not operate the Customer's hosting, domain, CRM, third-party accounts or production infrastructure.

22. Product support

Product-level support is provided by Vertexia as described in the Product Page, applicable Commercial License and support documentation.

Product Support may include reasonable assistance concerning:

Unless separately agreed, Product Support does not include unlimited custom development, bespoke integrations, redesign, infrastructure administration or other out-of-scope professional services.

The applicable support period is defined in the Product offer and Commercial License.

23. Maintenance updates

The applicable Commercial License and Product description determine the period and scope of included Maintenance Updates.

Maintenance Updates do not automatically include:

Where the applicable Commercial License grants perpetual use of a validly acquired Product release, expiry of the included maintenance period does not terminate that perpetual licence.

24. Transaction support

Payment, receipt, payment-method and other transaction-level support may be handled through Stripe / Link where Managed Payments applies.

Vertexia handles Product-level matters.

Where a matter contains both Product and transaction elements, Vertexia will reasonably cooperate with the applicable transaction provider.

25. Refunds

For its B2B digital offer, Vertexia does not grant a general contractual right to a refund merely because a professional Customer changes its mind after a valid purchase.

This is subject to:

  1. mandatory applicable law;
  2. an expressly agreed refund;
  3. the applicable Managed Payments refund framework; and
  4. any refund, reversal or remedy that the Managed Payments provider is entitled or required to process.

These Terms do not create an absolute “never refundable” rule. Sold through Link, LLC may process refunds under its applicable policy even where Vertexia’s policy is more restrictive. This does not promise an unconditional refund entitlement. Vertexia remains financially responsible as required by the Managed Payments framework.

A refund does not automatically determine whether continued Product use is permitted.

The consequences for Product use depend on the applicable Commercial License, the reason for the refund, mandatory law and the circumstances of the transaction.

26. Disputes and transaction investigations

Managed Payments may manage payment disputes, complaints, fraud reviews, refunds or reversals relating to the transaction layer.

Vertexia must cooperate with Sold through Link, LLC and provide requested sale information within 48 hours of the relevant request. Vertexia may supply proportionate order, acceptance, delivery, licence or support evidence and remains subject to applicable financial responsibilities.

Nothing in these Terms waives mandatory rights or applicable payment-method rules.

27. Intellectual property

Except for rights expressly granted under the applicable Commercial License, all intellectual-property rights in the Product remain with Vertexia and/or the relevant third-party rights holders.

Purchase does not transfer ownership of:

The Licensee retains rights it lawfully holds in its own original content, branding, data and independently created materials.

28. Restrictions

The Customer must not use the Product in breach of the applicable Commercial License or applicable law.

Without limiting the Commercial License, the Customer must not:

29. Customer modifications and deployments

Source code may be modified only within the scope permitted by the applicable Commercial License.

Vertexia is not responsible for defects, security issues, incompatibilities or losses caused by Customer modifications, integrations, hosting or third-party services outside Vertexia's reasonable control.

This does not exclude responsibility for a pre-existing Product defect where Vertexia would otherwise be liable.

30. Product conformity and warranty position

Vertexia will provide the Product substantially as described in the applicable offer.

Vertexia does not warrant that every deployment, modification or third-party integration will operate without error.

Any specific Product warranty is subject to the Product-specific documentation and applicable law.

Nothing in these Terms excludes responsibility that cannot lawfully be excluded.

31. Limitation of liability

To the maximum extent permitted by applicable law, neither party is liable for indirect or consequential losses that were not reasonably foreseeable, including purely indirect loss of business opportunity, goodwill or anticipated profit.

Subject to the exceptions below, Vertexia's aggregate contractual liability arising from a particular Product purchase is limited to the amount paid for that purchase.

This limitation does not apply to:

Nothing in these Terms deprives a party of a remedy in a manner prohibited by mandatory Belgian B2B law.

Any limitation must be interpreted in light of the nature, value and circumstances of the transaction.

32. Customer-caused loss

The Customer is responsible for direct losses caused by its own unlawful use of the Product, material licence breach, infringement caused by Customer-supplied materials or unauthorised redistribution.

Vertexia will not seek compensation beyond losses or remedies reasonably attributable to the relevant conduct and available under applicable law.

33. Suspension of Product-level access

Vertexia may temporarily suspend replacement download access, Product Support or another controlled Product-level service where reasonably necessary because of:

Where reasonably possible, Vertexia will provide notice and an opportunity to remedy the issue.

Any suspension must remain proportionate.

This Section does not permit arbitrary revocation of a valid perpetual licence.

34. Termination for breach

Either party may terminate remaining executory obligations for a material breach that is not remedied within a reasonable period where the breach is capable of remedy.

Vertexia may take immediate protective action where necessary in cases of:

Rights and obligations that by their nature survive termination may include:

The effect of termination on Product usage rights is determined by the applicable Commercial License and mandatory law.

35. Privacy and personal data

Personal data relating to purchasers, Licensees and support contacts is processed in accordance with applicable data-protection law and the Vertexia Privacy Policy.

Stripe, Link and their relevant affiliates process transaction data under their own applicable privacy framework and may act in different data-protection roles depending on the relevant processing activity.

These Terms do not characterise Stripe exclusively as a processor for all Managed Payments activities.

The Customer is responsible for the data-protection compliance of its own deployment and modifications of the Product.

36. Electronic communications

The Customer agrees that transaction, licence, support and contractual communications may be provided electronically using the contact information supplied for the business relationship.

The Customer is responsible for maintaining a valid business contact and informing Vertexia of relevant changes.

This Section does not prevent another form of notice where required or permitted by law.

37. Changes to Products or services

Vertexia may improve, patch or update its Products.

Such changes may not be used to retrospectively reduce the Customer's core existing licence rights unless:

Future editions, features or services may differ from the purchased Product.

Vertexia is not required to provide functionality that did not form part of the purchase.

38. Force majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, provided that reasonable efforts are made to mitigate the effects.

Force majeure does not excuse payment already due for a validly supplied Product unless applicable law provides otherwise.

Where such circumstances materially prevent performance for an extended period, the parties should seek a reasonable solution.

39. Assignment

The Customer may not transfer the applicable Commercial License except where the Commercial License permits the transfer or Vertexia agrees in writing.

Vertexia may transfer its rights and obligations in connection with a genuine business transfer, reorganisation or succession, provided that doing so does not materially reduce the Customer's existing contractual rights.

This Section does not permit an arbitrary transfer intended to deprive the Customer of contractual protections.

40. Entire agreement

For a completed Product purchase, the agreement consists of these Terms, the applicable Commercial License, any incorporated End Client Notice, the Order & License Confirmation, and any additional written terms expressly agreed by the parties.

The Product Page provides pre-contractual commercial information but is not the sole durable evidence of a completed order.

Marketing statements that are clearly illustrative and do not form part of the Product's actual commercial description do not override the express contractual documents.

Nothing in this Section excludes responsibility for mandatory pre-contractual information or materially misleading commercial statements under applicable law.

This Section does not establish an irrebuttable presumption that the Customer knew or accepted a document that was not properly made available during the contracting process.

41. Severability

If a provision of these Terms is invalid, unlawful or unenforceable, it is ineffective or adjusted only to the extent necessary where applicable law permits such adjustment.

The remaining provisions continue to apply where they can reasonably operate without fundamentally altering the agreement.

An invalid provision is not automatically replaced with the interpretation most favourable to Vertexia.

42. No waiver

A failure or delay in exercising a contractual right does not by itself constitute a waiver of that right.

A waiver relating to one breach does not constitute a general waiver of future breaches unless expressly stated.

43. Governing law

These Terms are governed by Belgian law, excluding conflict-of-laws rules to the extent permitted.

Nothing in this Section deprives a party of mandatory protections that cannot lawfully be excluded.

44. Jurisdiction

Subject to mandatory jurisdiction rules, disputes arising from these Terms are submitted to the competent courts for the judicial district in Belgium in which the Vertexia legal operator is established.

For Vertexia's current establishment in Molenbeek-Saint-Jean, the competent judicial district is Brussels, Belgium.

Nothing in this Section prevents the parties from first attempting an amicable resolution.

45. Contact and complaints

Vertexia

Email: contact@vertexia.be Business address: Avenue du Scheutbosch 27, Box 2, 1080 Molenbeek-Saint-Jean, Belgium Telephone: +32 492 21 06 70

Payment-method, receipt and other Managed Payments transaction questions may also be handled through applicable Stripe / Link support channels.

Where a complaint concerns both the Product and the transaction, Vertexia will reasonably cooperate with the applicable transaction provider.

For every production release, Vertexia maintains:

The exact contractual version associated with a completed purchase remains reproducible after a later version is published.

Released contractual files must not be silently overwritten.

END — VERTEXIA B2B TERMS & CONDITIONS — v1.2