Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of roxensoft.com and any related communications, pages, forms, materials, or interactions provided by Pavlov Yevhenii Andriiovych (sole proprietor / FOP), trading as Roxensoft ("Roxensoft", "we", "us", or "our").

By using the website, submitting an inquiry, requesting a proposal, or otherwise interacting with us through the website, you agree to these Terms. If you do not agree, do not use the website.

Nature of the website

The website is provided for general information, lead generation, marketing, and pre-contract communication. It is not a guarantee of availability, deliverables, timelines, features, support levels, business performance, legal compliance, security level, or any project result. Portfolios, examples, service descriptions, case studies, reviews, roadmaps, FAQ answers, sales statements, meetings, estimates, messages, and marketing materials are informational only unless they are expressly incorporated into signed project documents.

Only signed Commercial Documents create project obligations

Roxensoft only undertakes project obligations that are expressly described in a proposal, statement of work, technical specification, annex, change order, acceptance document, or other commercial/project document that is signed or otherwise formally approved in writing by both parties ("Commercial Documents").

If a feature, integration, deliverable, revision, performance target, support obligation, compliance item, launch date, security requirement, optimization target, or other requirement is not clearly included in the signed Commercial Documents, Roxensoft is not required to provide it.

All project work is defined individually. There are no universal deliverables, implied obligations, hidden inclusions, or assumed services outside the specific signed documentation for the relevant project.

Order of precedence

If more than one signed document applies to a project, the following order of precedence applies unless the documents state otherwise:

1. signed master service agreement or main contract;
2. signed proposal / statement of work / specification;
3. signed change order or signed amendment;
4. signed acceptance record or milestone sign-off;
5. invoice and payment schedule;
6. these public Terms.

If there is a conflict, the more specific signed project document controls over these public Terms.

No reliance on unstated promises

Before signing any Commercial Documents, the client is responsible for reviewing the project scope, assumptions, exclusions, deadlines, dependencies, pricing, and responsibilities. By signing, the client confirms that the signed Commercial Documents contain the full binding agreement for that project. Except where prohibited by law, the client waives reliance on oral statements, early drafts, informal chats, marketing language, expectations, assumptions, examples, estimates, or preliminary discussions that are not expressly included in the signed Commercial Documents.

This clause is intended to prevent claims based on undocumented promises, assumptions, implied expectations, or informal communications. It does not remove any non-waivable rights under applicable law.

Scope, change requests, and additional work

Any request that is outside the signed scope, changes a previously approved solution, revises already completed work, or creates additional analysis, design, coding, testing, integrations, project management, compliance review, optimization, migration, debugging, documentation, training, or support shall be treated as additional work.

• is not included in the original price unless a signed document expressly says so;
• may require re-estimation, new timelines, and revised dependencies;
• may be billed at Roxensoft's then-current hourly or fixed rates;
• will only be scheduled after written approval of the additional scope and cost.

Roxensoft may decline change requests that materially disrupt schedules, architecture, quality, legal compliance, security, maintainability, or resource planning.

Client responsibilities

The client is responsible for:

• providing complete, accurate, timely, and lawful information, materials, access credentials, content, feedback, and approvals;
• ensuring the client has all rights necessary for materials, content, logos, databases, copy, images, trademarks, code, and other inputs provided to Roxensoft;
• reviewing milestones, deliverables, and approval requests in a timely and consolidated manner;
• ensuring its own business, product, service, marketing, and legal claims are truthful, lawful, and adequately substantiated;
• obtaining any required consents, notices, terms, licenses, permissions, or regulatory approvals relating to the client's own business, data, users, products, services, and materials;
• paying third-party costs, subscriptions, APIs, hosting, domains, licenses, payment gateways, advertising accounts, stock assets, or platform fees unless expressly included in signed Commercial Documents.

Delays caused by the client, missing assets, fragmented feedback, changing priorities, incorrect information, unavailable access, delayed payments, or lack of approvals may shift timelines, require re-planning, or trigger additional cost.

Quotes, timelines, and estimates

Unless a signed project document expressly states that a date or milestone is fixed and guaranteed, quotes, budgets, timelines, delivery dates, performance assumptions, and launch assumptions are estimates only. Roxensoft is not responsible for delay, interruption, or non-performance caused by client-side dependencies, missing information, delayed feedback, third-party vendors, platform outages, force majeure, regulator/platform review times, hosting issues, payment issues, or events outside Roxensoft's reasonable control.

Payments, non-payment, and refunds

All fees, deposits, milestone payments, and reserved-capacity charges are due as specified in the signed Commercial Documents and invoice terms. Unless applicable law requires otherwise:

• fees are non-refundable once work has started, capacity has been reserved, or expenses/commitments have been incurred;
• the client has no right to a refund for completed work, partially completed work, scheduled work, planning time, reserved capacity, research, meetings, project management, or work made unusable because the client changed direction;
• Roxensoft may suspend work, withhold deliverables, revoke staging/demo access, pause communication, or refuse launch/transfer until all overdue amounts are fully paid;
• Roxensoft may charge reasonable late fees, collection costs, currency-conversion costs, transaction costs, and legal/administrative recovery costs where lawful;
• the client may not offset, withhold, reverse, or charge back sums without a valid legal basis and prior written notice.

Termination by the client

The client may terminate a project at any time by written notice. If the client does so:

• all amounts already paid remain non-refundable to the extent permitted by law;
• all unpaid work performed, scheduled, reserved, or committed up to termination becomes immediately payable;
• Roxensoft may invoice time spent, booked capacity, approved milestones, third-party commitments, administrative work, project management, and reasonable wind-down work;
• no ownership rights transfer to the client unless and until the transfer conditions stated below are fully satisfied;
• the client must stop using any unpaid, incomplete, draft, staging, experimental, or otherwise unauthorized deliverables.

Termination by Roxensoft

Roxensoft may suspend or terminate a project, communication, access, or cooperation if the client fails to pay on time, materially breaches the project documents, acts abusively, requests unlawful, misleading, infringing, unsafe, or unethical work, creates an unacceptable compliance, security, financial, or reputational risk, fails to cooperate, repeatedly changes priorities, blocks necessary approvals, or makes the project impossible or commercially impractical to continue.

Intellectual property and rights transfer

All pre-existing Roxensoft materials, know-how, frameworks, routines, components, methods, templates, libraries, internal tools, AI workflows, generic code patterns, documentation structures, reusable concepts, development practices, and other background IP remain the exclusive property of Roxensoft or its licensors.

Unless signed Commercial Documents expressly provide otherwise:

• all drafts, designs, code, layouts, prototypes, repositories, source files, logic, texts, structures, and project materials remain owned by Roxensoft until transfer conditions are met;
• the client receives no ownership rights, license, access right, reuse right, or modification right in unpaid or incomplete work;
• use of any deliverable before ownership transfer is at the client's own risk and does not accelerate transfer;
• third-party software, fonts, plugins, APIs, stock assets, open-source components, and external tools remain subject to their own license terms.

Ownership transfer conditions

Ownership in the specifically agreed final project deliverables transfers only when all of the following have occurred:

1. full cleared payment of all fees, taxes, reimbursements, and other amounts due under the project;
2. project completion or formal closure under the signed Commercial Documents; and
3. expiry of 14 calendar days after both items (1) and (2) have occurred.

Until then, all rights remain with Roxensoft. No ownership transfer applies to Roxensoft background IP, reusable components, know-how, internal tools, general methods, or third-party materials unless expressly agreed in signed Commercial Documents.

Acceptance, warranty, and support

Unless signed Commercial Documents state otherwise, a milestone or deliverable is deemed accepted when the client:

• signs it off in writing;
• uses it in production, publicly launches it, approves it verbally or in writing, or instructs Roxensoft to proceed to the next stage based on it;
• fails to provide a consolidated written defect notice within the review period stated in the project documents, or if no period is stated, within 5 business days after delivery or access to the relevant milestone.

Any warranty exists only if expressly stated in the signed Commercial Documents. If a warranty period is stated, it is limited to reproducible defects in agreed functionality and does not cover:

• new features, revisions, redesigns, improvements, or enhancements;
• changes in client requirements after approval;
• issues caused by client edits, third-party tools, host/server failures, browser/platform updates, traffic spikes, misuse, weak credentials, unauthorized access, or unauthorized changes;
• SEO, conversion, ad performance, rankings, page speed scores, revenue, leads, sales, or commercial outcomes;
• content, copy, translations, legal compliance of client materials, privacy notices, terms, business decisions, or regulatory requirements.

If no warranty period is expressly stated, the deliverables are provided as is and as available, to the fullest extent permitted by law.

Any support, maintenance, scaling, optimization, monitoring, incident response, growth work, security hardening, or post-delivery requests after the warranty period are separate paid work unless expressly included in signed Commercial Documents.

No guarantee of business results

Roxensoft does not guarantee that any project, website, app, funnel, landing page, integration, automation, CRM, analytics setup, or marketing implementation will generate revenue, profit, leads, investor interest, product-market fit, rankings, conversion improvement, platform approval, legal compliance in all jurisdictions, business continuity, cybersecurity protection, or any other commercial outcome.

Roxensoft provides implementation, technical solutions, design, process support, and practical recommendations. Final business results depend on many factors outside Roxensoft's control, including the client's product, market, pricing, team, offer, operations, ad spend, positioning, compliance posture, sales process, reputation, and ongoing decisions.

Third-party platforms and dependencies

Many projects depend on third-party infrastructure and services, including hosting providers, cloud platforms, CRMs, analytics vendors, payment gateways, app stores, API providers, email services, ad networks, domain registrars, SSL providers, social platforms, CMS systems, plugins, open-source packages, and content/media sources. Roxensoft is not responsible for outages, policy decisions, suspension, throttling, delays, fee changes, account bans, API changes, platform rejections, security incidents, data loss, or other acts/omissions of third parties.

Client materials, legality, and indemnity

The client represents and warrants that all information, data, assets, claims, copy, visuals, trademarks, instructions, access credentials, databases, and materials it provides are lawful, accurate, non-infringing, authorized for use, and suitable for the intended project.

The client shall defend, indemnify, and hold harmless Roxensoft and its founders, employees, contractors, subcontractors, and affiliates from and against claims, liabilities, losses, damages, fines, costs, and expenses (including reasonable legal fees) arising out of or related to:

• client-provided materials, data, access, credentials, or instructions;
• the client's products, services, offers, operations, or marketing claims;
• infringement, defamation, privacy, data-protection, consumer, advertising, financial, tax, employment, or regulatory claims connected to client-side content or business conduct;
• the client's use of deliverables outside agreed scope, before acceptance, before rights transfer, or after unauthorized modification;
• the client's failure to secure required permissions, legal bases, licenses, notices, consents, or approvals.

Website-use restrictions

You may not use the website to interfere with operations, scrape content at scale, upload malicious code, attempt unauthorized access, test vulnerabilities without permission, misrepresent identity, violate third-party rights, copy Roxensoft materials, or use Roxensoft materials without permission. Roxensoft may restrict, block, log, investigate, or report access where misuse is reasonably suspected.

Limitation of liability

To the fullest extent permitted by law:

• Roxensoft's total aggregate liability arising out of or relating to any claim, project, deliverable, communication, website use, proposal, estimate, or series of related events shall not exceed the lesser of: (a) the total amount actually paid to Roxensoft for the affected project during the three months immediately preceding the event giving rise to the claim; or (b) the direct fees paid for the specific disputed deliverable.
• Roxensoft shall not be liable for indirect, incidental, special, punitive, exemplary, or consequential losses, including lost profits, lost revenue, lost business, lost opportunity, lost data, ad spend loss, downtime loss, reputational harm, anticipated savings, goodwill loss, or claims by the client's customers, users, investors, or partners;
• no founder, employee, contractor, designer, developer, project manager, subcontractor, or affiliate of Roxensoft shall have personal liability for any website, proposal, project, deliverable, communication, or service-related claim.

Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.

General

If any provision is found invalid, illegal, or unenforceable, the remaining provisions remain in full force to the maximum extent permitted by law, and the invalid provision shall be interpreted or replaced by a valid provision that most closely reflects the original commercial intent. Failure to enforce any provision is not a waiver. Roxensoft may use employees, contractors, subcontractors, vendors, affiliates, and external specialists to perform work. Roxensoft is not responsible for acts, omissions, delays, or failures of third parties outside its reasonable control. Unless a signed project document states otherwise, the English-language version of any legal materials controls in case of inconsistency with any translation.

Governing law and venue

These Terms, the website, and any non-contractual obligations arising out of or relating to them shall be governed by the laws of Ukraine, without regard to conflict-of-law rules.

Unless otherwise expressly agreed in signed Commercial Documents, any dispute arising out of or relating to these Terms, the website, pre-contract communications, proposals, services, deliverables, or any related relationship with Roxensoft shall be submitted to the competent courts of Ukraine. The client agrees that such courts are the exclusive venue to the fullest extent permitted by law.

Contact for legal notices