Legal

Terms and Conditions

Last updated: 4 May 2026

These Terms and Conditions apply to general business dealings with Voratus Inc. unless replaced or modified by a signed written agreement, accepted quotation, statement of work, service-specific terms, proposal, purchase order accepted by Voratus, or other written project document.

These Terms and Conditions are general commercial terms. Project-specific documents control the actual scope, deliverables, assumptions, exclusions, schedule, fees, payment terms, service boundaries, and acceptance requirements for a particular engagement.

1. About Voratus Inc.

Voratus Inc. provides technical consulting and project-delivery support for product SMEs, funded startups, research labs, and industrial clients.

Typical work may include technical reviews, manufacturability assessment, supplier-package review, documentation review, sourcing and procurement advice, build-readiness review, prototype-to-production support, site visits, technical project support, retainers, and related advisory or delivery-support services.

2. Order of precedence

If there is a conflict between documents, the following order applies unless Voratus expressly agrees otherwise in a signed written agreement:

1. signed written agreement;
2. accepted quotation, proposal, or statement of work issued or accepted by Voratus;
3. service-specific terms;
4. these Terms and Conditions;
5. website text, marketing materials, downloadable resources, emails, meeting notes, or informal communications.

Website text, marketing materials, checklists, downloadable PDFs, examples, general service descriptions, and informal communications do not expand the scope of any service.

Client purchase-order terms, procurement portal terms, invoice terms, vendor onboarding terms, or other client-side boilerplate terms are rejected and do not apply unless Voratus expressly accepts them in a signed written agreement.

3. Business use only

Voratus services are offered for business, research, product-development, industrial, or commercial project use.

They are not offered as consumer household services.

4. No automatic engagement

Submitting a form, email, project brief, checklist, drawing, CAD file, BOM, photo, prototype information, supplier quote, purchase order, procurement invitation, meeting request, or other project material does not create an engagement.

Voratus is engaged only when Voratus accepts the work in writing, confirms the applicable scope, and any required payment, deposit, or authorization has been received.

Voratus may decline, pause, re-scope, or refuse work for any commercially, technically, legally, safety-related, capacity-related, or professionally reasonable reason.

5. Quotations and scope

Quotations and proposals are based on the information available at the time they are prepared.

Scope, assumptions, exclusions, deliverables, schedule, travel, site work, fees, payment terms, client responsibilities, and acceptance requirements must be confirmed in writing.

If the project information changes, if additional facts become known, or if the project is larger, riskier, less defined, more regulated, or more complex than originally described, Voratus may revise the scope, schedule, fee, or acceptance conditions.

6. Client-provided information

Voratus relies on information provided by the client, including drawings, CAD files, BOMs, specifications, photos, videos, prototypes, supplier comments, supplier quotes, prices, constraints, test data, site information, project history, business requirements, and explanations.

Unless expressly agreed in writing, Voratus does not independently verify the accuracy, completeness, ownership, legality, safety, compliance, suitability, or current status of client-provided or third-party information.

Incomplete, inaccurate, outdated, inconsistent, or misleading information may affect the usefulness of any advice, review, output, or deliverable.

7. Client authority

The person submitting materials, approving work, authorizing payment, booking a site visit, requesting support, or giving instructions confirms that they have authority to act for the client and for any project owner, sponsor, company, lab, affiliate, organization, or participant that will use or rely on the work.

8. Right to provide materials

The client confirms that it has the right to provide all materials submitted to Voratus.

The client also confirms that Voratus’ review, storage, processing, and use of those materials for the agreed service will not breach confidentiality obligations, intellectual-property rights, export restrictions, sanctions restrictions, employment duties, procurement rules, non-disclosure agreements, security requirements, or other contractual restrictions.

The client should not submit highly sensitive, export-controlled, security-controlled, restricted, classified, regulated, or third-party confidential material unless Voratus has accepted the project and agreed to receive that material in writing.

9. Fees, taxes, and payment

Prices are stated in Canadian dollars unless stated otherwise.

Applicable taxes are extra unless expressly included.

Voratus may require payment in advance, a deposit, milestone payments, monthly retainer payment, or other payment structure stated in the accepted quotation or project document.

Voratus may decline to begin, pause, or stop work until required payment is received.

The client may not withhold, set off, charge back, or deduct amounts from fees based on an alleged claim, dispute, delay, dissatisfaction, third-party issue, supplier issue, or project outcome unless expressly agreed in writing or required by law.

Overdue amounts, failed payments, chargebacks, and collection activity may result in recovery of reasonable administrative, collection, interest, legal, and enforcement costs, to the extent permitted by law.

10. Travel, expenses, and third-party costs

Travel, parking, mileage, accommodation, meals, multi-location visits, overnight travel, special access costs, site access charges, freight, purchased parts, test costs, supplier charges, subcontractor costs, third-party software, certification costs, inspection costs, laboratory costs, and other third-party expenses are excluded unless expressly included in the accepted quotation or scope.

11. Site access and safety

For site visits or on-site work, the client is responsible for safe access, site orientation, escorts, permissions, PPE requirements, hazard disclosure, restricted-area controls, lockout requirements, site rules, and any other conditions required for safe attendance.

Voratus does not become the prime contractor, constructor, site supervisor, safety officer, operator, owner, controller of the site, or person responsible for site safety by attending a site, reviewing a project, or providing advice.

Voratus may refuse to enter, pause work, or leave any site or area that appears unsafe, unsuitable, restricted, unauthorized, inadequately controlled, misrepresented, or outside the agreed scope. If attendance has already started, the visit or work may be treated as completed unless Voratus agrees otherwise in writing.

12. Delivery timing

Delivery dates and response times depend on complete and usable inputs, payment, site access, client availability, third-party response, supplier response, travel conditions, project complexity, and agreed scope.

Incomplete, unclear, revised, late, or materially changed inputs may delay delivery, narrow the work, or require a revised quote.

Unless expressly agreed in writing, delivery dates are planning estimates and not guarantees of project outcome, supplier action, commercial result, approval, certification, or production success.

13. Out-of-scope work

Unless expressly included in an accepted written scope, Voratus services do not include:

• full redesign;
• CAD production;
• complete drawing creation;
• industrial styling;
• procurement execution;
• supplier management;
• testing;
• certification;
• legal advice;
• tax advice;
• financial advice;
• safety-certification advice;
• regulatory approval;
• permitting;
• code sign-off;
• stamped professional work;
• implementation of recommendations;
• production supervision;
• operation of client equipment;
• emergency response;
• or continuous project monitoring.

Additional work may be declined, deferred, narrowed, or quoted separately. Informal comments, calls, emails, meetings, or markups do not expand the accepted scope unless Voratus agrees in writing.

14. No stamped or regulated engineering

Voratus does not provide stamped engineering, regulated professional engineering services, authentication, permitting, code sign-off, professional sign-off, or statutory engineering review.

If licensed, stamped, regulated, certified, or specialist work appears required, Voratus may identify the likely handoff point. Identifying that handoff point does not mean Voratus is providing that regulated service.

Any regulated professional engineering, certification, code approval, permitting, or professional sign-off must be performed by an appropriately authorized professional or organization under a separate written arrangement.

15. No certification or approval

Voratus does not certify products, approve products for manufacture or sale, confirm legal compliance, guarantee manufacturability, guarantee supplier acceptance, guarantee cost savings, guarantee commercial success, or replace required testing, inspection, certification, regulatory review, insurance review, safety review, or professional sign-off.

16. Client responsibility

The client remains responsible for all final design decisions, supplier instructions, purchasing decisions, release decisions, testing, validation, compliance obligations, safety obligations, regulatory obligations, import/export obligations, commercial decisions, production decisions, and final use of any product, process, equipment, documentation, or deliverable.

Voratus advice, comments, markups, reports, checklists, emails, calls, and deliverables do not transfer project ownership, design responsibility, supplier responsibility, safety responsibility, compliance responsibility, release authority, or commercial risk to Voratus.

17. Third-party suppliers and project participants

Voratus may comment on suppliers, sourcing, manufacturability, packaging, inspection, maintenance, pricing assumptions, supplier scope, quote boundaries, or build risk.

Voratus does not control third-party suppliers, manufacturers, certifiers, inspectors, laboratories, carriers, consultants, contractors, customers, investors, regulators, or their outcomes.

Supplier delays, supplier defects, price changes, non-performance, certification issues, third-party errors, disputes, refusals, and third-party decisions remain the client’s responsibility.

Voratus does not become the client’s purchasing agent, supplier manager, contracting authority, manufacturer, importer, exporter, site representative, or authorized agent unless expressly agreed in writing.

18. Confidentiality

Voratus will treat client information, project materials, supplier information, communications, and findings as confidential.

Voratus may disclose information where reasonably required to perform the service, with the client’s permission, to professional advisors or insurers, to subcontractors or project participants under suitable confidentiality expectations, or as required by law.

19. Intellectual property

The client retains ownership of its pre-existing designs, files, documents, product information, project materials, and confidential information.

Voratus retains ownership of its pre-existing methods, templates, know-how, review approach, working practices, internal tools, internal notes, general technical knowledge, and non-client-specific materials.

Unless expressly agreed in writing, Voratus deliverables are provided for the client’s internal project decision-making and agreed project use only.

20. Records

Voratus may retain project records, communications, working notes, deliverables, client materials, and administrative records for reasonable business, legal, insurance, accounting, quality-control, and record-keeping purposes.

Voratus has no obligation to store client files permanently or act as the client’s document archive.

21. Downloads and free resources

Website content, checklists, PDFs, guides, examples, downloadable resources, and general technical materials are provided as general diagnostic aids only.

They do not create a service relationship, quotation, professional engagement, certification, approval, engineering sign-off, compliance opinion, legal advice, or project-specific advice.

Completing, downloading, emailing, or submitting a checklist or other free resource does not create an engagement unless Voratus separately accepts work in writing.

22. Internal methods and tools

Voratus may use internal methods, templates, checklists, software, AI-assisted workflows, analysis tools, and subcontractor or advisor input to support its work, provided that client confidentiality obligations are respected.

The client does not receive ownership of Voratus’ pre-existing methods, templates, know-how, workflows, prompts, internal notes, internal tools, or general technical knowledge unless expressly agreed in writing.

23. No warranty of outcome

Voratus will perform accepted services with reasonable commercial care based on the agreed scope and information provided.

Voratus does not warrant, guarantee, or represent that any service, advice, checklist, report, review, site visit, retainer, comment, markup, or deliverable will identify every issue, solve every problem, reduce cost, avoid delay, secure supplier acceptance, establish manufacturability, confirm compliance, achieve certification, produce commercial success, or make a product suitable for manufacture, sale, certification, or use.

24. Limitation of liability

To the maximum extent permitted by law, Voratus’ total liability for any claim arising out of or related to a service is limited to the fees paid to Voratus for the specific service giving rise to the claim.

For monthly retainers, Voratus’ total liability is limited to the fees paid for the monthly billing period in which the act, omission, communication, output, or event giving rise to the claim occurred.

This limit applies regardless of the form of claim, including contract, tort, negligence, negligent misrepresentation, breach of duty, warranty, indemnity, restitution, equity, statute, strict liability, fundamental breach, or otherwise, except where such limitation is prohibited by law.

25. Excluded damages

To the maximum extent permitted by law, Voratus is not liable for indirect, incidental, consequential, special, punitive, exemplary, lost-profit, lost-revenue, lost-savings, lost-opportunity, production-delay, downtime, business-interruption, supplier, launch, certification, regulatory, recall, rework, replacement, loss-of-use, data-loss, financing, overhead, reputation, or commercial losses.

26. No personal liability

Any claim must be brought only against Voratus Inc.

No director, officer, employee, contractor, representative, advisor, subcontractor, or agent of Voratus has personal liability for any claim arising out of or related to the service, website, communication, project, deliverable, or business dealing.

27. Client indemnity

The client will defend, indemnify, and hold harmless Voratus, its directors, officers, employees, contractors, representatives, advisors, subcontractors, and agents against claims, losses, costs, and expenses arising from:

• client-provided materials;
• inaccurate, incomplete, unauthorized, or misleading information;
• unauthorized third-party reliance;
• external use of Voratus outputs;
• intellectual-property disputes;
• confidentiality breaches;
• supplier or manufacturing decisions;
• release decisions;
• unsafe use;
• unlawful use;
• regulated work outside scope;
• site conditions;
• or use beyond the agreed scope.

28. Suspension, refusal, or termination

Voratus may refuse, pause, re-scope, suspend, or terminate work for non-payment, failed payment, chargeback, missing authority, missing information, inaccurate information, unsafe site conditions, unlawful activity, restricted products, regulated work outside scope, abusive scope expansion, harassment, unreasonable conduct, or project conditions that make continued support commercially or technically unreasonable.

Suspension or termination does not create rollover support, credits, refunds, or extended deadlines unless Voratus agrees in writing.

29. Cancellation and rescheduling

Project-specific cancellation and rescheduling terms apply where provided.

If no project-specific terms apply, missed calls, missed site visits, late cancellations, unavailable team members, lack of site access, unprepared project material, or failure to provide required inputs may be treated as completed work or may require rescheduling fees.

30. No third-party reliance

Voratus outputs are for the client’s internal project decision-making unless expressly agreed otherwise in writing.

Suppliers, manufacturers, investors, customers, regulators, insurers, contractors, or other third parties may not rely on Voratus outputs without Voratus’ written agreement.

Voratus outputs are not production release documents, safety approvals, compliance approvals, certification documents, or design-verification documents unless expressly stated in a signed written agreement.

31. Claim period

To the maximum extent permitted by law, any claim arising out of or related to a service must be started within one year after delivery of the relevant deliverable, completion of the relevant service, or the act, omission, communication, output, or event giving rise to the claim, whichever occurs first.

For retainers, any claim must also be started within one year after the retainer ends.

Nothing in this section limits a claim period where such limitation is prohibited by law.

32. Events outside reasonable control

Voratus is not responsible for delay, interruption, non-performance, or reduced performance caused by circumstances outside its reasonable control, including illness, travel disruption, site access failure, client delay, supplier delay, third-party failure, utility outage, internet or software outage, unsafe conditions, regulatory delay, labour disruption, severe weather, emergency, or other force majeure event.

33. Electronic acceptance

The client may accept applicable terms by signing a written agreement, approving a quotation, submitting payment, authorizing work by email, booking a site visit, requesting support, providing project materials after receiving terms, using a paid service, or otherwise proceeding with an accepted engagement.

Electronic signatures, email confirmations, and written electronic approvals may be treated as written acceptance.

34. Changes to these Terms and Conditions

Voratus may update these Terms and Conditions from time to time.

Project-specific accepted terms remain governed by the version or document accepted for that project unless otherwise agreed in writing.

35. Severability and waiver

If any part of these Terms and Conditions is found unenforceable, the remaining terms continue to apply as far as permitted by law.

Failure by Voratus to enforce a term is not a waiver of that term.

36. Governing law and forum

These Terms and Conditions are governed by the laws of Alberta, Canada.

Disputes must be brought in the courts of Alberta unless Voratus agrees otherwise in writing.

Voratus may bring proceedings to collect unpaid amounts in any jurisdiction where the client is located or has assets.

37. Contact

Questions about these Terms and Conditions may be sent to info@voratus.ca.

This page is separate from the Terms of Use, which apply to use of the website, and the Privacy Notice.