Terms of Service
These Terms of Service (the "Terms") form a binding agreement between [YOUR LEGAL ENTITY NAME] ("v3ndor.io", "we", "us") and the entity or individual accepting them ("Customer", "you"). By signing an Order Form, clicking accept, or using the service, you accept these Terms.
1. The service
v3ndor.io is a multi-tenant SaaS platform for vendor and enterprise risk management. The features included in your subscription are set out in the Order Form and the published documentation.
2. Account & access
- You must keep account credentials confidential and notify us within 24 hours of any suspected compromise at security@v3ndor.io.
- You are responsible for the acts of authorized users on your account.
- SSO via Microsoft Entra ID (and other supported IdPs) is recommended for production tenants.
3. Customer data
- You retain all rights, title and interest in Customer Data.
- You grant v3ndor.io a limited, non-exclusive licence to host, copy, transmit, display, and process Customer Data solely to provide and improve the service and as set out in our Privacy Policy and Data Processing Agreement.
- You represent that you have the rights necessary to upload Customer Data and that doing so does not violate law or third-party rights.
- Third-party brand assets. Customer Data may include third-party logos, trademarks, product names, and other brand assets — for example, the logos of vendors you have entered into the platform. You represent that your upload and display of such assets within your tenant is for the legitimate business purpose of identifying the vendor (a nominative use) and does not infringe the rights of the mark owner. You will defend, indemnify, and hold us harmless from third-party claims arising out of your upload or use of such brand assets, except to the extent the claim arises from v3ndor.io's own conduct.
4. Acceptable use
Use of the service is subject to our Acceptable Use Policy. Violations may result in suspension or termination.
5. Fees & payment
- Fees are set out in the Order Form. Unless otherwise stated, fees are due net [30] days from invoice.
- Late amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law.
- All fees are exclusive of taxes; you are responsible for sales, VAT, GST and similar taxes other than those based on our income.
6. Term & termination
- The initial term is the period in your Order Form. Renewals are auto-renewing for like terms unless either party gives written notice [30] days before the renewal date.
- Either party may terminate for material breach not cured within [30] days of written notice.
- Upon termination we will, on request within [30] days, make a commercially reasonable effort to provide a copy of Customer Data and will then delete it from production systems within [60] days, subject to backup retention as described in the Privacy Policy.
7. Confidentiality
Each party will hold the other's Confidential Information in confidence, use it only to perform under these Terms, and protect it with at least the care it uses for its own confidential information of similar sensitivity. Customer Data is treated as Customer's Confidential Information.
8. Security & data protection
- We maintain the security controls described at /legal/security.
- For EU/UK customers and others where required, the Data Processing Agreement at dpa@v3ndor.io applies and is incorporated by reference.
- We will notify Customer of a confirmed Personal Data Breach affecting Customer Data within [72 hours] of awareness, with all available information at the time.
9. Service levels & support
- The Service Level Agreement is incorporated into the Order Form. Default availability target: 99.9% of monthly uptime, excluding scheduled maintenance.
- Support SLAs depend on the support plan in your Order Form.
10. Right to audit (regulated customers)
Customer (or its independent auditor under NDA) may, no more than once every 12 months and on at least [30] days' notice, audit our security and privacy controls relevant to the service. We will reasonably cooperate, subject to our information- security and confidentiality requirements. Our most recent SOC 2 Type 2 report is available under NDA.
11. Intellectual property
- v3ndor.io retains all rights in the platform, including software, models, designs, and documentation.
- Feedback you provide may be used by us without obligation to you.
11A. Third-party trademarks
Vendor names, logos, product names, and other brand assets displayed within Customer tenants are the property of their respective owners. v3ndor.io's display of these assets is solely to enable Customers to identify the vendors they manage on the platform — a nominative use. No endorsement, sponsorship, partnership, or affiliation between v3ndor.io (or its Customers) and any such third party is implied or should be inferred. Mark owners who believe their mark has been used in a manner that exceeds nominative fair use may submit a notice under Section 11B (IP infringement notice).
11B. IP infringement notice (takedown)
We respect the intellectual-property rights of others. If you believe content stored on v3ndor.io infringes your copyright or trademark, send a written notice to legal@v3ndor.io with the subject line IP infringement notice. The notice should include:
- Identification of the work or mark you claim is infringed (URL of registration where available).
- Identification of the allegedly infringing material with enough specificity to locate it (e.g. tenant URL or screenshot).
- Your contact information — name, address, phone, email.
- A good-faith statement that the use complained of is not authorized by the rights holder, an agent, or the law.
- A statement, under penalty of perjury, that the information is accurate and that you are the rights holder or are authorized to act on the rights holder's behalf.
- Your physical or electronic signature.
We will review every complete notice promptly, remove or restrict access to material we determine is more likely than not infringing, and notify the affected Customer. Customers may submit a counter-notice rebutting the claim; if a complete counter-notice is received, we may restore the content unless the original notifier files suit. Repeat infringers will have their accounts terminated. This procedure is intended to comply with Section 512 of the US Digital Millennium Copyright Act and analogous notice-and-takedown frameworks.
12. Warranties & disclaimers
We warrant that the service will materially conform to its published documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Neither party is liable for indirect, incidental, consequential, special, or punitive damages, lost profits, or loss of data — except for amounts owed under Section 14 (Indemnity), breaches of confidentiality, or a party's gross negligence or willful misconduct.
14. Indemnity
- We will defend Customer against third-party claims that the service infringes a US patent, copyright, or trademark, and pay damages finally awarded — subject to standard exclusions.
- You will defend us against third-party claims arising from Customer Data or your violation of the AUP.
15. Governing law & disputes
These Terms are governed by the laws of [YOUR JURISDICTION], excluding its conflict-of-laws rules. Disputes will be resolved exclusively in the courts of [YOUR FORUM], except either party may seek injunctive relief in any court of competent jurisdiction for IP or confidentiality violations.
16. General
- Entire agreement — these Terms, the Order Form, the AUP, the DPA (if applicable), and the SLA are the entire agreement.
- Amendment — we may update these Terms; material changes take effect on renewal or with [30] days' notice.
- Assignment — neither party may assign without the other's consent, except in connection with a merger or sale of substantially all assets.
- Force majeure — neither party is liable for failures caused by events beyond reasonable control.
- Severability, no waiver, no third-party beneficiaries — apply.
- Notices — to legal@v3ndor.io and to your account admin email respectively.
17. Definitions
- "Customer Data" — data submitted to the service by Customer or its users.
- "Order Form" — a signed document referencing these Terms that lists subscriptions, fees, and term.
- "Personal Data Breach" — has the meaning given in GDPR Art. 4(12).
- "Confidential Information" — information disclosed under these Terms that is marked confidential or that a reasonable person would understand to be confidential.