Terms of Service

Contents

In a nutshell

Vendirun is a web-based S.A.A.S. (Software as a Service) platform comprising of various services such as a CRM (Client Relationship Manager) E-commerce, Real Estate Sales, CMS (Content Management System for your website), other services may include the appointment booking system, Calendar and Cloud Storage facilities and could also include new modules released.

We reserve the right to modify, remove or add services at our discretion. This includes both financial and functional changes.

You purchase subscriptions and extensions for use of the system that we provide. You must be over 18 to contract the service. The service is supplied on an “As-Is” basis and we make no promise for uninterrupted service.

You are responsible for the accuracy, provision and legal rights for the information you make visible via the service.

We reserve the right to cancel subscriptions at our discretion. You have the right to stop using the service.

We do not agree to support or recommend any third party applications.

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Eligibility for Service

To use the Vendirun Software you must:

  1. Be over 18
  2. Complete the registration process
  3. Agree to the terms and conditions of service outlined herein
  4. Agree to periodically review this document as continuation to use the service after revisions are posted constitutes an acceptance by you of the revised terms. You have the right to stop using the service at your discretion.
  5. You also acknowledge and agree with the following:
    1. It is understood that Vendirun will use the email address used when creating the account as the main contact email. Any changes to this address must be communicated to us so that our records can be updated accordingly. Failure to advise of change to the primary email does not constitute a legitimate reason for not acting upon an email sent by Us to that address.
    2. The person signing up for Vendirun (and their employer) are responsible for ensuring that additional users adhere to these terms of service.
    3. That the service we provide is not guaranteed by us to be error free, continuous or secure.
    4. Any questions relating to these terms of service must be directed to info@vendirun.co.uk
    5. In case of ownership disputes, we will refer to Whois.net and gather information from other parties before making a decision at our sole discretion.

Note: we reserve the right to refuse access to our service at our sole discretion, and to cancel services as outlined below.

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Definitions:

"Subscriptions" are lists of services, corresponding limitations, pricing and applicable terms of service outlined within this document. When a subscription is purchased you accept that you are entering a legal binding agreement with Vendirun as per the terms and conditions outlined herein.

"User" is any person that has Your approval to access Your data. Users, as well as direct employees of your organization, may also include third party contractors.

"We," "Us" or "Our" relates to the Vendirun system, its employees or authorised third party agents.

"You" or "Your" is You or Your organization, ie the party that has entered into the agreement outlined herein by completing the purchase of a subscription and/or extension.

"Your Data" is all information entered into the system by You.

"Beta Services" are Vendirun services or functionality that may be made available to you to try at its discretion. Such services may be offered at no additional charge as they are offered solely as previews. You accept that these services are incomplete, potentially unstable and can contain software bugs. You have access to these services by invitation in order to provide feedback and assist us in development. All feedback becomes intellectual property of Vendirun and you relinquish any claim to copyright.

"Vendirun Software" is defined as our primary Vendirun application with all of its associated modules and add-ons, as well as peripheral services such as "Ambitious Mail".

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Subscriptions: Pricing and Payment Terms

You agree to the following terms:

  1. The services supplied by Vendirun are available on a non-transferable subscription basis only unless otherwise agreed in a separate contract.
  2. All Vendirun services are supplied on a pro-forma basis.
  3. Subscriptions are available on a year by year basis, unless agreed between Us and documented accordingly.
  4. In absence of an official purchase order, by completing your prescription purchase online, you agree that said transaction constitutes an acceptance of this legally binding agreement for the duration of the service that you contracted.
  5. Pricing is subject to change at our discretion and will be published online. Upon entering into this agreement, by purchasing a subscription, the pricing at the time of purchase shall form part of this agreement and will be added as Annexe 1 in form of the order document that is generated upon completion of purchase.
  6. Your are responsible for maintaining accurate billing, contact and credit card information.
  7. Vendirun agrees to notify you 5 days prior to the expiry of your subscription and will allow a maximum grace period of 5 days (from the actual expiry date of the current subscription) for a repeat or alternative service to be contracted by you. After this time your account will be withheld until an new subscription has been contracted.
  8. You may amend your service mid-subscription and the following terms will apply:
  9. Case 1 - Upgrade of service
    1. The newly subscribed service and functionality will be made available within 1 standard working day following receipt of payment;
    2. funds already received if service upgrade is contracted mid-contract, will be prorated and the corresponding discount will be authorised on your account, which can be used against additional services (including the upgrade of service).
  10. Case 2 - Downgrade of Service
    1. Services can be downgraded at Your discretion however Vendirun does not agree to refund monies already received should this happen mid-subscription.

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Free Trial

Qualifying for a free trial subscription remains entirely at our discretion, as does the duration of, and modules available with said trial. We are not obliged to offer Free Subscriptions but may do so on a case by case basis. This may be limited to of one of our latest features that are released initially as Beta.

We reserve the right to end a free trial without notice.

Free trial period would automatically end upon contracting a paid subscription or after either party decides to end it.

Any data and customisations that you make during this free trial period will not be made available to you after the end of the trial period, unless the trial period ends due to a paid subscription service being contracted by You. In this case all customisations will remain in your account. Any data you require must be exported by You prior to the end of the free trial.

It is understood by You that a Free Trial Subscriptions to the Vendirun application is provided “As-Is” and does not include warranty, or obligations from our part. All of Your obligations outlined herein remain enforceable.

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Use of Services and Extensions

  1. Usage Limits.
    1. Services are subject to limitations on a Subscription basis, extensions can also be purchased separately if a full service upgrade is not required, we will work with you to find the most viable solution.
    2. User accounts and passwords are not interchangeable, shared use of login information constitutes a violation in the terms, and if such a case is detected then we reserve the right to suspend services until the required extension or adequate subscription increase has been purchased.
    3. This does not affect your right to reassign a user account to a different individual should the previous user no longer require access to the service.
  2. Content Disabling.
    1. Should a situation arise whereby we are legally required to remove content we will notify you and allow a 2 day window for You to make any necessary amendments, remove or make such content only internally visible until such a point that a definitive decision has been reached. You hereby agree that failure to act on your part to such a notice would be construed as an invitation for Us to access your account and rectify any issues and/or disable the applicable Service.

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Email and SMS Marketing

You agree to the following terms and understand that violation of these terms will result in immediate suspension of services without cause for indemnity for unused subscripions or extensions:

  1. You will not mass mail purchased lists of contacts.
  2. You will not send Spam emails. We use the Spamhaus definition of Spam.
  3. If you believe that our system is being misused you will notify us immediately.

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EPOS / Property Marketing Service

The EPOS and Property systems are platforms that allow you to display Products/Services/Property and other other saleable or contractible items. By using this service You accept the following:

  1. Whilst We have implemented a series of security protocols such as data encryption, we do not guarantee security in the process. Use of the service is entirely at your own risk.
  2. Your are responsible for all transactions completed via the service, including, but not limited to, payments, returns, warranties, freight, insurance and all contractual obligations between You and the additional parties involved in such transactions.
  3. Vendirun is not responsible for any claims brought against you for improper use of the service or violation by You of Your terms of service with Your customers/clients.
  4. You agree to maintain accurate, non-offensive, illegal or otherwise unacceptable data. We reserve the right to make the distinction.
  5. You have relevant qualifications, licensing and authority to legally support the sale and or provision of service that you are offering.
  6. You agree to pay all taxes and associated costs relating to generating income from the E-commerce platform.

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Our Responsibilities

  1. Provision of Purchased Services. All Vendirun application services are available 24/7, and the corresponding support package during normal UK business hours as advised on our website. We will do our utmost to make the services of the Vendirun application continually available, however You understand that there could be interruptions to service. The following circumstances, can occur, and You accept them as part of the user agreement, they would therefore not form any basis for indemnity requests to us:
    1. Planned downtime, which You would be notified of electronically in advance.
    2. Communication Infrastructure failing.
    3. Circumstances beyond our reasonable control such as act of nature, civil unrest, other.
  2. Protection of Your Data. We take data integrity and security very seriously and have procedures in place to safeguard the privacy and security of your data from a technical, administrative and physical perspective. We adhere to the guidelines laid out in the EU Data Protection Directive 95/46/EC. We would therefore only access your data in special circumstances, which you agree to, such as:
    1. to address a technical issue brought to light by You, to ensure the provision of service,
    2. if required to by law,
    3. if requested to by you in writing.

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Our Rights

  1. Modifications and Termination. Vendirun reserves the right to alter, remove, add or otherwise amend or cancel services at any time. We may also decide to implement additional fee structures for some features. You have the right to stop using our systems if such changes are not acceptable to you.
  2. We reserve the right to monitor usage of service for the purpose of improving the system. This may include email campaigns, transactional emails, text messages and API activity, among other things.

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Third Party Services

  1. We do not warrant or support Non-Vendirun Applications or other Non-Vendirun products or services.
  2. We do not guarantee we will allow permission of a third party service to integrate with the Vendirun application.
  3. Any agreement for third party applications remains between You and the third party.
  4. By using a third party service in conjunction with Vendirun, you give us permission to allow such application to access your data.
  5. We do not endorse usage of any third party application and would recommend that you propose any additional features such applications offer for internal development.
  6. We do not guarantee the services supplied by any third party application.
  7. Additional charges may apply for the incorporation of such applications. We reserve the right to cancel interaction with third party applications at our discretion. In case of such cancellation any funds received relating to the incorporation and/or maintenance of said third party shall not be refunded.

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Term and Termination

  1. The present becomes a legally binding contract between You and Us from the moment a subscription service has been contracted by You.
  2. Subscriptions will automatically renew for the same duration as the previously contracted service. Either party reserves the right to cancel the renewal if advised in writing at least 30 days prior to the expiry of the current subscription.
  3. Subscription pricing amendments remain entirely at Our discretion and You agree that a maximum increase of 7% can be applied on a 12 month basis. Should we decide a larger increase will take effect we have the obligation to advise You 60 days in prior.
  4. Both parties reserve the right to cancel the subscription service providing 30 days notice are given in writing. Any funds received from You to cover the remaining duration of the subscription will not be returned if such cancellation occurs during the first 12 month subscription period, thereafter refunds shall be prorated and duly returned.
  5. Should We decide to cancel services due to violation of this agreement and/or if your activities are deemed to be illegal, we are not obliged morally or legally to return funds to you whether that be subscription costs and/or unused extensions.
  6. Your Data will be made available to you for a maximum period of 30 days from the termination of any agreement between Us, regardless of the circumstances where applicable law permits. We undertake to delete all of Your Data from our systems within 30 days of receiving such a request in writing.
  7. All legal disputes pertaining to use of Our services, will be resolved under UK law.
  8. Online dispute resolution for consumers: the European Commission has established an online platform for alternative dispute resolutions that provides for an out-of-court method to solve any dispute related to and stemming from online sale and service contracts. If you are a European consumer, you can use this platform to resolve any dispute stemming from the online contract entered into with Us. The platform is available at the following link (http://ec.europa.eu/consumers/odr/).
  9. We reserve the right to change the Terms of Service at our discretion, any change will be posted on our website and communicated electronically. Failure to manually accept the revised terms and conditions automatically means that You have accepted them.

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Mutual Indemnification

  1. Indemnification by Us. We hereby agree to indemnify You for all legal expenses and damages should you face legal proceeding due to our system constituting a violation of intellectual property rights of any third party, infringes on governing laws in the territory you are based and/or in any other way.
  2. Indemnification by You. You hereby confirm that you have the required permissions for any content that you post and agree to indemnify us for all legal expenses and damages should your data constitute a violation of intellectual property rights of any third party, infringes on governing laws in the territory you are based and/or in any other way results in legal proceedings being brought against Vendirun.

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Limitation of Liability

  1. You agree that the maximum indemnity value to be paid by Us will not exceed the total paid by You to Us in subscription fees over a maximum 12 month term.
  2. You agree that We are not liable for any lost profits resulting from system downtime.
  3. We are not responsible for your account security in event of unauthorised use of your account whether that be due to hacked passwords or voluntary or involuntary use of your confidential details. In such cases the individual using your login information will have equal access and permissions as You. Any changes made to your data in this situation will be taken as if they were performed with your consent. We would ask that you change your password yourself with the reset function and advise us as soon as possible. We cannot access your passwords but will happily do whatever we can to get you secure again!
  4. We are not responsible for discrepancies resulting from use of third party payment suppliers.

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Proprietary Rights and Licenses

  1. You grant Us and any of our authorised contractors a worldwide license for the term of your active subscription to host, transmit and display your data.
  2. License to Use Feedback. All feedback, suggestions for improvements, bespoke developments (unless specifically agreed to in a separate contract) that we receive / develop will become property of Vendirun. We are under no obligations to pay royalties for any enhancements that we make to the system based on this feedback.
  3. We very much value and encourage user intervention in development plans, and general interaction with our subscribers, and therefore constructive feedback will be met with appreciation.
  4. We do not obtain any right to any data entered into our systems by You or any third party contracted by You.

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Confidentiality

  1. Confidential information is any information passed from one party to another deemed to be commercially and/or personally sensitive. Both parties agree to take equal care to ensure that any information received will be treated with the same degree of care as they would with proprietary information.
  2. You accept that in circumstances outlined herein, we reserve the right to grant access at our discretion to our employees and contractors to your information for the purpose of ensuring continuation of service.
  3. In case of compelled disclosure, we would give advance warning in writing, to the extent that the law permits, prior to disclosing any information to allow You to contest the disclosure.

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Disclaimer

The established Services, functionality of the same and all Beta Services are provided “As-Is” free of warranty or guarantee of efficacy and accuracy. Parties disclaim liability and indemnification obligations arising from use of third parties and their services.