Terms of Service

Terms of Service

These Terms of Service (“Terms”) govern your access to and use of VendorMode, including the free trial and any paid subscription (collectively, the “Service”). By creating an account, accessing, or using the Service, you agree to these Terms and our Privacy Policy and Cookie Notice, which are incorporated by reference.

1. Eligibility and account registration

• You must be of legal age to form a binding contract where you live and have authority to bind your organization (if applicable).
• You agree to provide accurate account information and keep it up to date.
• You are responsible for safeguarding your login credentials and all activity under your account.

2. Business use and permitted users

• The Service is intended for internal business use.
• You may add users up to the number purchased under your subscription. Additional users require additional seat fees.
• You are responsible for ensuring all users you provision comply with these Terms.

3. Subscription, billing, and trial

• Free Trial: The trial is limited in duration (14 days) and usage (e.g., 15 quotes, 20 transactional emails, 30 PDFs, 2 manual contracts). When limits are reached, the account is hard‑stopped and enters a 30‑day read‑only grace period, after which the account and all associated data are permanently deleted.
• Billing: Paid subscriptions are billed monthly in advance. We use Stripe to process subscription payments. Pricing is available in USD, CAD, EUR, and AUD; the exact amounts are displayed at signup and in your account.
• Automatic renewal: Subscriptions renew automatically each month unless canceled before the renewal date. Cancellation takes effect at the end of the current billing period; you will retain access until that date.
• No refunds: We do not issue refunds or credits for partial months, unused periods, or cancellation – no exceptions.
• Cancellation and data deletion: After cancellation, your account remains active until the end of the current billing cycle, then enters a 60‑day read‑only grace period. On the final day of grace, the account and all associated data are permanently deleted. During grace you may view data but cannot create, edit, send, or generate PDFs/emails.

4. Service availability and changes

We aim to keep the Service available, but we do not guarantee uninterrupted operation. We may change, suspend, or discontinue features at any time (including for maintenance, security, or performance), and we may impose reasonable usage limits.

5. Transactional communications and sending

6. Usage limits, rate limiting, and document uploads

To protect the Service and maintain reliability, VendorMode enforces usage limits and rate limiting. This may include limits on PDF generation, transactional sending, and document uploads as described in the application.

Document uploads:

• Trial accounts: 1 file per entity (Quote, Contract, Product, Service), maximum 5 MB per file.
• Paid accounts: Up to 5 files per entity, 5 MB per file, and total of 20 MB per entity (combined size of all files attached to that entity).
• Allowed file types: pdf, doc, docx, txt, rtf, xls, xlsx, csv, jpg, jpeg, webp, dwg, dxf.
• When limits are reached, upload controls are disabled and inline messages are shown. The backend enforces all limits.

Rate limiting: We apply soft throttles (HTTP 429) for paid accounts and hard stops (403/402) for trial limits. This protects infrastructure, not to monetize usage. You will not see usage meters.

7. Customer content and ownership

• You retain ownership of content you upload or generate in the Service (“Customer Content”).
• You grant us a limited license to host, process, and transmit Customer Content solely to provide and improve the Service.
• You are responsible for the accuracy of quotes, invoices, contracts, and any content sent to your customers.
• Upon termination of your account and expiration of the grace period, all Customer Content is permanently deleted in accordance with our data retention policy.

8. Prohibited activities

• Attempting to access data not intended for you or another customer.
• Probing, scanning, or testing the vulnerability of the Service without authorization.
• Introducing malware, disrupting the Service, or attempting denial-of-service attacks.
• Using the Service in violation of law, or to send spam or unlawful content.
• Reverse engineering, copying, or building a competing service from the Service.

9. Third-party services

The Service may integrate with or rely on third-party providers (for example: Stripe for payment processing, ZeptoMail for email delivery, DigitalOcean for hosting and storage, ApexCharts for dashboards). Your use of third-party services may be subject to their terms and policies. We are not responsible for third-party services outside our control.

10. Confidentiality

Each party agrees to protect the other party’s confidential information and use it only as necessary to perform obligations under these Terms.

11. Termination and suspension

• You may stop using the Service at any time. You may cancel your subscription in your account settings.
• We may suspend or terminate access immediately if we believe you violated these Terms, exceeded usage limits abusively, or pose a security risk. Suspension may be temporary with notice where feasible.
• Upon any termination, the grace and deletion rules in Section 3 apply.

12. Disclaimers

The Service is provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, so this section may not apply to you.

13. Limitation of liability

To the maximum extent permitted by law, VendorMode will not be liable for indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, goodwill, data, or business interruption. Our total liability for any claims relating to the Service will not exceed the amount you paid to VendorMode for the Service in the three (3) months preceding the event giving rise to the claim. This limitation applies whether the claim is based in contract, tort, or any other legal theory.

14. Indemnification

You agree to indemnify and hold harmless VendorMode, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Service, your Customer Content, or your violation of these Terms or applicable law.

15. Governing law and regional terms

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

If you are a consumer located in the European Economic Area (EEA), the United Kingdom, Australia, or another jurisdiction with mandatory consumer protections, nothing in these Terms limits your statutory rights. To the extent a provision conflicts with applicable law, that provision will be deemed modified to the minimum extent necessary to comply with such law.

EEA/UK Addendum (GDPR / UK GDPR)

If you are located in the European Economic Area (EEA) or the United Kingdom, the following applies:

• Data processing: Where we process personal data on your behalf, you act as controller and we act as processor for the Service data, unless stated otherwise. Our Data Processing Agreement (which includes Standard Contractual Clauses for international transfers) is incorporated by reference and available upon request.
• Transfer: Your data may be processed in countries outside your country of residence (including Canada and the United States). We use appropriate safeguards where required, such as Standard Contractual Clauses.
• Statutory rights: As a consumer, you have rights under the Consumer Contracts Regulations and other local laws that cannot be excluded. In case of conflict, those rights prevail.

Canada Addendum (PIPEDA / CASL)

If you are located in Canada, applicable privacy and anti-spam laws may apply. VendorMode is intended for transactional communications only (quotes/invoices/PDFs and essential account notices).

• Consent: You represent you have lawful authority to contact your recipients and include their information in the Service. You must comply with CASL’s consent and identification requirements for any commercial electronic messages.
• Transactional focus: The Service is not intended for promotional or marketing blasts. You are solely responsible for ensuring your use complies with CASL.

Australia Addendum (Australian Consumer Law)

If you are located in Australia, the following applies:

• Consumer guarantees: Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). For major failures with the service, you are entitled to cancel your service contract and obtain a refund. Nothing in these Terms purports to modify or exclude those statutory guarantees.
• Limitation of liability: To the extent our liability is not excludable, it is limited (at our option) to re‑supplying the services or paying the cost of having the services re‑supplied.

16. Changes to these Terms

We may update these Terms from time to time. Changes are effective when posted. If changes are material, we may provide notice through the Service or by email. Continued use after changes become effective constitutes acceptance.

17. Contact

Questions about these Terms can be sent to: [email protected]

This document is provided for informational purposes and does not constitute legal advice. You should consult counsel to tailor these terms for your specific business and jurisdiction.