Terms and Conditions
These subscriptions terms and conditions governs the procurement of Vendorvue Services as set forth in the Sales Order (or other ordering document) that references these subscription terms and conditions.
1. Definitions
“Agreement” means the applicable Sales Order and these subscriptions terms and conditions (including all exhibits, addenda, and amendments which are properly attached or incorporated by reference).
“Authorized User(s)” means any individual or entity for whom a unique username and password has been created under Customer's Vendorvue account.
“Customer” means the entity entering the Agreement with Vendorvue and as such identified in the Sales Order.
“Customer Content”: means all files, content (including audio, video, text, or images), and data (including Personal Data) belonging to or controlled by the Customer, which is uploaded into the platform or otherwise provided to Vendorvue for processing pursuant to the Services.
“Personal Data” means means information, taken alone or in combination with other data, which may be used to identify, directly or indirectly, a specific individual.
“Sales Order” means the sales order form, statement of work, or other written document detailing the Services being procured by Customer, and which references the subscription terms and conditions.
“Services” means the services Vendorvue offers to its customers via its vendor document management platform.
“Subscription term” means the duration of the subscription for Services, as stated in the Sales Order, and modified by any applicable extension or early termination.
“Third-Party Product(s)” means any product, platform, or service not developed by Vendorvue that enhances, manipulates, integrates with, interacts with, interoperates with, or adds functionality to the Services or Customer Content. Third-Party Products may include public APIs, stand-alone software, or hardware. Third-Party Products may be obtained directly from the developer or through a reseller. “Vendorvue” means a limited Belgian company with registered offices at Sint-Pietersnieuwstraat 11 in 9000 Ghent and registered at the Crossroads Bank for Enterprises under the number 1012.072.363.
2. Scope of the subscription terms and conditions
2.1. All commercial relationships between Vendorvue and the Customer are governed by (in descending hierarchical order): (i) where applicable the written agreement between Vendorvue and the Customer, (ii) these subscription terms and conditions and (iii) Belgian law.
2.2. By ordering the Services or entering into an agreement with Vendorvue – including registration for the Demo – the Customer acknowledges to have read these terms and conditions and thereby accepts them. The terms and conditions always take precedence over the Customer’s terms and conditions, even if they stipulate that they are the only valid conditions.
2.3. The (repeated) failure by Vendorvue to exercise any right may only be construed as the toleration of a particular situation and shall not give rise to a forfeiture of rights.
2.4. The invalidity of one or more provisions of these terms and conditions or any part thereof, shall not affect the validity and enforceability of the other clauses and/or the remainder of the provision in question. In such case, Vendorvue and the Customer shall negotiate in order to replace the invalid provision by an equivalent provision in accordance with the spirit of these general terms and conditions. Should Vendorvue and the Customer not reach an agreement, the competent court can mitigate the invalid provision to what is (legally) permitted.
2.5. Unless expressly agreed otherwise, the expected time of performance of the Services is always approximate and non-binding. Exceeding the scheduled performance time can therefore not give rise to a fine, damages, substitution or termination of the agreement at the expense of Vendorvue.
2.6. The scheduled performance time shall automatically expire in case (i) Vendorvue has not received all the information, necessary for the performance of the Services, in due time; (ii) of force majeure and/or hardship.
2.7. During the performance of the Services, Vendorvue undertakes to use its best efforts and shall act in good faith and with due care in accordance with the criteria, to be determined independently by Vendorvue.
3. Offer – Sales Order - Agreement
3.1. Announcements on the website (https://www.vendorvue.io/) and/or on the social media of Vendorvue are entirely non-binding, and may only be regarded by the Customer as an invitation to order the Services, unless explicitly specified otherwise.
3.2. An offer shall only be valid for (i) a specific Sales Order and shall thus not automatically apply to subsequent (similar) orders as well as for (ii) the duration as indicated thereon, however never longer than thirty (30) days after reception of the offer.
3.3 An agreement shall become effective upon (i) electronic confirmation of the agreement by a person authorized to commit Vendorvue and the Customer, or (ii) the moment when Vendorvue starts with the performance of the Services.
3.4. Vendorvue always reserves the right to request additional information regarding the Customer, its activities or creditworthiness, and, if such information is not forthcoming, to refuse or suspend the performance of the Services.
4. Access to the Services
4.1 Demo version
4.1.1. Each potential Customer will be given the opportunity to use a demo of the Services through a trial account for a duration of 14 calendar days, free of charge. This demo has the single purpose of informing the Customer about the functioning and the features of the Services. The Customer cannot derive any other rights from the provision of the demo.
4.1.2. At the expiry of the demo period, Vendorvue will automatically disable the use of the demo without any action by the user being required.
4.1.3. If the Customer wishes to place a definitive order upon (or even before) termination of the demo period, article 3 of these subscription terms and conditions will apply.
4.2 Access Rights. Subject to ongoing compliance with the Agreement, Vendorvue gives Customer access during the Subscription Term to permit Authorized Users to use the Services solely for Customer’s direct beneficial business purposes.
Customer's rights to use the Services are limited to those expressly set forth in the Agreement, including limitations set forth in the Sales Order. Vendorvue retains all right, title, and interest in the Services and all related intellectual property
4.3 Restrictions and Acceptable Use. Except as explicitly permitted under the Agreement, Customer must not do any of the following with the Services: (i) use in violation of any applicable law or regulation; (ii) use in a manner that would cause a material risk to the security or operations of Vendorvue or any of its other customers; (iii) disassemble, decompile, or reverse engineer; (iv) redistribute, sell, rent, lease, or sub-license to any third party; (v) remove, obscure, or alter any proprietary notices; or (vi) circumvent, disable, or stress test any security or other technological features. Any use of the Services by Customer or its Authorized Users that in Vendorvue’s reasonable assessment threatens the security, integrity or availability of the Services may result in suspension of the Services by Vendorvue, however Vendorvue will use commercially reasonable efforts under the circumstances to provide Customer with notice prior to any such suspension.
4.4 User accounts. Following conclusion of the agreement the trial account shall be converted into a definitive account and the Customer shall be granted access to the platform, which is provided as ‘Software as a Service (SaaS)’. Such right of access merely implies a non-exclusive and non-transferable license to use the platform. Access to the Products and Services is limited to Authorized Users. Authorized User accounts may be reassigned by the Customer, but accounts must not be shared among multiple users. Customer will (i) ensure that its Authorized Users use the Services in compliance with the terms of the agreement; (ii) promptly report to Vendorvue any violation of the agreement by its Authorized Users and disable such users’ access; and (iii) ensure that no false or misleading personal information is used to create user accounts. Customer is responsible for any breach of this agreement by any of its Authorized Users.
4.5 Changes of the Services. Vendorvue has the right to change the offer and composition of the Services at any time. In such event, Vendorvue will inform the Customer thereof within a reasonable term prior to such change. Services are regularly updated and enhanced using a continuous delivery model during the Subscription Term. Customer's procurement is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Vendorvue regarding future functionality or features.
4.6 Customer data and responsibility.
4.6.1. Customer acknowledges and agrees that the Services are not designed to serve as master storage of Customer Content, and Customer is responsible for ensuring that master copies of the Customer Content are stored in a separate system.
4.6.2. Customer retains complete control over the installation, configuration, and usage of the Services, and Vendorvue will not be responsible or liable for any deletion, corruption, damage, destruction, or unintended exposure of Customer Content due solely to acts or omissions of Customer.
4.6.3. Customer is responsible for ensuring that Customer Content does not violate the agreement, third-party intellectual property rights, or applicable laws and regulations (including illegal, harmful, offensive, defamatory, misleading, obscene, or abusive material), and allows for the processing of the Customer Content. Customer will take reasonable steps to identify and promptly remove any such Customer Content.
4.6.4. Customer represents and warrants that Customer Content will not include any Sensitive Personal Information, and that all collection, transfer, and use of any Personal Data in connection with the Services will comply with all applicable privacy laws, regulations, self-regulatory guidelines (including proper disclosure via Customer's privacy policy and receipt of all consents required to process any Personal Data with the Services).
5. Prices and payment.
5.1. Price. Customer must pay the price according to the payment terms in the Sales Order in the currency stated. Prices are exclusive of VAT and any insurance and administration cost, unless expressly agreed otherwise. All invoices will only be delivered electronically using the billing and contact information provided by Customer. Customer agrees to provide clear indication with its payment as to which invoices (or portions thereof) the payment should be applied.
5.2. Price change. In so far as the prices are based on the then applicable wage costs, social security contributions and government levies, insurance premiums, costs of materials and infrastructure, exchange rates and/or other costs, Vendorvue shall, in the case of an increase of one or more of these pricing factors, be entitled to increase its prices accordingly, in accordance with the legally permitted standards. In the event of an increase of its prices, Vendorvue undertakes to notify its existing Customers through email at least one month prior to the application of the new prices.
5.3. Payment.
5.3.1. Vendorvue reserves the right to request full payment from the Customer before starting with the performance of the Services. If the Customer fails to carry out such advanced payment in due time when requested by Vendorvue, the performance of the Services shall automatically be suspended and shall, without prior notice of default, be increased with a late payment interest of one percent (1 %) per month, whereby a month that has already started counts as fully completed. Moreover, Vendorvue shall be entitled to consider the Services as cancelled, in which case the Customer shall be held to pay a fixed compensation fee of € 250 (excl. VAT), without prejudice to Vendorvue’s right to claim higher compensation.
5.3.2. In all other events, the Customer must pay all invoices of Vendorvue in full by bank transfer to the account as communicated by Vendorvue within the payment term as stated on the invoice and without discount on the invoice date.
5.3.3. Invoices may only be legitimately disputed by the Customer in writing by email within seven (7) days following invoice date, stating (i) the invoice date, (ii) the invoice number and (iii) detailed motivation. Such dispute does not discharge the Customer from its obligation to pay.
5.3.4. The unconditional payment by the Customer of (a part of) the invoice amount is considered explicit acceptance of the invoice.
5.3.5. Partial payments by the Customer are always accepted subject to change and without any prejudice, and first allocated to the collection costs, next to the damages, the interest due and, finally, to the principal sum, with preference given to allocation to the oldest outstanding principal sum.
5.4. Consequences of non-payment.
5.4.1. Any invoice that remains fully or partially unpaid by the Customer on the due date shall, without prior notice of default, be increased with a late payment interest of one percent (1 %) per month, whereby a month that has already started counts as fully completed, plus € 250 (excl. VAT) by way of lump sum damages, without prejudice to Vendorvue’s right to claim higher compensation.
5.4.2. Furthermore, Vendorvue shall be entitled to cancel or suspend any further performance of the Services, and all other invoices shall immediately become due and payable, even if they have not yet fallen due. All permitted payment conditions will cease to apply. The same applies in the event of an imminent bankruptcy, judicial or amicable dissolution, suspension of payment, as well as any other fact showing that the Customer is insolvent.
6. Warranty.
6.1. Vendorvue provides the Services on an "as-is" basis. Vendorvue disclaims and makes no other representation or warranty of any kind, express, implied, or statutory (including claims about merchantability, title, non-infringement, accuracy, or fitness for a particular purpose). Customer acknowledges that Vendorvue does not control and Vendorvue is not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage arising from (i) Customer equipment or the transfer of data over communication networks, facilities, and devices (including the Internet); (ii) limitations, interruptions, delays, cancellations, and other problems inherent in the use of such communications networks, facilities, and devices not within Vendorvue’s control; and (iii) Customer’s failure to properly install appropriate security updates and patches to software and programs on networks and devices within Customer’s control.
7. Intellectual Property.
7.1. Vendorvue is and remains the sole owner of all copyrights and other intellectual property rights with respect to the Vendorvue Services, software and all documents, advises, reports, slides, drawings and pictures provided to the Customer during the performance of the Services.
7.2. Consequently, the access to the platform provided to the Customer solely implies the right to use – at a charge – the Services. No implied licenses shall be granted under this agreement. Under no circumstances such license: (i) entails a transfer of ownership of the Services by Vendorvue to the Customer; (ii) grants the Customer any rights to (use) the Services, trade names, brand name and/or trademarks of Vendorvue; (iii) grants the Customer the right to request Vendorvue to deliver a copy of any source codes, software or other means utilized by Vendorvue to provide the Services; (iv) grants the Customer the right to reproduce or use the Vendorvue software and/or the above for purposes other than those for which they are intended without the prior written consent of Vendorvue; (v) grants the Customer the right to engage in, nor authorizes others to engage in, the reverse engineering, disassembly or the decompilation of the Vendorvue software.
7.3. Without prejudice to the right of the Customer or any third party to challenge the validity of any intellectual property of Vendorvue, the Customer shall not perform or authorize any third party to perform any act which would or might invalidate or be inconsistent with any intellectual property of Vendorvue and shall not omit or authorize any third party to omit to do any act which, by its omission, would have that effect. The Customer undertakes to notify Vendorvue of any actual, threatened or suspected infringement of any intellectual property rights of Vendorvue which comes to the Customer’s notice, and of any claim by any third party due to use of the Services.
8. Confidentiality.
8.1. The Customer undertakes to keep all information which is disclosed under or in connection with this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such) confidential and shall thus not disclose such confidential information to any other person nor use it for any other purpose other than the performance of the agreement with Vendorvue.
8.2. If the Customer violates this obligation, Vendorvue is entitled to claim a fixed compensation of € 25,000) per breach, without prejudice of the right of Vendorvue to claim a higher compensation for the actual suffered damage, provided that the existence and extent of the damage can be proved.
8.3. Without prejudice to the above, parties agree that in case a non-disclosure agreement is closed between parties, the provisions thereof shall prevail whenever there is a conflict with the provisions of this article.
9. Liability.
9.1. Vendorvue’s liability shall be limited to the lower of the following two amounts: (i) the invoice value of the Services performed by Vendorvue in the year when the liability arose, or (ii) the amount of the payment of the insurance policies entered into by the Vendorvue and in any case be limited to the liability mandatory under Belgian law.
9.2. Vendorvue is under no circumstances whatsoever obliged to compensate for indirect and/or consequential damages (including, but not limited to loss of income or damages to third parties) or damages due to force majeure/hardship.
9.3. Neither shall Vendorvue be liable for damages caused directly or indirectly by an act of the Customer or a third party, regardless of whether these were caused by a fault or negligence.
9.4. The intended use of the Services by the Customer is determined under its full responsibility and at its own risk. Vendorvue cannot be held liable in any way for any direct or indirect damage resulting from this intended use.
9.5. The Agreement does not govern Customer's use of Third-Party Products used in connection with the Services. Third-Party Products are governed solely by the terms and conditions between Customer and the Third-Party Product developer. Vendorvue does not make any commitments or claims regarding security, confidentiality, or performance of any Third-Party Products, and specifically disclaims any liability regarding Third-Party Products. Customer acknowledges and accepts that Third-Party Products: (i) are activated and used at the sole risk of Customer; (ii) are not warranted, supported, or endorsed by Vendorvue; and (iii) may degrade the performance the Products and Services beyond Vendorvue’s reasonable control. To the extent any Third-Party Product accesses, processes, or gathers Personal Data, the applicable third party is Customer’s direct data processor, and is not acting as a data sub-processor of Vendorvue.
10. Term and termination.
10.1. Term
10.1.1. The agreement shall continue in effect for a definite duration of one (1) year, unless explicitly agreed otherwise. The term shall automatically be prolonged with one (1) year if the agreement is not terminated by the Customer, nor by Vendorvue by the latest fourteen (14) calendar days before termination thereof, which shall entitle Vendorvue to invoice the Customer for the renewed term.
10.1.2. The notice of termination must be done by email, containing the start and the end of the notice period.
10.2. Termination of the agreement due to material breach or exceptional circumstances
10.2.1. Notwithstanding any provisions to the contrary in these terms and conditions, both parties are entitled to terminate the agreement at any time and without legal intervention in the event: (i) a party materially breaches any of the provisions of the agreement and, notwithstanding an email from the other party to refrain from such a breach and to rectify the situation, fails to comply with such a request within twenty (20) days following the receipt of such email, without prejudice of the other party to claim from the defaulting party an additional compensation as a result of this contractual breach; (ii) of exceptional circumstances which make it impossible to continue any professional cooperation between Vendorvue and the Customer.
10.2.2. Parties agree that the following circumstances should be considered as exceptional circumstances: (i) If a party ceases its payments, files a declaration for bankruptcy, is declared bankrupt, enters into a liquidation or similar proceedings or is liquidated; (ii) every circumstance which affects the ability of one of the parties to comply with its contractual obligations in a thorough manner or where it cannot reasonably be expected that the party fulfills its contractual obligations; (iii) force majeure or hardship which continues for an uninterrupted period of more than consecutive two (2) months following the moment on which Vendorvue, which is confronted with this force majeure, notifies the Customer thereof.10.3. Consequences of termination of the agreement
10.3.1. Upon termination of the agreement: (i) Vendorvue undertakes to deactivate the Customer his account as well as the account of Customer’s employees within five (5) working days; (ii) each party will discontinue its use and will return the Confidential Information and proprietary materials of the other party.
10.3.2. Articles 8, 9 and 11 shall survive and continue in full force and effect in accordance with their terms, notwithstanding the expiration or termination of this agreement for whatsoever reason.
10.3.3. The termination of the agreement, for whatsoever reason, shall not prejudice the rights acquired by each party.
11. Data privacy.
11.1. Vendorvue undertakes that the collection and processing of Customers’ data shall take place in accordance with Vendorvue’s Privacy Policy, which can be consulted on the Vendorvue website.
11.2. If at Customer’s discretion, Customer's use of the Services requires the Customer to enter into a data processing agreement, the Vendorvue’s DPA will be incorporated into the agreement by reference, unless Vendorvue and Customer have executed a separate data processing agreement with regards to the Customer’s use of the Services.
12. Force majeure/hardship.
12.1. Vendorvue is not liable for any breach of its obligations that is caused by force majeure or hardship. Cases of force majeure or hardship are conventionally considered as: all circumstances that were reasonably unforeseeable at the time the agreement was concluded and that are unavoidable, and that, on the part of Vendorvue, create the inability to carry out the agreement, or that would make the implementation of the agreement, financially or otherwise, harder or more difficult than normally anticipated (such as, but not limited to hacking that is not reasonably foreseeable, war, natural disasters, fire, confiscation, delays on the part of third parties or bankruptcy of third parties with whom Vendorvue cooperates, shortages of personnel, strikes, organisational circumstances, threat or act of terrorism).
12.2. The aforementioned situations entitle Vendorvue to apply for the revision and/or suspension of the agreement by simple electronic notification to the Customer, without Vendorvue becoming liable for any damages whatsoever. If a situation of force majeure and/or hardship lasts longer than 2 months, the parties have the right to terminate the agreement.
13. General Terms
13.1. Relationship. Vendorvue will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of the Agreement. The Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary relationship between the Parties.
13.2. Notices. Any material notice given under the Agreement must be in writing by registered letter to the official address of Vendorvue or the primary billing email address of the Customer set forth in the Sales Order.13.3. Feedback and Metadata. Customer may provide feedback to Vendorvue about the Services (e.g., technical support input, suggestions, or enhancement requests) and generate metadata (i.e., anonymous, aggregated, non-personal, technical data from the Products and Services). Metadata do not include Personal Data. Vendorvue may develop, modify, and improve the Services based on Customer’s feedback and metadata. Vendorvue reserves the right to use, publish, and otherwise exploit metadata and feedback without restriction.
13.4. Beta Services. From time to time Vendorvue may make certain features and functionality available to Customer that are subject to further testing and development. These features and functionalities (collectively “Beta Services”) will be marked as alpha, beta, demo, demonstration, evaluation, trial, early access, or preview or any other words which impart a similar meaning. Customer acknowledges that these Beta Services might not function as intended and agrees not to use them unless Customer accepts the risks of using pre-release technologies. The Beta Services are experimental and do not create any obligation for Vendorvue to continue to develop, productize, support, repair, or offer for sale the Beta Services. The Beta Services are provided “as is” without any express or implied warranty. In no event shall Vendorvue or its suppliers be liable for any damages whatsoever arising out of the use of or inability to use the Beta Services.
13.5. Waiver, Modification. No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies. The Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing signed by the Parties.
13.6. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the provision may be interpreted by the court so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining portions of the Agreement will remain in full force and effect.
13.7. Independent Allocations of Risk. Each provision of the Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of the Agreement between the Parties. This allocation is reflected in the pricing offered by Vendorvue to Customer and is an essential element of the basis of the bargain between the Parties.
13.8. Assignment. Neither Party may assign any of its rights or obligations under the Agreement without the prior written consent of the other Party (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either Party may assign the Agreement in its entirety (including all rights and obligations) without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. Any purported assignment in violation of this section will be null and void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
13.9. No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement, including, without limitation, Authorized Users.
13.10. Entire Agreement. The Agreement contains the entire understanding of the Parties relating to the subject matter and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter. No modification or amendment of any provision of the Agreement will be effective unless in writing and signed by the Party against whom the modification or amendment is to be asserted.
13.11. Customer’s Purchase Order. Any terms or conditions in Customer’s purchase order or any other related documents submitted by or on behalf of Customer to Vendorvue do not form part of the Agreement and are void, unless otherwise expressly agreed in writing and signed by the Parties.
13.12. Counterparts. The Agreement (or a component) may be executed in counterparts, which taken together will form one legal instrument.
13.13. Anti-Corruption and Compliance. Customer acknowledges and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Vendorvue's employees or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Vendorvue of such violation.
14.. Governing law and jurisdiction
14.1. The Agreement is governed by and construed under the laws of Belgium, without regard to any conflict of law rules or principles, and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods.
14.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in Ghent, Belgium.
14.3. Parties will first try to settle any dispute between them amicably in good faith negotiations prior to seeking enforcement from a court.
Last updated 27/08/2024
