TERMS OF SERVICE
Last Updated: February 26, 2026
These Terms of Service ("Terms") constitute a legally binding agreement between Venderly ("Company," "we," "us," or "our") and the entity or person ("Customer," "you," or "your") accessing or using the Venderly procurement onboarding platform (the "Service").
1. The Service
Venderly provides a cloud-based software-as-a-service platform designed to facilitate vendor onboarding, compliance tracking, and procurement data management. The Service is provided solely for professional business use.
2. Account Registration and Use
2.1 Account Creation
To access the Service, you must register for an account. You agree to provide accurate, current, and complete information and to keep this information updated.
2.2 Responsibility
You are responsible for all activity occurring under your account and for maintaining the confidentiality of your login credentials.
2.3 Access Restrictions
You shall not:
- Sublicense, sell, or lease the Service to third parties.
- Use the Service to store or transmit infringing, libellous, or otherwise unlawful material.
- Attempt to gain unauthorised access to the Service or its related systems.
3. Fees and Payment
3.1 Subscription Fees
Access to the Service is subject to the payment of fees as set out in your specific subscription plan.
3.2 Billing
Fees are billed in advance on a monthly or annual basis. All fees are non-refundable except as required by law.
3.3 Taxes
Fees are exclusive of VAT and other applicable taxes, for which you are responsible.
4. Intellectual Property Rights
4.1 Our Property
Venderly and its licensors own all rights, titles, and interests in the Service, including all software, trademarks, and branding. No rights are granted to you other than the limited right to use the Service as expressly set forth in these Terms.
4.2 Your Data
You retain all ownership rights to the data, documents, and information you or your vendors upload to the Service ("Customer Data").
4.3 License to Customer Data
You grant us a limited, worldwide, non-exclusive license to host, copy, and use Customer Data solely as necessary to provide, maintain, and improve the Service.
5. Data Protection and Confidentiality
5.1 Privacy
Use of the Service is governed by our Privacy Policy and Data Processing Agreement (DPA), which are incorporated herein by reference.
5.2 Confidentiality
Each party agrees to protect the other's non-public confidential information with the same degree of care it uses to protect its own similar information.
6. Warranties and Disclaimers
6.1 "As Is" Basis
The Service is provided on an "as is" and "as available" basis. We do not warrant that the Service will be uninterrupted or error-free.
6.2 Third-Party Services
Venderly utilises third-party infrastructure, including Vercel, managed PostgreSQL services such as Neon, and S3-compatible object storage such as Cloudflare R2. We are not liable for outages or failures caused by these third-party providers.
6.3 Compliance Disclaimer
While Venderly provides tools to assist with vendor compliance, you are solely responsible for ensuring your procurement processes meet your specific legal and regulatory requirements.
7. Limitation of Liability
To the maximum extent permitted by law, Venderly shall not be liable for any indirect, incidental, or consequential damages, or loss of profits or data, arising out of or in connection with the Service. Our total liability for any claim shall not exceed the amount paid by you for the Service in the 12 months preceding the claim.
8. Termination
8.1 Termination by You
You may cancel your account at any time via the platform settings.
8.2 Termination by Us
We may suspend or terminate your access if you breach these Terms or if we are required to do so by law.
8.3 Effect of Termination
Upon termination, your right to use the Service ceases. We will provide a 30-day window for you to export your Customer Data before it is deleted in accordance with our retention policy.
9. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in London, United Kingdom.
10. Changes to Terms
We may update these Terms from time to time. We will notify you of material changes by posting the new Terms on our website and, where appropriate, via email. Continued use of the Service after changes are made constitutes acceptance of the updated Terms.
11. Contact
For any questions regarding these Terms, please contact us at: legal@venderly.co.uk