[LEGAL]
These Terms & Conditions govern the managed automation services provided by Zonder Solutions S.L. ("Vendian", "we", "us"). By engaging Vendian, signing an order form or statement of work, or otherwise using the services, you agree to these Terms.
If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization. If you do not agree, do not use the services.
These Terms are a legally binding agreement between you (the "Client") and Zonder Solutions S.L. for Vendian's managed automation services and any related professional services.
Your continued use after updates become effective constitutes acceptance of the updated Terms, subject to your rights under applicable law.
You must be at least 18 years old to engage Vendian or use the services.
If you act on behalf of a company or other legal entity, you confirm you are authorized to enter into contracts for that entity.
Vendian provides a managed service: we scope a Module on a call, build it into the Client's Connected Systems, and then operate, monitor, and maintain it on the Client's behalf, with a named person accountable for the outcome.
Vendian is not self-serve software and is not a platform the Client operates. Except where expressly agreed in writing, the Client does not receive builder, flow-editor, or code access; Vendian builds and operates the Modules internally.
Specific commercial terms, service levels, deliverables, and scopes are detailed in order forms, statements of work, or subscription confirmations, which form part of these Terms.
Vendian operates each Module within the scope and access the Client grants, and reviews results with the Client on the cadence set in the Engagement.
You may use the services only for lawful business purposes and in compliance with applicable laws, regulations, and third-party terms (including those of your Connected Systems).
AI is used to help build and operate the Modules. You are responsible for deciding whether and how to rely on Outputs in business decisions.
As between the parties, the Client retains ownership of Client Content and of the data within its Connected Systems.
The Client grants Vendian a non-exclusive, worldwide, limited license to access, host, process, transmit, and transform Client Content solely to provide, secure, maintain, and improve the services in accordance with these Terms and applicable law.
AI systems are probabilistic and may generate incorrect, incomplete, outdated, or biased Outputs.
To the maximum extent permitted by applicable law, Vendian does not warrant that Outputs are error-free, legally compliant for your specific use case, or fit for any particular purpose without review.
Subject to the service levels and accountability agreed in the Engagement, the Client remains responsible for final decisions and downstream outcomes based on Outputs.
Modules are built into and interoperate with third-party tools, APIs, cloud providers, and communication channels (the Client's Connected Systems and Vendian's own service providers).
Vendian may evolve how a Module is built and operated to improve security, reliability, and quality, while continuing to deliver the agreed outcome.
Each Module is provided as a managed subscription, scoped on a call and set out in an order form or subscription confirmation. There are no public tiers, usage credits, or per-run billing.
Fees may include a one-time setup or onboarding fee and a recurring managed fee per Module. Pricing is scoped to the Client's volume and the function the Module operates, and is anchored against the role or team it replaces.
Subscriptions renew for successive terms as stated in the order form unless cancelled in accordance with its terms. Either party may adjust or end an Engagement as set out in the order form.
Except where required by applicable law, fees are non-refundable, including for partial periods and early cancellation.
To protect the services, the Client, and third parties, Vendian may suspend operation of a Module in whole or in part when reasonably necessary.
The Client may end an Engagement in accordance with its order form.
Vendian may terminate for material breach, repeated non-compliance, unlawful use, or insolvency-related events, subject to applicable law.
Each party receiving non-public business, technical, security, or commercial information must protect it using at least reasonable care.
Vendian and its licensors retain all rights, title, and interest in the services, the software and automations Vendian builds and operates, its methods, documentation, branding, and underlying technology. The Client retains ownership of Client Content as set out above.
If you provide suggestions or feedback, you grant Vendian a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate that feedback without restriction, to the maximum extent permitted by law.
To the maximum extent permitted by applicable law, the services are provided "as is" and "as available," without warranties of any kind, whether express, implied, statutory, or otherwise.
This includes implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.
To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, revenue, goodwill, or data.
To the maximum extent permitted by applicable law, Vendian's aggregate liability arising out of or related to these Terms will not exceed the total fees paid or payable by the Client to Vendian for the affected services during the 12 months preceding the event giving rise to liability.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.
The Client will defend, indemnify, and hold harmless Vendian, its affiliates, and personnel from third-party claims arising from Client Content, the data in its Connected Systems, unlawful use, prohibited activities, or Client breach of these Terms, except to the extent caused by Vendian's own breach or misconduct.
Each party must comply with applicable laws and regulations, including data protection, anti-corruption, sanctions, and export control rules.
Neither party is liable for delay or failure caused by events beyond reasonable control, including major infrastructure outages, natural disasters, labor disputes, governmental actions, acts of war, terrorism, and internet backbone failures.
The Client may not assign or transfer these Terms without prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, subject to notice and legal compliance.
Vendian may assign these Terms to an affiliate or successor and may engage subprocessors or subcontractors to help deliver the services while remaining responsible for its obligations under these Terms.
These Terms are governed by applicable European legal principles and mandatory consumer protections where relevant, without prejudice to conflict-of-law rules that cannot be waived.
Any dispute arising out of or in connection with these Terms will be submitted to the competent courts, unless another forum is required by mandatory law.
Legal notices, compliance requests, and contractual communications should be sent to [email protected].
Corporate contact details:
Vendian may update these Terms to reflect legal, technical, security, or service changes.
Material changes will be published with an updated effective date. Where required by law, advance notice will be provided and additional consent collected where necessary.
These Terms, together with applicable order forms and referenced policies, constitute the entire agreement regarding the services.
If any provision is held unenforceable, the remaining provisions remain in full force.
Failure to enforce a provision is not a waiver. Provisions that by nature should survive termination remain effective.