These Terms govern access to and use of Vendra CRM, Vendra Dial and every related service. They form a binding agreement. Please read them in full — by using the Services you accept all of them.
In these Terms, "Vendra", "we", "us" and "our" mean Vendra Company, Copenhagen, Denmark. "Customer", "you" and "your" mean the legal entity that has subscribed to a Service, or, where no entity is identified, the individual accepting these Terms. "Services" means Vendra CRM, Vendra Dial, and any bundle, module, add-on, seat, application programming interface, documentation or supporting material we make available. "Workspace" means the isolated account environment provisioned to you. "Customer Data" means data you or your Users submit to the Services. "User" means an individual authorised by you to access a Workspace under a paid or trial seat.
Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. "Including", "such as" and "for example" are illustrative and do not limit the preceding words. A reference to a statute includes that statute as amended or re-enacted. Where these Terms conflict with any purchase order, vendor portal terms, supplier questionnaire or other document issued by you, these Terms prevail, and any such document is expressly rejected regardless of whether we acknowledge, sign or return it, and regardless of whether we subsequently perform.
In the event of conflict between documents forming this agreement, the order of precedence is: (a) any written order form signed by both parties; (b) the Data Processing Agreement; (c) these Terms; (d) the Privacy Policy; (e) documentation and help centre articles, which are informational only and create no contractual obligation.
By creating a Workspace, clicking to accept, subscribing, paying an invoice, or accessing or using any part of the Services, you agree to be bound by these Terms in their entirety. If you do not agree, you must not access or use the Services.
You represent and warrant that: (a) you are at least 18 years old; (b) you have full legal capacity and authority to enter into a binding contract; (c) where you accept on behalf of an entity, you are duly authorised to bind that entity, and that entity is bound; and (d) you and your Users are not located in, resident in, or acting on behalf of any party subject to sanctions or export restrictions applicable to us.
We may, at our sole discretion and without liability, refuse to provide, suspend, or discontinue the Services to any person or entity, and may require verification of identity, authority or payment method at any time.
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during a paid subscription term or valid trial, solely for your internal business purposes, and strictly in accordance with these Terms.
The Services are provided on an evolving basis. We may add, modify, restrict, deprecate or remove any feature, integration, interface, limit, or element of the Services at any time, with or without notice, and without liability. Nothing on our website, in our documentation, in a demonstration environment, or in any communication constitutes a commitment to deliver, retain, or continue any functionality. Any roadmap, forward-looking statement or expression of intent is non-binding.
We do not warrant that the Services will be uninterrupted, timely, error-free, secure, or free from loss or corruption of data, nor that defects will be corrected, nor that the Services will meet your requirements or expectations. No service level, uptime commitment, response time, or support obligation applies unless expressly agreed in a signed order form.
The Services are business tools. They are not, and must not be relied upon as, a system of record for regulatory, tax, accounting, legal, medical or safety-critical purposes. You remain solely responsible for maintaining independent records required by law.
You are solely responsible for: (a) all activity in your Workspace, whether or not authorised; (b) the security and confidentiality of credentials; (c) configuring roles, permissions and retention appropriately; (d) the accuracy, quality, legality and provenance of Customer Data; (e) obtaining all consents, notices and lawful bases required for the data you upload and the communications you send; and (f) your Users' compliance with these Terms.
You must not, and must not permit any person to: reverse engineer, decompile, disassemble, or attempt to derive source code or underlying structure from the Services; copy, frame, mirror, resell, sublicense, rent, lease or provide the Services to third parties as a service bureau; circumvent or attempt to circumvent seat counts, usage limits, trial limits, paywalls, licensing, authentication or rate limiting; use automated means to access the Services except through interfaces we expressly document; perform penetration testing, vulnerability scanning or load testing without our prior written consent; introduce malicious code; interfere with or degrade the Services or any other customer's use; or use the Services to send unlawful, deceptive, harassing, or unsolicited communications.
Telephony and calling. Where you use dialing functionality, you are exclusively responsible for compliance with all applicable telecommunications, marketing, consent, do-not-call, calling-hours, caller identification, call recording and notification laws in every jurisdiction you call into or from. Call recording is disabled unless you enable it, and by enabling it you confirm you have obtained every consent and given every notice required. You are responsible for your own telephony account, numbers, minutes, carrier fees, and for any fines, claims, blocking or number reputation damage arising from your calling activity.
We may, without notice and without liability, suspend or restrict access where we reasonably believe there is a security risk, an unlawful use, non-payment, a risk to our infrastructure or reputation, or a breach of this clause.
Trials provide access for the stated period, currently seven (7) days, and are offered at our discretion, once per customer, entity, domain or payment instrument. At the end of the trial the Workspace locks. We may modify or withdraw trials at any time.
Subscriptions are sold per User per period and renew automatically for successive periods of the same length until cancelled in accordance with clause 6. By subscribing you authorise us and our payment processor to charge your payment method on each renewal, including any applicable taxes, without further authorisation and without further notice.
All fees are non-refundable. We do not provide refunds, credits or pro-rated repayments for partial periods, unused seats, unused features, downgrades, periods of non-use, dissatisfaction, business change, or termination by either party for any reason, except where a mandatory consumer right or applicable law requires otherwise. Adding seats mid-period is charged pro-rata; removing seats takes effect at the next renewal and does not generate a refund or credit.
Prices may change. We will publish revised prices on the pricing page, and revised prices apply from your next renewal. Continuing to use the Services after a renewal constitutes acceptance of the then-current price.
All amounts are exclusive of VAT and other taxes, which you must pay in addition. If a payment fails, we may retry, suspend access, and charge interest on overdue sums at the rate permitted by Danish law together with reasonable costs of recovery.
You may cancel at any time from the billing area inside the application. Cancellation stops the next renewal only. Access continues to the end of the period already paid for. Cancellation is not retroactive and does not generate a refund.
We may terminate or suspend this agreement and your access immediately, without notice, where: you breach these Terms; payment is overdue; we reasonably suspect fraud, illegality or a security risk; or we cease to offer the Services generally. We may also terminate for convenience on thirty (30) days' notice.
On termination, your right to access the Services ends immediately. You are responsible for exporting Customer Data before termination takes effect. We may delete Customer Data after termination in accordance with our published retention practice, and we are under no obligation to retain, restore, reconstruct or provide it after that point. Clauses concerning fees, disclaimers, limitation of liability, indemnity, confidentiality, governing law and any clause which by its nature should survive, survive termination.
We and our licensors own all right, title and interest in and to the Services, including all software, interfaces, designs, text, graphics, structure, know-how and trade marks, and all intellectual property rights therein. No rights are granted other than the limited right of use expressly stated in clause 3. All rights not expressly granted are reserved.
You retain ownership of Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, adapt and process Customer Data strictly to the extent necessary to provide, secure, support and improve the Services and to comply with law.
If you provide feedback, suggestions, feature requests or ideas, you assign them to us irrevocably and free of charge, and we may use them for any purpose without attribution, compensation or obligation to you. We may generate aggregated, anonymised statistics that do not identify you or any individual, and may use and publish these without restriction.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT.
We are not responsible for third-party services you connect, including telephony providers, payment processors, email providers and integrations, nor for their availability, security, acts or omissions. Your use of any third-party service is governed by your agreement with that third party and is at your own risk.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, BUSINESS, OPPORTUNITY, GOODWILL, REPUTATION, OR FOR LOSS, CORRUPTION OR INACCURACY OF DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE, IS LIMITED TO THE AMOUNTS ACTUALLY PAID BY YOU TO US FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded. Any claim must be brought within twelve (12) months of the event giving rise to it, after which it is permanently barred.
You will defend, indemnify and hold harmless Vendra Company, its officers, employees and suppliers from and against all claims, demands, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data; (b) your or your Users' use of the Services; (c) your calling, messaging or marketing activity; (d) your breach of these Terms or of any law; or (e) any dispute between you and a third party, including your own customers, employees or regulators.
Each party may receive information that is confidential. The receiving party will protect it with at least reasonable care, use it only to perform this agreement, and not disclose it except to personnel and advisers bound by equivalent duties, or where required by law. These obligations do not apply to information that is or becomes public without breach, was lawfully known without duty of confidence, or is independently developed.
We may amend these Terms at any time by posting a revised version with an updated effective date. Where a change is material, we will make reasonable efforts to notify you by email or in-product notice. Your continued use after the effective date constitutes acceptance. If you do not accept a change, your sole and exclusive remedy is to stop using the Services and cancel; no refund arises.
This agreement is governed by the laws of Denmark, without regard to conflict of law rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts of Copenhagen, Denmark have exclusive jurisdiction, and both parties irrevocably submit to that jurisdiction and waive any objection based on venue or forum non conveniens. Nothing prevents either party seeking urgent injunctive relief in any competent court.
Neither party is liable for failure or delay caused by events beyond its reasonable control. You may not assign or transfer this agreement without our prior written consent; we may assign it freely, including in connection with a merger, acquisition or sale of assets. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in full force. No waiver is effective unless in writing, and no failure or delay in exercising a right operates as a waiver. Nothing creates a partnership, agency, employment or joint venture. There are no third-party beneficiaries. Notices to us must be sent to support@vendradial.com; notices to you may be sent to any email address associated with your Workspace and are deemed received on sending.
These Terms, together with the Privacy Policy and the Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior or contemporaneous proposals, representations, understandings and agreements, whether written or oral. You confirm you have not relied on any statement, promise or representation not expressly set out in this agreement.