Last Updated November 20, 2024
Note: If you are an existing Customer, changes to your Service Agreement may apply as communicated by Vrodex via email.
At Vrodex, we strive to make affordable, user-friendly software available to small and medium-sized businesses. Our cloud-based solutions support entrepreneurs in connecting with customers, managing activities, accepting payments, and growing their business.
Below you will find our Service Agreement (the "Agreement") which relates to the services provided to you (the "Customer").
Under each article, you will find a "Simple summary" of the legal language used in this Agreement. This is intended to give you better insight into your rights and obligations. However, please note that this summary has no legal value; for legal interpretation, you should refer to the complete text on the left side of this page. We would like to point out that this Dutch version is the only binding one. You may still have questions after reading this Agreement. If that is the case, please contact us. You can do so at the following address:
Vrodex
Obrechtstraat 55-D
2517 HV Den Haag
085-1303528
info@vrodex.com
During the term and in accordance with this Agreement, the Customer obtains access to and may use the products supplied by Vrodex (each referred to as a "Product"), to which the Customer has subscribed, whether through a paid subscription, free trial, or promotion, as specified in the order form, invoice, quotation signed by the Customer, or, for certain self-serve products, in a confirmation email from Vrodex (hereinafter the "Order Form").
Each Product may include updates, cloud services, support services, applications or documentation, all of which are subject to the terms of this Agreement, where applicable. The Customer is responsible for all activities that occur under their Vrodex account, regardless of whether these actions are performed by the Customer themselves, their employees, or third parties. The Customer must adequately protect all account information (including passwords and payment information). Vrodex is not responsible for any loss or damage resulting from unauthorized use of the Customer's account. Vrodex will implement reasonable security measures to prevent unauthorized access to customer accounts.
In the event of security breaches where unauthorized use of customer accounts is detected, Vrodex will provide reasonable support to the Customer to limit damage and restore access.
During the Term, Vrodex grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Products to which the Customer has subscribed, by Customer, its employees and all other users who access and use the Products on behalf of the Customer (collectively the "Users") under the terms set forth in this Agreement.
The Customer agrees that all rights, title and interest in and to all intellectual property rights in the Products, and all modifications, extensions, scripts and other derivative works of the Products provided or developed by Vrodex, including the Beta Technology, are exclusively owned by Vrodex or its licensors.
All rights not granted to Customer in this Agreement are reserved to Vrodex.
The Customer and any Users shall refrain from the following actions (and shall not allow others to do so):
Vrodex retains all rights to the Products, copies, derivative works, and improvements thereof, unless explicitly stated otherwise in a granted license.
4.1. The "Initial Period" refers to the duration as specified in the Order Form, which begins on the start date as specified in the Order Form (the "Subscription Start Date"). If no start date is explicitly or implicitly established in the Order Form, the Subscription Start Date shall be the date on which the Customer signs the initial Order Form or makes payment (as applicable), unless otherwise agreed in writing. Certain software products may be made available to the Customer prior to the indicated Subscription Start Date. If the Customer uses these software products to process taxable business transactions before the stated Subscription Start Date, the Subscription Start Date will be modified to this earlier date.
4.2. After the expiration of the Initial Period, and unless otherwise indicated in the Order Form or herein, this Agreement shall automatically renew for a period equal to the Initial Period (each renewal being referred to as a "Renewal Period," where the "Current Period" refers to the Initial Period or the then-current Renewal Period, as applicable; and together the Initial and Renewal Periods constitute the "Term") until terminated by either the Customer or Vrodex by providing written notice to the other party at least sixty (60) days prior to the end of the Current Period, or with a notice period equal to the Current Period if it is less than sixty (60) days. If no Order Form has been provided, a minimum notice period of thirty (30) days applies. For trial licenses, the duration of this Agreement is limited to the indicated trial period, as stated in the Order Form or shown in the promotion or registration information.
5.1. The Customer shall pay the fees due to Vrodex as specified in the Order Form or as determined in this Agreement ("Fees"), according to the payment terms and in the currency established in the Order Form or this Agreement. These Fees include, among others, any additional costs resulting from the Customer's use of a payment provider other than Vrodex Payments. If no Order Form has been provided, the rates listed on our websites for the relevant Products shall apply. Unless otherwise required by mandatory law, all payments made by the Customer to Vrodex under this Agreement are non-refundable and shall be made via the payment method indicated by the Customer in the Order Form, or as otherwise agreed in writing. The Customer shall take all additional actions that Vrodex reasonably deems necessary to enable automated payment processing. Overdue amounts owed by the Customer will incur interest at one and a half percent (1.5%) per month, or, if lower, the legally maximum permitted rate, in addition to Vrodex's right to immediately suspend access to the Products. Any applicable VAT or other taxes will be added to the Fees due under this Agreement.
5.2. The Customer confirms and accepts that by signing an Order Form, they are obligated to pay all specified fees as indicated in (i) the Order Form and (ii) this Agreement, for the entire duration of the Current Term. Any discounts on software subscriptions or hardware granted to the Customer and/or listed on the Order Form are dependent on this. Furthermore, the Customer agrees that upon renewal of the subscription, explicitly or implicitly, payment of all fees due for the renewed period will be at the then-current rates. The Customer also acknowledges that discounts granted in the initial Order Form do not apply to the Renewal Term unless otherwise agreed in writing.
5.3 If an automatic debit fails, Vrodex reserves the right to charge € 40 in collection costs. In case of repeated failure, € 40 in collection costs will be charged again for each failed debit. After three (3) failed collection attempts, Vrodex reserves the right to suspend the Customer's account and outsource the outstanding amounts to a collection agency. All additional collection and legal costs will be fully borne by the Customer.
Vrodex and the Customer (each referred to as the "Receiving Party") shall treat all information they receive in connection with this Agreement, the Products, or Beta Technology from the other party (the "Disclosing Party") and which has been marked as confidential or proprietary by that party, or which should reasonably be considered as such given the circumstances ("Confidential Information"), as strictly confidential. Both parties shall only use this Confidential Information for fulfilling their obligations under this Agreement. The content and terms of this Agreement are also considered confidential, but parties may share this information in confidence with their legal and financial advisors if necessary within normal business operations.
However, the restrictions described above do not apply to:
The Customer shall ensure that its Users fully comply with this article and is responsible for any damages Vrodex incurs due to non-compliance by a User.
The Customer shall ensure that its Users fully comply with this article and is responsible for any damages Vrodex incurs due to non-compliance by a User.
The Customer declares and warrants, both now and throughout the duration of this Agreement, that:
8.1. "Customer Content" refers to photos, images, graphic elements, written texts, audio files, documents, information, or other data entered by the Customer or their Users into the Products for processing under this Agreement.
8.2. The Customer retains all rights, titles, and interests in the Customer Content. The Customer grants Vrodex a worldwide, royalty-free, sublicensable, transferable, and non-exclusive license to use, access, copy, reproduce, adapt, create derivative works from, publish, transmit, forward, translate, display, and/or otherwise use the Customer Content for delivering, managing, promoting, or improving the Products.
8.3. The Customer determines which personal information ("Personal Data") they enter into the Products; Vrodex has no influence over the nature, scope, origin, or method of obtaining this Personal Data by the Customer through the Products. Vrodex will comply with applicable privacy laws and ensure that its employees do so as well concerning Personal Data under Vrodex's control or possession. The Customer is fully responsible for complying with all legal or regulatory requirements applicable to the types of data they choose to process using the Products. The Customer remains responsible for properly handling and processing notifications about Personal Data from their own customers and Users. In cases of data breaches or security incidents involving customer data, Vrodex will promptly inform the Customer and provide reasonable support to prevent further damage.
8.4. The Products allow the Customer to create their own backups and store the Customer Content. Therefore, the Customer is responsible for regularly performing backups of the Customer Content. However, Vrodex will also periodically create backups of the Customer Content stored in the Products. Vrodex will assist the Customer in recovering and restoring Customer Content in the Products to the extent commercially feasible. The Customer acknowledges and accepts that Vrodex is not liable for loss or damage to Customer Content or other software.
8.5. Vrodex processes and protects Personal Data according to its Privacy Policy, available at https://www.vrodex.com/privacy-policy (the "Privacy Policy") and the Data Processing Agreement available at https://www.vrodex.com/nl/legal/verwerkersovereenkomst/ (the "Data Processing Agreement").
8.6. Vrodex values respecting third-party intellectual property rights and does not approve unauthorized reproduction or distribution of such property. If a Customer or visitor believes their work has been reproduced or distributed without permission or finds infringing material available through the Products, this can be reported via Vrodex's Infringement Policy available at https://www.vrodex.com/nl/legal/beleid-inzake-inbreuk-op-intellectueel-eigendom/ (the "Infringement Policy").
8.7. The Privacy Policy, Data Processing Agreement, Acceptable Use Policy, and Infringement Policy are an integral part of this Agreement by reference.
The Customer agrees that all feedback provided to Vrodex, including questions, comments, suggestions, ideas, concepts, notes, sketches, improvements, original or creative contributions, or other information related to Vrodex, the Products, or the Beta Technology – regardless of the form in which it is provided, such as via email, feedback forms, or other means (the “Feedback”) – becomes the property of Vrodex without any obligation of acknowledgment or compensation to the Customer.
The Customer transfers all worldwide rights, titles, and interests in the Feedback and associated intellectual property rights to Vrodex and agrees to assist Vrodex, at its expense, in perfecting and protecting these rights. Vrodex may disclose or use the Feedback for any purpose without any obligation to the Customer.
10.1. For evaluation and testing purposes only (the “Beta Test Program”), Vrodex may grant the Customer a personal, non-exclusive, non-transferable, limited license to use certain technology, support services, accessories, and hardware (collectively the “Beta Technology”). Participation in a Beta Test Program by the Customer is entirely voluntary.
10.2. By agreeing to the Beta Test Program, the Customer agrees to (i) test and evaluate the Beta Technology as requested by Vrodex, (ii) review the information provided about the Beta Technology and use it only as directed, (iii) notify Vrodex of any functional defects, errors, deviations, and other issues related to the Beta Technology that the Customer discovers or becomes aware of, (iv) respond to questions, surveys, and other test documents reasonably provided by Vrodex, and (v) designate an employee or representative as the sole technical contact person for Vrodex. Additionally, the Customer is responsible for all additional costs (such as internet and phone charges, accessories, etc.) related to testing the Beta Technology unless otherwise agreed in writing. The Customer must also regularly back up their own data. Upon termination of the Beta Test Program, the Customer acknowledges that Vrodex has no obligation to transfer Customer Material to another Vrodex product or service, even in the event of the final release of the Beta Technology.
10.3. Vrodex is under no obligation to develop or make available updates or modifications to the Beta Technology and reserves the right to change or modify the service specifications of the Beta Technology at its sole discretion. The Customer understands and accepts that they will not receive any payment, compensation, or discount for their participation or for providing feedback, comments, evaluations, reports, or other contributions during the Beta Test Program unless otherwise agreed in writing. The Customer is solely responsible for regularly backing up their data. After the conclusion of the Beta Test Program, the Customer acknowledges that Vrodex has no obligation to transfer Customer Material to another Vrodex product or service, even if the Beta Technology is ultimately released.
10.4. The Beta Technology made available by Vrodex remains the property of Vrodex and/or its licensors. The Customer acknowledges and agrees that nothing in this Agreement shall be construed as a transfer of ownership rights or intellectual property rights related to the Beta Technology, Feedback, or Confidential Information. All copyrights, trademarks, trade secrets, brand names, patents, and other intellectual property rights related to the Beta Technology remain fully owned by Vrodex, and the Customer has no rights to these intellectual properties. The Customer shall not manufacture, have manufactured, use, or sell products based on or utilizing the Beta Technology or Confidential Information. Without prior written consent from Vrodex, the Customer may not copy, reproduce, reverse-engineer, adapt, disassemble, or decompile the Beta Technology or any part thereof.
“External Services” include products, applications, services, software, networks, systems, directories, websites, databases, and information from third parties, including those of Vrodex Payments, which can be integrated with one or more Products or that the Customer can connect to or activate in combination with one or more Products. The Customer may choose to activate, use, or log into External Services. The Customer agrees that access to and use of such External Services are fully subject to the terms of those services and that Vrodex is not responsible or liable for any aspect of them, including their content, functionality, or handling of data (including with regard to Customer Materials and Personal Data), or for the interaction between the Customer and the provider of such External Services. This applies regardless of whether the External Services are offered by a third party participating in a Vrodex partner program or are designated by Vrodex as “certified,” “integrated,” or “approved.” Use of External Services takes place exclusively between the Customer and the respective service provider. The Customer waives any claim against Vrodex concerning these External Services. Vrodex is not responsible for any damage or loss caused or allegedly caused by activating, using, or relying on these External Services, their privacy policies, data security processes, or other guidelines.
12.1. Vrodex may occasionally perform scheduled or unscheduled activities, such as maintenance, repairs, or updates to the Product remotely. This may temporarily affect the quality of service or result in a partial or complete interruption of the Product. Vrodex will endeavor to carry out these activities at times that cause minimal disruption to the Customer's operations. The Customer will provide cooperation for these activities if necessary.
12.2. Vrodex reserves the right to, at any time and at its sole discretion, remove, modify, or discontinue a Product, a version, or parts of the Products (hereinafter referred to as "Product Adjustments"). This may require the Customer to take certain actions, such as installing patches, fixes, or updates, upgrading to a new version of the Product, and/or migrating to a replacement Product. Such adjustments may be made for reasons including but not limited to: (i) compliance with laws and regulations, (ii) ensuring security, (iii) changes imposed by an external supplier, and/or (iv) termination of our collaboration with a supplier essential to the operation of the Products. For significant changes to the Product that substantially affect functionality, Vrodex will inform the Customer in advance and provide a reasonable transition period.
13.1. If one of the parties materially breaches this Agreement, the other party may decide to terminate the Agreement. This is done through a written notice to the breaching party, detailing the nature of the breach and indicating the intent to terminate (a “Termination Notice”). If the breach is not resolved within thirty (30) days of receiving this Termination Notice, the Agreement will automatically terminate.
13.2. Notwithstanding the above, Vrodex reserves the right to terminate this Agreement at any time and without prior notice if the Customer violates the license restrictions outlined in Article 3 of the Agreement.
13.3. Notwithstanding the above, Vrodex may immediately suspend the Customer's access to the Products without prior notice if Vrodex, at its sole discretion, determines that: (i) such suspension is legally required; (ii) there is a security or privacy risk for the Customer; (iii) the Customer violates third-party rights, engages in unlawful, defamatory, or offensive behavior; (iv) the Customer fails to make timely payments or settle invoices; or (v) the Customer acts in violation of essential provisions of this Agreement, including license and confidentiality terms. Suspension of access by the Customer does not limit Vrodex's rights and does not affect its right to permanently terminate this Agreement or the Customer's access to the Products.
13.4. Upon termination of this Agreement, the Customer shall cease using the Product or Products. Termination by Vrodex does not release the Customer from their obligation to pay all fees due and does not limit Vrodex in exercising other legal rights or remedies. The Customer acknowledges that upon termination of their account or access to the Product, Vrodex may immediately deactivate their account and delete Customer Materials. Furthermore, the Customer agrees that Vrodex is not liable to them or any third party for terminating access to the Product or deleting Customer Materials as permitted under this Agreement. Provisions related to license restrictions, fees and payments, confidentiality, Customer representations, indemnification, and limitation of liability will survive termination, as will other provisions intended to remain in effect after this Agreement ends.
13.5. If this Agreement is terminated, notwithstanding other provisions in this Agreement: (a) if the Customer terminates the Agreement before the end of the Current Term for any reason other than a breach by Vrodex as described in Article 13.1, or (b) if Vrodex terminates the Agreement due to a material breach by the Customer under Articles 13.1 or 13.2, an early termination fee will be owed by the Customer. This fee consists of: (i) all one-time charges related to terminated Agreements that remain outstanding as of the effective termination date; (ii) all periodic charges that would otherwise have been due until the end of the Current Term; and (iii) the difference between the catalog price (as listed on our website) and any discounted price (if applicable) for software and/or hardware that may have been provided to the Customer during the Current Term (collectively referred to as “Early Termination Fee”). The Customer (i) authorizes Vrodex to collect this Early Termination Fee and any applicable taxes using the same payment methods and accounts used for other payments under this Agreement, and (ii) acknowledges that this fee is immediately and fully payable. The parties acknowledge that this fee is not a penalty but a reasonable pre-estimated compensation for losses and damages incurred by Vrodex due to early termination of this Agreement by the Customer.
14.1. The Customer shall indemnify, hold harmless, and defend Vrodex, as well as its directors, employees, and representatives, against all losses, costs, liabilities, damages, and expenses, including reasonable attorney fees (collectively “Costs”), to the extent that such Costs arise from a breach by the Customer or its Users, employees, independent contractors, or affiliated entities of any representations, warranties, or obligations set forth in this Agreement.
14.2. Vrodex shall indemnify, defend, and hold harmless the Customer and its directors, employees, and representatives against all Costs arising from claims that the Products infringe a registered intellectual property right of a third party, such as trademarks, patents, or copyrights. This applies under the condition that Vrodex is promptly notified in writing and receives the necessary consent, information, and assistance to conduct a defense or reach a settlement in the matter.
15.1. To the extent permitted by law, Vrodex's total liability under this Agreement is limited to the amount of fees paid by the Customer in the three months immediately preceding the date on which the claim causing such liability was first filed. If the Customer participates in a beta testing project, Vrodex's maximum aggregate liability for all claims arising out of or related to the beta testing project will in no case exceed €50.
15.2. To the extent permitted by applicable law, neither party shall be liable for any indirect, incidental, consequential, or special damages, or for implied costs, lost profits, lost royalties, data loss, or costs of procuring substitute goods or services, regardless of whether the alleged damages arise from breach of contract, warranty, tort, statutory remedy, or any other obligation, and regardless of whether either party was aware or advised of the possibility of such loss or damage. Notwithstanding the foregoing, if the Customer participates in a beta testing project, Vrodex shall in no event be liable to the Customer for any direct damages arising out of or related to the beta technology or related transactions.
15.3. To the extent permitted by applicable law, the Customer hereby waives any claim that these exclusions deprive them of an adequate remedy. The parties acknowledge that the provisions in this paragraph fairly allocate risks between them under this Agreement. They also understand that the limitations set forth in this clause are closely tied to the amount of fees paid by the Customer for the provision of the Products and that if Vrodex were to accept more or additional liability than specified here, the fees would necessarily be significantly higher as a result.
15.4. To the extent permitted by applicable law, Vrodex shall not be liable in any way or compensate the Customer for any damages directly or indirectly resulting from (i) the Customer's failure to install a patch, fix, update, or upgrade; (ii) changes to the Product as described in Article 12.2; and/or (iii) alleged or actual breaches by the Customer of Article 7.
The customer acknowledges and agrees that (i) Vrodex makes no warranties regarding the expected, desired, or achieved results through the use of the products or beta technology, nor that they will be available without interruption, and (ii) the products and beta technology are provided on an "as is" and "as available" basis, without any explicit or implied warranties or conditions. Vrodex hereby disclaims all liability, representations, or warranties concerning the products, whether arising from law or otherwise, including but not limited to (a) the warranty of merchantability or fitness for a particular purpose (including any warranty that the products comply with tax regulations within the customer's jurisdiction), (b) implied warranties arising from trade usage or business practices, (c) warranties regarding ownership or compliance, and (d) statutory remedies available to the customer. Furthermore, Vrodex assumes no responsibility for changes, settings, or adjustments made to the beta technology by or on behalf of the customer. Vrodex expressly disclaims any obligations regarding service level agreements or performance commitments. Notwithstanding any provision in this agreement, nothing herein excludes or intends to exclude mandatory rights or warranties.
The Customer may not assign any of its rights or obligations under this Agreement without prior written consent from Vrodex. Vrodex may assign its rights and obligations under this Agreement without prior consent from the Customer. Subject to the foregoing, the provisions of this Agreement are binding upon and inure to the benefit of not only the parties to this Agreement but also their successors and permitted assigns. Vrodex is free to perform this Agreement, in whole or in part, through one or more subcontractors.
18.1. This Agreement is governed by and interpreted in accordance with the laws of the applicable jurisdiction as specified in Section III below. In the event of a dispute or claim arising out of or related to this Agreement, including its breach or interpretation, the parties agree to submit to the exclusive jurisdiction of the applicable courts as indicated in Section III below. Both parties hereby waive all defenses related to lack of personal jurisdiction and forum non conveniens for claims brought before the aforementioned courts. The party prevailing in any lawsuit or proceeding under this Agreement is entitled, in addition to any other awarded relief, to recover reasonable attorneys' fees, expert costs, and other expenses incurred from the other party.
18.2. Any dispute, claim, or conflict (whether based on contract, tort, statute, or otherwise, and whether involving existing, current, or future claims) arising out of or related to: (i) this Agreement; (ii) the products, services, or equipment provided by Vrodex; (iii) oral or written statements, advertisements, or promotions related to this Agreement or the products, services, or equipment; or (iv) relationships arising from this Agreement (collectively the "Claim") shall be resolved through arbitration rather than through courts. The arbitration shall be conducted by a single arbitrator and in accordance with the commercial arbitration laws and rules of the jurisdiction specified in Section III below, effective on the date of notice.
18.3. The Customer agrees to waive any right to file or participate in a class action lawsuit or representative legal action against Vrodex regarding a Claim, and if applicable, also agrees to opt out of participation in any collective or representative legal action against Vrodex.
18.4. Notwithstanding the foregoing: (i) each party reserves the right to seek injunctive relief or other equitable remedies from a competent court to prevent actual or threatened infringement, misappropriation, or violation of copyrights, trademarks, trade secrets, patents, or other intellectual property rights of a party; and (ii) Vrodex reserves the right to collect Fees owed by the Customer to Vrodex through a competent court or via an extrajudicial collection process.
Products provided or made available by Vrodex to the customer may be subject to U.S. export control laws and economic sanctions. The customer agrees to comply with all relevant laws and regulations, including the laws of the jurisdiction in which the customer is located, regarding access to and use of the products. The customer agrees not to access the product from countries where delivery is prohibited under U.S. or other applicable regulations (a “Prohibited Country”) and not to grant access to governments, organizations, or individuals in such a country. The customer further confirms that (i) they are not a resident of, or a business established in, a Prohibited Country; and (ii) they will not allow third parties to use the product in violation of U.S. or other applicable export bans, embargoes, or restrictions.
20.1. If one or more provisions of this agreement are declared invalid, illegal, or unenforceable to any extent by a competent court, this will not affect the validity, legality, and enforceability of the remaining provisions of the agreement.
20.2. The Customer may send all notices, statements, and other communications to Vrodex at the following address:
Vrodex
Obrechtstraat 55-D
2517VM The Hague
The Netherlands
With a mandatory copy to: legal@vrodex.com
This provision does not apply to the service of legal proceedings or other documents related to a lawsuit, or, where applicable, arbitration or another form of dispute resolution.
20.3. Vrodex may notify the Customer via email, a notification on its website, a message within the product, or by mail or courier service.
20.4. During the term of this agreement, the Customer grants Vrodex a royalty-free license to use, display, and mention the Customer's name and trademarks in communications such as publications, press releases, stories, websites, social media posts, and public announcements for the promotion, marketing, distribution, and visibility of the Vrodex brand, activities, and products (collectively referred to as the “materials”). Upon termination of this agreement, the Customer may request the removal of their name and trademarks from the materials. This request must be submitted via email to info@vrodex.com.
20.5. Neither party shall be deemed negligent or held responsible for delays or failure to perform this agreement (excluding payment obligations) due to circumstances such as force majeure, fire, natural disasters, accidents, government interference, shortages of materials, transportation or communication disruptions, or obstacles faced by suppliers of goods or services, or any other reason beyond their reasonable control.
20.6. This agreement, including the relevant order form, acceptable use policy, infringement policy, privacy policy, and data processing agreement, constitutes the entire agreement between the parties regarding this subject matter and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, arrangements, or agreements related to it.
20.7. In case of any discrepancy or conflict between the provisions of this agreement and those of the order form, the provisions of the order form shall prevail.
20.8. Vrodex reserves the right to modify this agreement at any time, including changes in rates and scope of products, subject to a notice period of thirty (30) days.
20.9. The Customer has reviewed, understood, and accepted the provisions of this agreement and has either sought legal advice before signing or knowingly waived their right to consult legal counsel prior to signing the agreement.
20.10. The parties acknowledge and agree that (i) any non-Dutch version of this agreement is an informal translation provided solely for informational purposes; (ii) the binding agreement between the parties is drafted in Dutch (via the following reference: https://www.vrodex.com/nl/legal/vrodex-service-agreement/); and (iii) in case of any discrepancies, the Dutch version shall prevail.
21.1. The software may display advertisements or promotions from third parties within the dashboard or other parts of the application. These advertisements are shown to support the maintenance and further development of the software. Customers can opt for an ad-free version of the software at an additional cost by submitting a request via info@vrodex.com.
21.2. Advertisements are placed in such a way that they do not interfere with the functionality of the software. Vrodex reserves the right to modify or expand this functionality.
21.3. The display of advertisements does not imply approval, recommendation, or endorsement of third-party products or services by Vrodex.
21.4. Advertisements may be personalized based on aggregated, non-identifiable usage data. For further details, please refer to our Privacy Policy.
22.1. The Customer acknowledges and agrees that Vrodex has the right to monitor, record, and analyze all user sessions within the system. This is done solely for the purpose of:
Recorded sessions may be replayed and analyzed to diagnose malfunctions, errors, or other operational problems. This data is used exclusively in accordance with Vrodex's Privacy Policy and is not shared with third parties unless required by law. These recorded sessions are not accessible to the Customer.
The Customer understands that this monitoring is essential for providing high-quality support and ensuring optimal system performance. By using the Products, the Customer agrees to this monitoring and processing.
22.2. All information provided by the Vrodex system, including but not limited to revenue figures, reports, and other data from any of Vrodex's Products (as a standalone module or part of another Vrodex Product), must be carefully reviewed by the Customer before being used or processed. The Customer acknowledges that such data is provided for indicative purposes only and that Vrodex is not liable for any errors or omissions in the displayed data.
If the Customer uses the provided information without verification, they accept full responsibility for any resulting consequences, including but not limited to fines, losses, or other costs. Vrodex shall not be held liable in such situations.
1.1. Ownership of URL/Domain Name
The Customer retains ownership of the URL and/or domain name applicable to any website used by the Customer in connection with Vrodex Bookings (“Customer Site”). Any associated costs will always be borne by the Customer.
1.2. Publishing Rights
The Customer represents and warrants that the Customer and all Users are currently and will remain fully authorized throughout the Term to publish all materials intended for publication on the Customer Site, including but not limited to text, logos, photos, and other images, and to authorize Vrodex to publish these on behalf of the Customer without requiring further permission from or payments to any third party.
1.3. Integrations with Social Media and External Services
For Customers in certain countries, certain functionalities of the Product, such as the online booking feature, may be added to Google Reserve or social media networks such as Facebook, Instagram, or TikTok (“Social Media Network”). By connecting the Customer's account with a Social Media Network account, the Customer acknowledges and agrees that they consent to the ongoing release of information to others, including the Social Media Network (in accordance with their privacy settings on the Social Media Network and Vrodex account settings). Vrodex and the Social Media Networks continuously make changes and improvements to this feature; therefore, the available functionalities and shared information may change from time to time without prior notice.
1.4. Limitation of Liability
All information displayed in Vrodex Bookings or other parts of the system, including but not limited to reservations, availability, and customer data, is provided based on data supplied by the Customer and/or third parties. Vrodex makes no guarantees regarding the accuracy, completeness, or error-free nature of this information.
The Customer acknowledges and agrees that:
2.1. If the Customer's Order Form includes the purchase of router(s), or if existing router(s) are used that are suitable for the proper functioning of the products and/or services provided by Vrodex, the Customer agrees (and ensures that Users agree) that the use of such routers is governed by the Vrodex Service Agreement and the associated End User License Agreement.
In the event that the Customer or its Users violate the terms of agreements from manufacturers of these routers, and such violations are directly related to the use of the routers in combination with Vrodex products and services, the Customer shall indemnify, defend, and hold harmless Vrodex and its officers, employees, and agents from all reasonable costs and damages, including legal fees, directly arising from such violations.
2.2. When the Customer's Order Form includes on-site installation and/or remote installation (collectively “Implementation Services”), the Customer acknowledges that these Implementation Services are provided at a fixed rate and include specific predefined services. For on-site installation, the quoted price is an estimate based on expected labor and material costs required for the technician to complete the installation. Additional costs may be calculated per situation to complete the Implementation Services, including but not limited to: (i) additional hardware; (ii) cabling work; (iii) required cabling materials; and (iv) performing services that deviate from explicitly stated components of the Implementation Services (e.g., non-standard menu setups outside of using the provided menu template) (collectively “Additional Implementation Costs”). If additional services leading to extra Implementation Costs are required, Vrodex will provide a quote to the Customer based on time and materials. The Customer is responsible for meeting all location requirements to avoid cancellation of scheduled Implementation Services. If Implementation Services are canceled by the Customer for any reason with less than forty-eight (48) hours prior written notice, Vrodex will charge cancellation fees per canceled appointment, which the Customer agrees to pay.
2.3. Regardless of any other provisions in Article 5 of this Agreement, the following payment terms apply:
3.1. If the Customer agrees to purchase Point of Sale equipment and associated accessories (“Hardware”), they are required to pay the purchase price specified in the Order Form, Signed Quote, or Order. This also includes any shipping costs, import duties, administrative fees, and applicable taxes, such as sales tax, use tax, VAT, or similar levies. Delivery of the Hardware is subject to availability and will be shipped once payment has been fully received, or if the Customer opts for installment payments and has signed this proposal granting Vrodex permission to perform automatic debits for the purchased Hardware.
Vrodex reserves the right to deliver a comparable product with the same functionalities if the originally ordered item is unavailable. All purchases of Hardware are final and cannot be returned. The Customer must inspect the delivery within five (5) business days of receipt for completeness and accuracy. Any inaccuracies reported after this period can no longer be remedied under the product warranty as described in this article.
3.2. In addition to the standard manufacturer's warranty, Vrodex offers the Customer an additional warranty on new Hardware. This warranty ensures that the Hardware is free from material and manufacturing defects for a period of thirty (30) days after shipment to the original end user (“Warranty Period”). This warranty is exclusive to the Customer and non-transferable.
If repair or replacement is not possible within a reasonable timeframe, Vrodex offers alternatives such as temporary replacement equipment or a pro-rata refund. If repair or replacement is not feasible, Vrodex may refund the purchase amount paid by the Customer for the Hardware. Returned Hardware must be in its original condition, including packaging and all accessories. Return shipping costs are borne by the Customer, and Vrodex reserves the right to charge a restocking fee.
After the Warranty Period expires, the Customer is responsible for any repairs or replacements through the manufacturer, adhering to return procedures and contact information provided with the Hardware.
Vrodex's warranty does not apply to:
3.3. Vrodex may assist and advise the Customer in setting up and configuring their network if desired. However, full responsibility for managing and operating the network always remains with the Customer. Vrodex cannot be held liable at any time for network failures or internet connection issues, nor for any costs or damages directly or indirectly resulting from such failures.
3.4. Repair or replacement constitutes the sole remedies available regarding hardware purchases by the Customer. Vrodex, including its resellers and distributors, hereby disclaims all other warranties, conditions, and representations, whether explicit or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or compliance with quality standards.
Vrodex Payments is an integrated service within Vrodex, aimed at facilitating payment processing, similar to common practices among other payment processors. The services include processing payments through methods and infrastructure supported by Vrodex.
The prices and rates applicable to the services provided by Vrodex are explicitly stated in the quote, proposal, order, or order form. These prices are binding. Any prices listed on the website or elsewhere on the internet are for indicative purposes only and cannot be considered legally enforceable rates.
Vrodex is in no way responsible or liable for loss of revenue, lost profits, or other incurred costs resulting from technical malfunctions, delays, network issues, or other circumstances affecting the operation of Vrodex Payments. The Customer acknowledges and accepts that the risk of such events lies entirely with them and indemnifies Vrodex from claims or damages related to such situations.
By using Vrodex Payments, the Customer agrees to these terms and confirms that they fully understand and accept them.
If the Customer's Order Form includes access to the Vrodex APIs, their use is governed by the Vrodex API License Agreement, available at https://dev.vrodex.com/terms (the “API Agreement”). The terms of this agreement are part of the general terms and conditions.
Restrictions or revocations of API access will be based on objective criteria, such as violations of the API Agreement or security risks. Vrodex will inform the Customer in advance unless urgent circumstances make this impossible.
If the Customer engages an external developer to integrate with the Vrodex APIs on their behalf, this developer must enter into their own agreement with Vrodex and obtain approval.
The Customer remains fully responsible for the actions or omissions of the engaged external developer as if they were performed by the Customer themselves and must comply with all terms outlined in the API Agreement.
6.1. If the Customer uses the shipping label function of Vrodex, Vrodex, possibly together with designated third parties, acts solely as an intermediary between the Customer and the transport company (e.g., DHL). This enables the Customer to purchase shipping options and print shipping labels. Although Vrodex provides support during the process of purchasing and printing shipping labels, the Customer remains fully responsible for the shipment to their customers. Vrodex assumes no responsibility for the collection, transportation, delivery, or otherwise handling of shipments.
6.2. The use of delivery services by the Customer is subject to the applicable terms and conditions of the respective transport company, as well as all applicable local and international shipping and customs regulations, including additional costs, taxes, and duties. If such costs are charged to Vrodex by a competent authority due to the use of the shipping label function by the Customer, the Customer agrees to fully reimburse these costs to Vrodex within seven (7) days of receiving the payment request.
6.3. To use the shipping label function of Vrodex, it is necessary for the Customer to link a valid payment method to their account. The Customer hereby authorizes Vrodex to settle all costs arising from the use of this function via the specified payment method. If a payment is not accepted or Vrodex is unable to collect the costs in any other way, the Customer will not be able to purchase new shipments until all outstanding costs have been fully paid.
6.4. The Customer understands and agrees that the use of the shipping label function of Vrodex, including all data transmitted to or stored by Vrodex, is subject to the provisions of the Vrodex Privacy Policy. Furthermore, each selected transport company is responsible for processing data according to their own privacy policy.
7.1. General provisions
The Vrodex Service Pack is an additional service from Vrodex designed to provide customers with flexible support for specific tasks that are not covered under standard support. The service contract aims to provide customers with affordable access to assistance with adjustments and advice. The provisions in this article apply to the use of the Vrodex Service Pack.
7.2. Costs and usage
7.2.1. Monthly costs: The costs of the Vrodex Service Pack can be found on our website, Agreement, Order Form, or Purchase Form. However, the agreed price as stated in the Agreement, Order Form, or Purchase Form is binding. Prices mentioned elsewhere are purely indicative.
7.2.2. Included services: The service contract provides customers with up to 30 minutes of support per month.
7.2.3. Extra usage: If the work exceeds 30 minutes, an hourly rate of €70 excluding VAT will be charged for the additional time.
7.2.4. Fair use policy: The use of the Vrodex Service Pack must be reasonable and proportional. Abuse or improper use grants Vrodex the right to charge additional fees or terminate the contract.
7.3. Services included in the Vrodex Service Pack
The Vrodex Service Pack includes the following tasks:
7.4. Services excluded from the Vrodex Service Pack
The following tasks are not included in the Vrodex Service Pack and are provided as standard support:
7.5. Rates without a service contract
Customers who do not use the Vrodex Service Pack pay an hourly rate of €90 excluding VAT for the aforementioned tasks.
7.6. Payment and invoicing
7.6.1. The monthly costs of the Vrodex Service Pack are invoiced in advance.
7.6.2. Any additional work beyond the included 30 minutes will be invoiced afterward based on the agreed hourly rate.
7.7. Duration and termination
7.7.1. The agreement for the Vrodex Service Pack is entered into for a period of one year.
7.7.2. After this term, the agreement is tacitly renewed for another period of one year unless the customer terminates it in writing at least one month before the end date.
7.7.3. Vrodex reserves the right to change the terms or rates of the Vrodex Service Pack. In case of changes, customers will be notified at least 30 days in advance. Customers have the right to terminate the agreement within this period if they do not agree with the changes.
