Terms of Service

1. About these Terms

1.1 These Terms of Service ("Terms") are a contract between Elevantiq GmbH, trading as Vendure, a company registered at the Regional Court of Innsbruck under FN 506751 y, VAT ID ATU74103169, Pass-Thurn-Straße 23, 6372 Oberndorf in Tirol, Austria ("Vendure", "we", "us"), and the business that creates a Customer Account ("Customer", "you").

1.2 You accept these Terms by ticking the acceptance box and creating a Customer Account in Vendure Console. The person who does this confirms that they are authorised to bind the Customer. These Terms then apply to every trial and Subscription under that Customer Account.

1.3 These Terms consist of this document and the Refund and Cancellation Policy at vendure.io/company/refund-policy. The pricing page at vendure.io/pricing describes the Plans and their prices. If these documents conflict, these Terms win over the Refund and Cancellation Policy, and both win over the pricing page.

1.4 These Terms cover the self-serve Plans: Starter, Growth and Scale. Enterprise is offered under a separately negotiated agreement. If you sign an Enterprise agreement for a Project, it replaces these Terms for that Project from the date it starts. From that date, the remaining instalments of any annual commitment for that Project are no longer owed.

1.5 We publish every version of these Terms with its version string and effective date.

2. Definitions

"Billing Admin" means a user of a Customer Account whom the Customer has given authority to buy, change and cancel Subscriptions and to manage payment details.

"Billing Profile" means a set of billing details in the Customer Account (legal name, address, tax identification number, billing currency and payment method) that Subscriptions are invoiced to.

"Cloud Launch Date" means the date we announce, by email to Billing Admins and on vendure.io, that Vendure Cloud is generally available.

"Commercial Plugins" means the proprietary plugins and capabilities Vendure makes available that are not published as open source.

"Console" means Vendure Console, the web application in which you manage your Customer Account, Projects and Subscriptions.

"Customer Account" means your account in the Console. It represents the Customer as the contracting and paying business.

"Enterprise" means our separately negotiated offering for larger customers.

"Plan" means one of the self-serve plans (Starter, Growth or Scale).

"Project" means one Vendure application licensed under one Subscription. In production it runs against one database. Any number of server and worker instances, and any read replicas, failover copies or restores of that database, count as the same Project. Each separate production database needs its own Subscription. One Project may serve several businesses, for example through separate channels.

"Subscription" means a paid subscription to a Plan for one Project.

"Vendure Cloud" means Vendure's managed hosting service for Vendure applications, including its closed beta.

"Vendure Cloud Terms" means the terms for Vendure Cloud that we publish and that you accept when you activate Vendure Cloud.

"Vendure Core" means the open-source Vendure framework.

3. Who can use the self-serve Plans

3.1 Businesses only. The self-serve Plans are for businesses. You confirm that you are buying for an existing business, trade or profession, and not as a consumer. We do not contract with consumers, and the self-serve Plans are not available to people buying before their business exists.

3.2 Countries. The self-serve Plans are available only to customers whose billing address is in a country the Console offers at signup.

3.3 Accurate details. You must give your correct legal name, address and, where you have one, tax identification number, and keep them up to date in the Console. You are responsible for the accuracy of this information.

3.4 Billing Profiles for other businesses. You may set up a Billing Profile in the name of another business, for example a client, so that its Subscriptions are invoiced to that business. You confirm that you may do so. You remain the contracting party and stay liable for all amounts due under every Billing Profile in your Customer Account, whoever the invoice names.

4. Customer Account and users

4.1 You are responsible for what is done through your Customer Account, unless you were not at fault or it happened after you told us about unauthorised access. Tell us without delay at contact@vendure.io if you suspect unauthorised access.

4.2 You decide which users are Billing Admins. Technical access to a Project does not give a user the right to buy, change or cancel a Subscription.

4.3 Each Project has one Subscription. You cannot move a Subscription or a trial to another Project yourself. If a Project was set up by mistake, contact us. We may be able to correct it.

4.4 Agencies. If you built a Project for a client, you may ask us to transfer the Project and its Subscription to that client's own Customer Account. The client must accept these Terms. Contact us to arrange the transfer. If we agree to a transfer, we aim to keep any commitment and the price guarantee for early subscribers.

5. Trials

5.1 You can try one Plan free for 14 days on one Project, once per Customer Account. Starting a trial requires a payment method. You can change Plan during the trial, with immediate effect. The trial end stays the same. We may extend a trial.

5.2 The trial ends 14 days after it starts, unless we extend it. It converts automatically into a paid Subscription for the Plan and commitment you selected when it ends, or earlier if you choose to start paying in the Console. We charge the first payment on conversion, and the paid term starts on that day.

5.3 You can cancel a trial free of charge at any time before it ends, in the Console. Nothing is charged for a cancelled trial, and you keep access until the trial ends.

5.4 Trials are for evaluation in non-production environments only. You must not use a trial to serve real customer traffic or process real customer orders.

5.5 During a trial, we grant you the licence in 10.2 for non-production use only. It ends when the trial ends, unless the trial converts into a paid Subscription.

6. Plans, commitments and payment

6.1 Commitments. Each Plan is offered with two commitments:

(a) Annual commitment: a 12-month commitment, billed in 12 monthly instalments, at a lower monthly price than the monthly commitment.

(b) Monthly commitment: month to month, billed monthly, at the higher published monthly price.

6.2 Renewal. Subscriptions renew automatically for the same commitment: an annual commitment for a further 12 months, a monthly commitment for a further month. We aim to remind Billing Admins of an annual renewal about 30 days and 7 days before it takes effect. A missing reminder does not affect the renewal.

6.3 Our right not to renew. We may decide not to renew a Subscription by telling the Billing Admins at least 60 days before an annual renewal, or 30 days before a monthly renewal. If we do, the Subscription ends at the end of the current commitment.

6.4 Our right to terminate on notice. We may also terminate a Subscription for any reason on 90 days' notice to the Billing Admins. The remaining instalments of an annual commitment then stop, and we refund any fees paid for the period after the Subscription ends. After it ends, you may keep using the Commercial Plugins for a further 90 days, free of charge, while you migrate. Section 10.11 then applies.

6.5 Payment. You pay by the payment methods offered at checkout. We may add or remove payment methods over time. You authorise us and our payment processor, Stripe, to charge your saved payment method for every amount due under these Terms, on each billing date.

6.6 Currency. Your billing country sets the billing currency: euros for the European countries listed at checkout, US dollars for all others. It is set per Billing Profile and cannot be changed later for that Billing Profile.

6.7 Failed or disputed payments. If a charge fails, we notify the Billing Admins and retry it. If it still fails, you must pay the open invoice in the Console. We may also let you pay it by bank transfer within 14 days. You keep full service for 30 days from the failed charge. If the amount is still unpaid after those 30 days, we close access to the Commercial Plugin packages and give you a further 7 days' grace, during which your installed software keeps running. If the amount is still unpaid at the end of the grace period, we may terminate the Subscription. If you dispute a charge for an amount that is due, that amount counts as unpaid from the date of the dispute, and the rest of this section applies.

The 30-day period and the grace period do not apply to the first payment after a trial. Until that payment is made, the licence in 10.2 does not apply, and the trial licence ends when the trial ends (5.5).

6.8 Late payment and termination for non-payment. Overdue amounts carry interest at the statutory rate for business transactions (§ 456 UGB). If we terminate for non-payment, the remaining instalments of an annual commitment become due at once, as payment for the committed term. We charge them to your saved payment method, with any VAT that applies. After termination, you can subscribe again once the arrears are paid.

6.9 Invoices. We issue invoices electronically and make them available in the Console. You agree to receive invoices electronically.

6.10 Set-off. You may set off only claims that we have acknowledged or that a court has finally established.

7. Taxes

7.1 Prices exclude VAT, GST, sales, use and similar taxes and duties. Where we must collect them in your country, we add them. Otherwise you account for any that apply. Currency conversion and bank fees are yours.

7.2 With and without a VAT ID. If you give us a valid VAT identification number and the reverse charge applies, we invoice without VAT and you account for the tax. If you give us none, or we cannot verify it, we charge the VAT that applies to a buyer without one in your country. Where a tax applies in your country that we do not collect, you account for it. A VAT number applies from the date we verify it. We are not required to reissue earlier invoices.

7.3 Wrong tax details. If your VAT number or any other information about your tax status or location turns out to have been wrong, we may invoice you separately for the VAT and other taxes that should have applied.

7.4 Tax identification numbers. If you give us a tax identification number, you confirm that it is yours and valid, and you must tell us within 14 days if it stops being valid.

7.5 Invalid tax details. If we find that a stored VAT number is invalid, we may ask you to correct it. If you do not correct it within 14 days, we may remove the number, charge VAT under 7.2 and 7.3, and, if you still do not correct it, terminate your Subscription on notice.

7.6 Withholding tax. If the law requires you to withhold or deduct tax from a payment, you must increase the payment so that we receive the full amount we would have received without the withholding, and send us the withholding receipts. This does not apply to our own income taxes.

8. Plan changes and cancellation

8.1 Upgrades take effect immediately. We charge the prorated difference for the rest of the current billing period. An upgrade does not restart your commitment. The remaining instalments are charged at the higher Plan's price, and the Subscription renews on its existing renewal date. An upgrade combined with a move from an annual to a monthly commitment takes effect at the next renewal (8.3).

8.2 Downgrades take effect only at the end of the current commitment. Before then, you must stop using the capabilities of the higher Plan in production. The Console checks this and shows you what still needs to change. A final check runs in the days before the end of the commitment. If it does not pass, for example because a capability of the higher Plan is still in use or a production installation does not report, the downgrade does not take effect, and your Subscription renews on your current Plan for a further commitment of the same length, 12 months on an annual commitment. We aim to warn the Billing Admins by email when the final check fails and when a downgrade is blocked. A missing warning does not affect the renewal. We do not delete your data because of a downgrade. During a trial, a change to a lower Plan applies immediately (5.1).

8.3 Changing commitment. You can move from a monthly to an annual commitment at any time. A new commitment starts on the day of the change and ends at the end of the first billing period that completes 12 months. A move from an annual to a monthly commitment takes effect at the next renewal.

8.4 Cancellation. A Billing Admin can cancel a Subscription at any time in the Console. Cancellation stops the next renewal. The Subscription stays active until the end of the current commitment: the current monthly billing period on a monthly commitment, the current 12-month term on an annual commitment. You can reverse a cancellation before it takes effect, as long as no payment is overdue.

8.5 Cancelling an annual commitment. Cancelling during an annual commitment stops it renewing. It does not end the commitment early. We keep charging the monthly instalments until the 12-month term ends, and you keep access until then.

8.6 Refunds are governed by the Refund and Cancellation Policy.

9. Prices and price changes

9.1 The price of your Plan is fixed for the current commitment: one month on a monthly commitment, 12 months on an annual commitment.

9.2 We may change published prices. We tell Billing Admins by email at least 30 days before a change applies to you. A change applies from your next commitment period: the next month on a monthly commitment, the next renewal on an annual commitment.

9.3 Section 9.2 is subject to the price guarantee for early subscribers in 14.6.

10. Licence

10.1 What is licensed. Each Subscription licenses, for one Project, only the Commercial Plugins and capabilities included in its Plan at the time, as listed on the pricing page. Commercial Plugins and capabilities that are not included in your Plan are not licensed, even if they are technically reachable.

10.2 Grant. While the Subscription is active, including the periods in 6.7, and during the migration period in 6.4, we grant you a non-exclusive, non-transferable licence to install and use the Commercial Plugins of your Plan with Vendure Core for the Project:

(a) in production, against the Project's production database, on any number of server and worker instances; and

(b) in any number of development, staging and test environments.

(c) Vendure Core. For the same period, we also license Vendure Core to you for the Project on these Terms, as an alternative to its open-source licence. Under this licence, the conditions of the open-source licence do not apply to your use and modification of Vendure Core for the Project. Sections 11 and 21 apply only to the Commercial Plugins.

10.3 Authorised users. Your employees and contractors may use the Commercial Plugins, and Vendure Core under 10.2(c), including an agency or systems integrator building the Project on your behalf. You are responsible for their compliance with these Terms.

10.4 Plan contents change over time. We develop the Plans. We may add Commercial Plugins and capabilities to a Plan at any time. We may change, replace or remove Commercial Plugins and capabilities where this is reasonable for you, taking our legitimate interests into account. Valid reasons include, for example, technical or product development, security, legal requirements, a third-party service a plugin depends on becoming unavailable, or low use of a capability across our customers. We give Billing Admins at least 30 days' notice by email before a change that materially reduces a Plan takes effect, unless a security or legal problem makes that impossible. The pricing page always shows the current contents of each Plan.

10.5 If a change materially reduces your Plan. If a change under 10.4 materially reduces what your Plan includes, and we offer no reasonable replacement, you may cancel the Subscription with effect from the date of the change. The remaining instalments of an annual commitment then stop, and we refund any fees paid for the period after the change. You must use this right before the change takes effect, or within 30 days after it if we could not give notice in advance.

10.6 Restrictions. You must not:

(a) sublicense, sell, resell, transfer or distribute the Commercial Plugins, except as section 4.4 allows;

(b) modify the source code of the Commercial Plugins, except through the published APIs and extension points described in the documentation at docs.vendure.io, or to apply patches for bug fixes or compatibility for the Project;

(c) reverse engineer, decompile or disassemble the Commercial Plugins, except where the law permits it despite this restriction;

(d) use the Commercial Plugins to provide services to third parties, other than through the Project to your own customers, to other businesses the Project serves or, if you are an agency or systems integrator, to the client you build and run the Project for; or

(e) disable, work around or interfere with the licence check in 10.7, or change what it reports, except through the emergency boot feature in the Console.

10.7 Licence check. The Commercial Plugins check the licence with our servers when they start and about once an hour. The check doesn't send the content of your database. In production, the licence check shuts down the Vendure server and worker processes, and stops them starting again until the problem is fixed, if the licence is invalid, expired or revoked, if it is already in use by another production database, or if it can't be checked for 7 days. A running production system stops only when a second check about 15 minutes after a refusal confirms it. An outage on our side doesn't stop it within those 7 days. Development, staging and test environments need a successful licence check at least once every 24 hours. Otherwise they stop too, including within 24 hours after a trial or Subscription ends. You can see the licence status in the Console and in the Vendure Dashboard, and warnings appear in your application logs. About once a day, your installations may also report the installed versions of Node.js, Vendure Core and Vendure Platform.

Before a downgrade takes effect, your installations also report which Commercial Plugin modules are configured and counts of pending work they hold, but no records (8.2).

In development, staging and test environments, the Commercial Plugins may also send us a usage report about once a day. It contains ranges for the orders placed in the last 7 and 30 days and for the customers who ordered in the last 30 days, the codes of the payment methods used, whether known payment integrations run in live or test mode, and basic system information such as the cloud provider. It contains no customer data, order data, amounts or names. We use it to detect production use of a non-production environment, and we may tell you in the Console, by email and in the Vendure Dashboard when a report suggests it. Switching off Vendure Core telemetry with VENDURE_DISABLE_TELEMETRY does not stop this report or the version report.

10.8 One production database per Subscription. Each production database needs its own Project and Subscription. The licence check refuses a second production database on the same licence. On request, you confirm in writing which Projects you run in production.

10.9 Open source. Vendure Core stays available under its open-source licence, and you may use it under that licence instead of 10.2(c). Nothing in these Terms restricts your rights under that licence, and ending a Subscription does not affect them. When a Subscription ends, the licence in 10.2(c) ends with it, and the open-source licence applies from then on. The Commercial Plugins may include third-party open-source components. Their own licences apply to those components, and nothing in these Terms limits your rights under them.

10.10 Ownership. We keep all rights in the Commercial Plugins. You keep all rights in your own code, configuration and data. We may use feedback you give us about Vendure products without restriction.

10.11 After the Subscription ends, you must stop using the Commercial Plugins and remove them from all environments, and confirm this in writing if we ask.

10.12 Beta and preview features. We may offer Commercial Plugins or capabilities marked as beta, preview or early access. They are optional, provided as they are, and may change or be withdrawn at any time. Sections 10.4, 10.5 and 21 do not apply to them.

11. IP claims

11.1 If a third party claims that the Commercial Plugins, as supplied by us and used under these Terms, infringe its intellectual property rights, or if we think such a claim is likely, we may at our option and expense:

(a) secure your right to keep using the Commercial Plugins;

(b) change them so they no longer infringe, without a material loss of function; or

(c) if neither is reasonably possible, end the affected Subscription and refund the fees paid for the period after it ends. The remaining instalments of an annual commitment then stop.

11.2 Any further liability for such claims is governed by section 22.

12. Acceptable use

12.1 You must not use the Commercial Plugins or the Console to:

(a) break any law, or infringe anyone's rights;

(b) sell or distribute illegal goods, or content that is illegal where you offer it;

(c) send spam or run phishing or fraud;

(d) distribute malware, or attack, probe or disrupt any system, including ours; or

(e) get around usage limits, access controls or the licence check.

12.2 If you break this section, we may suspend the affected service under section 18.1. The Vendure Cloud Terms set out further rules for Vendure Cloud.

13. Support

13.1 We provide support for the self-serve Plans on a reasonable-efforts basis, through the channels listed in the Console.

13.2 The self-serve Plans include no service level agreement. They carry no guaranteed response time, resolution time, uptime or service credit. Service levels are available only under an Enterprise agreement.

13.3 Support does not include custom development, implementation, migrations, code review, or debugging of your own code or storefront.

13.4 Please use test or anonymised data when you ask for support. If we need access to personal data of your customers or users, section 16 applies.

14. Vendure Cloud

14.1 Every paid Subscription includes the right to join the closed Vendure Cloud beta while the Subscription stays paid. You don't need to apply. Trials do not include this right.

14.2 The beta is not available yet. We decide when it opens, and for which Projects first. We will tell Billing Admins by email or in the Console when it opens for your Project. Whether you use it is your choice.

14.3 You start using the beta by activating Vendure Cloud for a Project in the Console. When you activate it, you accept the Vendure Cloud Terms and the Vendure Cloud data processing agreement, and we show you the information the EU Data Act requires before you accept.

14.4 During the beta, your Plan price stays the same. What Vendure Cloud includes in your Plan, and the prices for usage above that, are published before you activate it and set out in the Vendure Cloud Terms. Usage above what your Plan includes may be charged in addition to your Plan price, as the Vendure Cloud Terms describe.

14.5 Using Vendure Cloud is optional. You can always self-host instead, and stopping Vendure Cloud never ends your Subscription.

Price guarantee for early subscribers

14.6 Vendure Cloud will be added to the Plans. If your Project's first paid Subscription started before the Cloud Launch Date, your base Plan price stays the same until 12 months after the Cloud Launch Date, as long as you stay subscribed.

14.7 If you change Plan or commitment, the price of the new Plan or commitment on the day your Project first subscribed applies instead. The guarantee covers the base Plan price only. It does not cover usage above what a Plan includes, extra services, or taxes.

14.8 The guarantee ends for good if your Subscription ends because you cancelled it, or because we terminated it for non-payment. A cancellation you reverse before it takes effect does not end it, and neither do the 30-day period and 7-day grace period in 6.7. If your Subscription ends because we did not renew it (6.3), we terminated it on notice (6.4), or you cancelled it after objecting to a change (20.3), the guarantee is restored if you subscribe the same Project again within 30 days.

14.9 The guarantee belongs to the Project and moves with it under 4.4. It cannot be split between or copied to other Projects. We may make changes that the law, tax rules, sanctions or security require. If we rename or replace a Plan, a commercially equivalent successor Plan carries the remaining guarantee.

15. Data protection

15.1 We process personal data about you and your users, such as account, billing and tax records, as a controller. Our Privacy Policy at vendure.io/company/privacy-policy explains how.

15.2 Where we process personal data on your behalf, section 16 applies. If your company needs a more detailed data processing agreement, email legal@vendure.io and we will provide our full agreement, which then replaces section 16 between us.

16. Processing personal data on your behalf

16.1 When this applies. This section is the data processing agreement under Article 28 GDPR for cases where we process personal data on your behalf with the self-serve Plans. That happens mainly when you give our support team access to data, logs or systems that contain personal data of your customers or users. Vendure Cloud is covered by its own data processing agreement (14.3). This section also serves as the processor or service-provider terms required by other data protection laws that apply to the data, including UK GDPR. We do not sell or share the data, or use it for anything other than the support you asked for.

16.2 What we process. We process the personal data you give us access to, which may cover your customers, users, employees and contractors, and any category of personal data in your Project. The processing consists of accessing, reviewing and temporarily storing that data, only to provide the support you asked for and for as long as that takes.

16.3 Instructions. We process the data only on your documented instructions, which are these Terms and your support request, unless the law requires otherwise. In that case we tell you first, unless the law forbids it. We tell you if we think an instruction breaks data protection law.

16.4 Confidentiality and security. Everyone who processes the data for us is bound by confidentiality. We protect the data with appropriate technical and organisational measures, including access limited to the staff handling your request, encryption in transit, and deletion of copies once we no longer need them for the support request.

16.5 Subprocessors. You authorise us to use subprocessors. We give you the current list on request at legal@vendure.io. If you have asked for it, we tell you at least 30 days before adding or replacing a subprocessor, and you may object on reasonable data protection grounds. If we cannot resolve the objection, we will not use that subprocessor for your data, and you may stop sending us personal data for support. We impose equivalent data protection obligations on each subprocessor and remain responsible for it.

16.6 Assistance. Taking into account the nature of the processing, we help you respond to requests from data subjects and meet your obligations under Articles 32 to 36 GDPR.

16.7 Breaches. We tell you without undue delay after we become aware of a personal data breach affecting the data, with the information we have.

16.8 Transfers. We transfer the data outside the EEA only where Chapter V GDPR allows it, for example under an adequacy decision or the EU standard contractual clauses.

16.9 Deletion or return. Once we no longer need the data for the support request, we delete it and any copies, or return them to you if you ask us to before then, unless the law requires us to keep them.

16.10 Audits. We give you the information you need to check that we comply with this section. If that is not enough, you may audit us once a year, with 60 days' notice and at your own cost, and more often only where a supervisory authority requires it.

16.11 What we learn. We may use what we learn from support requests, without personal data, to improve our products, documentation and support.

17. Confidentiality

Subject to section 25, each party keeps the other's non-public information confidential, uses it only for this contract, and protects it with at least the care it uses for its own confidential information. This does not apply to information that is public, already known to the recipient, received lawfully from a third party, or that the law requires to be disclosed.

18. Suspension and termination

18.1 Suspension. We may suspend access to the affected service, in proportion to the problem, if you break section 10.6 or section 12, if your use creates a security risk, or if the law requires it. We tell you why, unless the law forbids it, and restore access without undue delay once the cause is fixed.

18.2 Termination by either party. Either party may terminate the affected Subscription on notice if the other commits a material breach relating to it and does not fix it within 30 days of being told about it. If the breach affects all Subscriptions, the party may terminate these Terms as a whole. This does not limit either party's right to terminate for good cause under the law.

18.3 Termination by us. We may also terminate on notice:

(a) for non-payment, as described in 6.7;

(b) for invalid tax details, as described in 7.5;

(c) for a sanctions breach, as described in section 19; or

(d) immediately, if you breach 10.6(a), (c) or (e), or wilfully breach 10.6(b) or (d).

18.4 Effect. When a Subscription ends, section 10.11 applies, after any migration period under 6.4.

(a) The remaining instalments of an annual commitment stop, and we refund fees paid for any period after the end, if the Subscription ends because:

• you terminate under 18.2 for our breach, or for good cause attributable to us;
• you cancel under 10.5, 20.3 or 21.2;
• we end it under 6.4 or 11.1(c); or
• either party ends it under section 23.

(b) If we terminate for non-payment (6.7), section 6.8 applies.

(c) If we terminate under 18.3(b) or (c), for invalid tax details or a sanctions breach, amounts due up to the date of termination stay payable.

(d) If we terminate under 18.2 for your breach, or under 18.3(d) for a licence breach, amounts due up to the date of termination stay payable. The remaining instalments of an annual commitment become due at once, as payment for the committed term, and we charge them to your saved payment method, with any VAT that applies (as in 6.8).

(e) If you cancel under 8.4, the Subscription runs to the end of its commitment and all instalments up to then stay payable.

18.5 Survival. Sections 6.4, 6.7, 6.8, 7, 10.10, 10.11, 14.8, 15, 16, 17, 18.4, 19, 21, 22, 24, 25 and 26 survive the end of these Terms.

18.6 Closing your Customer Account. You can ask us to close your Customer Account at any time once all its Projects are archived and it has no active Subscription, in the Console or by emailing legal@vendure.io. We handle the request manually, without undue delay. These Terms then end, subject to 18.5. The Privacy Policy explains which records we must keep after closure.

19. Sanctions

19.1 You confirm that:

(a) you, your owners and your managers are not subject to EU, UN, UK or US sanctions;

(b) you are not owned 50% or more, or controlled, by such persons; and

(c) you are not established in Russia or Belarus, nor owned or controlled by persons established there, and not established in a country or region subject to comprehensive EU, UK or US sanctions.

19.2 You must not make the Commercial Plugins available to, or use them for, a sanctioned person or entity, or persons or operations in Russia, Belarus or the occupied regions of Ukraine, or otherwise in breach of sanctions law.

19.3 We may screen customers against sanctions lists, at signup and periodically. If you breach this section, or we find that continuing would break sanctions law, we may suspend or terminate your Subscription immediately, without liability. Amounts due stay payable as far as the law allows.

20. Changes to these Terms

20.1 We may change these Terms. We tell Billing Admins by email at least 30 days before a change takes effect, and publish the new version with its effective date. Each notice explains your right to object and what happens if you do.

20.2 Changes under this section do not change your prices, your commitment or the contents of your Plan. Sections 9 and 10.4 govern those.

20.3 If you do not object before the change takes effect, the new version applies from its effective date. If you object, you may cancel the affected Subscriptions with effect from that date. The remaining instalments of an annual commitment then stop, and we refund any fees paid for the period after that date. If you object but do not cancel, the new version applies.

20.4 Changes that the law, a court or an authority requires, or that fix a security problem, may take effect sooner, with as much notice as we can give.

21. Warranties

21.1 We warrant that the Commercial Plugins perform substantially as described in the documentation at docs.vendure.io during a paid Subscription.

21.2 If they do not, tell us within 6 months of the defect first appearing. We will fix the problem or provide a workaround. If neither is reasonably possible, you may cancel the Subscription with immediate effect, and section 18.4(a) applies. These are your only remedies under this warranty. Claims for damages are governed by section 22.

21.3 Trials, and features marked as beta or preview (section 10.12), are provided as they are, without warranty.

21.4 Apart from this section, and as far as the law allows, we give no other warranties, express or implied, including merchantability and fitness for a particular purpose, and no right to a price reduction or to rescind the contract beyond section 21.2.

21.5 You run the Commercial Plugins on your own infrastructure and are responsible for your own backups.

22. Liability

22.1 Each party is liable without limitation for intent, for extreme gross negligence (krass grobe Fahrlässigkeit), and for personal injury.

22.2 Neither party is liable for slight negligence, except for personal injury.

22.3 Except as set out in 22.1, and except for gross negligence, neither party is liable for lost profits, indirect or consequential loss, or loss of data that proper backups would have prevented.

22.4 Except as set out in 22.1, each party's total liability under these Terms, including for gross negligence, is limited to 12 months of fees for the affected Subscription at its current Plan price, and in any case to at least €1,000.

22.5 Sections 22.2 to 22.4 do not limit your obligation to pay the fees, or your liability for breaching sections 10.6, 12, 17 or 19.

22.6 Nothing in these Terms limits liability that cannot be limited under the law that applies to it, including Austrian law and the Austrian Product Liability Act.

23. Force majeure

Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, war, government action, sanctions, power or network failure, or a cyberattack despite reasonable security measures. The affected party tells the other promptly, works to limit the effect, and resumes performance as soon as it can. Payment obligations are not suspended. If the event lasts more than 60 days, either party may terminate the affected Subscription, and section 18.4(a) applies.

24. General

24.1 Notices. We send notices to the Billing Admins' email addresses in the Console. You send notices to legal@vendure.io. An email notice is received when it reaches the recipient's mail server.

24.2 Assignment. You may not transfer these Terms without our consent, except under 4.4. We may transfer them to a company that takes over our business or the relevant part of it.

24.3 Entire agreement. These Terms are the entire agreement on the self-serve Plans, together with the Vendure Cloud Terms and any data processing agreement you accept or we provide under section 15. Terms on your purchase orders or other documents do not apply, even if we accept the document.

24.4 Export control. You must comply with the export control laws that apply to your use of the Commercial Plugins, including EU, UK and US export controls. You must not export the Commercial Plugins to, or make them available in, any country or region under a comprehensive embargo.

24.5 Severability. If a provision is invalid, the rest of these Terms remains in force.

24.6 Language. These Terms are in English. A translation is for information only. The parties have expressly asked that these Terms and all related documents be drawn up in English. Les parties ont expressément exigé que ces conditions et tous les documents qui s'y rattachent soient rédigés en anglais.

24.7 Law and courts. Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The courts competent for Vienna, Inner City, have exclusive jurisdiction. We may also bring proceedings at your registered office.

24.8 How a Subscription is formed. You choose a Plan and commitment in the Console. When you first enter billing details, you also confirm that you buy as a business. You can review and correct these details before checkout. A trial or Subscription is concluded when you confirm it at checkout. Each version of these Terms and the Refund and Cancellation Policy stays available at its own address, such as vendure.io/company/terms-of-service/2026-10-13, where you can save and print it. The current version is always at vendure.io/company/terms-of-service. As far as the law allows between businesses, §§ 9 and 10 of the Austrian E-Commerce Act (ECG) do not apply.

25. Customer references

25.1 We may name you and show your logo as a Vendure customer on our website and in our marketing materials, also after your Subscription ends, until you ask us to stop. You can do that at any time by emailing legal@vendure.io. We then remove you within 30 days, but we don't have to recall material already printed or distributed. We publish a case study, testimonial or quote from you only with your separate approval.

26. Country-specific terms

26.1 Australia. If the Australian Consumer Law applies to you, nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under it that cannot lawfully be excluded, restricted or modified. Where the law allows, our liability for failing to meet such a guarantee is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

26.2 New Zealand. If you are in New Zealand, you acquire the self-serve Plans for the purposes of a business. The parties agree that the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, to the extent the law allows, and that this is fair and reasonable.