Customer Terms of Service
These Customer Terms of Service (the "Agreement") govern your subscription to, and use of, the venpor platform and the AI Services as a business customer. They are entered into between venpor Ltd, a company incorporated in the Republic of Cyprus ("venpor", "we", "us"), and the organisation that accepts this Agreement ("Customer", "you").
1. Definitions
Term | Meaning |
|---|---|
Platform | The venpor software-as-a-service application, orchestration layer, integrations, APIs, and Documentation made available to you under an Order Form. |
Platform Subscription | The seat-based right to use the Platform, charged per active contractor / managed Worker per month. |
AI Services | The platform's AI assistant and AI-enabled automations (currently "Venny"), charged on a usage basis. |
Order Form | An ordering document signed or accepted by both parties specifying the services purchased, fees, term, and pricing. |
Worker | Any contractor, freelancer, or contingent worker whose engagement you manage with the assistance of the Platform. |
Customer Data | Data you, your users, or your Workers submit to or generate within the Platform, including Inputs. |
Fees | All amounts payable under an Order Form. |
2. The Platform and the AI Services
Subject to this Agreement and payment of Fees, venpor grants you a non-exclusive, non-transferable, worldwide right, during the term, to access and use the Platform and the AI Services for your internal business purposes.
3. Order Forms
The specific services, volumes, Fees, pricing units, term, and support are set out in an Order Form governed by this Agreement.
4. Role of venpor — orchestration and decision-support only
Not a party to engagements. venpor is not a party to any engagement between you and a Worker or between you and a Third-Party Provider.
Never the payment rail. venpor does not receive, hold, control, or transmit any funds. Money never flows through venpor or any account it controls.
Not a performer or subcontractor. venpor does not perform employer-of-record, employment, payroll, tax, compliance, classification, or payment services.
Decision-support, not decision-maker. The AI Services support your decisions; they do not make them.
5. Third-Party Providers — introducer or reseller, never subcontractor
Introducer. You contract directly with the provider on the provider's own terms. venpor is not a party to that contract.
Reseller (back-to-back). venpor may set or negotiate the price, but the provider remains the sole performer.
6. Customer obligations, restrictions, and lawful use
You are responsible for: the accuracy, legality, and your rights in your Customer Data; your engagement, classification, payment, and compliance obligations toward your Workers; and your configuration of, and all activity under, your account.
7. The AI Services — ownership, responsibility, and acceptable use
The AI Services are a decision-support and automation tool, not a decision-maker and not a professional adviser. Output is AI-generated, may be incomplete or incorrect, and must not be relied on without your own verification and judgment.
No training on your content. venpor will not use your Customer Data, Inputs, or Outputs to train or improve its generally-available AI models, except with your explicit opt-in, or in aggregated or de-identified form.
8. Fees, billing, usage metering, and taxes
Fees comprise a Platform Subscription fee (per active contractor per month) and AI Services usage fees (on a consumption basis). Consumption is measured by venpor's systems, which are the authoritative record of usage. Fees are exclusive of VAT. Undisputed invoices are payable within 30 days.
9. Term, suspension, and termination
Either party may terminate for material breach not cured within 30 days' written notice, or immediately on the other's insolvency. On termination, your right to use the Platform and AI Services ends; you may export your Customer Data for 30 days after.
10. Service levels and support
venpor will use commercially reasonable efforts to make the Platform and AI Services available. Where an Order Form states a service level, the service credits there are your sole and exclusive remedy for failure to meet it.
11. Security
venpor will maintain technical and organisational measures appropriate to the risk to protect Customer Data, and will work toward recognised certifications (such as SOC 2 and ISO 27001).
12. Confidentiality
Each party will protect the other's non-public business, technical, product, pricing, and security information with at least reasonable care, and use it only to perform this Agreement.
13. Data protection
In respect of Customer Data, venpor acts as processor on your documented instructions under the Data Processing Agreement.
14. Intellectual property and feedback
venpor and its licensors own all intellectual property in the Platform and the AI Services. You own your Customer Data and grant venpor a non-exclusive licence to host and process it to provide and improve the Platform.
15. Warranties and disclaimer
Except as expressly stated, the Platform, the AI Services, all Output, and all Third-Party Services are provided "as is" and "as available", without warranties of any kind.
16. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, punitive, or consequential loss. Each party's total aggregate liability in any 12-month period is limited to the Fees paid or payable in that period.
17. Indemnification
By you. You will defend and indemnify venpor against third-party claims arising from: your engagements with Workers; your use of any Third-Party Service; your Customer Data; any decision or action based on the AI Services; or your breach of this Agreement.
18. General
This Agreement is governed by the laws of the Republic of Cyprus, and the courts of the Republic of Cyprus have exclusive jurisdiction. Questions? Contact us at legal@venpor.ai. venpor Ltd, Cyprus.