Order Form Terms & Conditions

Each ordering document for venpor's platform and services (an "Order Form") is governed by these Order Form Terms & Conditions (the "Order Form T&Cs"). Capitalised terms have the meaning given in the Customer Terms of Service agreed between you and venpor (the "Agreement"), which is incorporated by reference.

The order of precedence, on a direct conflict, is: (1) the Order Form; (2) these Order Form T&Cs; (3) the Agreement; (4) the Policies.

1. Background and how this fits together

An Order Form records the commercial specifics of your subscription: the services you are purchasing, the volumes and pricing units, the Fees, the term, the support and service levels, the status of each Third-Party Provider, and any white-label and channel arrangements.

2. Order definitions

3. Platform Subscription fees (per contractor)

• Unit-based Fees. Platform Subscription Fees are charged per active contractor / managed Worker per month at the Unit Fee, billed monthly in arrears.

• Committed Volume. Where the Order Form states a Committed Volume, you agree to pay at least that amount each Contract Year; any shortfall is payable.

• Overage. Usage above a Committed Volume or stated tier is billed at the applicable Unit Fee or the Order Form Overage rate.

4. AI Services fees (usage-based)

The AI Services are charged on a consumption basis by reference to Billable Units.

• Metering authority. Consumption is measured by venpor's systems, which are the authoritative record of usage and are conclusive absent manifest error.

• Drawdown & Overage. A Prepaid Commitment draws down against consumption; consumption above the Included Units is billed in arrears at the Overage rate.

• Minimum / take-or-pay. Any minimum commitment or Prepaid Commitment is payable regardless of actual usage; unused committed or prepaid amounts are not refunded and do not roll over.

• Expiry; no cash value. Prepaid Billable Units expire 12 months after issuance, are non-refundable, have no cash value, and are not legal tender.

5. Invoicing, taxes, disputes, and rate changes

• Payment. Undisputed invoices are payable within 30 days of the invoice date, without set-off.

• Taxes. Fees are exclusive of VAT and other taxes. For EU business customers with a valid VAT number, VAT is accounted for under the reverse charge (Art. 196, Directive 2006/112/EC).

• Disputes. Dispute an invoice in writing within 30 days and pay all undisputed amounts.

• Rate changes. venpor may change list rates on at least 30 days' notice, effective at renewal.

6. Order Form term and renewal

Each Order Form commences on its Effective Date and continues for the Subscription Term. Unless the Order Form states otherwise, all subscriptions automatically renew for successive 12-month terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. On each renewal, venpor may increase rates by the greater of (a) 5% or (b) the increase in the EU HICP over the prior term.

7. Adding volume, services, or providers mid-term

You may add contractors/Workers, AI Services capacity, features, or Third-Party Providers during the Subscription Term by an amended or additional Order Form. Added subscriptions are co-terminous with the existing Subscription Term and priced at the same rates (pro-rated for the remainder).

8. Third-Party Provider status

For each Third-Party Provider made available under an Order Form, the Order Form states whether venpor acts as introducer (you contract directly with the provider; venpor is not a party) or reseller (venpor sets or negotiates the price and the provider remains sole performer; venpor's liability is back-to-back). In every case venpor is never the provider's subcontractor and never performs the service.

9. Channel partners and end-client arrangements

• Customer of record. The "Customer" is the entity venpor contracts with and invoices. Where a Channel Partner makes the platform available to an End Client, the Channel Partner is responsible for the End Client's compliance and acts and omissions.

• Flow-down & data rights. A Channel Partner presenting or reselling the platform to an End Client must bind the End Client to terms at least as protective of venpor as the Agreement.

10. White-label

Where the Order Form elects a white-label deployment, the white-label terms of the Terms of Use and the Agreement apply, including your obligation to bind your end users to terms at least as protective of venpor as the Agreement and to ensure the AI-interaction disclosure is made.

11. Termination of an Order Form

Either party may terminate an Order Form if the other materially breaches it and fails to cure within 15 days of notice, or on the other's insolvency. Termination of the Agreement terminates all Order Forms. If you terminate an Order Form with a Committed Volume or Prepaid Commitment before the end of its Subscription Term, the remaining committed and prepaid amounts for the balance of the term remain payable.

12. General

No circumvention. Where venpor introduces you to, or resells, a Third-Party Service, you will not use the Platform to identify a provider and then deliberately contract with that provider outside the Platform to avoid the fees or margin otherwise payable to venpor.

Entire agreement; non-refundable. These Order Form T&Cs, the Agreement, the Policies, and each Order Form are the entire agreement on their subject matter. Except as expressly stated, all Fees paid or payable are non-refundable and non-cancellable.