Terms of Service

Effective Date: Jan 1st 2026
Provider: Vendita
Website / Platform: vendita.io

1. Acceptance of Terms

These Terms of Service govern access to and use of the Platform, including any related websites, applications, dashboards, messaging tools, artificial intelligence features, integrations, analytics, and associated services made available by Vendita to business customers.

By creating an account, accessing the Platform, starting a free trial, clicking to accept these Terms, or otherwise using the Platform, you agree to be bound by these Terms. If you are using the Platform on behalf of a company, partnership, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. In that case, “you” and “your” means that entity and its authorised users.

The Platform is offered for business use only. You represent and warrant that you are using the Platform for commercial or internal business purposes and not as a consumer.

2. Related Documents

Your use of the Platform is also subject to our Privacy Policy, Acceptable Use Policy, and, where applicable, our Data Processing Agreement. Those documents are incorporated into these Terms by reference to the extent applicable.

If there is a conflict between these Terms and any executed written order form or master services agreement signed by both parties, the signed agreement will control to the extent of that conflict.

3. Definitions

For the purposes of these Terms:

“Account” means your organisation’s registered account for access to the Platform.

“AI Features” means any artificial intelligence, machine learning, automation, knowledge generation, agent generation, message drafting, response generation, call handling, classification, or similar features made available through the Platform.

“Contact” means any individual whose personal data, contact details, or related information is uploaded, imported, synced, stored, processed, or contacted through the Platform by or on behalf of you.

“Content” means information, data, text, prompts, instructions, files, campaign materials, contact records, CRM records, websites, and other materials submitted to or processed through the Platform.

“Platform” means the hosted software-as-a-service product and related features provided by Vendita, including AI agents, messaging workflows, campaign tools, CRM integrations, reporting, and associated infrastructure.

“Subscription Term” means the period during which you are authorised to access and use the Platform under an active paid subscription or trial.

4. Eligibility and Account Registration

You must provide accurate and complete information when registering for an Account and keep that information up to date.

You are responsible for:
(a) maintaining the confidentiality of your login credentials;
(b) all activity occurring under your Account;
(c) ensuring that only authorised personnel access the Platform; and
(d) promptly notifying us of any suspected unauthorised access or security incident involving your Account.

You are responsible for all acts and omissions of your employees, contractors, agents, administrators, and end users who access the Platform through your Account.

We may refuse registration, suspend access, or require changes to account information where reasonably necessary for security, legal compliance, fraud prevention, or operational reasons.

5. Scope of Service

Subject to these Terms and your payment of all applicable fees, we make the Platform available to you on a hosted, subscription basis.

The Platform is designed to support internal business use cases including:
(a) building and configuring AI-powered agents;
(b) importing, syncing, storing, and managing contacts and related business data;
(c) creating and operating outreach campaigns;
(d) sending and receiving communications through supported channels, including SMS, WhatsApp, email, and voice where enabled;
(e) generating knowledge assets, message drafts, summaries, and related business content using AI Features;
(f) tracking conversations, campaign activity, opportunities, analytics, and related workflow outcomes; and
(g) connecting to supported third-party services such as CRM, messaging, telephony, payment, and infrastructure providers.

The Platform is provided as a tool to support your business operations. We do not guarantee legal compliance of any campaign, message, workflow, list, script, call, integration, or AI-generated output created or used through the Platform.

6. Licence Grant

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence during the applicable Subscription Term to access and use the Platform solely for your own internal business purposes and solely for its intended use.

This licence permits your authorised users to use the Platform to operate your own business workflows, including creating agents, managing contacts, running campaigns, and contacting your own customers or prospects through supported functionality.

Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise.

7. Restrictions on Use

You must not, and must not permit any third party to:

(a) sell, resell, license, sublicense, rent, lease, distribute, assign, transfer, or otherwise commercially exploit the Platform except as expressly authorised by us in writing;
(b) make the Platform available to any third party on a service bureau, outsourcing, white-label, timesharing, or similar basis;
(c) use the Platform for the benefit of any third party other than your own organisation, except as expressly permitted by us in writing;
(d) copy, modify, adapt, translate, create derivative works from, mirror, frame, or reproduce any part of the Platform except as expressly permitted by law and these Terms;
(e) reverse engineer, decompile, disassemble, attempt to derive source code, underlying structure, prompts, models, workflows, or trade secrets of the Platform, except to the extent such restriction is prohibited by applicable law;
(f) scrape, extract, harvest, or programmatically obtain data, output, content, or metadata from the Platform other than through authorised functionality made available by us;
(g) use the Platform, any output, or any underlying systems to build, train, benchmark, or improve a competing product, service, model, or workflow;
(h) interfere with or disrupt the integrity, security, performance, or operation of the Platform;
(i) access or use the Platform in violation of applicable law, regulation, industry rule, or third-party provider policy; or
(j) use the Platform in any way not expressly permitted by these Terms.

8. Free Trial

We may offer a free trial for a period of fourteen (14) days or such other period as we determine.

Free trials are offered at our discretion and may be modified, limited, suspended, withdrawn, or terminated by us at any time, with or without notice and with or without cause, to the extent permitted by law.

At the end of the free trial, continued access to the Platform may require payment of applicable subscription fees unless the trial is cancelled before conversion.

We make no guarantee that any feature, data, configuration, or usage history from a free trial will remain available after the trial ends.

9. Subscription Term, Billing, and Payment

The Platform is provided on a month-to-month subscription basis unless otherwise agreed in writing.

You agree to pay the fees, charges, and usage amounts agreed between the parties for your subscription to the Platform. All fees are payable in the currency specified at the time of purchase or in the applicable order documentation.

Unless otherwise stated, subscriptions renew automatically on each monthly billing date until cancelled.

If you cancel your subscription, the cancellation will take effect at the end of the then-current billing period, and billing will cease on the next usual billing date. You will retain access through the remainder of the paid billing period unless access is suspended earlier under these Terms.

You authorise us and our payment processors to charge your nominated payment method for all fees due in connection with your subscription and use of the Platform.

If any payment is overdue, declined, reversed, or otherwise fails, we may, without limiting any other rights or remedies:
(a) restrict or suspend access to some or all of the Platform;
(b) disable functionality, messaging activity, campaigns, or integrations;
(c) require an alternative payment method; or
(d) terminate your subscription.

Fees are non-refundable except where required by law or where we determine, in our sole discretion, to issue a refund, credit, or adjustment.

You are responsible for any taxes, duties, levies, or governmental charges associated with your subscription other than taxes imposed on our net income.

10. Cancellation and Termination

Either party may terminate these Terms at any time by cancelling the subscription or ceasing the applicable service relationship.

If you terminate your subscription, termination operates as cancellation and will take effect at the end of the current billing period unless we agree otherwise in writing.

We may suspend or terminate your access to the Platform immediately, with or without notice, if:
(a) you breach these Terms, the Acceptable Use Policy, or any applicable law;
(b) we reasonably believe your use of the Platform creates legal, regulatory, security, reputational, or operational risk;
(c) payment fails or remains outstanding;
(d) required third-party services become unavailable on terms acceptable to us; or
(e) continued provision of the Platform is no longer commercially, legally, or technically feasible.

Termination or suspension does not relieve you of any obligation to pay fees accrued before the effective date of termination.

Sections which by their nature should survive termination will survive, including sections concerning payment obligations, intellectual property, restrictions on use, disclaimers, limitations of liability, indemnities, dispute resolution, and any accrued rights or remedies.

11. Subscriber Content and Responsibilities

You retain your rights in the Content you submit to the Platform, subject to the rights you grant to us in these Terms.

You grant us a non-exclusive, worldwide, royalty-free licence during the Subscription Term, and as reasonably necessary thereafter, to host, store, reproduce, process, transmit, format, adapt, display, and use your Content solely as necessary to provide, secure, maintain, support, improve, and administer the Platform and related services.

You are solely responsible for:
(a) the legality, accuracy, quality, and integrity of your Content;
(b) obtaining all rights, permissions, notices, and consents necessary for us to process your Content and for you to contact any Contact through the Platform;
(c) your campaigns, messaging activity, scripts, AI instructions, call flows, knowledge inputs, and outbound communications; and
(d) ensuring that use of the Platform by you and your authorised users complies with applicable law.

You represent and warrant that you will use applicable law.

You represent and warrant that you will not upload or process any Content that you do not have the legal right to use in connection with the Platform.

12. Communications Compliance

You acknowledge and agree that you are the sender of any outreach communications initiated through your Account and that you are solely responsible for compliance with all laws, regulations, carrier rules, platform policies, and industry requirements applicable to your use of the Platform and your communications with Contacts.

Without limitation, you are solely responsible for:
(a) ensuring that each Contact has been collected, imported, synced, and used lawfully;
(b) ensuring that you have any consent, lawful basis, notice, or other legal justification required to contact each Contact through each channel used;
(c) maintaining evidence of consent or other lawful basis where required;
(d) complying with opt-out, unsubscribe, do-not-contact, time-of-day, identification, sender, disclosure, and suppression obligations;
(e) complying with telecommunications, privacy, direct marketing, consumer protection, and AI transparency laws applicable in each jurisdiction in which you operate or contact individuals; and
(f) ensuring your use of third-party messaging, email, telephony, CRM, and AI services complies with the rules applicable to those services.

We do not verify the legality of your contact lists, consent records, message content, call scripts, targeting decisions, jurisdictions, or regulatory position.

13. AI Features and Output

The Platform may include AI Features that generate messages, summaries, classifications, responses, scripts, call content, knowledge materials, recommendations, or other output.

You acknowledge and agree that:
(a) AI-generated output may be inaccurate, incomplete, misleading, offensive, non-compliant, or unsuitable for your intended use;
(b) AI Features operate automatically in some cases and may generate or send content without individual human review unless you configure otherwise;
(c) you are solely responsible for reviewing, monitoring, approving where appropriate, and using any AI-generated output lawfully and appropriately; and
(d) you must not use AI Features in a manner that is deceptive, unlawful, harmful, or inconsistent with these Terms or the Acceptable Use Policy.

We do not warrant that any AI-generated output is accurate, compliant, available, or fit for any particular purpose.

14. Third-Party Services and Integrations

The Platform may interoperate with third-party services, including messaging providers, telephony providers, artificial intelligence providers, CRM providers, payment processors, hosting providers, and other integrations.

Your use of third-party services may be subject to separate terms, policies, approvals, technical limits, and fees imposed by those third parties.

We are not responsible for the acts, omissions, outages, pricing changes, policy changes, delivery failures, content restrictions, suspensions, or technical limitations of any third-party service.

Where you connect third-party accounts or integrations, you authorise us to access and use such integrations as necessary to provide the Platform functionality you enable.

15. Intellectual Property Rights

As between the parties, we and our licensors own and retain all right, title, and interest in and to the Platform, including all software, source code, object code, workflows, logic, user interfaces, designs, prompts, prompt architecture, models, documentation, branding, trade names, trademarks, analytics frameworks, aggregated platform know-how, and all related intellectual property rights.

The Platform is licensed, not sold.

Except for your rights in your own Content, you acquire no ownership rights in the Platform or any part of it.

You must not remove, alter, or obscure any proprietary notices, labels, or legal legends appearing in or on the Platform.

16. Disclaimer of Warranties

To the maximum extent permitted by law, the Platform is provided on an “as is” and “as available” basis.

We disclaim all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, error-free operation, legal compliance, or suitability for your business objectives.

We do not warrant that:
(a) the Platform will be uninterrupted, secure, or error-free;
(b) any message, email, call, or communication will be delivered, received, or accepted;
(c) any AI Feature or output will be accurate, lawful, or fit for purpose;
(d) any use of the Platform will comply with laws applicable to you or your Contacts; or
(e) use of the Platform will produce sales, replies, appointments, conversions, or revenue.

17. Limitation of Liability

To the maximum extent permitted by law, in no event will we be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of goodwill, loss of data, loss of business opportunity, interruption, or cost of substitute services arising out of or relating to these Terms or the Platform, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our aggregate liability arising out of or relating to these Terms or the Platform will not exceed the total fees actually paid by you to us for the Platform in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.

18. Indemnity

You will defend, indemnify, and hold harmless Vendita, its affiliates, officers, directors, employees, contractors, and licensors from and against any claims, actions, proceedings, liabilities, damages, losses, fines, penalties, judgments, settlements, costs, and expenses, including reasonable legal fees, arising out of or relating to:

(a) your Content;
(b) your use of the Platform;
(c) your campaigns, messages, calls, AI instructions, or communications with Contacts;
(d) your breach of these Terms, the Acceptable Use Policy, or applicable law;
(e) any allegation that you lacked the right, consent, notice, or legal basis required to collect, upload, process, or contact a Contact; or
(f) your infringement, misappropriation, or violation of any third-party right.

19. Changes to the Platform and Terms

We may modify, update, enhance, discontinue, or replace any part of the Platform from time to time.

We may update these Terms from time to time. Updated Terms will become effective when posted or otherwise communicated to you, unless a later effective date is stated. Your continued use of the Platform after the effective date of updated Terms constitutes acceptance of the updated Terms.

If you do not agree to a change, you must stop using the Platform and cancel your subscription before the updated Terms take effect.

20. Governing Law and Disputes

These Terms are governed by the laws of NSW, AU excluding conflict of laws principles.

The courts of NSW will have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, unless otherwise required by applicable law.

21. General

These Terms constitute the entire agreement between the parties in relation to the Platform, except for any separate written agreement signed by both parties.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any provision is not a waiver of that provision or any other provision.

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate restructure, sale of assets, or by operation of law.