Terms of Service

⚠️ TEMPLATE — NOT LEGAL ADVICE. Review with qualified counsel and complete all [PLACEHOLDERS] before publishing.

Effective date: [EFFECTIVE DATE] Provider: [COMPANY LEGAL NAME] ([COMPANY FORM]), [REGISTERED ADDRESS] ("Vinea", "we", "us"). Service: the hosted "Vinea" importer-discovery and outreach platform available at [SERVICE DOMAIN] (the "Service").

By creating an account or using the Service, you ("Customer", "you") agree to these Terms of Service (the "Terms"). If you accept on behalf of an organisation, you represent that you are authorised to bind it.

1. The Service

Vinea helps you discover prospective importers/distributors, analyse and rank them for fit, generate outreach messages, and send and track that outreach. The Service uses automated agents, third-party web search and scraping, and AI language models to produce results and draft content.

2. Accounts

2.1 You must provide accurate registration information and keep it current. 2.2 You are responsible for all activity under your account and for safeguarding credentials. 2.3 The Service is for business use by users aged 18+. It is not directed to consumers or children.

3. Acceptable use

3.1 Your use of the Service is subject to the Acceptable Use Policy (ACCEPTABLE_USE_POLICY.md), which is incorporated into these Terms. 3.2 You are solely responsible for all messages you send through the Service, including their content, the recipients you select, and compliance with all applicable laws — including without limitation anti-spam and electronic-marketing laws (e.g. GDPR and ePrivacy in the EU, CAN-SPAM in the US, CASL in Canada) and the terms of any email-sending or third-party service you connect. 3.3 You must review and approve AI-generated content before sending. We do not pre-screen or guarantee the accuracy, legality, or appropriateness of generated drafts or discovered data.

4. Customer data and discovered data

4.1 "Customer Data" means data you submit (e.g. your producer profile, attachments, message edits). 4.2 "Discovered Data" means information the Service gathers from public/third-party sources about prospective importers (e.g. company details and business contact information). 4.3 As between the parties, you retain all rights in Customer Data. You grant us a licence to host and process Customer Data and Discovered Data to provide the Service. 4.4 You are the data controller for personal data you process through the Service (including Discovered Data and recipients of your outreach); we act as your processor for that processing. Processing is further described in the Privacy Policy and any Data Processing Agreement between us. 4.5 You represent that you have a valid lawful basis to process the personal data you use in the Service and to contact the recipients you select.

5. Third-party services

The Service relies on third parties including hosting (Vercel), AI models (Anthropic via the Vercel AI Gateway), web search/scraping (Firecrawl), and email delivery (Resend). Their availability and outputs are outside our control, and additional third-party terms may apply.

6. AI-generated output

6.1 Outputs (rankings, scores, drafts) are generated by automated systems and may be inaccurate, incomplete, or unsuitable. They are suggestions, not advice or guarantees. 6.2 You are responsible for verifying outputs and for any decision or communication you base on them.

7. Fees

[Describe plans, billing cycle, taxes, and renewal — or state "Fees are set out in your order form / plan selection." Include that fees are non-refundable except as required by law.]

8. Intellectual property

8.1 We and our licensors own all rights in the Service and its software. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription. 8.2 You may not copy, modify, reverse-engineer, resell, or create derivative works of the Service except as permitted by law.

9. Suspension and termination

9.1 We may suspend or terminate access for breach of these Terms or the Acceptable Use Policy, for legal/security reasons, or for non-payment. 9.2 You may stop using and close your account at any time. On termination, the licence in Section 8.2 ends and we will delete or return Customer Data as described in the Privacy Policy / DPA, subject to legal retention.

10. Warranties and disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DISCOVERED DATA OR AI OUTPUT WILL BE ACCURATE OR LAWFUL TO USE. (Mandatory statutory consumer/commercial warranties under applicable [EU MEMBER STATE] law that cannot be excluded are not affected.)

11. Limitation of liability

11.1 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill. 11.2 Our total aggregate liability arising out of or relating to the Service is limited to the fees you paid for the Service in the twelve (12) months preceding the event giving rise to the liability. 11.3 Nothing in these Terms limits liability that cannot be limited under applicable law (e.g. for intent, gross negligence, or personal injury).

12. Indemnity

You will indemnify and hold us harmless from claims, damages, and costs arising from (a) your Customer Data, (b) the recipients you contact or the content you send, (c) your breach of these Terms or the Acceptable Use Policy, or (d) your violation of any law, including anti-spam, marketing, or data-protection law.

13. Changes

We may update these Terms; material changes will be notified via the Service or email and take effect on the stated date. Continued use after the effective date constitutes acceptance.

14. Governing law and venue

These Terms are governed by the laws of [EU MEMBER STATE], excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The courts of [COURTS / CITY] have exclusive jurisdiction, subject to any mandatory consumer-protection venue rules.

15. Contact

[COMPANY LEGAL NAME], [REGISTERED ADDRESS] — [CONTACT EMAIL].