• "Lead Credit" means the unit of consumption used to obtain one lead, lead record, or other items as described in the relevant quotation, order form or contract. Lead Credits may be used only as set out in your contract or in any applicable plan or price schedule.
• "Unlimited User Licences" means the Customer is entitled to create and use an unlimited number of user accounts for the Customer's organisation for the internal business purposes set out in these Terms and subject to acceptable use and account management rules.
• "Contract" means a signed master services agreement, order form, online acceptance, or other agreement between Vente AI and the Customer that references these Terms.

• The Customer shall not, and shall not permit any third party to: (a) copy, modify, translate, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or trade secrets from the Services (except to the extent such restriction is prohibited by law); (b) create derivative works based upon the Services except as expressly permitted by Vente AI; (c) remove, obscure or alter any proprietary notices or legends on the Services or Content; (d) use the Services to build a competing product or service; or (e) circumvent controls or restrictions on the Services.

• By using the Services, you represent and warrant that: (a) all registration information you submit is true, accurate, current and complete; (b) you will maintain and promptly update such information; (c) you have the legal capacity to agree to these Terms; (d) you are at least 18 years old; (e) you will use the Services only for lawful purposes and in accordance with these Terms; and (f) you will not access the Services by automated or non-human means (such as bots or scripts), except to the extent permitted in a Contract or via a published API.

• Customers may be required to register and create accounts to use the Services. The Customer is responsible for maintaining the confidentiality of account credentials (including all user passwords and authentication mechanisms) and is fully responsible for all activities that occur under its accounts. The Customer must notify Vente AI promptly of any unauthorised use of its account or any other breach of security.

• Where the Contract provides unlimited user licences, the Customer is responsible for administering all user accounts created for its organisation, including assigning appropriate roles and permissions, managing onboarding and offboarding, and ensuring that all users comply with these Terms. Unlimited user licences are for the Customer's internal employees, contractors and agents only and do not permit resale, sublicensing, or use by third parties for their own commercial benefit.

• Vente AI reserves the right to remove, reclaim or change any username, account handle or profile that it determines, in its sole discretion, to be inappropriate, offensive, or otherwise objectionable.

• If you provide any false, inaccurate, outdated or incomplete information, Vente AI may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

• Charges. Vente AI charges for the Services on a per Lead Credit basis as set out in the applicable Contract, order form, or price schedule. Unless the Contract expressly provides otherwise, Lead Credits are the sole unit of consumption for the Services and fees are not charged by user seat or license count (unlimited user licences are included - see Section 6).

• Price Schedules and Quotes. Prices for Lead Credits, packages, or other Services are set out in our price schedule, in an order form, quotation or Contract. Prices shown do not include VAT or other applicable taxes unless expressly stated.

• Invoicing and Billing. Unless your Contract specifies pre-payment, we will invoice the Customer:

• monthly in arrears for Lead Credits consumed in the preceding month, and any additional recurring or one-off fees incurred; or
• as otherwise set out in the Contract (for example, pre-paid credit packages).

• Payment Terms. Payment is due within seven (7) days of invoice unless otherwise agreed in the Contract. We may, at our election, require payment by direct debit, credit card, or other payment method.

• Late Payment. If you fail to pay any undisputed invoice by its due date, we may: (a) charge interest at the lesser of 3% p.a. above the Bank of England base rate from time to time or the maximum permitted by law, (b) suspend access to the Services and/or (c) terminate the Contract for material breach, in addition to other remedies available at law.

• We may change our fees for future Contracts or renewals. We will not increase Lead Credit unit prices or materially change the commercial model applicable to a Customer during the Customer's then-current 12-month Contract term, unless the Contract expressly allows otherwise.

• Definition & Use. A Lead Credit entitles the Customer to retrieve / receive a single lead or as described in the Contract. Lead Credits are consumed when a lead is produced in the system or delivered to the Customer in accordance with the functional description in the Contract.

• Purchase Options. Lead Credits may be purchased either (a) pre-paid as credit packages or (b) consumed and invoiced monthly in arrears, depending on the Contract.

• Non-Refundable. Except as otherwise required by law or expressly agreed in writing in the Contract, all purchases of Lead Credits are non-refundable.

• Expiry. Unless the Contract provides otherwise, unused pre-paid Lead Credits expire 12 months after purchase and will not be refunded or carried forward beyond the Contract term.

• Inclusion. Each Customer Contract for the Services includes unlimited user licences for the Customer's employees, contractors, or agents for the Customer's internal business purposes as permitted by these Terms.

• Account Management. The Customer is responsible for managing its user accounts, ensuring that accounts are used in compliance with these Terms and for promptly disabling accounts that are no longer required (e.g., when a user leaves the Customer).

• Acceptable Use. Unlimited user licences are subject to the Acceptable Use and Prohibited Activities provisions in these Terms. Vente AI may suspend or limit accounts that violate these Terms.

• 12-Month Minimum Term. All new Contracts for the Services are for a minimum period of twelve (12) months from the Contract start date (the "Initial Term") unless another term is agreed in writing in the Contract.

• No Break Clause / No Early Termination for Convenience. Unless a specific Contract expressly includes a break clause or an agreed early termination for convenience right, the Contract may not be terminated by the Customer for convenience during the Initial Term. The Customer's right to terminate the Contract early is limited to those circumstances expressly provided in the Contract (for example, the occurrence of a specific break clause or a negotiated exit right).

• Automatic Renewal. At the end of the Initial Term the Contract will automatically renew for successive 12-month periods (a "Renewal Term") unless either party gives written notice of non-renewal to the other party at least 60 days prior to the end of the then-current Term, or unless the Contract provides otherwise.

• Renewal Pricing. Renewal pricing will be as set in the Contract or as notified to the Customer at least 60 days prior to the start of the Renewal Term. Any price changes for renewals shall not affect the Customer's obligations for the remainder of the then-current Term.

• Either party may terminate the Contract if the other party materially breaches the Contract and fails to remedy such breach within 30 days after receipt of written notice specifying the breach.

• Either party may terminate the Contract immediately if the other party becomes insolvent or is subject to bankruptcy, receivership, administration or equivalent proceedings.

• all unpaid fees and charges accrued to the date of termination; and
• reasonable compensation for the loss of bargain for the remainder of the Initial Term (for example, an amount equal to the charges that would have been payable for the remainder of the Initial Term if the Customer had continued to receive the Services), subject to any mitigation obligations and applicable law. Where Products / Lead Credits were pre-paid, unused credits will be handled as set out in Section 9.

• Without limiting other rights, Vente AI may suspend the Customer's access to the Services without liability if the Customer fails to pay undisputed fees when due, or where the Customer or its users engage in activities that pose a security risk, violate these Terms or misuse the Services.

• No General Refunds. Unless required by law or expressly agreed in the Contract, all fees and Lead Credit purchases are non-refundable.

• Unused Credits at Termination or Expiry. Pre-paid Lead Credits that remain unused at the end of the Initial Term or Renewal Term will expire unless the Contract provides otherwise. Where a Contract is terminated for material breach by Vente AI, we will provide a pro-rata credit for unused pre-paid Lead Credits attributable to the remaining non-terminated period.

• Disputed Charges. If the Customer disputes an invoice in good faith, the parties will promptly confer in a good-faith effort to resolve the dispute. Disputes do not excuse obligations to pay undisputed amounts.

• You agree not to use the Services for any purpose that is unlawful or prohibited by these Terms. The following list sets out examples of prohibited activities; it is illustrative rather than exhaustive. Vente AI may suspend or terminate access for activities that violate this Section.

• You shall not, and shall not permit others to, do any of the following using the Services:

• a. Systematic data extraction. Systematically retrieve, scrape, export, copy, reproduce, aggregate, compile, or create derivative databases, directories or datasets from the Services (including Content or leads) except as expressly permitted by an applicable Contract or API licence. This includes building a competing database or resale of large volumes of raw data derived from the Services.
• b. Circumvent security. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict use or copying of Content.
• c. Automated abuse. Use automated scripts, bots, spiders, crawlers, scrapers, robots, or other automated means to access, query, collect, or harvest data from the Services except to the extent expressly permitted by an API or other written agreement.
• d. Harassment & misuse. Use information obtained from the Services to harass, stalk, intimidate, threaten, or otherwise harm any person.
• e. Malicious code. Upload, transmit, or otherwise distribute viruses, worms, trojans, malware, spyware, or other code designed to damage, interfere with or intercept any system, data, or personal information.
• f. Impersonation & fraud. Impersonate any person or entity or misrepresent your affiliation with any person or entity; use the Services to trick, defraud or mislead Vente AI or third parties.
• g. Reverse engineering. Decompile, decipher, disassemble, reverse engineer or otherwise attempt to derive the source code of the Services except to the extent permitted by law.
• h. Data collection devices. Upload or transmit material that installs or uses passive or active information collection or transmission mechanisms (for example 1×1 pixels, pixel tags, spy pixels, web bugs) without appropriate disclosure and consent.
• i. Unauthorized account creation. Create user accounts by automated means or create multiple accounts under false pretences.
• j. Competitive use. Use the Services as part of any effort to compete with Vente AI or otherwise use the Services or Content for any revenue-generating enterprise that would compete with Vente AI, except where an explicit written agreement permits such use.
• k. Resale or sublicensing. Sell, resell, licence, sublicense, transfer or otherwise exploit the Services or Content to third parties, unless agreed in a Contract. Unlimited user licences do not constitute permission to resell Services or Content.
• l. Privacy violations. Use the Services in a manner that violates applicable privacy laws or the privacy rights of third parties.
• m. Breach of IP or law. Upload, post, or share material that infringes any third-party intellectual property rights, or violates any law, regulation, or duty of confidentiality.
• n. Excessive burden. Interfere with, disrupt, or create an undue burden on the Services or the networks or systems connected to the Services.
• o. Other misuse. Engage in any other conduct that, in Vente AI's reasonable opinion, is abusive, harmful, or otherwise inconsistent with the purpose of the Services.

• Vente AI will investigate alleged violations of this Section and may take any action it deems appropriate, including limiting, suspending or terminating access to the Services, removing content, and referring matters to law enforcement. Vente AI may cooperate with law enforcement authorities in the investigation of any suspected criminal activity.

• When you post, upload, transmit or otherwise make available any Contributions through the Services you represent and warrant that:

• a. you are the author and owner of the Contributions or otherwise have the right, authority, and licence to grant the rights set out in these Terms;
• b. the Contributions are accurate to the best of your knowledge and do not violate any applicable law, rule or regulation;
• c. the Contributions do not infringe the intellectual property, privacy, publicity or other rights of any third party; and
• d. the Contributions do not contain viruses, malware, or any other malicious code.

• Vente AI reserves the right, but not the obligation, to: (a) monitor the Services for violations of these Terms; (b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms; (c) refuse, restrict, limit the availability of, or disable any of your Contributions or any portion thereof; (d) remove or disable files and content that are excessive in size or otherwise burdensome to our systems; and (e) otherwise manage the Services in a manner designed to protect our rights, property, and to facilitate the proper functioning of the Services.

• Without limiting any other right or remedy, Vente AI may suspend or restrict access to the Services immediately and without liability if (a) we reasonably believe your use of the Services creates a security risk or harms other customers, (b) you breach these Terms, (c) we are required to do so by law, or (d) you fail to pay undisputed fees due under the Contract. Suspension may remain in place until the issue is remedied or, where applicable, payment is made.

• The Customer shall defend, indemnify and hold harmless Vente AI and its officers, directors, employees, agents and affiliates (each, a "Vente AI Indemnitee") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of or relating to: (a) Customer's or its users' use of the Services in breach of these Terms; (b) Customer's Contributions or any claim that such Contributions infringe or misappropriate a third party's intellectual property or other rights or violate applicable law; (c) Customer's violation of any applicable law, rule or regulation in connection with its use of the Services; and (d) any resale, redistribution or sublicensing of the Services or Content in violation of the Contract.