These Terms of use which also include the Privacy Policy,
Cookies Policy, Data Processing Addendum and Terms of
Third-Party Integration ("Terms") set out the terms and
conditions for your use of Services offered by Vemli
Commerce Ltd. By clicking “Accept” or using any of the
Services, you acknowledge that you have read and understood
these Terms, and that you have agreed to these Terms on
behalf of any person or entity for whom you are using the
Services.
If you do not agree to any of these Terms, then you should
not use the Services. All rights not expressly granted in
these Terms are reserved by Vemli.
We may change these Terms from time to time by posting
updates to the Website. You are advised to check the Terms
from time to time for any updates or changes that may impact
you and if you do not accept such amendments, you must cease
using the Services.
These Terms of Use were updated on 9 June 2026
To help you read and understand these Terms, we've set out
definitions of some key terms below:
"Authorised User" means any person or entity that a Customer
authorises to use the Service on its behalf. This includes
employees and personnel of the Customer who are authorised
to use the Services on the Customer's behalf but also
includes support partners and other third parties with whom
a Customer shares its Vemli account details (and for whose
conduct the Customer is responsible).
"Content" – text, graphics, audio and video materials,
documentation, information posted in Apps or Website,
perceivable by a person or with the help of special
devices.
"Customer" means the person or entity who registers to use
the Service by creating a Vemli account. If you are creating
an account or using the Services on behalf of a business,
you agree that you are accepting these Terms and have the
authority to enter into these Terms, on behalf of the
business, which will be deemed to be the Customer, and will
be bound by these Terms.
“Personal Data” means any Data relating to an identified or
identifiable natural person (‘data subject’); an
identifiable natural person is one who can be identified,
directly or indirectly, in particular by reference to an
identifier such as a name, an identification number,
location data, an online identifier or to one or more
factors specific to the physical, physiological, genetic,
mental, economic, cultural or social identity of that
natural person), such as your first and last name, identity
number, e-mail address, address and province, telephone
number, education details and training records, employment
data, financial and / or banking data, as well as other data
related to demographics, other (online) contact data and
possibly health related data, etc.
“Sensitive Data” means any data revealing a person’s racial
or ethnic origin, political opinions, religious or
philosophical beliefs, trade union membership, genetics,
biometrics, health data, data about sex life or sexual
orientation, or data about criminal convictions and
offences.
"Services" means Vemli point of sale and inventory
management products and services, and any features,
technologies or functionality provided by those products or
services, offered by us from time to time, including the
Vemli POS, Vemli Dashboard, Vemli KDS and Vemli CDS
applications ("Apps") and vemli.co ("Website"). Your use of
the Services will also be subject to any allowances and/or
limits that apply to the Vemli plan which you've
purchased.
"We" or "Vemli" means Vemli IT Services
"You" means the Customer and (where the context permits)
includes any Authorised Users.
To lawfully use our Services, you must be at least at the age your country of residence defines as the least age to offer information society services.
You agree to provide true, accurate, current, and complete account information, and to maintain and promptly update your account information to ensure that it remains true, accurate, current, and complete. We will use that information to contact you from time to time, so it is important that you keep all of your contact details, and those of your Authorised Users, up to date.
Vemli grants you a limited, non-exclusive, non-transferable,
non-sublicensable, revocable licence to use the Services for
the purposes of the Customer's business and in accordance
with these Terms.
You are responsible for any conduct or activity undertaken
in your account, including any changes made, and the input
or modification of or access to any data or information in
your account, by any of your Authorised Users. You control
each Authorised User’s level of access to the Services at
all times and can revoke or change an Authorised User’s
access, or level of access, at any time and for any reason,
in which case that person or entity will cease to be an
Authorised User or shall have that different level of
access, as the case may be.
If:
(a) you are an Authorised User using or accessing the
Services for the benefit of a Customer, then you are
responsible for ensuring you have the right to do so from
the relevant Customer (including all necessary
authorisations to access, amend or remove data, or make
changes to the Customer's account); or
(b) you are a Customer, then you are responsible for
authorising use or access of the Services by any Authorised
User and will indemnify Vemli against any claims or loss
relating to any Authorised User's use of or access to your
account.
You acknowledge and agree that, if there is any dispute between a Customer and an Authorised User regarding access to Services, the Customer shall decide what access or level of access to the relevant Data or Services that Authorized User shall have, if any. We will have no responsibility to anyone other than the Customer, and the Services and these Terms are intended solely for the benefit of the Customer and not for any Authorised User(s).
We can cancel or suspend your account at any time on written notice to you. Such termination will be effective at the end of your then-current paid-up subscription period. We may also cancel or suspend your account immediately if, in our sole discretion:
You are entitled to cancel your account with Vemli Commerce
at any time. You can request to cancel your account by
sending an email to info@vemli.co. If you cancel your
account before the end of your current paid up month or
year, your cancellation will take effect immediately and you
will not be entitled to any refund of Fees paid in advance
(unless we agree otherwise).
If your account is cancelled, your account will be
deactivated and all of your rights granted under these Terms
will immediately come to an end (except to the extent that
it is necessary for them to continue in respect of our
ongoing storage of your data up to the date of permanent
deletion). We are not liable for any loss or damage
following, or as a result of, cancellation of your account,
and it is your responsibility to ensure that any content or
data which you require is exported, backed up or replicated
before cancellation.
For the avoidance of doubt, cancellation of your account
shall not relieve you of any liabilities incurred prior to
the date of cancellation.
The fees charged for use of the Services are set out on the
Website (or as notified to you in the case of some exclusive
plans) ("Fees") and are subject to change. We can change the
Fees, and/or introduce new pricing packages and terms, at
any time by giving you 14 days' prior notice. The new Fees
or pricing/package terms will apply to you from expiry of
that notice, unless you choose to cancel subscription before
the changes take effect. Also, the new Fees will apply to
you immediately if you choose to change your plan/package
(or if you reactivate your plan after cancellation). Fees
are charged in advance on a monthly or annual basis and are
non-refundable, including if you only use part of a month or
year's subscription for the Services. Unless required by
law, we will not provide refunds in connection with the
Services. A valid credit card number is required for paying
all Fees.
If you are carrying out a free trial of the Services, the
free trial will begin on the day that you subscribe for an
optional add-on and end of the published trial period. If
you wish to continue to use the Services at the end of the
free trial period, you will need to provide valid credit
card details (unless you choose to use any free Services).
All Fees are exclusive of all taxes, and you are responsible
for any taxes that may arise. You indemnify and hold Vemli
harmless against any claims by any tax authority for any
underpayment of any sales, use, goods and services, value
added or other tax or levy, and any penalties and/or
interest. If you are required to withhold or deduct tax from
the Fees, you will pay Vemli such additional amounts as are
necessary to ensure receipt of the full amount which would
have been received but for the deduction.
By subscribing to optional add-ons, you agree and authorize
us to automatically charge the payment method provided at
the start of each billing period (monthly or annually) until
you cancel the subscription.
Payment of your Fees could incur additional bank fees at the
discretion of your bank. Bank fees may be charged for
currency conversion and international settlement; and your
charge may still be subject to additional fees even if you
are being charged by Vemli in your local currency. If your
credit card statement charge differs from your invoice,
please contact your bank in the first instance. Vemli is not
liable for any additional bank transaction fees that may be
charged.
You may upgrade or downgrade your account (for example, add
or delete employee accounts and stores, subscribe or
unsubscribe from optional add-ons) at any time when you are
logged into your account.
The upgrade or downgrade will become effective immediately.
If you downgrade your account, no refunds will be paid in
respect of any unused portion of any higher account
offering. If you upgrade your account, the balance already
paid for the rest of the term will be credited to your
account. We will then immediately charge your credit card
for any net amount due as a result of the upgrade and your
account renewal date will be reset to the next available
billing day.
Downgrading your account may cause the loss of content,
features, or capacity of your account. If you choose to
downgrade your account, Vemli does not accept any liability
for the resulting loss of data, content, features or
capacity.
The Services are available in a range of packages/plans,
giving you options including in relation to the number of
stores and employees you have, and the features and services
you have access to, and the Fee you pay, as described on our
Website from time to time (or as notified to you, in the
case of some exclusive plans). We may update those plan
limits at any time (e.g., by increasing, reducing or
removing limits) by updating the plan descriptions on our
Website (or as notified to you, in the case of some
exclusive plans). You'll be expected to comply with the
updated plan limits from the next time you use the Services.
You agree that we may use information generated by your use
of the Services (eg, transaction volume and revenue) for the
purposes of determining the most appropriate plan and
pricing for you.
We may ask you to upgrade your account to a new plan if you
exceed the limits that apply to your plan at any time.
We also reserve the right to suspend or restrict your
account or your use of the Service, where we believe that
your use isn't fair or reasonable or that it may cause
degradation of the Services to other users. This includes
circumstances where your use is creating a security or
availability risk for Vemli or our other customers, is
impacting (or may impact) the stability or performance of
our systems, or is requiring disproportionate resource to
deliver (e.g., in terms of storage or processing
requirements, support requests or helpdesk queries).
THE USE OF THE SERVICES IS CARRIED OUT AT YOUR OWN RISK. THE
SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE USE OF
SERVICES DOES NOT PROVIDE ANY WARRANTIES, EXPRESS, IMPLIED,
OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED
NON-INFRINGEMENT WARRANTIES. THE USE OF SERVICES DOES NOT
PROVIDE ANY WARRANTIES THAT (I) SERVICES WILL MEET ALL YOUR
REQUIREMENTS, (II), SERVICES WILL WORK IN AN UNINTERRUPTED,
SECURE, OR ERROR-FREE FASHION, (III) THE RESULTS THAT MAY BE
OBTAINED FROM USING SERVICES, WILL BE ACCURATE OR RELIABLE
OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION,
OR OTHER MATERIAL PURCHASED FROM MERCHANTS USING VEMLI WILL
MEET ALL YOUR REQUIREMENTS.
From time to time, we may add, make changes to or remove
altogether features or functionality of the Services. If
you're using Services, you may need to install a new or
updated version before you can receive the benefit of those
changes. We may also decide to cease providing all or some
of the Services at any time, and nothing in these Terms is
to be taken as a guarantee that the any Services will always
be available, either in its current form or at all, or that
we will support, maintain or continue to offer the Services
or any version of them.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT VEMLI COMMERCE SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, LOSS OF USE OF DATA OR OTHER INTANGIBLE LOSSES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR USE OF OR INABILITY TO USE THE SERVICES; (II) ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED FROM VEMLI COMMERCE; (III) ANY UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) ANY STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO YOUR USE OF THE SERVICES.
VEMLI COMMERCE’S TOTAL AGGREGATE LIABILITY FOR ALL DIRECT CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWSOEVER CAUSED, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO VEMLI COMMERCE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE RELEVANT CLAIM.
You are responsible for all activity that results from use
of the Services through your account. You are responsible
for maintaining the security of your account and password.
Vemli will not be liable for any loss or damage that may
result from any failure to keep User names and passwords
secure.
You indemnify Vemli against all forms of liability, actions,
proceedings, demands, costs, charges and expenses which
Vemli may incur or suffer as a result of use of the Services
through your account or as a result of your failure to
comply with these Terms.
You must not:
(a) use the Services in any unlawful
manner (or if use of the Services would cause you to breach
any law or regulation applicable to you), for any unlawful
or fraudulent purpose, or in any manner inconsistent with
these Terms;
(b) infringe our intellectual property
rights or those of any third party in relation to your use
of the Services;
(c) transmit any material that is
defamatory, offensive or otherwise objectionable in relation
to your use of the Services;
(d) use the Services in a
way that could damage, disable, overburden, impair or
compromise our systems or security or interfere with other
users;
(e) collect or harvest any information or data
from the Services or our systems or attempt to decipher any
transmissions to or from the servers running any Services;
(f) disclose or distribute information relating to
another User of the Services to any third party, or use any
other User's information for any marketing purposes unless
you have that User's express permission to do so; or
(g) access or register User logins via bots or other
automated methods.
You agree to use the Services in a reasonable way
(including, to avoid doubt, if you have subscribed for an
'unlimited' account). If we determine that your use of the
Services is not reasonable or that your use is causing
degraded performance of the Services for you or for other
Users, we may impose limits on your use of the Services.
Where possible, we will endeavour to give you at least 24
hours prior notice and request that your usage is reduced
before imposing any limits.
Limits on your use of the Services may include (but are not
limited to) the quantities and volumes of the following
parameters, per retailer:
(a) storage required to host
and backup retailer data;
(b) sales transactions per
calendar month;
(c) page views per five (5) minute
period;
(d) bandwidth usage per twenty four (24) hour
period; or
(e) stores, POS devices, employees, items
and customers.
You must not:
a. use the Services in any unlawful manner (or if use of the
Services would cause you to breach any law or regulation
applicable to you), for any unlawful or fraudulent purpose,
or in any manner inconsistent with these Terms;
b. infringe our intellectual property rights or those of any
third party in relation to your use of the Services;
c. transmit any material that is defamatory, offensive, or
otherwise objectionable in relation to your use of the
Services;
d. use the Services in a way that could damage, disable,
overburden, impair or compromise our systems or security or
interfere with other users;
e. collect or harvest any information or data from the
Services or our systems or attempt to decipher any
transmissions to or from the servers running any
Services;
f. disclose or distribute information relating to another
User of the Services to any third party, or use any other
User's information for any marketing purposes unless you
have that User's express permission to do so; or
g. access or register User logins via bots or other
automated methods.
h. use sexually explicit, racial, ethnic, cultural, or
similarly offensive, provocative, shocking, or inappropriate
names and labels and other offending content.
i. process personal data in an unlawful way such as not
following the provisions of:
You acknowledge and agree that Vemli may offer Content that
is protected by copyright, patent, trademark, trade secret,
or other proprietary rights and laws governing such legal
relations.
Except as expressly provided by the Terms and Conditions,
You agree not to use such Content in bad faith, in whole or
in part, including but not limited to because such use would
be in direct violation of copyright rights and interests,
and the rights and interests of other Customers.
Any use of Services, except as specifically stated in these
Terms of Use, is prohibited. Technology and computer
software, applications, content, design, images and the like
underlying or relating to Services, are protected by
copyright and other laws. You agree not to carry out the
following actions, namely: copy, modify, create derivative
works of, reverse engineer, disassemble or otherwise attempt
to derive the source code, sell, assign, sublicense or
otherwise transfer rights to Services. Any rights not
expressly granted herein are reserved to Vemli. No part of
these Terms of Use shall be construed as granting, by
implication, or otherwise, any license or right to use
intellectual property rights for Services or parts
thereof.
By posting on the Website or Apps information on trademarks
and other data protected by copyright, You represent and
warrant the availability of appropriate rights for this
placement.
We will maintain appropriate technical and organizational
measures to protect the security of the data or content that
you input into the Services.
You are responsible for complying with all applicable data
protection laws in respect of your use of the Services and
with regard to any instructions you issue to Vemli Commerce
with regard to the processing of personal data you provide
to Vemli through the Services. In particular, you must
ensure you have properly informed and obtained all necessary
rights, authorizations or consents from any end-users,
consumers, personnel or other individuals to whom the data
relates, to enable Vemli Commerce to lawfully access their
personal data under these Terms and to process their
personal data outside of their country of residence.
You shall not provide (nor permit any User to provide) any
Sensitive Data to Vemli.
If you are in the European Union and your use of the
Services requires us to process personal data falling within
the scope of the EU General Data Protection Regulation
2016/679, then you can download and execute our Data
Processing Addendum ("DPA"). Once executed, the DPA shall
apply to processing of such personal data and shall hereby
be incorporated by reference.
On expiry or termination of these Terms, or upon cancellation of your account, the data submitted by you to the Services will be deleted after 30 days, unless applicable laws or regulations require Vemli to retain the data for a longer period. To the extent that we continue to hold the data, it shall be securely isolated and protected from further processing except to the extent required by applicable law. During the 30-day period, you may export the data using any self-service tools available at the time. If you request assistance, we may, at our sole discretion, provide additional support to facilitate the data transfer, subject to an additional fee. Such assistance will not be provided unless you have given prior written approval for fee estimation shared with you.
You acknowledge and agree that we do not provide payment processing, money transmission, or any other regulated payment services. We do not at any time receive, hold, or transmit funds on your behalf. All payment transactions initiated through the Services are processed solely by Stripe, Inc. and/or its affiliates (collectively, “Stripe”), and are subject to the Stripe Connected Account Agreement available at https://stripe.com/connect-account/legal/full, which includes the Stripe Services Agreement available at https://stripe.com/legal/ssa (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as a merchant on Vemli, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.
As a condition of Vemli enabling payment processing services through Stripe, you agree to provide Vemli with accurate and complete information about you and your business, and you authorise Vemli to share such information, and transaction information related to your use of the payment processing services, with Stripe.
Furthermore, where permitted by applicable law (for example, in some jurisdictions such as Canada), Stipe may obtain information about you from credit reporting agencies or other information providers in order to verify your identity and help prevent fraud. Any personal data processed by Stripe, and any information obtained by Stripe in connection with the provision of its services, is handled exclusively in accordance with Stripe’s Privacy Policy (available at https://stripe.com/privacy).
To the maximum extent permitted by applicable law, we make no representations, warranties, or guarantees of any kind, express or implied, regarding Stripe or any payment processing services made available through Stripe, including without limitation any warranties of merchantability, fitness for a particular purpose, title, non‑infringement, availability, or security.
Without limiting the foregoing, we shall not be responsible
or liable for:
We may provide integrations or technical connectivity to enable you to interact with Stripe. While we use commercially reasonable efforts to keep such integrations available and functioning, we do not warrant or guarantee continuous, uninterrupted, or error‑free access to any payment processing service. Access to payment processing via Stripe may be suspended, limited, or modified from time to time, including to permit maintenance, upgrades, or the introduction of new features, or due to actions or outages on Stripe’s side or that of other third parties.
Where reasonably practicable, we will provide advance notice of any scheduled interruptions that are within our control and will use commercially reasonable efforts to restore access promptly. At no time shall we be liable for any unavailability, delay, or malfunction of Stripe’s services, or for any resulting inability to complete or reconcile transactions, except to the limited extent that such liability cannot be excluded under applicable law.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold us harmless from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of Stripe’s services; (b) your breach of the Stripe Terms; or (c) any dispute between you and Stripe in relation to payment processing.
(a)System Security. Vemli shall maintain the Services in
accordance with commercially reasonable industry security
standards. We shall implement and maintain administrative,
physical, and technical safeguards designed to protect the
integrity of the environment through which you use our
Services.
(b) Third-party processing. The Parties acknowledge that all
processing, transmission, and storage of credit card data is
performed exclusively by Stripe and Vemli does not at any
time handle, store, or have access to raw cardholder
data.
(c) Mutual Compliance. Each Party is responsible for
maintaining its own compliance with the security standards
and regulations applicable to them in the payment lifecycle.
You remain solely responsible for the security of your own
hardware, local network, and any actions taken by your
Authorised Users.
These Terms and any dispute or claim arising out of or in connection with these Terms shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any choice‑of‑law or conflict‑of‑laws rules, and the courts of England and Wales shall have exclusive jurisdiction.
We work with a number of partners, value added resellers and
other third parties to promote, market and integrate other
products and services with the Services. In some cases, we
may receive a commission from those partners and third
parties for referring our customers to them, or we may pay a
commission to third parties where customers are referred to
us.
If we don't insist that you perform any of your obligations
under these Terms, or if we do not immediately enforce our
rights against you, that will not mean that we have waived
our rights against you and will not mean that you do not
have to comply with those obligations.
The Services are provided for use in business, so you are
not a consumer. To the maximum extent permitted by law, any
statutory or other consumer protection provisions (including
in the Consumer Guarantees Act 1993 and in the Fair Trading
Act 1986) do not apply to the Services, these Terms or our
relationship with you.
Each clause in these Terms operates separately. If any court
or competent authority decides that any of them are unlawful
or unenforceable, the remaining conditions will remain in
full force and effect.
Any provisions of these Terms which by their nature are
intended to survive termination or expiry shall survive and
remain in full force and effect.
You are not permitted to assign, sub-licence, novate or
transfer these Terms or any of the rights licensed under
them.
