Service Terms and Conditions
LAST UPDATED: August 13th, 2019
General Terms & Conditions
In order to benefit from Vitamin Software’s ‘Services’, the Client and Vitamin Software (‘the Parties’) enter into a contract (‘the Agreement’). The Agreement is a legally binding document for both Parties and supersedes all previous negotiations, agreements or conditions between them. This includes the present Services Terms and Conditions or other Terms and Conditions referenced anywhere else in Vitamin Software’s public or private communication. As such the Agreement can only be changed by mutual written consent.
Independent Contractor Relationship
Unless otherwise stipulated in the Agreement, Vitamin Software retains the status of an independent contractor, not an employee or associate of the Client. We are therefore solely responsible for all taxes, withholdings, insurance, and any other obligations that may apply to an independent contractor.
Scope of Work
The Scope of Work for each project will be defined in the Agreement, based on prior negotiations between the Parties.
Vitamin Software reserves the right to decline, or charge additionally for, work that we reasonably deem to be beyond this scope.
Vitamin Software commits to assign to the Client all right, title and interest in the work produced or developed under the Agreement, including all patent, trade secret and trademark rights, and copyrights.
This assignment is conditioned on Vitamin Software being paid the full amount owed under the Agreement.
Disclosure to third parties
There are cases when we need to provide the Client’s sensitive information to affiliates and contractors connected with and providing services to Vitamin Software. Third party service providers or affiliates and contractors can relate to:
functional requirements (i.e. payment processors, website hosting companies, etc.) or
development requirements for the project or product we are developing for the Client, under the Agreement.
The third parties will only receive the information necessary to provide the respective services and are bound by confidentiality and Non-Disclosure Agreements, limiting the use of such information.
In the case of Vitamin Software’s contractors that limitation is enforced by their respective Privacy Policies. Should any specific NDA have been signed between the Parties as part of the Agreement, it is legally binding for Vitamin Software’s contractors.
In the case of all other third party service providers, that limitation is enforced by their respective Privacy Policies.
Any information supplied by the Client to Vitamin Software, or vice-versa, that is marked as "Confidential" must be used only for the purposes of the Agreement and must not be disclosed to other parties without the discloser's written consent.
This does not apply to information that is publicly available or that the recipient already properly knew, developed or received independently.
When the Agreement terminates, Vitamin Software must return to Client any materials containing confidential information.
Confidentiality obligations survive termination of the Agreement.
Upon entering into a contract, Vitamin Software warrants that no obligation to a third party prohibits us from entering the Agreement, and that, to our knowledge, work produced under the Agreement will not violate the intellectual property rights of any third party.
Legally Required Releases of Information
We may be legally required to disclose your sensitive information, if such disclosure is:
required by subpoena, law, or other legal process;
necessary to assist law enforcement officials or government enforcement agencies;
necessary to investigate violations of or otherwise enforce our Legal Terms;
necessary to protect us from legal action or claims from third parties, including you; and/or
(e) necessary to protect the legal rights, personal/real property, or personal safety of Vitamin Software, our Users, employees, and affiliates.
Vitamin Software uses Braintree, a division of PayPal™, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement, and the Applicable Bank Agreement.
Vitamin Software’s work methodology (transparent communication with the client, planning together for a roadmap) ensures that the need for refund claims is minimized. Whenever we receive such a request, we treat it with the utmost importance. Examples of claims which qualify include, but are not limited to:
an over-payment, payment error, or other invalid payment, which results in an incorrect amount being transferred to our accounts.
the requirement to provide a refund under international consumer law or other relevant consumer protection laws.
If either party materially breaches the Agreement, the non-breaching party may terminate the Agreement only by providing written notice of the breach to the breaching party.
Unless otherwise stipulated in the Agreement, the breaching party shall have 5 days to cure the breach after receiving such notice. If the breaching party fails to cure the breach in that time, the Agreement shall terminate except with respect to those obligations that are noted in the Agreement as surviving termination.
If the Agreement terminates for any reason other than a material uncured breach by Vitamin Software, then Vitamin Software is immediately entitled to compensations, as stipulated in the Agreement.
The Agreement is governed by the laws of the state of Virginia, USA.
Any disputes arising from it must be handled exclusively in courts in those states. The prevailing party in any dispute will be entitled to recover reasonable costs and attorney's fees.