Terms of Service

1. Definitions

"Agreement" means these Terms of Service and any incorporated documents (Privacy Policy, DPA, Order Form).

"Customer" or "you" means the organisation or individual entering into this Agreement.

"Ventrace", "we", "us" means Ventrace Inc., the entity providing the Service.

"Service" means the Ventrace ESG platform, including web application, APIs, AI features, and related documentation.

"Customer Data" means all data, content, and materials that you submit to or generate using the Service.

"Authorised Users" means employees, contractors, and agents whom you permit to access the Service.

"Subscription Term" means the period for which you have paid for access to the Service.

2. Access & Eligibility

To use Ventrace you must: (a) be at least 18 years old; (b) have the legal authority to bind your organisation to this Agreement; (c) provide accurate registration information; and (d) not be prohibited from receiving services under applicable law.

You are responsible for all activity that occurs under your account. You must keep credentials confidential and notify us immediately at security@ventracehq.com if you suspect unauthorised access.

Ventrace may suspend access without notice if we detect activity that threatens platform security, violates these terms, or is required by law.

3. Subscription & Payment

3.1 Fees

Fees are as set out in your Order Form or the pricing published at ventracehq.com/pricing. All fees are exclusive of VAT or applicable taxes.

3.2 Payment Terms

Annual subscriptions are invoiced upfront. Monthly subscriptions are billed in advance each billing cycle. Payment is due within 30 days of invoice. Late payments accrue interest at 1.5% per month (or the maximum permitted by law).

3.3 Auto-Renewal

Subscriptions renew automatically at the end of each Subscription Term unless you cancel at least 30 days before renewal via your account settings or by contacting billing@ventracehq.com.

3.4 Refunds

Except where required by law, fees are non-refundable. If Ventrace terminates the Agreement without cause, we will pro-rate and refund unused prepaid fees.

3.5 Price Changes

We will provide at least 60 days' written notice of price increases, which take effect at the next renewal date.

4. Acceptable Use

You agree not to:

• Use the Service to violate any applicable law or regulation
• Upload malicious code, viruses, or content designed to interfere with the Service
• Attempt to gain unauthorised access to other tenants' data or Ventrace systems
• Scrape, reverse-engineer, or decompile the Service
• Resell or sublicense the Service without written permission
• Submit false, misleading, or fraudulent ESG data through the platform
• Use automated tools to overload the Service infrastructure
• Reproduce, distribute, or create derivative works of the Service

Ventrace reserves the right to investigate suspected violations and suspend or terminate access. We may report illegal activity to relevant authorities.

5. Data Ownership & Processing

5.1 Your Data

You retain full ownership of all Customer Data. You grant Ventrace a limited licence to process Customer Data solely to provide the Service and as described in our Privacy Policy and Data Processing Agreement (DPA).

5.2 Our DPA

Our Data Processing Agreement is incorporated by reference into this Agreement and governs our processing of personal data on your behalf in accordance with GDPR and applicable data protection law.

5.3 Data Portability

You may export your Customer Data at any time in machine-readable formats (JSON, CSV). Following contract termination, we will make data available for 30 days before deletion.

5.4 Aggregated Data

We may generate anonymised, aggregated statistics about platform usage (never individual Customer Data) to improve the Service and publish industry benchmarks.

6. Intellectual Property

Ventrace retains all rights, title, and interest in and to the Service, including all software, AI models, algorithms, interfaces, logos, and documentation. Nothing in this Agreement transfers any ownership of Ventrace IP to you.

You retain ownership of any feedback, suggestions, or ideas you provide. You grant Ventrace a perpetual, irrevocable, royalty-free licence to use such feedback to improve the Service without obligation to you.

7. Confidentiality

Each party agrees to keep the other's confidential information (including pricing, technical architecture, and Customer Data) confidential using at least the same degree of care used for its own confidential information (but no less than reasonable care). Neither party will use the other's confidential information for any purpose outside this Agreement.

This obligation survives termination for 5 years. It does not apply to information that: (a) is or becomes publicly known without breach; (b) was rightfully known before disclosure; (c) is disclosed by a third party without restriction; or (d) must be disclosed by law.

8. Warranties & Disclaimers

Ventrace warrants that: (a) the Service will perform materially in accordance with its documentation; (b) we will not introduce malware into your systems; and (c) we will maintain commercially reasonable security standards.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS." VENTRACE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ESG DATA PROCESSED BY AI FEATURES WILL BE ACCURATE OR COMPLETE. ESG REPORTING OUTPUTS ARE FOR INFORMATIONAL PURPOSES AND DO NOT CONSTITUTE LEGAL, FINANCIAL, OR COMPLIANCE ADVICE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL.
• VENTRACE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

These limitations apply regardless of the theory of liability (contract, tort, statute) and even if a party has been advised of the possibility of such damages. They do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be limited by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Ventrace and its officers, directors, and employees from any claims, damages, or expenses (including legal fees) arising from: (a) your breach of this Agreement; (b) your violation of any applicable law; or (c) Customer Data that infringes third-party intellectual property rights.

Ventrace will indemnify you against claims that the Service infringes a third party's intellectual property rights, subject to your promptly notifying us and cooperating in the defence.

11. Termination

11.1 By You

You may cancel your subscription at any time through account settings. Cancellation takes effect at the end of the current billing period. No refunds for unused periods (annual plans).

11.2 By Ventrace

We may terminate your account: (a) for material breach not cured within 15 days of written notice; (b) immediately for violations of the Acceptable Use Policy; (c) upon your insolvency or bankruptcy; or (d) with 30 days' notice, for any other reason.

11.3 Effect of Termination

Upon termination, your access to the Service ends. Data export is available for 30 days post-termination. Provisions that by their nature should survive (confidentiality, IP, liability, governing law) remain in effect.

12. Governing Law & Dispute Resolution

This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over disputes arising from this Agreement.

Before initiating legal proceedings, either party may request mediation through a mutually agreed mediator. Participation in mediation is voluntary but encouraged.

If you are a consumer in a jurisdiction with mandatory consumer protection laws, those laws may provide you with additional rights that these terms cannot override.

13. Changes to Terms

We may update these Terms at any time. For material changes, we will provide at least 30 days' notice by email or in-platform notification before the new terms take effect. Your continued use of the Service after the effective date constitutes acceptance. If you disagree with the changes, you may terminate your account before the effective date and receive a pro-rated refund of prepaid fees.

14. Contact

For legal enquiries related to these Terms: legal@ventracehq.com

For billing disputes: billing@ventracehq.com

Ventrace Inc., Legal Department, [Registered Address]