Terms and Conditions

Vince’s terms & conditions apply to Subscription Software and related Professional Services specified in the Agreement. 

1. Definitions

Acceptance date refers to the calendar date on which the deliverables, services, or software provided under an agreement are formally approved by the receiving party. Approval may be communicated in writing, electronically, or as otherwise agreed upon in the agreement or if the outcome of the services has been taken into production use.

Affiliate means any legal entity that a party owns, that owns a party, or that is under common ownership with a party, ownership meaning holding 50% or more of the shares or voting rights of an entity. 

Agreement refers to a legally binding arrangement entered between two or more parties, setting forth the terms and conditions governing their relationship. This includes, but is not limited to i) Software subscription agreements and ii) professional services agreements.

Authorized Third Party means a third party that Customer has authorized to use or access the Cloud Service solely for the benefit and on behalf of Customer or its Affiliate. 

Vince means the Vince legal entity specified in Agreement. 

Vince Certified Partner: A third-party entity or individual that has been officially recognized by Vince through a Partner Agreement.

Customer means the customer legal entity specified in the Agreement. 

Customer Data means any data or material related to Customer's business submitted by Customer or its Affiliate, or on behalf of Customer or its Affiliate, to the Cloud Service. 

DPA means the personal data processing appendix, which contains the terms governing the processing of personal data, referenced to in the Agreement. 

IPR means all present and future intellectual property rights including copyrights, trademarks and patents. 

Professional Services mean consulting services, such as implementation, configuration, operational analysis, development, training and design performed by Vince or its Subcontractor in connection with the provision of the Cloud Service or as a separate service, as may be specified in more detail in the Scope Statement or Change Document. 

Service Documentation means Vince’s standard solution/service description, service level agreement and technical requirements appendices referenced to in the Agreement. 

Scope Statement means a scope statement, statement of work, change document, change order, change request, or other similar document describing the Professional Services. 

Subcontractor means Vince Affiliates and other subcontractors who fulfill and/or assist with the performance of the Agreement. 

Subscription software refers to software that is licensed to users on a recurring basis, typically under a subscription model. Access to the software is provided for a specified period, subject to payment of a subscription fee based on an agreement.

2. Subscription software

2.1 Right to Use. Vince grants Customer and its Affiliates the right to access and use the subscription software and related documentation for their internal business purposes in accordance with the Agreement. Additionally, an Authorized Third Party may use the subscription software solely for the benefit and on behalf of Customer and/or its Affiliate (“hosting”). If hosting is used, the Customer shall remain responsible to comply with the Customer’s limited right to use the subscription software. The right to use the subscription software is limited to the chosen subscription model the Customer at any time subscribes to. 

2.2. Acceptable Use. Customer, its Affiliates and Authorized Third Parties shall not i) gain, or attempt to gain, unauthorized access to the subscription software, ii) permit, or attempt to permit, unauthorized third parties to access the subscription software, iii) use the subscription software to send or store infringing or unlawful material, or iv) interfere with, disrupt or compromise the integrity, performance or security of the subscription software (including data contained therein).

2.3 Subscription term. The Agreement has a mandatory period calculated from the date the Agreement comes into force and until 12 months after the turn of the month following the date the Agreement comes into force. The period from the date the Agreement comes into force and until the end of the obligatory period is called “Subscription term”. After the expiry of this first Subscription term, the agreement is renewed for new Subscription terms, until terminated in accordance with the provisions in section 8.1.

2.4 Usage. The subscription software licensed under the Agreement cannot be implemented, used, marketed or offered to other parties in a way that is positioned as a public cloud service or multi-tenant online service.

2.5 Customer’s Responsibilities. Customer is responsible for i) evaluating and ensuring suitability of the subscription software for its business purposes and needs, ii) providing Vince with reasonable cooperation and access to all relevant information and data necessary for providing the subscription software and performing Professional Services, iii) ensuring its systems and networks comply with the agreed technical requirements, iv) notifying Vince promptly of security incidents or misuse related to the subscription software that the Customer becomes aware of, v) ensuring the confidentiality of authentication credentials associated with the use of the subscription software is adequately maintained, and vi) all activity occurring under its own, its Affiliates’ and Authorized Third Parties’ user accounts. 

2.6 Software users. The Users should only be Customer’s employees or hired personnel who according to an agreement are performing services for the Customer. The Users shall commit themselves to follow these conditions. No other than the Users shall be able to use the subscription software without a prior written consent from Vince. The Customer shall not disassemble, decompile or reverse engineer the subscription software, except in such situations as permitted by mandatory legal law in Norway or if Vince has given its express consent. In case of breach of these conditions, Vince is entitled to immediately terminate the Agreement and withdraw the Customer’s right to use the subscription software. Such actions from Vince shall not release the Customer from the obligation to pay for the whole running Subscription term. 

2.7 User tier. For any subscription option involving a "user tier," all named users, whether active or passive, will be considered users of the subscription software and included in the total user count. Users affiliated with Vince and Vince Certified Partners are excluded from this count.

2.7.1 Vince Certified Partners are permitted to assist customers in building workflows but may not perform routine tasks on behalf of customers. If they engage in routine operational tasks, they will be counted as users.

2.8 Customer Data. Vince may use Customer Data solely for the purpose of providing the subscription software under the Agreement. All rights, title, and interest to Customer Data is owned by the Customer. Customer is responsible for the content of Customer Data and for securing and maintaining all rights and authorizations in Customer Data necessary for Vince to provide the subscription software without violating applicable laws or rights of third parties. Terms governing the processing of personal data contained in Customer Data are specified in the Data Processing Appendix, hereby (“DPA”). 

2.9 Software updates. Vince strives to continuously improve the subscription software and may update the subscription software from time to time at its discretion, making every reasonable effort to avoid impacting the functionality of the subscription software for Customer. Vince shall make available information regarding the changes made to the subscription software as soon as reasonably possible in accordance with its standard practices described in the Service Documentation. 

2.10 Subcontractors. Vince may involve Subcontractors for the performance of Professional Services and provision of the subscription software and shall be fully liable for their work. Terms related to the use of Subcontractors that process personal data are specified in the DPA. 

2.11 Payment terms. The Agreement shall be invoiced in advance. The payment terms of the invoice are stated in the Agreement. The invoice shall cover the period which is agreed in the proposal from Vince or a certified Vince Partner. Billing will commence once the customer is granted access to the subscription software. Vince may modify the terms and conditions of the Agreement – including the price for subscription to the Software – with 90 days prior notice, with effect from the start of the following Subscription term.

2.12 Pricing. The price for subscription to the Software for a Subscription period is specified in the proposal from Vince or a certified Vince Partner. The price is calculated based on the agreed upon software and subscription type. 

2.12.1 Subscription options

Fixed Price Subscription: A fixed fee is charged regardless of usage within the Agreement’s scope.
User Tier Subscription: Pricing is based on predefined user tiers. Fees are adjusted according to the number of users within each tier. 
Module-Based Subscription: Pricing varies based on both the selected modules and the applicable user tier. The total fee is calculated by combining the cost of each module with the user tier pricing. 
Usage-Based Subscription: Applicable to customers on the Vince Platform, this model is based on the number of workflows runs executed. Pricing is determined by the volume of transactions.

2.12.2 Additional usage. If the Customer exceeds the initial Agreement terms regarding Users, Modules, Sites, or Transactions, Vince will automatically issue a new invoice and updated Agreement to cover the additional usage in accordance with the current price list. The Customer shall be invoiced for the period starting from the date the order is processed by Vince through to the end of the current Subscription term. Thereafter, the new licenses will be included in the calculation basis for the next Subscription period, in accordance with the provisions above. 

2.12.3 Renewal. Upon renewal, Subscription Fees may be adjusted to reflect our then-current list price. These adjusted fees will automatically apply at the start of the next Renewal Term. Should the Customer wish to avoid fee adjustments, either party may choose to terminate the subscription at the end of the Current Term by providing notice as outlined in the 8.1   

2.13 Breach of agreement. If the Customer utilizes the subscription software beyond the limitation of the usage rights in this Agreement, does not pay amounts when due, or otherwise does not fulfil its obligations pursuant to the Agreement, Vince shall have a right to terminate the Agreement with immediate effect. The Customer recognizes that Vince has a right to include in the Software functionality that locks the Software after a period defined by Vince. This functionality will be effective to the extent the subscription fee is not paid by the Customer when due. The subscription software will in such cases not be available for use before such amounts, including interest and other potential expenses in relation to the payment default, are paid. 

2.14 Termination. Each party can terminate the Agreement. The termination of the Agreement must be done in writing and will have effect from the end of the running Subscription term. A written notice of termination shall be sent to the other party at least 30 days prior to the end of the running Subscription term. The termination shall not involve any form of refund of the compensation and shall only indicate that there will not be extended for the next Subscription term. If the terminate notice is not issued in accordance with the provisions above, the Agreement shall be automatically renewed for a new Subscription term. 

3. Professional Services

3.1 General. Vince may perform Professional Services related to the Cloud Service and customer solutions on prem that may be specified in more detail in the Scope Statement. Terms and conditions of section 2 apply unless otherwise specifically agreed in the Scope Statement, or in case the Professional Services are performed without a separate Scope Statement. 

3.2 Testing and Acceptance. Vince shall test the results of Professional Services in accordance with its standard practices. Customer is responsible for functional testing of the results of Professional Services. Results of Professional Services are deemed accepted if Customer i) accepts the results in writing, ii) does not present Vince with a written complaint describing defects, which preclude acceptance, within 15 days from the date of completion of the results, or iii) takes the Cloud Service into production use. Defects in the results of Professional Services which do not substantially interfere with Customer’s use of the Cloud Service shall not preclude acceptance of the results. 

3.3 Delays. Vince shall use reasonable efforts to meet any specific time schedules mutually agreed by the parties in writing. Vince is not responsible for any delays that are not solely attributable to Vince or its Subcontractors. 

3.4 Expenses. Customer shall reimburse Vince for reasonable travel time and expenses incurred in connection with performing the Professional Services as agreed by the parties in advance. See Professional Services Price List for details. 

4. Support

4.1 Vince will provide Customers with support services in relation to the Products in accordance with what is set out herein. Support Events will be classified by Vince as an Change Order, CaaS Request, Question, Incident, Product Enhancement Request or Maintenance Request, as applicable. Incident support is included in the subscription fee, provided the Incident was not caused by the Customer and unless otherwise set out herein. All other requests will be subject to additional charges, unless otherwise provided in any plan agreed separately between the parties.

Incidents are classified by Vince according to the below definitions. In respect of Incidents, Vince undertake to adhere to the below Response Times, measured from receipt of incident.

Category	Response Times	Description
Critical Incidents (High)	6 business hours*	The Product has significantly reduced functionality or performance; which is critical to the business and no work around is available.
Inconvenient Incidents (Medium)	10 business hours*	The Product has reduced functionality or performance which are not Critical Incidents.
Minor Incidents and Remarks (Low)	24 business hours*	Minor defects or remarks suggesting changes in the Product to improve usability, to correct insignificant faults (i.e. minor faults not significantly affecting the daily use of the Product).

* Local Business Hours means 8 a.m. (08:00) to 6 p.m. (18:00) Monday to Friday excluding local holidays, in accordance with local time zone applicable to the business address of contracting Vince company.

Customer shall name the persons in your organization with the appropriate power of authority to:

issue Service Requests and/or Change Requests; and

approve any changes to the Customer configuration as a consequence of resolving an Incident.

Customer shall notify Vince of Incidents without undue delay following detection thereof. When reporting an Incident Customer shall, where applicable, provide Vince with the following information in English;

the name of the person reporting the Incident

a short description of the Incident and how it is manifested

how the Incident can be reproduced or verified

in what situations, the Incident occurs

the effects of the Incident, and

any other relevant information (screen-prints, logs etc.).

5. Confidentiality

5.1 Definition. In connection with the Agreement, the parties and their respective Affiliates may disclose to each other non-public information relating to their business, including Customer Data, implementation plans, product roadmaps, technical, financial or pricing information, and information which is marked as confidential or that reasonably should be considered as confidential (“Confidential Information”). Confidential Information does not include any information that i) is or becomes generally known to the public without breach of any obligation owed to the discloser, ii) was known to the recipient prior to its disclosure by the discloser without breach of any obligation owed to the discloser, iii) is received from a third party without breach of any obligation owed to the discloser, or iv) was independently developed by the recipient. 

5.2 Use and Disclosure. Recipient agrees to hold discloser’s Confidential Information in confidence, to use it only for purposes consistent with the Agreement, and not to disclose it to any third party. Recipient may disclose Confidential Information only to its, its Affiliates’, and its Subcontractors’ directors, employees and advisors who need that access for purposes consistent with the Agreement, including Authorized Third Parties, and who are required to protect it against unauthorized disclosure in a manner no less protective than under this section 3. Recipient may also disclose discloser’s Confidential Information in any legal proceeding or to a governmental entity as required by law. If recipient is compelled by law to disclose discloser’s Confidential Information, it shall provide discloser with reasonable prior notice of such compelled disclosure, to the extent legally permitted.

6. Warranties

6.1 General. Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with i) in the case of Vince, the operation of Vince’s business as it relates to the Cloud Service/Software and Professional Services, and ii) in the case of Customer, Customer Data and Customer’s, its Affiliates’ and Authorized Third Parties’ use of the Cloud Service/Software. Vince undertakes to comply with the Vince Code of Conduct in its business operations. Customer represents that it, and its Affiliates and Authorized Third Parties, are not named on any Governments list of persons or entities prohibited from receiving exports. Customer shall not permit its, its Affiliates’ or Authorized Third Parties’, users to access or use the Cloud Service/Software in embargoed country or in violation of any export law or regulation. 

6.2 Cloud Service/Software. Vince warrants that from the acceptance date and during the term of the Agreement it shall provide the Cloud Service/Software in material conformance with the Service Documentation. If a Cloud Service/Software does not materially conform to the Service Documentation, Customer must promptly report and describe the non-conformity in writing in the Vince Customer Portal, as may be specified in more detail in the Service Documentation. If the reported non-conformity adversely impacts Customer’s use of the Cloud Service/Software, Vince shall bring the affected Cloud Service/Software into material conformance with the Service Documentation within timeframes specified in the Service Documentation (or within reasonable timeframe if not specified).  

6.3 Professional Services. Vince warrants that i) during the term of the Agreement it shall perform Professional Services in accordance with good industry practice and high professional standards and shall assign an adequate number of properly educated, trained and qualified personnel to perform the Professional Services and ii) for a period of 30 days from the acceptance date the result of Professional Services shall materially conform to the Scope Statement. If the result of Professional Services does not materially conform to the Scope Statement, Customer must report and describe the non-conformity in writing during the warranty period. If the reported non-conformity adversely impacts Customer’s use of the Cloud Service, Vince shall bring the result into material conformance with the Scope Statement within a reasonable timeframe. 

6.4 Exclusions. Warranties provided in this section do not apply if Customer is in material breach of the Agreement, and do not cover any non-conformities or defects that are not attributable to Vince or its Subcontractors. Please refer to section 2.13.

6.5 Disclaimer. Other than the warranties provided in this section, Vince provides no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply to the fullest extent permitted under applicable law. 

7. INDEMNITY 

7.1 Vince Indemnity. Vince will defend Customer, at Vince’s own cost, against any claims made by a third party that a subscription software used by Customer in accordance with the Agreement infringes that third party’s IPR. 

7.2 Customer Indemnity. The customer agrees to indemnify, defend, and hold Vince, its affiliates, officers, directors, employees, agents, licensors, and partners harmless from and against any and all claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

Your Use of the Software: Any use of the software or services that breaches these Terms and Conditions or violates any applicable laws or regulations.
Third-Party Claims: Any claim by a third party alleging that your use of the software or services infringes or misappropriates intellectual property rights, privacy rights, or any other rights.
Data and Content: Any data, content, or materials that you upload, submit, or otherwise transmit through the software or services.
Violation of Rights: Your breach of any third-party rights, including but not limited to intellectual property, confidentiality, or privacy rights.

7.3 Process. Customer or Vince (Indemnitee) must notify the other party (Indemnifier) promptly of any such claims, give the Indemnifier sole control over the defense and settlement of the claim, and provide reasonable help in defending the claim. Subject to the foregoing, the Indemnifier will indemnify the Indemnitee for i) the amount paid by the Indemnitee to the third party based on a settlement (agreed by the Indemnifier) or final court judgment, and ii) reasonable legal and other out-of-pocket expenses that the Indemnitee incurs in giving help to the Indemnifier. 

7.4 Remedies. If Vince reasonably believes that a claim under clause 6.1 may bar Customer’s use of the subscription software, Vince will either obtain the right for Customer to keep using the subscription software or modify or replace the subscription software with a functional equivalent. If either of these options would cause unreasonable costs to Vince, Vince may terminate Customer’s right to use the infringing subscription software and shall reimburse the corresponding proportion of prepaid fees for the terminated subscription software. 

7.5 Limitations. Vince is not liable if the claim under clause 6.1 results from i) use of the subscription software in violation of the Agreement or against Vince’s written instructions, ii) alteration of the subscription software by Customer not authorized by Vince, iii) Vince’s compliance with Customer’s express written instructions, or iv) use of the subscription software in combination with any product or service not provided by Vince if the subscription software would not infringe without such combination. Customer is not liable if the claim under clause 6.2 arises from use of Customer Data by Vince in violation of the Agreement. 

7.6 Exclusive Remedy. This section sets forth the Indemnifier’s sole liability and the Indemnitee’s exclusive remedy with respect to any third-party claims under clauses 6.1 and 6.2. 

8. LIMITATION OF LIABILITY 

8.1 Cap. The aggregate liability of each party arising out of or related to the Agreement shall not exceed the total amount paid by Customer hereunder for the subscription software that gave rise to liability during the 12-month period preceding the event out of which the liability arose. “Event” means any single event or a series of connected events giving rise to liability and arising from the same cause. 

8.2 Exclusions. Neither party will be liable for i) any loss of profits, revenues, anticipated savings, business, business opportunity, goodwill, any business interruption, or any interest payable to third parties (whether any such damage is direct or indirect), or for ii) any indirect, special, incidental, consequential or punitive damages, regardless of the form of action or theory of liability, even if the party knew or should have known that such damages were possible. 

8.3 Exceptions to Limitations. The liability limitations in this section do not apply to the indemnification obligation under section 6 or Customer’s payment obligation under the Agreement. 

8.4 Other. All claims under the Agreement must be made within 12 months from the event out of which the liability arose. The limitations of liability in this section apply to the fullest extent permitted by applicable law. 

9. TERM, TERMINATION AND SUSPENSION 

9.1 Term. The effective date and term of the Agreement are specified in the Agreement. The Agreement can be terminated according to the Agreement or clause 8.2.  

9.2 Termination. Either party may terminate the Agreement for cause if the other party i) is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of such breach, ii) ceases its business operations or becomes subject to insolvency or bankruptcy proceedings, or iii) is unable to perform a material obligation under the Agreement for more than 30 consecutive days as a result of a force majeure event (defined in clause 8.4). 

9.3 Suspension. Vince may temporarily suspend Customer’s, its Affiliate’s and/or Authorized Third Party’s access to the subscription software if i) their actions pose a material security risk to, or may otherwise materially damage or harm the subscription software or the underlying infrastructure, ii) an undisputed invoice is more than 30 days overdue after Vince’s written notice of the delay, or iii) Customer is in material breach of the terms of the Agreement. Suspension will be limited to the corresponding part of the subscription software and will be in effect only while the circumstances giving rise to suspension exist. When reasonably practicable and lawfully permitted, Vince will provide Customer with a prior notice of any such suspension. 

9.4 Return of Customer Data. Vince shall make Customer Data available to Customer at a minimum for a period of 90 days from the effective date of termination of the respective subscription software. After such 90-day period, Vince shall have no obligation to maintain or provide any Customer Data. Specific practices regarding return of Customer Data may vary depending on the subscription software and may be specified in more detail in the Service Documentation. 

10. MISCELLANEOUS 

10.1 Analyses. Vince may create analyses utilizing, in part, Customer Data (excluding personal data) and information derived from Customer’s use of the subscription software. Such analyses will aggregate information and will not identify Customer, its Affiliates, business partners, or any individual to any third party. Examples of how analyses may be used include: optimizing service performance, research and development, and data products such as industry trends and developments. 

10.2 Assignment. Either party may assign the Agreement to its Affiliate, subject to prior written notification to the other party. Any other assignment by Customer of its rights and obligations under the Agreement is subject to Vince’s prior consent (not to be unreasonably withheld). Vince may assign the Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. The Agreement shall bind and inure to the benefit of parties’ respective successors and permitted assigns. 

10.3 Conflicts. In case of conflict, the Agreement terms prevail over these Terms and conditions and other appendices, except where an appendix specifically refers to and amends a specified section of a higher priority document, in which case such specific provisions in the lower priority document shall take precedence to the extent of the contradiction. 

10.4 Force Majeure. Neither party will be liable for any delay or failure to perform any obligation under the Agreement due to any cause beyond party’s reasonable control, including telecommunications failure, cyber-attack, act or order of government body or change of regulation, fires, floods, storms, earthquakes, war, terrorism, epidemics or similar events, natural disasters or extreme adverse weather conditions. Force majeure impacting Customer shall not release Customer from its payment obligations under the Agreement. 

10.5 Insurances. During the term of the Agreement, Vince shall maintain in force an appropriate insurance program which reasonably covers anticipated liabilities arising under the Agreement. Upon Customer's written request, Vince shall provide a copy of the relevant insurance certificates. 

10.6 Law and Disputes. The Agreement is governed by the laws of the country, or where applicable the state, in which Vince is incorporated, excluding its conflict of laws principles. All disputes arising out of or in connection with the Agreement that cannot be settled by negotiations between the parties shall be finally settled by the courts of the country, or where applicable the state, in which Vince is incorporated.  

10.7 Notices. All notices under the Agreement including claims, disputes, terminations and assignments, must be in writing and addressed to the contact person specified in the Agreement or to such other person indicated by the party in writing. Notice will be treated as given on the date of receipt, as verified by written notice of receipt. If a notice was sent via email and no such notice of receipt was received, notice must be provided by a registered or certified mail. 

10.8 Payments. Customer shall pay all fees specified in the Agreement to Vince without any set-off, deduction or withholding. Should Customer in good faith believe its invoice is incorrect, Customer must provide Vince with a written notice within 90 days from the invoice date or otherwise such claim is waived. Annual interest rate for delayed payments is the maximum rate allowed by applicable law. Subject to prior notice, Vince may assign delayed payments to a third party for collection and charge the incurred reasonable expenses to Customer. 

10.9 Reservation of Rights. Except for Customer Data, all rights, title, and interest in and to all IPR related to the subscription service and results of Professional Services are exclusively owned by Vince. Rights not expressly granted to Customer under the Agreement are reserved by Vince. In case of customer-specific documentation related to the subscription service, Vince grants to Customer a non-exclusive, non-transferable, limited license to use such documentation during the term of and for the purposes of the Agreement. Vince alone shall own all rights, title, and interest in and to any feedback, suggestions and enhancement requests related to the subscription service provided by Customer. 

10.10 Survival. Terms of section 4 (confidentiality), section 7 (limitation of liability), clause 8.4 (return of customer data), and section 9 (miscellaneous) will survive the termination of the Agreement. 

10.11 Taxes. Fees imposed under the Agreement are exclusive of all taxes, levies, and duties. Customer is responsible for all taxes other than Vince’s income and payroll taxes. If any deduction or withholding is required by law, Vince shall pay the taxes and add the amount to the fees invoiced to and paid by Customer, so that the net amount Vince receives remains unchanged, unless Customer provides Vince with a valid tax exemption certificate. 

10.12 Other. The Agreement constitutes the parties’ entire agreement regarding its subject matter, superseding all prior oral or written communications. If any part of the Agreement is held unenforceable, the rest remains in full force and effect. Failure to enforce any provision of the Agreement will not constitute a waiver. The Agreement does not create an agency, partnership, or joint venture. There are no third-party beneficiaries to the Agreement. The Agreement may not be amended, superseded nor any obligation waived, except in writing and signed by authorized representatives of both parties. 

By accessing or using Vince's services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions. If you have any questions about these Terms and Conditions, please contact us.

Updated 05.02.2025