These terms apply to the Vertex platform in every form you might reach it. That includes our point-of-sale and business software, any hardware devices we supply or certify, the hosted cloud services that run behind them, and the application programming interfaces (APIs), software development kits and other developer tools we make available. However you access or interact with any of these — whether through a device, a web browser, a mobile app or a programmatic integration — you agree to use them in line with the terms set out here.

We may add, remove or change parts of the Services from time to time as the product evolves. Where a particular feature or component is covered by its own separate terms, those additional terms apply alongside these and prevail to the extent of any direct conflict.

To use most of the Services you will need to create an account. You agree to provide information that is accurate, current and complete when you register, and to keep that information up to date so we can reach you and administer your account correctly.

You are responsible for keeping your login credentials confidential and for all activity that takes place under your account. If you believe your credentials have been lost, stolen or used without your permission, you should let us know promptly so we can help protect your account. You must be at least 18 years old, or otherwise of the age of majority in your jurisdiction, and legally able to enter into a binding agreement, in order to use the Services.

Subject to these terms, we grant you a limited, non-exclusive, non-transferable and revocable licence to access and use the Services for your own lawful business purposes. This licence does not transfer any ownership to you, and all rights not expressly granted are reserved.

In using the Services, you agree that you will not:

• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of the Services, except to the limited extent that applicable law expressly permits;
• copy, adapt, translate or create derivative works based on the Services without our written permission;
• use the Services for any unlawful, fraudulent or infringing purpose, or in any way that violates the rights of others;
• interfere with, disrupt or place an unreasonable load on the Services, our infrastructure or other users’ use of the platform;
• attempt to gain unauthorised access to any account, system, network or data connected with the Services, or bypass any security or access control we put in place.

Some of the Services are offered free of charge, while others carry fees. Where fees apply, they will be described at the point you sign up for or enable the relevant service, and you agree to pay them in accordance with the billing arrangements shown to you.

Unless we state otherwise, fees are generally non-refundable once incurred. We may change our fees or billing practices, but where we do so for services you already use, we will give you reasonable advance notice before the change takes effect. If you do not agree to a fee change, your option is to stop using the affected paid service before the new fees apply.

How we collect, use and protect personal information in connection with the Services is described in our Privacy Policy, which forms part of these terms. Please review it so you understand our data practices.

You remain responsible for your own compliance with the privacy and data-protection laws that apply to your business and to the information you handle through the Services — including obtaining any consents and providing any notices that those laws require of you as the party collecting data from your own customers.

The Services, and all intellectual property rights in them — including the software, designs, trademarks, documentation and underlying technology — are and remain owned by Vertex or its licensors. Nothing in these terms gives you any rights in that intellectual property beyond the limited licence to use the Services described above.

If you choose to send us feedback, suggestions or ideas about the Services, you grant us a perpetual, worldwide, royalty-free licence to use that feedback to operate and improve our products, without any obligation or payment to you.

We may suspend or terminate your access to the Services, in whole or in part, if you breach these terms, if we are required to do so by law, or if we reasonably need to in order to protect the platform or other users. You may also stop using the Services and close your account at any time.

When your access ends, the licence granted to you under these terms ends as well, and you must stop using the Services. Any provisions that by their nature should continue — such as those covering intellectual property, fees already due, disclaimers, limitation of liability and governing law — will survive termination.

The Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, Vertex makes no warranties of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement.

We do not warrant that the Services will be uninterrupted, error-free or entirely secure, or that any defects will be corrected. You use the Services at your own risk, and any material or information you obtain through them is used at your own discretion.

To the fullest extent permitted by law, Vertex will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunities, arising out of or relating to your use of (or inability to use) the Services, even if we have been advised of the possibility of such damages.

Where liability cannot be excluded but may be limited, our total aggregate liability arising out of or relating to these terms will be limited to the maximum extent permitted by applicable law and, where applicable, as set out in your signed agreement with us.

These terms, and any dispute or claim arising out of or in connection with them, are governed by and construed in accordance with the laws of the applicable jurisdiction set out in your signed agreement with Vertex, without regard to its conflict-of-laws principles. Where your agreement specifies a particular forum for resolving disputes, that forum applies.

We may update or modify these terms from time to time to reflect changes in our Services, our business or the law. When we make material changes, we will provide reasonable notice — for example by posting the updated terms here or notifying you through the Services. Your continued use of the Services after an update takes effect means you accept the revised terms. If you do not agree to a change, you should stop using the Services.

Questions about these terms? Please reach out through our contact page. For illustrative purposes only, an example legal address would take the form legal@vertexpos.example — the operative contact details are provided in your signed agreement.