Billing Terms

1. Introduction & Scope

These Billing Terms govern the fees, invoicing, and payment arrangements for paid use of the Service. They form part of, and are incorporated into, the Terms of Service and apply to every Customer that purchases a Paid Plan or Enterprise Plan, places an order through any checkout, or signs an Order Form, and to every Customer who starts a Trial of a paid plan (see Section 9).

Capitalised terms used here have the meaning given in the Terms of Service. In these Billing Terms, Vexaro, we, us, and our mean Vexaro, LLC, a limited liability company organized under the laws of the State of Delaware, USA, unless a different Vexaro contracting entity is expressly identified in your Order Form, invoice, or account record, in which case that entity is the contracting party for the relevant order. Customer, you, and your mean the organisation or person that holds the account or signs the Order Form.

These Billing Terms do not apply to the Free Plan, which involves no payment. They also do not, by themselves, set commercial terms for Vexaro Security (security-testing services) or Vexaro Development (custom software and engineering services); those engagements are contracted and invoiced as described in Section 3 and in the applicable Product Supplement and Order Form.

If these Billing Terms conflict with an Order Form, the Order Form controls; otherwise the order of precedence in the Terms of Service applies.

2. Plans & Fees

The plans available, their features, and their fees are set on the Vexaro pricing page and, for negotiated arrangements, in your Order Form. The fees that apply to you are those displayed at checkout or recorded in your Order Form at the time of purchase or renewal.

Fees are charged in advance for the applicable billing period (for example, monthly or annual), except where your Order Form states pay-by-invoice net terms. Unless your plan or Order Form states otherwise, fees are non-cancellable for the period already paid, subject to the Refund & Cancellation Policy and to any non-waivable rights you have under applicable mandatory rules.

The currency in which you are charged is the currency shown at checkout or stated in your Order Form. We do not bill in a single fixed currency for all Customers; the applicable currency depends on the checkout method, your location, and your Order Form. Where a purchase is processed by a Merchant of Record (Section 3 and Section 4), the price, currency, and any local charges shown by that provider at checkout govern that purchase.

Usage-based, seat-based, or tiered charges, where offered, are calculated as described on the pricing page or in your Order Form. Any included allowances, overage rates, and metering methods are likewise set there.

3. Payment Methods & Who Processes Them

Depending on how you purchase, your payment may be processed by Vexaro directly, by a payment processor acting on Vexaro’s behalf, by an authorised checkout provider acting as Merchant of Record, by a regional payment provider, or by invoice / bank transfer. The path that applies to you is the path shown at checkout, in your invoice, in your account record, or in your Order Form. The available paths may include:

• Card payment where Vexaro is the seller. For card subscriptions sold by Vexaro, Vexaro is the seller and merchant of the transaction, and an external payment processor handles the card payment on our behalf. Card details are entered with, and processed by, the payment processor; Vexaro does not receive or store full card numbers. Payment-card security is shared between Vexaro, the payment processor, and the Customer according to the checkout method used.

• Merchant-of-Record checkout (digital subscriptions and software licences only). For certain digital subscriptions and software licences, the purchase may be completed through an authorised checkout provider that sells to you as Merchant of Record. In that case you buy from that provider for the purpose of the payment, and that provider is responsible for payment handling, tax calculation and collection, refunds, and chargebacks for that purchase, as described in Section 4. Merchant-of-Record checkout is used only where it is supported for the relevant Product and purchase type. It is not used to sell bespoke security-testing, consulting, custom development, or work-for-hire engagements; those are contracted by Order Form or Statement of Work and invoiced directly by Vexaro unless expressly stated otherwise.

• Local or regional payment methods. In some regions, local or regional payment methods may be offered through a regional payment provider. Where you use such a method, that provider processes the payment using the methods available for that checkout; the price, currency, taxes, and any local charges shown at checkout govern that purchase.

• Invoice and bank transfer. Enterprise and other negotiated purchases may be paid by invoice or bank transfer on the net payment terms stated in your invoice or Order Form. Invoices are due within the period stated there. Overdue, undisputed amounts may accrue interest from the due date at the rate stated in the invoice or Order Form or, if none is stated, at the maximum rate permitted by applicable mandatory rules, and may lead to suspension as described in your Order Form and the Terms of Service.

• Self-Hosted Deployment. For a Self-Hosted Deployment, Vexaro does not process any payment for the operation of the deployment itself; the licence and any associated fees for the deployment are agreed through checkout, invoice, or Order Form, as applicable.

Whichever path applies, you authorise the charge of the applicable fees, taxes, and recurring renewals to the payment method you provide, until you cancel as described in Section 6, or until the Order Form term ends. The exact checkout provider, merchant, currency, tax handling, and buyer terms are displayed at checkout or recorded in your invoice, account record, or Order Form.

4. Merchant of Record

Where your purchase is completed through a Checkout Provider acting as Merchant of Record, you are buying from that authorised reseller and not directly from Vexaro for the purpose of that payment. The Merchant of Record is the seller of record for that transaction and is responsible for processing your payment, charging and remitting any applicable taxes, and handling refunds and payment disputes (including chargebacks) for that purchase.

For Merchant-of-Record purchases, the buyer terms of the Checkout Provider also apply to the payment, tax, and refund of that purchase, in addition to these Billing Terms and the Terms of Service, which continue to govern your use of the Service. Where a refund or chargeback is requested for a Merchant-of-Record purchase, it is processed under the Checkout Provider’s buyer terms; see the Refund & Cancellation Policy.

Merchant-of-Record checkout is available only for digital subscriptions and software licences. It is not available for Vexaro Security or Vexaro Development engagements, which are contracted and invoiced directly by Vexaro as described in Section 3.

5. Taxes

Unless stated otherwise at checkout or in your Order Form, all fees are exclusive of taxes, levies, duties, and similar charges (collectively, Taxes). Where Vexaro is required to charge or collect Taxes on a purchase it sells directly, those Taxes are added to your fees and shown on your invoice or receipt, and you are responsible for paying them.

You are responsible for any Taxes that apply to your purchase other than Taxes on Vexaro’s net income. If you are required to withhold any amount from a payment to Vexaro, you will gross up the payment so that Vexaro receives the full amount invoiced, except to the extent a valid exemption or reduced rate applies and is supported by appropriate documentation.

Vexaro will provide, on reasonable request, tax documentation (such as a valid invoice and, where available, a tax-residency certificate) reasonably required for you to apply a valid exemption, reduced rate, or to claim a credit for amounts withheld.

For purchases completed through a Merchant of Record, the Merchant of Record determines, charges, and remits the applicable Taxes for that purchase, as described in Section 4.

6. Auto-Renewal

Paid Plans renew automatically at the end of each billing period for a further period of the same length, at the then-current fee for your plan, unless you cancel before the renewal date or your Order Form states otherwise. By purchasing a recurring plan, you authorise the recurring charge of the renewal fee and applicable Taxes to your payment method.

For recurring plans, where required by applicable mandatory rules we will send a renewal reminder before the renewal date stating the renewal fee and the date of the charge. You may cancel auto-renewal at any time before that date in one step from your account settings.

You may cancel auto-renewal at any time through your account settings or as described in the Refund & Cancellation Policy. Cancellation stops the next renewal and takes effect at the end of your current billing period; you retain access to the paid features until the end of the period already paid for. Cancelling auto-renewal does not, by itself, entitle you to a refund of fees already paid, except as set out in the Refund & Cancellation Policy or as required by applicable mandatory rules.

For purchases completed through a Merchant of Record, renewal and cancellation are managed in accordance with that provider’s buyer terms in addition to this Section.

7. Failed Payments

If a recurring charge fails, we may retry the payment using the retry schedule shown in the checkout, account, invoice, or payment-provider flow. During any retry or grace period, please update your payment details to avoid interruption. If all retry attempts fail, and after we have notified you, your account will be downgraded to the Free Plan where one is available for your Service and you are eligible for it; otherwise the affected paid features will be suspended. Configuration, seats, or stored content that exceed Free Plan limits may become inaccessible on downgrade. We will give you notice before the downgrade takes effect.

We will not immediately delete your account data following a downgrade caused by a payment failure. During that period you may restore your paid features by completing payment, subject to the plan and fees then in effect. After that period, data handling follows the retention rules described in the Privacy Notice and the Terms of Service. This Section does not apply to invoice or Order Form purchases, where non-payment is handled under the net terms and remedies stated in your Order Form.

8. Price Changes

We may change the fees for a plan. For recurring plans, we will tell you about a price change, and the new price applies from the first billing period that starts after our notice. If you do not accept a price change, you may cancel auto-renewal before that billing period starts, in which case your plan will not renew at the new fee.

Fees set in an Order Form for a committed term are governed by that Order Form and do not change during the committed term except as the Order Form provides. Prices shown by a Merchant of Record or regional payment provider at checkout apply to that purchase.

9. Trials

Where a Trial is offered, the Trial period, billing trigger, and any usage limits are shown at sign-up, on the pricing page, or in your Order Form. Unless stated otherwise at checkout or in your Order Form, no fee is charged during the Trial period. Where you provided a payment method when starting the Trial, the Trial will convert to a paid subscription at the end of the Trial period unless you cancel before it ends, and the applicable fee and Taxes will be charged on conversion, after which auto-renewal (Section 6) applies. Where you did not provide a payment method, the Trial simply ends and no charge is made unless you choose a Paid Plan. Before any first charge on conversion, we will, where required by applicable mandatory rules, give you advance notice. Trial eligibility, features, and any usage limits are as described on the pricing page or in your Order Form.

10. Enterprise & Order Form

Enterprise Plans and other negotiated arrangements are governed by an Order Form, which may set out custom fees, currencies, billing frequency, net payment terms, committed terms, usage allowances, and service commitments. Where an Order Form conflicts with these Billing Terms, the Order Form controls. Order Form purchases are typically invoiced and paid by invoice or bank transfer (Section 3) and are not sold through a Merchant of Record. For the full ordering, invoicing, and precedence terms, see the Order Form Terms.

11. Refunds

Refund eligibility, the refund window for an initial purchase, the treatment of renewals, and refunds for purchases completed through a Merchant of Record are set out in full in the Refund & Cancellation Policy. Service-availability shortfalls are remedied through service credits rather than cash refunds, as described in the Service Availability Policy. Nothing in these Billing Terms limits any non-waivable refund rights you may have under applicable mandatory rules.

12. Disputes & Chargebacks

If you believe an amount has been charged in error, please contact us first at [email protected] so we can review and, where appropriate, correct the charge; billing disputes may also be raised with [email protected]. We aim to resolve billing questions promptly and amicably.

For purchases completed through a Merchant of Record or a regional payment provider, payment disputes and chargebacks are handled under that provider’s buyer terms and processes, as described in Section 4. Nothing in this Section limits any right you have to dispute a charge or initiate a chargeback that cannot be waived under applicable mandatory rules or the rules of your payment provider or card network. We ask that you contact us first so we can resolve the matter; we will not suspend your account solely for raising a good-faith payment dispute, and may suspend only the specific disputed order pending resolution where permitted. Amounts that are the subject of a good-faith dispute should be raised promptly; undisputed amounts remain due on their original terms.

Contact

• Billing questions: [email protected]
• Billing disputes and legal/contracting matters: [email protected]

Contracting and notice details are provided on invoices and Order Forms.

This document is part of the Vexaro Legal Center.