Order Form Terms

1. Introduction

These Order Form Terms explain what an Order Form is, what it records, and how it ranks against the other documents in the Vexaro Legal Center. They form part of, and are incorporated into, the Terms of Service.

An Order Form is the ordering document, online checkout, quote, or written agreement that records the commercial terms of your purchase of the Service. It may take the form of an order confirmation generated at checkout, a written quote that you accept, an enterprise order document signed by both parties, or a Statement of Work or engagement letter for a professional-services engagement. Whatever its form, it is the document that records the specific, negotiated, or selected terms that apply to your purchase.

The Order Form is the highest-ranked document in the Vexaro Legal Center. Where an Order Form conflicts with the Terms of Service, with a Product Supplement, or with any referenced Policy, the Order Form controls for that conflict, and the remaining documents continue to apply to the extent they do not conflict. This precedence is stated in the Terms of Service and is restated in Section 3 below.

Capitalised terms used here have the meaning given in the Terms of Service. In these Order Form 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, Statement of Work, invoice, or account record; Customer, you, and your mean the organisation or person that holds the account or signs the Order Form.

2. What the Order Form Records

An Order Form records the terms that are specific to your purchase. Depending on how you buy and what you buy, an Order Form may record any of the following. Terms that are not addressed in the Order Form are governed by the Terms of Service, the applicable Product Supplement, and the referenced Policies.

• The contracting entity. The specific Vexaro contracting entity that is selling to you and with which you contract for that purchase. This is Vexaro, LLC, a Delaware limited liability company, unless a different Vexaro entity is identified in your Order Form, invoice, or account record. That document identifies the entity for your purchase; where your purchase is completed through an authorised reseller acting as Merchant of Record, the seller of record for that payment is identified at checkout, as described in the Billing Terms.
• The Products and plan. The Products you are ordering (Vexaro Desk, Vexaro Mesh, Vexaro Security, or Vexaro Development) and the plan tier, edition, and deployment model (cloud, Self-Hosted Deployment, or on-prem) that apply.
• Fees, currency, billing cycle, and payment method. The fees and any usage, seat, or tiered charges; the currency in which you are billed; the billing frequency (for example, monthly or annual); the payment method and path (card, Merchant-of-Record checkout, regional method, or invoice and bank transfer); and, for invoiced purchases, the net payment terms. The mechanics of each payment path are described in the Billing Terms.
• The subscription term and renewal. The start and end dates of the subscription or committed term, and whether and how the term renews, as described in Section 4.
• The governing law and dispute forum. The governing law that applies to the contract, and the competent courts or other dispute-resolution forum in which disputes are resolved. These are recorded in, and determined by, the Order Form or the applicable contracting document for your purchase; they are not fixed by this public template and are filled in for each contract. Where the Order Form does not state them, they are as identified in your Order Form, invoice, or account record, or are otherwise agreed by the parties through a neutral, binding dispute-resolution process.
• Named SLA targets and support tier. Any agreed uptime commitment, service-credit schedule, support response targets, and support tier. For Enterprise Plans these are set in the Order Form and may differ from, or exceed, the standard commitments in the Service Availability Policy and the Support Policy.
• Authorised admin and contact details. The Customer’s authorised administrators, billing contact, technical contact, and notice recipients, and the channels through which notices under the contract are given.
• Negotiated data-processing or security terms. Any negotiated data-processing, security, audit, or retention terms agreed for your purchase, which apply in addition to, or as agreed modifications of, the Data Processing Addendum and the security commitments described in the Trust Center.

3. Precedence & Incorporation

Each Order Form incorporates by reference, and is to be read together with, the Terms of Service, the Product Supplement(s) applicable to the Products you order, and the Policies referenced in the Terms of Service (including the Acceptable Use Policy, the Billing Terms, the Refund & Cancellation Policy, the Service Availability Policy, the Data Processing Addendum, the Privacy Notice, and the Cookie Notice). Together, these documents form the agreement between you and Vexaro for the Products on your Order Form.

The order of precedence is:

1. the Order Form (including any signed amendment or Statement of Work that forms part of it);
2. the applicable Product Supplement;
3. the Terms of Service; and
4. the referenced Policies (Acceptable Use Policy, Billing Terms, Refund & Cancellation Policy, Service Availability Policy, Data Processing Addendum, Privacy Notice, and Cookie Notice).

Where two documents conflict, the higher-ranked document controls for that conflict only, and the lower-ranked document continues to apply in all other respects. The Order Form therefore prevails over the public documents on any conflict. This order of precedence is the same as the one stated in the Terms of Service; if the two are ever read differently, the order set out in the Terms of Service governs the structure of the agreement, and the Order Form governs the substance of any specific conflicting term.

4. Term, Renewal & True-Up

The term of your subscription or engagement begins on the start date stated in the Order Form (or, where none is stated, on the date access is first made available or the order is accepted) and continues for the period stated in the Order Form.

Renewal. Unless the Order Form states otherwise, a subscription term renews as described in the Billing Terms: recurring plans renew automatically for a further period of the same length at the then-current fee unless cancelled before the renewal date, and a committed Order Form term renews, or expires, as the Order Form provides. Where the Order Form sets its own renewal mechanism, such as a fixed renewal term, a renewal notice period, or a non-renewing fixed term, that mechanism applies in place of the standard renewal terms.

True-up (adding seats or usage mid-term). You may add Authorized Users, seats, capacity, or usage during a term. Unless the Order Form states a different mechanism, additional quantities added mid-term are charged at the rates in the Order Form (or, where none is stated, the then-current rates), are co-terminous with the existing term so that they expire on the same date, and are billed on a prorated basis for the remainder of the then-current period. Reductions in quantity take effect at the next renewal and do not reduce the fees committed for the current term, except as the Order Form provides. A true-up is recorded by an updated Order Form, a signed amendment, or an additional order referencing the existing Order Form.

5. Purchase Orders

A Customer may issue a purchase order (PO) for its internal procurement and accounting purposes. A PO is for the Customer’s administrative convenience only. Vexaro may reference a PO number on its invoices to assist the Customer’s processing, but the pre-printed or standard terms and conditions contained in or referenced by a PO do not apply to the purchase and do not amend, supplement, or override the Order Form, these Order Form Terms, the Terms of Service, or any other document in the Vexaro Legal Center, unless Vexaro has expressly agreed to those PO terms in a signed writing that identifies them. The absence of a valid PO does not relieve the Customer of its obligation to pay fees that are due under the Order Form. Where a PO is required by the Customer’s own processes, the failure of the Customer to issue one does not delay or excuse payment.

6. Invoicing & Payment

Where your Order Form provides for payment by invoice or bank transfer, invoices are issued for the fees stated in the Order Form and are due within the net payment period stated on the invoice or the Order Form. Fees are charged in advance for the applicable period unless the Order Form states otherwise. Applicable Taxes are added and handled as described in the Billing Terms. Overdue, undisputed amounts may accrue interest and may lead to suspension as described in the Order Form and the Terms of Service, and the Customer should raise any good-faith dispute about an invoiced amount promptly while continuing to pay undisputed amounts on their original terms.

Where your purchase is instead completed through a checkout (by card where Vexaro is the seller, through an authorised reseller acting as Merchant of Record, or through a regional payment method), payment is handled under the corresponding path described in the Billing Terms, and, for a Merchant-of-Record purchase, the buyer terms of that provider also apply to the payment, tax, and refund of that purchase. The full description of payment paths, taxes, auto-renewal, failed payments, and refunds lives in the Billing Terms and the Refund & Cancellation Policy; these Order Form Terms do not restate that detail.

7. Changes to the Order

An Order Form may be changed only by mutual written agreement of the parties. A change is made by a signed amendment to the Order Form, by a new Order Form that supersedes or supplements the existing one, or, for additional quantities added mid-term, by an additional order referencing the existing Order Form as described in Section 4. A change recorded in this way takes precedence over the documents it amends, in accordance with the order of precedence in Section 3, from the date the change takes effect. No change to an Order Form is effective merely because it appears in a purchase order, in routine correspondence, or in a click-through that the parties have not agreed governs the Order Form.

Vexaro makes changes to the public documents themselves (the Terms of Service and the referenced Policies) and gives notice of them as described in the Terms of Service. Where you contract under a committed Order Form, the Order Form and the Terms of Service govern which version of those documents applies during your term.

Contact

• Order Forms, contracting, and amendments: [email protected]

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

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This document is part of the Vexaro Legal Center.