Terms of Use

1. Acceptance and definitions

These Terms of Use (the “Terms”) govern access to and use of Vince.app and every application, module and service offered under the Vince name (together, the “Service”), provided by Norden Sky LLC, a Delaware limited liability company doing business as Dogma Systems (“Vince”, “we” or “us”). By signing in to or otherwise using the Service, the organization that contracted the Service (the “Customer”) and each of its users agree to these Terms. If you use the Service on behalf of an organization, you confirm that you are authorized to accept these Terms on its behalf.

• Authorized User: an individual to whom the Customer, or Vince at the Customer’s request, has issued credentials to use the Service.
• Customer Data: the business records the Customer and its Authorized Users enter into, import into or generate through the Service, such as customers, products, documents, transactions, accounting entries, employees and attachments.
• Tools: the means of access Vince provides as part of the Service: the Vince web application, the Vince desktop client, the Vince mobile applications, and the reports, exports, notifications and interfaces made available through them.

2. The Service and licensed modules

The Service is a business management platform hosted and operated by Vince. Certain modules (including, without limitation, Support/resolv.now, Payroll and the Sasha assistant) are licensed separately and are available only while the Customer holds a valid license for them. Vince may improve, change or discontinue features of the Service, provided that it does not materially reduce the core functionality the Customer has contracted for during a paid term.

3. Accounts and credentials

Credentials are personal and may not be shared. The Customer, through its administrators, decides who receives access, what roles and branches each Authorized User may reach, and when access is withdrawn. The Customer is responsible for all activity carried out under its Authorized Users’ credentials and must notify Vince promptly of any suspected unauthorized use.

4. Ownership of Customer Data

Customer Data is and remains the property of the Customer. Vince does not acquire any ownership right in Customer Data. The Customer grants Vince a limited, non-exclusive license to host, store, process, back up, transmit and display Customer Data solely to provide, secure, support and improve the Service, to comply with law, and as otherwise instructed by the Customer. Vince will not sell Customer Data.

5. Ownership of the Service

Vince and its licensors own the Service and all intellectual property in it, including the software, the database structures in which Customer Data is stored (schemas, tables, stored procedures, functions, triggers and their logic), report layouts, integrations, documentation and know-how. The Customer’s ownership of its Customer Data does not extend to these structures, which are licensed, not sold, and only for use through the Tools during the term of the subscription.

6. Access to Customer Data only through the Tools

Customer Data may be accessed, viewed, modified and exported only through the Tools. Under no circumstance will Vince provide the Customer, its Authorized Users or any third party with direct access to the databases, database servers, file storage or backups that support the Service, nor copies of them. In particular, the Customer and its Authorized Users may not:

• use their credentials, or any other credentials, to connect to the Service’s databases or servers with tools other than the Tools, including database management tools, spreadsheet data connections, ODBC/OLE DB/JDBC drivers or custom programs;
• decrypt, decompile, reverse engineer or attempt to read the Service’s database structures or program code;
• scrape, crawl or extract data from the Service by automated means other than an interface Vince has provided for that purpose;
• circumvent, probe or test any security, licensing or access control of the Service.

Any of the above is a material breach of these Terms and allows Vince to suspend the affected access immediately. This restriction protects the integrity of the Customer’s own records, which are kept consistent only by the rules the Tools enforce, as well as the security of every customer hosted on the Service.

7. Custom API interfaces

When the Customer needs Customer Data delivered to another system (for example its own applications, a business-intelligence platform, a bank, an auditor or a government authority), the Customer may request a custom interface. Vince may design and build an API, file feed or integration that delivers exactly the Customer Data required, in the format and on the schedule agreed.

• Each interface is described in a written order or statement of work setting out its scope, data, format, security and fees.
• Interfaces may be subject to a development charge, a recurring hosting or maintenance charge, or both, as agreed in that order.
• Vince retains ownership of the interface itself. The Customer retains ownership of the Customer Data delivered through it.
• Interfaces are operated by Vince and authenticated by Vince-issued credentials, and may not be used to obtain direct access to the underlying databases.

8. Backups

Vince makes backups of the Service, including Customer Data, for continuity and disaster recovery. Backups are part of Vince’s operation of the Service and are not deliverables: they are never provided, copied or made accessible to the Customer, whether during the subscription or after it ends. If the Customer asks Vince to restore Customer Data to an earlier point, Vince will assess the request and, where feasible, carry out the restore itself. A restore that is not needed because of a fault of Vince may be charged.

9. Confidentiality and security

Vince treats Customer Data as confidential. Vince personnel access it only to the extent needed to operate, secure and support the Service or as the Customer requests. Vince uses third-party providers to deliver the Service, such as cloud hosting and storage, email and SMS delivery, messaging platforms, AI model providers for the Sasha assistant, and the tax authorities to which electronic documents are transmitted. These providers receive only the data needed for their function. Vince applies reasonable administrative, technical and physical safeguards, but no system is completely secure. How Vince handles personal data is described in the Privacy Policy.

10. Customer responsibilities

The Customer is responsible for the accuracy and lawfulness of Customer Data, for having the rights and consents needed to process personal data through the Service, for the tax and legal content of the electronic documents it issues, and for the safekeeping of the signing certificates and authority credentials it supplies. The Customer must use the Service in compliance with applicable law.

11. Fees and payment

The Customer will pay the fees set out in its order or subscription, together with the fees for any custom interfaces, data exports, restores or other services it requests. Unless otherwise agreed, fees are due within 5 days of invoice and are exclusive of taxes. Vince may suspend the Service for amounts more than 5 days overdue after giving notice.

12. Suspension, termination and your data

Either party may terminate the subscription as provided in the Customer’s order, or for a material breach not cured within 1 day of written notice. When the subscription ends:

• The Customer has 1 day (the “Export Period”) of read-only access to export Customer Data through the reports and export functions of the Tools.
• On request made during the Export Period, Vince will prepare a structured export of the Customer Data in a commonly used format (such as CSV or Excel files) as a paid service. This export is a copy of the data, not of the database or of any backup.
• After the Export Period, Vince will delete the Customer Data from the active Service. Copies held in backups expire on their normal rotation and remain inaccessible until then.

Vince may retain Customer Data for longer only where the law requires it, and then only for that purpose.

13. Warranties and limitation of liability

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND VINCE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, VINCE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, AND VINCE’S TOTAL LIABILITY ARISING FROM THE SERVICE WILL NOT EXCEED THE FEES THE CUSTOMER PAID FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14. Changes to these Terms

Vince may update these Terms from time to time. Material changes will be notified to the Customer at least 30 days before they take effect, through the Service or by email. Continued use of the Service after that date constitutes acceptance of the updated Terms.

15. Governing law and language

These Terms are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws rules. The state and federal courts located in Sussex County, Delaware have exclusive jurisdiction over any dispute arising from them. These Terms are provided in English and Spanish; if the versions differ, the English version controls.

16. Contact

Questions about these Terms, requests for custom interfaces and data-export requests may be sent to Norden Sky LLC (Dogma Systems), 16192 Coastal Hwy, Lewes, DE 19958.