Terms of Service

These Terms of Service ("Terms") are a binding contract between Vrandex Media, obrt za usluge, owner Toni Vrandečić, Ulica Velimira Terzića 13, 21000 Split, Croatia, OIB [OIB], registered in the Croatian Crafts Register under no. [MBO] ("Vrandex", "we", "us"), trading as Vrandex Studio, and the business that creates an account or orders the Service ("Customer", "you").

By ticking the acceptance box at sign-up or checkout, or by using the Service, you confirm that you have read and accept these Terms, the Acceptable Use Policy, the Data Processing Agreement and the policies linked in them. If you accept on behalf of a business, you confirm you are authorised to bind it.

1. Definitions#

• Service: the Vrandex Studio web application at app.vrandexstudio.com, its phone app, the embedded Shopify page, APIs, AI features (including the AI agent "Orbi"), and any related support.
• Account / Workspace: your account and the workspace(s) within it, including all brands created in it.
• Authorised User: a person you allow to use your Workspace (your staff, contractors or, for agencies, your clients' staff).
• Customer Content: everything you or your Authorised Users upload, connect, enter or instruct the Service to use, including brand assets, logos, photos, product data, texts, briefs, prompts, Brand DNA, and data received from Connected Services.
• Output: emails, designs, images, texts, plans, ideas and other material generated by the Service for you, including with AI.
• AI Features: features that use artificial intelligence models, including our own and those of the providers listed on our Sub-processors page.
• Connected Services: third-party services you connect to the Service, such as Shopify, WooCommerce, Klaviyo, Mailchimp or Vrandex Send.
• Credits: the usage units described in section 6.
• Plan: the subscription, pilot or credit pack you select, as described on our pricing page or in your order.
• Client Brand: a brand an agency Customer manages for a third party (section 13).

2. Business use only#

2.1 The Service is offered only to businesses (companies, sole traders, agencies, freelancers acting in their trade or profession). It is not offered to consumers. By accepting these Terms you confirm that you act for business purposes and you provide your company name and, where you have one, your VAT number.

2.2 Each Authorised User must be at least 18 years old.

2.3 Because the Service is business-only, consumer-protection rules (including any statutory right of withdrawal) do not apply. If you are not a business, you may not use the Service.

3. Your account#

3.1 You must give accurate information and keep it up to date. You are responsible for all activity in your Account and for your Authorised Users' compliance with these Terms.

3.2 Keep log-in credentials confidential. Use two-factor authentication where available. Tell us at security@vrandexstudio.com without delay if you suspect unauthorised access.

3.3 You may not share Authorised User seats between people, resell access to the Service, or let a third party use the Service except as permitted for agencies in section 13.

4. The Service#

4.1 We grant you, for the term of your Plan, a non-exclusive, non-transferable right to use the Service for your internal business purposes and, for agencies, for your Client Brands, in accordance with these Terms.

4.2 We continuously improve the Service. We may change, add or remove features. If we remove a material feature you pay for, we will give you at least 30 days' notice where reasonably possible; if the change materially reduces the Service, you may cancel and receive a pro-rata refund of prepaid fees for the unused period.

4.3 Pilot, beta and preview features are governed by section 15.

4.4 We do not promise a specific availability level unless agreed in a separate signed service-level agreement. We will use reasonable efforts to keep the Service available and to announce planned maintenance. We publish incidents at [STATUS PAGE URL].

5. Fees, taxes and payment#

5.1 Fees are stated on our pricing page or your order, in euro (EUR), and exclude VAT and other taxes.

5.2 VAT. For business customers established in another EU Member State that give us a valid VAT number, invoices are issued without Croatian VAT under the reverse-charge mechanism and you account for VAT in your country. For customers in Croatia, Croatian VAT (PDV) is added where we are required to charge it. For customers outside the EU, local taxes are your responsibility. You must give us correct tax details; you bear any tax, interest or penalty caused by wrong information.

5.3 Billing. Subscriptions are billed in advance, monthly or yearly, through our payment provider (Stripe) or, where required for merchants who install through Shopify, through Shopify's billing system. Every payment is followed by an invoice issued in accordance with Croatian fiscalisation rules. Card statements and payment receipts are not invoices.

5.4 Automatic renewal. Subscriptions renew automatically for the same period at the then-current price until cancelled. You can cancel at any time in the Workspace settings; cancellation takes effect at the end of the current billing period and you keep access until then.

5.5 Price changes. We will tell you about any price increase at least 30 days before it applies to your next renewal. If you do not agree, you may cancel before the new price applies.

5.6 Late payment. If a payment fails, we will try again and notify you. If it is still unpaid 14 days after the due date, we may suspend the Service until payment is received. Unpaid amounts bear statutory default interest under Croatian law.

5.7 Refunds. Fees are non-refundable except as stated in these Terms or our Pricing, Refund and Cancellation Policy, or where mandatory law requires otherwise.

6. Credits#

6.1 AI Features consume Credits. The number of Credits each action uses is shown in the Service before or at the time of use and on our pricing page. We may change Credit costs with 30 days' notice; the change never reduces Credits you have already paid for in packs.

6.2 Monthly Credits included in a subscription are added at the start of each billing period and expire at the end of that period; they do not roll over.

6.3 Credit packs you buy separately remain valid for 12 months from purchase while your Account is active.

6.4 Trial packs (for example the €5 trial pack) and pilot Credits expire at the end of the period stated when you receive them.

6.5 Credits have no cash value, are not money or e-money, cannot be transferred, sold or exchanged, and are not refundable, except where we end the Service for reasons not caused by you (section 16.4).

6.6 If an AI generation fails because of an error on our side, we restore the Credits used. Credits used for an Output you dislike are not restored.

6.7 You may not circumvent Credit metering, rate limits or usage caps.

7. Customer Content#

7.1 You own your Customer Content. Nothing in these Terms transfers ownership of it to us.

7.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence, for the term of the Agreement plus the deletion period in section 16, to host, copy, process, transmit, adapt, display and create derivative works from Customer Content only as needed to provide, secure and support the Service for you, including sending it to the sub-processors and AI providers listed on our Sub-processors page, and to comply with law. Section 9 covers our limited use to improve the Service.

7.3 Your warranties. You warrant that:

• you own or have all rights, licences and consents needed to upload Customer Content and to let us use it as described, including for logos, trademarks, fonts, photos and any person shown in them (including model releases that allow AI editing and generation);
• connecting a Connected Service is authorised by its account owner;
• Customer Content does not infringe anyone's rights, and does not breach law or our Acceptable Use Policy;
• where Customer Content includes personal data, you have a lawful basis to share it with us and have given any notices required, as set out in the Data Processing Agreement.

7.4 We do not monitor Customer Content in general, but we may review it to investigate suspected breaches, respond to legal requests, or keep the Service safe.

8. AI Features and Output#

8.1 Output belongs to you. As between you and us, we assign to you all rights we may have in Output, subject to your compliance with these Terms. You may use Output for any lawful purpose, including commercially.

8.2 No guarantee of rights in Output. Output is produced wholly or partly by machine. It may not be protected by copyright or other rights in your country, and may be similar or identical to output created for others. We do not warrant that Output is original, unique, exclusive, or that it does not infringe third-party rights, including trademarks and design rights.

8.3 Output may be wrong. AI-generated Output may be inaccurate, incomplete, misleading, outdated, offensive or inappropriate. It may contain wrong prices, discounts, dates, product details, claims, links, translations or legal statements, even when based on your data. Factual statements in Output must not be relied on without your own independent verification.

8.4 Your review and approval duty. You must review every Output with human judgement before you use, publish, send or schedule it. The Service is designed so that nothing is sent, pushed to a Connected Service or scheduled until an Authorised User approves it. The AI agent Orbi only prepares drafts and suggestions; it does not send emails or change your store. You are the sender, advertiser and data controller of every email and campaign, and you are solely responsible for its content and for complying with the laws that apply to it, including advertising, consumer, price-indication (including the 30-day lowest-price rule for price reductions), e-commerce, anti-spam, data protection and AI-transparency laws.

8.5 AI-generated images. Images created or edited by AI Features are marked as AI-generated using machine-readable metadata and, where available, watermarks. You must not remove or alter these markings. Where Output includes a realistic image of a person, object, place or event that could be taken as authentic, you decide and are responsible for disclosing that it is AI-generated to recipients, as required by the EU AI Act and other laws. The Service offers an optional "AI-generated image" label for such images. It is off by default; you can switch it on for your brand or for each image. Whether you use it, or disclose in another way, is your decision and responsibility.

8.6 Products shown in images. Where AI Features create images showing your products, you must check that the product is shown accurately (colour, shape, details, what is included) and that the image does not mislead recipients about the product.

8.7 Third-party models. AI Features use models provided by third parties (see our AI Transparency page). Their usage policies apply to your use and are incorporated into our Acceptable Use Policy. We may change which models we use at any time.

8.8 Restricted output. We may block, filter or refuse prompts and Output that we or our providers consider unlawful, unsafe or in breach of our Acceptable Use Policy, including any sexualised image of a person or anything involving minors.

9. Service improvement and AI training#

9.1 We use usage data (for example feature use, performance, errors, Credit consumption) to operate, secure and improve the Service.

9.2 Design improvement data. Unless you switch it off, we may use de-identified design data from your Workspace, meaning email layouts, block structures, design choices, your edits and approvals, and AI-written texts with personal data and confidential identifiers removed, to improve the Service's quality, including to evaluate, tune and train AI models used in the Service. You can switch this off at any time in Workspace settings → Privacy → "Help improve Vrandex Studio"; switching off applies to data collected from then on.

9.3 Regardless of that setting, we never use for training or improving AI models: (a) any data received from Shopify without your separate explicit consent; (b) images generated by third-party image models; (c) personal data, except as allowed by the Privacy Policy; (d) your logos, product photos or other uploaded media; (e) data from your Klaviyo, Mailchimp or Vrandex Send accounts.

9.4 Some third-party providers may process data under their own terms as described on our Sub-processors page, including Higgsfield, which may use inputs submitted through non-Enterprise accounts to improve its models.

10. Connected Services#

10.1 When you connect a Connected Service, you instruct us to access and use the data and functions you authorise, to provide the Service. Your use of each Connected Service is governed by its own terms, and you are responsible for complying with them.

10.2 We are not responsible for Connected Services, their availability, changes to their APIs, their fees, or their acts or omissions. If a Connected Service changes or stops its API, the related features may stop working; that is not a breach of these Terms.

10.3 Shopify. If you install our app through Shopify: you can uninstall it at any time from your Shopify admin; we delete Shopify data within 30 days of uninstall as described in the Privacy Policy; and Shopify's terms may require that certain charges are billed through Shopify.

10.4 Vrandex Send is a separate service with its own terms and privacy policy, which apply when you use it.

11. Acceptable use and security#

11.1 You must comply with our Acceptable Use Policy, which is part of these Terms.

11.2 You must not: reverse engineer the Service (except as permitted by law); access it to build a competing product; extract prompts, models or system instructions; scrape it; probe or test its security without our written permission; or interfere with its operation.

11.3 Security issues may be reported responsibly to security@vrandexstudio.com.

12. Our intellectual property#

12.1 The Service, our software, templates, design systems, prompts, models, documentation, brand and all improvements are owned by Vrandex or its licensors. Except for the rights expressly granted in these Terms, no rights are transferred to you.

12.2 Templates, blocks and design elements we provide inside the Service may be used by you in your Output; they remain ours and may be used by other customers.

12.3 Feedback. If you give us suggestions or feedback, we may use them freely without obligation to you.

13. Agencies#

13.1 If you use the Service for third-party brands ("Client Brands"), you are our sole Customer and are responsible for all Workspaces, Client Brands and Authorised Users in your Account, including your clients' staff.

13.2 You warrant that, for each Client Brand, you have the client's authority to connect its stores and email accounts, to upload its assets, and to instruct us to process its data; and that you have a data processing agreement with each client that allows you to engage us as a sub-processor on terms no less protective than our DPA.

13.3 Our obligations run only to you. Your clients are not third-party beneficiaries of these Terms. You will indemnify us against claims by your clients arising from your use of the Service for them.

13.4 White-label or reseller rights exist only if agreed in writing.

14. Confidentiality#

14.1 Each party will keep the other's non-public information that is marked or reasonably understood as confidential, and use it only to perform the Agreement, with at least reasonable care. This does not apply to information that is public, already known, independently developed, or lawfully received from someone else, or where disclosure is required by law (with prompt notice where lawful).

15. Pilot, beta, trial and free use#

15.1 Free pilot. If you take part in our pilot, you get access for the period and Credits stated in your invitation (for example 30 days), free of charge. When the pilot ends, access stops unless you actively choose and pay for a Plan; a pilot never turns into a paid subscription automatically.

15.2 Trial pack. The €5 trial pack gives the Credits and validity stated at purchase. It does not renew.

15.3 Beta and preview features are marked as such. They may be incomplete, change or be withdrawn at any time, and may not be supported.

15.4 Free, pilot, trial, beta and preview use is provided "as is" and "as available", without any warranty or service level, to the extent permitted by law. Section 18 applies, with the minimum liability amount stated there.

16. Term, suspension and termination#

16.1 The Agreement starts when you accept these Terms and continues until terminated.

16.2 You may terminate at any time by cancelling your subscription and deleting your Workspace, or by writing to support@vrandexstudio.com. Prepaid fees are not refunded except under section 4.2, 5.5, 16.4 or 21.2.

16.3 Suspension. We may suspend all or part of the Service, where reasonable and proportionate, if: (a) payment is overdue (section 5.6); (b) you or your Authorised Users breach the Acceptable Use Policy or section 11; (c) your use creates a security risk or could harm the Service, other customers or third parties; (d) a provider of AI models or a Connected Service requires it; or (e) the law or an authority requires it. We will tell you the reason, unless the law forbids it or the urgency of the situation prevents it, and restore the Service once the cause is solved.

16.4 We may terminate for convenience with 30 days' notice, refunding prepaid fees for the unused period and the unused value of paid credit packs; or immediately by notice if you materially breach these Terms and do not cure the breach within 14 days of notice (or immediately if the breach cannot be cured, involves illegal content or abuse, or repeats).

16.5 After termination, you can export your Outputs (for example as HTML or images) for 30 days, after which we delete Customer Content in line with the Privacy Policy and DPA, except where we must keep it by law. Unused Credits lapse.

16.6 Sections 7.3, 8.2–8.6, 12, 13.3, 14, 17, 18, 19, 22 and any accrued payment obligations survive termination.

17. Warranties and disclaimers#

17.1 We warrant that we will provide the Service with reasonable skill and care and in accordance with applicable law.

17.2 Except as expressly stated in these Terms, and to the extent permitted by law, the Service and Output are provided "as is", and we exclude all other warranties, conditions and representations, express or implied, including fitness for a particular purpose, merchantability, non-infringement, accuracy, and that the Service will be uninterrupted or error-free. We do not warrant any email results, deliverability, open, click or revenue figures, or that emails will not be marked as spam.

18. Limitation of liability#

18.1 Nothing in these Terms limits or excludes liability for damage caused intentionally (namjerno) or by gross negligence (krajnjom nepažnjom), for fraud, for death or personal injury, or for any other liability that cannot be limited under applicable law.

18.2 Subject to section 18.1, neither party is liable for: lost profit, lost revenue or sales, lost business or opportunity, lost or damaged goodwill or sender reputation, deliverability problems, lost or corrupted data that could have been avoided by keeping backups, or any indirect or consequential loss, however caused.

18.3 Subject to section 18.1, each party's total liability arising out of or in connection with the Agreement in any 12-month period is limited to the greater of (a) the fees you paid for the Service in the 12 months before the event giving rise to the claim, or (b) EUR 500.

18.4 We are not liable for loss caused by: Output you approved or used; Customer Content; Connected Services; your breach of these Terms or of laws that apply to your emails; or third-party AI providers' acts or omissions, to the extent permitted by section 18.1.

18.5 Claims must be notified in writing within 12 months of the date you became aware of them, to the extent permitted by law.

19. Indemnity#

19.1 You will defend and indemnify Vrandex, its owner and helpers against third-party claims, fines and reasonable costs (including legal fees) arising from: (a) Customer Content; (b) Output you approved, published or sent; (c) emails or campaigns you send, including claims under anti-spam, consumer, advertising, price-indication, data-protection or AI-transparency laws; (d) your breach of these Terms, the Acceptable Use Policy or law; (e) your Client Brands' claims (section 13).

19.2 We will notify you promptly of a claim, let you control its defence (except that you may not settle in a way that admits fault by us without our consent), and give reasonable help at your cost.

20. Force majeure#

Neither party is liable for delay or failure caused by events beyond its reasonable control, including failure of hosting, AI or Connected Service providers, internet or power outages, cyberattacks that could not reasonably be prevented, acts of authorities, war, epidemics or natural disasters. Payment obligations are not suspended. If such an event lasts over 60 days, either party may terminate with a pro-rata refund of prepaid fees.

21. Changes to these Terms#

21.1 We may update these Terms. We will give you at least 30 days' notice of material changes by email and in the Service. Changes required by law, or that only benefit you, may apply sooner.

21.2 If you do not accept a material change, you may terminate before it takes effect and receive a pro-rata refund of prepaid fees for the unused period. If you continue to use the Service after the change takes effect, you are bound by the updated Terms. We keep previous versions available at [ARCHIVE URL].

22. General#

22.1 Governing law. These Terms and any dispute arising out of them are governed by the laws of the Republic of Croatia, excluding its conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

22.2 Jurisdiction. The competent courts in Split, Croatia have exclusive jurisdiction, except that we may seek urgent relief or collect unpaid fees in the courts of your seat.

22.3 Assignment. You may not assign the Agreement without our written consent. You consent in advance that Vrandex may transfer the Agreement, in whole or in part, to a company established or controlled by its owner (for example a d.o.o. or j.d.o.o.), or to a successor of the business, by written notice to you; the transfer takes effect on the date stated in the notice and the successor assumes our obligations from that date.

22.4 Sub-contractors. We may use sub-contractors and sub-processors, and remain responsible for them as set out in the DPA.

22.5 Notices. We send notices to the email address of your Account owner. You send notices to legal@vrandexstudio.com or by post to our address above.

22.6 Entire agreement. These Terms, the Acceptable Use Policy, the Data Processing Agreement, your order and the policies they reference form the entire agreement ("Agreement") and replace any prior agreement on the same subject. Your own purchasing or general terms do not apply, even if referenced in an order or invoice, unless we accept them in a document signed by us.

22.7 Order of precedence. If documents conflict: a signed agreement with us prevails, then the DPA (for personal data), then these Terms, then the Acceptable Use Policy, then other policies.

22.8 Severability. If any provision is invalid or unenforceable, the rest remains in force and the invalid provision is replaced by a valid one closest to its purpose.

22.9 No waiver. Failing to enforce a right is not a waiver of it.

22.10 Language. These Terms are written in English. Any translation is for convenience only.

22.11 Electronic contracting. You agree that acceptance by ticking a box and our electronic records of it are valid evidence of the Agreement.

Contact: Vrandex Media, obrt za usluge · Ulica Velimira Terzića 13, 21000 Split, Croatia · legal@vrandexstudio.com · support@vrandexstudio.com