Terms of Service.

In these Terms, capitalised terms have the following meanings.

Source

the source code of a Vlaander LTD engineering asset, together with the build instructions, signed artifact, integration headers, and any documents delivered alongside.

Asset

an item offered for sale on this storefront, identified by its product page, structural SKU, and release version.

Purchase Price

the price stated on the Asset’s product page at the time of purchase, exclusive of taxes, payment-processing fees, and any third-party services elected by the Purchaser (escrow, wire intermediation, FX conversion).

Delivery

transmission of the Source to the Purchaser via the means stated on the order confirmation. Risk of loss passes on Delivery; delivery is deemed effective upon transmission, irrespective of subsequent retrieval by the Purchaser.

Buyer Entity

the single legal entity for whose benefit the Source is acquired. Where the Purchaser is an individual, the Buyer Entity is the individual.

Affiliate

an entity that directly or indirectly controls, is controlled by, or is under common control with the Buyer Entity, where “control” means beneficial ownership of more than fifty per cent (50%) of voting equity.

Confidential Information

all non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) in connection with these Terms, including commercial terms, pricing, evaluation correspondence, security-review correspondence, technical details of the Recipient’s stack, any roadmap discussions, and the Documentation. Subject to the exceptions in §14.

Documentation

the build instructions, signed artifact metadata, integration headers, threat model, benchmark methodology, architecture decision records, and any other documents delivered alongside the Source.

Restricted Party

any person, entity, or vessel that is the subject of comprehensive sanctions or that is otherwise the target of an export, sanctions, or anti-terrorism programme of the categories enumerated in §13, including any entity in which one or more Restricted Parties together hold an aggregate 50% or greater direct or indirect ownership interest.

By clicking Buy now, completing checkout, or otherwise initiating Delivery, the Purchaser accepts these Terms in full. No oral or written representation by any employee, agent, or representative of Vendor modifies these Terms unless expressly incorporated in a writing signed by an authorised officer of Vendor. Purchase orders, vendor onboarding portals, and similar instruments tendered by the Purchaser are accepted by Vendor for administrative convenience only and do not amend these Terms; any inconsistent term in such instruments is hereby rejected.

On Delivery and subject to receipt of the Purchase Price in cleared funds, Vendor sells, and the Buyer Entity acquires, the Source. The acquisition is perpetual, worldwide, and irrevocable as to the Source delivered, save that Vendor may terminate the grant on the Buyer Entity’s uncured material breach of §05 or §16. The Buyer Entity may, in respect of the Source as delivered: modify it; integrate it into the Buyer Entity’s products or internal systems; distribute compiled binaries derived from it under the Buyer Entity’s own brand; and use it across an unlimited number of engineering personnel of the Buyer Entity and its Affiliates.

The Buyer Entity may engage contractors and consultants (“Permitted Contractors”) to access the Source solely for the purpose of integrating, operating, or maintaining the Source on behalf of the Buyer Entity, provided each such Permitted Contractor is bound by written confidentiality obligations no less protective than §14 and the Buyer Entity remains responsible for their compliance with these Terms.

Change of control. The rights granted under this §03 survive a change of control of the Buyer Entity, provided the successor entity assumes these Terms in writing within thirty (30) calendar days of the change. Failure of the successor to assume these Terms within that period terminates the grant, without prejudice to Vendor’s other rights and remedies. The grant does not extend, by virtue of a change of control, to any pre-existing source code or product line of the acquirer that was not part of the Buyer Entity at Delivery.

Each Asset is sold to a single Buyer Entity. Upon Delivery, Vendor permanently withdraws the Asset from sale and shall not thereafter sell, licence, or otherwise distribute that Asset, in identical or substantially similar form, to any other person — including to entities that compete with the Buyer Entity. The economic value of the exclusivity is reflected in the purchase price.

This undertaking is limited to the Asset as delivered. It does not restrict Vendor from developing, selling, or distributing other assets, nor from using the general skills, methods, techniques, and know-how embodied in the Asset in Vendor’s other work, provided Vendor does not thereby reconstruct the Asset for another purchaser.

The sale status of every Asset is published in the exclusivity register on this storefront. An Asset shown as sold is withdrawn and will not be offered again.

Notwithstanding the breadth of §03, the Purchaser shall not, and shall not permit any third party to: (a) resell, redistribute, or sublicense the Source, verbatim or substantially verbatim, as a standalone product, library, or offering distinct from a product into which the Source has been materially integrated; (b) claim authorship of the Source, or remove, alter, or obscure copyright notices, attribution headers, or signed metadata present in the delivered files; (c) use Vendor’s name, marks, logos, product names, or the names of individual personnel in advertising, press, or marketing materials without Vendor’s prior written consent; (d) represent that the Source is endorsed by, certified by, or operated in partnership with Vendor beyond the statements published on this storefront; (e) use the Source, in whole or in substantial part, as the primary component of a product or service whose principal commercial purpose is to compete directly with Vendor’s catalogue of source-code assets as offered on this storefront (the Buyer Entity may, however, integrate the Source as one component of a broader product addressing different commercial use cases); or (f) use any technical, contractual, or organisational means to fingerprint, scrape, or extract Vendor’s proprietary benchmark methodology, threat model, or architecture decision records for republication; (g) use the Source, in whole or in substantial part, as training data, fine-tuning data, or retrieval-augmentation corpus for any artificial-intelligence or machine-learning model that the Buyer Entity or any third party offers as a product or service, without Vendor’s prior written consent; or (h) publish, mirror, or republish the Source, in whole or in substantial part, on any publicly accessible repository, code host, or other forum that grants rights, access, or visibility to the general public.

All right, title, and interest in and to the Source not expressly transferred by §03 remain with Vendor. Without limiting the foregoing, Vendor retains all rights in: the Vlaander LTD name and marks; the architecture, design choices, and abstract methods embodied in the Source, to the extent separable from the delivered code; all improvements, derivatives, and successor versions independently developed by Vendor following the date of Delivery; and the published benchmark methodology, threat models, and other technical disclosures. No licence is granted to the Purchaser by implication, estoppel, or otherwise except as expressly set out in these Terms.

Feedback. If the Purchaser provides any suggestion, idea, enhancement request, bug report, integration note, or other feedback relating to the Source (“Feedback”), the Purchaser hereby grants Vendor a non-exclusive, royalty-free, irrevocable, perpetual, worldwide licence to use, modify, and incorporate the Feedback into the Source or any other Vendor product, without obligation of attribution, compensation, or accounting. The Purchaser warrants it has the right to grant this licence and represents that Feedback is not provided in expectation of consideration.

Vendor warrants to the Purchaser that, as at the date of Delivery, the Source is the original work of Vendor’s engineering team and, to Vendor’s knowledge after commercially reasonable inquiry, does not infringe any registered patent, copyright, or trademark of any third party in any jurisdiction in which Vendor has marketed the Source. This warranty extends for ninety (90) calendar days from the date of Delivery; the Buyer Entity must notify Vendor of any claimed breach within that period or the warranty is conclusively deemed satisfied. This warranty is the sole warranty given by Vendor and supersedes any other warranty, condition, or representation, whether statutory, contractual, or arising by custom or course of dealing.

EXCEPT FOR THE WARRANTY EXPRESSLY GIVEN IN §07, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOURCE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT (BEYOND §07), TITLE, INTEROPERABILITY, ACCURACY OF PUBLISHED BENCHMARKS UNDER HARDWARE OR WORKLOADS OTHER THAN THOSE DOCUMENTED, AND UNINTERRUPTED OR ERROR-FREE OPERATION. Vendor does not warrant that the Source will meet the Purchaser’s requirements or operate in combination with any hardware, software, or service not specified in the published integration footprint. THE DISCLAIMERS AND LIMITATIONS IN THIS §08 AND §11 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Vendor shall, at its expense, defend the Buyer Entity against any third-party claim alleging that the unmodified Source, used by the Buyer Entity within the integration footprint published on the Asset’s product page, directly infringes the third party’s registered patent, copyright, or trademark in a jurisdiction in which Vendor markets the Source (an “IP Claim”), and shall pay damages finally awarded against the Buyer Entity in respect of such IP Claim, subject to the Buyer Entity (i) giving Vendor prompt written notice of the IP Claim and in any event no later than thirty (30) calendar days after becoming aware of it, (ii) ceding sole control of the defence and settlement to Vendor, and (iii) providing reasonable cooperation at Vendor’s expense.

Vendor’s sole obligations. Without prejudice to the foregoing, Vendor’s sole obligation and the Buyer Entity’s exclusive remedy in respect of an IP Claim is, at Vendor’s election: (A) to procure for the Buyer Entity the right to continue using the Source; (B) to modify the Source so that it is no longer infringing while remaining materially equivalent in function; or (C) to refund the Purchase Price paid for the affected Asset on receipt of the Source from the Buyer Entity. Vendor’s aggregate liability under this §09 is capped at the Purchase Price paid for the affected Asset.

Exclusions. Vendor has no obligation under this §09 in respect of claims arising from: modifications made by or for the Buyer Entity; combinations of the Source with other code, services, or hardware not specified by Vendor; use after Vendor has made available a non-infringing cure; matters disclosed in the Asset’s threat-model documentation as out of scope; or use in a jurisdiction in which Vendor has not marketed the Source.

The Purchaser shall defend, indemnify, and hold harmless Vendor and its officers, directors, employees, agents, and successors from and against any third-party claim, demand, action, loss, liability, damage, judgement, settlement, cost, or expense (including reasonable legal fees) arising out of or relating to: (a) the Buyer Entity’s modifications to the Source; (b) the Buyer Entity’s combination of the Source with other code, products, or services; (c) the Buyer Entity’s use of the Source in a manner inconsistent with these Terms or the integration footprint; (d) any representation or warranty made by the Buyer Entity to its own customers, regulators, or counterparties concerning the Source; and (e) the Buyer Entity’s failure to comply with export, sanctions, or other regulatory obligations under §13. Vendor’s rights under this §10 are subject to Vendor (i) giving the Purchaser prompt written notice of the third-party claim and in any event no later than thirty (30) calendar days after becoming aware of it, (ii) ceding sole control of the defence and settlement to the Purchaser (provided that no settlement adverse to Vendor or imposing any non-monetary obligation on Vendor is binding without Vendor’s written consent), and (iii) providing reasonable cooperation at the Purchaser’s expense.

In no event shall Vendor be liable to the Purchaser or to any third party, regardless of the form of action (whether in contract, tort including negligence, strict liability, breach of statutory duty, or otherwise), for any indirect, incidental, special, consequential, punitive, exemplary, or enhanced damages, or for any loss of profits, revenue, business, goodwill, data, or anticipated savings, even if Vendor has been advised of the possibility of such damages and even if any limited remedy fails of its essential purpose. Vendor’s aggregate liability under or in connection with these Terms, the sale, and the Source, however arising, shall not exceed the Purchase Price paid for the Asset giving rise to the claim. The Purchaser acknowledges that the foregoing limitations are a fundamental basis of the bargain and that the price would be materially higher absent them.

Class action waiver. Each party agrees that any dispute resolution under §22 shall proceed on an individual basis only. The parties waive any right to participate in a class, collective, consolidated, or representative action against the other.

Master cap. The cap in this §11 is the master ceiling on Vendor’s liability under these Terms taken as a whole; any amount paid or payable by Vendor under §09 reduces the cap in this §11 dollar-for-dollar and shall not be additive to it.

Consumer statutory rights. Where the Purchaser is treated as a consumer under mandatory consumer law applicable to the transaction, the statutory rights conferred by that law are unaffected by §07, §08, or this §11, and nothing in these Terms is intended to exclude or restrict any such rights.

Statutory carve-out. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under the law applicable to a specific claim, including liability for death or personal injury caused by negligence and for fraud or fraudulent misrepresentation.

Updates to the Source, including patch releases and major versions, are not included in the Purchase Price. Vendor may, in its sole discretion, offer updates to existing purchasers at the then-current price; no purchaser is entitled to update notifications, preferential pricing, or any future version. Email support is included for thirty (30) calendar days from Delivery, limited to defects verifiable against the published benchmarks on the documented hardware. Security disclosures are accepted at sales@vlaander.com indefinitely. Beyond the foregoing, no ongoing relationship is created by purchase, and Vendor shall not be construed as the Purchaser’s service provider, consultant, employee, agent, partner, or joint venturer.

The Source is classified EAR99 under United States Export Administration Regulations. The Purchaser represents that neither it nor any party to whom it intends to distribute the Source is located in, ordinarily resident in, or otherwise within: a comprehensively embargoed destination (including Cuba, Iran, North Korea, Syria, Crimea, and the so-called Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine); the United States Treasury OFAC Specially Designated Nationals List; the United States Commerce Bureau of Industry and Security Entity List or Denied Persons List; or the United Kingdom OFSI consolidated financial-sanctions list. The Purchaser is responsible for compliance with all export, re-export, and sanctions obligations in its own jurisdiction and in the jurisdictions of any onward recipients of the Source.

The Purchaser shall treat all Confidential Information as confidential, shall use it solely for the purpose of evaluating, integrating, and operating the Source, and shall not disclose it to any third party except (i) to employees and contractors of the Buyer Entity bound by equivalent obligations, (ii) to professional advisers under professional duties of confidence, or (iii) as required by law or binding regulatory order, in which case the Purchaser shall give Vendor prompt written notice and reasonable opportunity to seek a protective order.

Exceptions. Confidential Information does not include information that the Purchaser can demonstrate by contemporaneous written records (a) was already in the Purchaser’s lawful possession without obligation of confidence before disclosure by Vendor; (b) is or becomes publicly available through no act or omission of the Purchaser; (c) is rightfully received from a third party without obligation of confidence; or (d) is independently developed by the Purchaser without use of or reference to the Confidential Information.

Return or destruction. On Vendor’s written request following any material breach of these Terms, the Purchaser shall, at Vendor’s election, return or destroy all Confidential Information in its possession or control (other than the Source itself, which the Purchaser retains under §03) and certify destruction in writing.

The obligations of this §14 survive for five (5) years after Delivery; trade secrets are protected indefinitely.

By accepting these Terms, the Purchaser represents and warrants that: (a) it has full legal capacity and authority to enter into and perform these Terms; (b) the person clicking Buy now is authorised to bind the Buyer Entity; (c) it is not a Restricted Party under §13; (d) the Source is acquired for the Buyer Entity’s own use and not for resale as a standalone product; and (e) all information provided to Vendor at purchase or during subsequent correspondence is accurate in all material respects.

The Purchaser shall not use any technical, contractual, or organisational means to circumvent the restrictions in §05, the obligations in §14, or the export controls in §13. Any such circumvention is a material breach of these Terms entitling Vendor to immediate equitable relief without bond in addition to all other remedies available at law or in equity.

Neither party shall issue any press release, public announcement, or marketing communication referencing the other party, or use the other party’s name, marks, or logo, without the other party’s prior written consent. Vendor may, however, identify the Buyer Entity in aggregated, non-attributed disclosure (for example, “a payments processor in Western Europe”) without consent, provided no Confidential Information is revealed.

The Purchaser may not assign or transfer its rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without Vendor’s prior written consent, which Vendor may withhold in its sole discretion. Any purported assignment in breach of this §18 is void. Vendor may assign these Terms freely, including to an Affiliate, successor in interest, or acquirer of all or substantially all of its business or assets, without notice or consent.

Vendor shall not be liable for any delay or failure to perform arising from causes beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, government action, sanctions, embargo, epidemic, pandemic, interruption of utilities, fibre or undersea cable failure, cyber-attack on third-party infrastructure, denial of service against Vendor or its suppliers, and acts or omissions of cloud or hosting providers. Performance shall resume promptly when the cause is removed. The party affected by a force-majeure event shall give written notice to the other party within five (5) business days of the event and shall use reasonable efforts to mitigate its effects. For the avoidance of doubt, financial inability or difficulty (including insolvency or constrained access to capital) is not a force-majeure event in respect of the Purchaser’s obligation to pay.

All legal notices to Vendor shall be in writing, sent to sales@vlaander.com, and shall be effective upon Vendor’s acknowledgement of receipt. Notices to the Purchaser shall be sent to the email address on the order. The parties agree that email constitutes “writing” for all purposes of these Terms.

These Terms commence on acceptance and continue in respect of the Source for the entire period the Buyer Entity possesses or uses the Source. The following sections survive any termination, expiry, or rescission: §05 (Restrictions), §06 (IP), §08 (Disclaimers), §09 and §10 (Indemnifications), §11 (Liability), §13 (Export), §14 (Confidentiality), §15 (Buyer Reps), (Confidentiality), §16 (Anti-Circumvention), §17 (Publicity), §18 (Assignment), §20 (Notices), §22 (Governing Law), and §23 – §29 (General).

These Terms and any non-contractual obligation arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria, without regard to its conflict-of-laws principles. Any dispute, controversy, or claim arising out of or relating to these Terms — including any question regarding their existence, validity, or termination — shall be finally resolved by arbitration administered under the rules of the Lagos Court of Arbitration in force at the date of commencement of the arbitration. The seat of the arbitration shall be Lagos, Nigeria, the language English, the tribunal one (1) arbitrator appointed in accordance with those rules. The award shall be final and binding; judgement on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Vendor may seek interim or injunctive relief in any court of competent jurisdiction.

Costs. Each party shall initially bear its own legal costs and an equal share of the tribunal’s costs. The tribunal shall, in its final award and save where exceptional circumstances justify otherwise, allocate all costs (including reasonable legal fees) in favour of the substantially prevailing party.

Confidentiality of arbitration. The existence and content of the arbitration, the documents produced or exchanged, and the award are confidential. No party may disclose any of the foregoing except as required by a final, non-appealable order of a court of competent jurisdiction or by a mandatory regulatory directive that cannot lawfully be resisted, and in either case only after prompt written notice to the other party and a reasonable opportunity for that party to seek a protective order.

Sovereign immunity. Each party that is, or is owned or controlled by, a state or state-affiliated entity irrevocably waives, to the maximum extent permitted by law, any claim of sovereign immunity (from suit, jurisdiction, attachment, or execution) in respect of any proceedings arising out of or relating to these Terms.

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitral tribunal, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it valid while preserving the parties’ original commercial intent.

These Terms, together with the order confirmation issued at Delivery, constitute the entire agreement between the parties on the subject matter and supersede all prior or contemporaneous communications, proposals, representations, and agreements, oral or written. Vendor may amend these Terms by publishing a new version on this page; the version in force at the moment of click acceptance governs the transaction then formed. Amendments apply prospectively to transactions formed on or after the amendment’s effective date and do not retroactively alter the rights or obligations of the parties in respect of Assets already delivered.

No failure or delay by Vendor in exercising any right under these Terms operates as a waiver of that right. Any waiver shall be effective only if in writing and signed by an authorised officer of Vendor. These Terms may be accepted and executed in electronic form, including by click acceptance, and such acceptance has the same legal effect as a wet-ink signature.

These Terms are for the sole benefit of the parties and their permitted successors and assigns and confer no rights, benefits, or remedies upon any other person. Without limiting the foregoing, the Contracts (Rights of Third Parties) Act 1999 of the United Kingdom and any analogous statute of any other jurisdiction shall not apply to these Terms.

In these Terms: (a) headings are for convenience only and do not affect interpretation; (b) “including”, “include”, “in particular”, and similar expressions mean “including without limitation” and do not limit the words that precede them; (c) words in the singular include the plural and vice versa; (d) references to a person include any individual, body corporate, partnership, trust, and any other entity (whether or not having separate legal personality); (e) references to a statute or statutory provision are to that statute or provision as amended or re-enacted from time to time; and (f) a reference to writing or written includes email and other comparable means of communication.

Each party represents and warrants that, in connection with these Terms and the underlying transaction, it has complied and will comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, and counter-terrorism financing laws, including (where applicable) the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and the Nigerian Corrupt Practices and Other Related Offences Act. Each party further represents that neither it nor any of its officers, directors, employees, or agents acting on its behalf has offered, paid, promised, or authorised any payment of money or any other thing of value, directly or indirectly, to any government official or any other person for the purpose of obtaining or retaining business in connection with the Source. The Purchaser shall, in its use of the Source, comply with all laws applicable to the Buyer Entity and its operations. The representations and warranties in this §28 are continuing throughout the term of these Terms and survive termination.

All commercial, technical, and legal correspondence regarding these Terms or any transaction governed by them shall be addressed to sales@vlaander.com.

Vlaander LTD · RC 8298878 · Terms of Service v1.0 · Effective 2026-06-29