Vinius Terms and Conditions

    Version: 1.1
    Effective Date: September 21, 2026
    Last updated: August 19, 2026
    Supersedes: Version 1.0 of February 7, 2026

    These Terms and Conditions ("Terms") govern your access to and use of the Vinius platform, including the Vinius web and mobile applications, APIs, services, and related features (collectively, the "Platform").

    If you are accessing or using the Platform on behalf of an organization, you represent that you have authority to bind that organization to these Terms. If you do not agree to these Terms, do not use the Platform.

    These Terms incorporate by reference the Vinius Privacy Policy and, where applicable, the Vinius Data Processing Agreement.

    1. Definitions

    • "Vinius", "we", "us", or "our" means the Vinius legal entity identified in the Order Form, invoice, or other contractual documentation.
    • "You" or "User" means the individual or organization using the Platform.
    • "Organization" means the business, wine club, or entity represented by a User.
    • "Content" means any data, text, images, files, wine records, prices, tasting notes, reviews, or other materials submitted to or generated within the Platform.
    • "User Content" means Content submitted by Users.
    • "Services" means Platform features including inventory management, pricing, wine lists, POS integrations, analytics, AI enrichment, community features, wine clubs, and marketplace functionality.
    • "Market Insight" means statistical, benchmark, index, trend, and analytical outputs derived from Content across multiple Organizations, in aggregated and de-identified form, as described in clause 5.4.
    • "Counterparty" means a supplier, distributor, importer, producer, logistics provider, or other third party with whom you transact and to whom limited Platform access may be granted under clause 10.2.
    • "Procurement Order" means an order you place with your own supplier or Counterparty through the Platform.
    • "Data Processing Agreement" or "DPA" means the agreement governing Vinius's processing of personal data on your behalf, available at govinius.com/dpa.

    2. Eligibility and Account Responsibilities

    • You must be legally capable of entering a binding contract and meet any minimum legal age required in your jurisdiction to use the Platform, especially for features involving alcohol-related content or transactions.
    • You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
    • You must provide accurate and up-to-date account and organization information. We may suspend or terminate accounts with inaccurate or misleading information.
    • If you provide access to the Platform to staff, members, or other end users, you are responsible for ensuring they meet any applicable minimum age requirements and comply with these Terms.

    3. License to Use the Platform

    Subject to these Terms and any applicable subscription, Vinius grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes or personal use consistent with these Terms.

    4. Usage Policies (Acceptable Use)

    You agree not to:

    • Use the Platform for any unlawful purpose or in violation of any applicable laws or regulations, including alcohol advertising, distribution, labeling, tax, export, and import requirements.
    • List, promote, or transact in counterfeit, misrepresented, or illegally obtained products.
    • Infringe or violate the intellectual property rights or privacy rights of others.
    • Post or transmit unlawful, defamatory, harassing, abusive, threatening, hateful, or otherwise inappropriate content.
    • Manipulate ratings, reviews, or data quality signals; submit false or misleading wine data; or omit material facts that affect accuracy.
    • Scrape, crawl, or harvest data from the Platform without our prior written consent.
    • Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying algorithms of the Platform except to the extent permitted by law.
    • Circumvent or attempt to circumvent security or access controls, rate limits, or other protective measures.
    • Interfere with or disrupt the integrity or performance of the Platform, including by uploading malicious code or performing denial-of-service activity.
    • Use the Platform to send unsolicited messages (spam) or to create, distribute, or promote misleading or fraudulent content.
    • Use automated systems or bots to access the Platform without prior written approval, except as expressly permitted through the API and applicable documentation.

    We may investigate and take appropriate action for suspected violations, including content removal, account suspension, or termination.

    4.1 Age and Alcohol Compliance

    • You must be at least the legal drinking age in your jurisdiction to access or use the Platform, and you must not permit anyone under the legal drinking age to use the Platform under your account or organization.
    • You must not use the Platform to target, market to, or solicit alcohol-related transactions from minors.
    • We may suspend or terminate access if we reasonably believe the Platform is being used in violation of age or alcohol-related laws.

    5. User Content and Data Quality

    5.1 Ownership

    You retain ownership of your User Content. You are solely responsible for the accuracy, legality, and appropriateness of your User Content.

    5.2 License to Vinius

    By submitting User Content, you grant Vinius a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, analyse, transform, and display your User Content for the purpose of operating, improving, securing, and providing the Platform to you, including AI-driven enrichment and database quality improvements.

    This license is limited to those purposes. Rights relating to Market Insight are granted separately under clause 5.4 and are subject to the scope limits, safeguards, and opt-out set out there.

    5.3 Content Moderation

    We do not pre-screen all User Content, but we reserve the right to remove or restrict content that violates these Terms or applicable law.

    5.4 Aggregated Market Insight

    (a) Right granted, and who it applies to. This clause applies only to Organizations using the Platform under a paid business plan. Content associated with individual collector accounts is not used to create Market Insight and does not contribute to any aggregate.

    Where this clause applies, you grant Vinius the right to create, publish, license, and commercialise Market Insight derived from Content. Market Insight may be supplied to producers, importers, hospitality operators, insurers, and financial institutions. Vinius will not supply Market Insight to distributors or wholesalers unless it first gives notice of that change as a material change under clause 18.

    (b) De-identification. Market Insight will not identify any Organization, User, venue, or individual, whether directly or by reasonable inference from the output or from that output combined with other information Vinius has published.

    (c) Aggregation floor. No figure will be published or supplied unless it is derived from at least five contributing Organizations and no single Organization contributes more than 25% of that figure. These are minimum thresholds, and Vinius may apply higher ones.

    (d) Supplier pricing protection. Vinius will not disclose, in identifiable form, the prices or commercial terms you have agreed with a named supplier to (i) any competitor of yours, or (ii) any supplier, distributor, or producer.

    (e) Price data lag. Market Insight describing purchase prices or commercial terms will be derived from data no less than three months old. Market Insight describing volume, depletion, assortment, or availability may be derived from current data.

    (f) Opt-out. You may opt out of contributing to Market Insight at any time from your organization settings in the Platform, or by writing to privacy@govinius.com. Opting out does not affect your access to the Platform, your feature entitlements, or your pricing. Opt-out takes effect prospectively; Market Insight already published will not be recalled.

    (g) No supply of raw data. Vinius does not sell, license, or supply raw or record-level Content to third parties. This clause does not restrict sub-processors engaged to provide the Platform to you, disclosures you direct, or disclosures required by law.

    (h) Role. In creating and supplying Market Insight, Vinius acts as an independent controller for that purpose. See clause 5.6 and the Privacy Policy.

    5.5 Data Export and Portability

    During your subscription and for 30 days after termination, you may request an export of your inventory, lot, supplier, order, and transaction records in a structured, commonly used, machine-readable format. Vinius will provide the export within 14 days of a valid request at no additional charge.

    After that period, Vinius may delete your Content in accordance with the retention schedule in the Privacy Policy, except where retention is required by law or where the Content has already been incorporated into published Market Insight in de-identified form.

    5.6 Data Protection Roles

    (a) Where Vinius processes personal data on your behalf in providing the Platform to you, Vinius acts as processor and you act as controller. That processing is governed by the DPA, which forms part of these Terms.

    (b) Where Vinius processes data as an independent controller, including for Market Insight under clause 5.4, platform security, fraud prevention, billing, and product development, the Privacy Policy applies and sets out the lawful basis relied on.

    (c) Vinius maintains a current list of sub-processors and will give notice before adding or replacing one, with a right to object as set out in the DPA.

    (d) Requests to exercise data subject rights will be handled as set out in the Privacy Policy and, for processor-role data, in accordance with the DPA.

    6. AI Features and Enrichment

    The Platform may use AI and automated tools to enrich wine data, suggest classifications, generate insights, or recommend pricing. AI outputs are informational and may be incomplete or inaccurate. You remain responsible for verifying data, pricing decisions, compliance with law, and use of AI-generated content.

    7. Market Data and Pricing Disclaimer

    Market values, pricing analytics, and valuation tools are provided for informational purposes only and may rely on third-party sources. Vinius does not guarantee accuracy, completeness, or timeliness of market data and is not responsible for decisions made based on such data. You are solely responsible for any pricing, purchasing, or sales decisions.

    Where Vinius provides valuation outputs, appraisal summaries, or insured-value estimates, these are informational estimates derived from available market data and your own records. They are not independent professional appraisals, and Vinius does not warrant their acceptance by any insurer, lender, tax authority, or court. You remain responsible for obtaining an independent appraisal where one is required.

    8. Wine Clubs, Community, and Marketplace Features

    8.1 Clubs

    Club features allow organizations to create membership programs and share content with members. Club membership, invitations, and visibility settings are governed by each club and by these Terms.

    8.2 Community

    Community features may allow public or private sharing of notes, reviews, or announcements. You are responsible for your contributions.

    8.3 Marketplace and Transaction Role

    Marketplace features may enable buying, selling, or trading of products between users or organizations.

    Except where Vinius is expressly identified as the seller or merchant of record for a specific transaction, Vinius acts solely as an intermediary and technology provider. In that capacity Vinius is not a party to the transaction, does not take title to goods, and does not act as agent for either party.

    Users are responsible for compliance with all applicable laws, taxes, excise and duty obligations, and licensing requirements applicable to the goods and to their movement.

    8.4 Payment Facilitation and Merchant of Record

    (a) Where Vinius facilitates payment, it does so through licensed third-party payment providers. Vinius does not provide payment services in its own name unless expressly stated and appropriately authorised.

    (b) Where Vinius acts as merchant of record for a transaction, it will be identified as such before payment is taken, and the identity of the seller and the applicable terms will be disclosed at that point.

    (c) Procurement Orders. Vinius is never the seller, buyer, or merchant of record for a Procurement Order. A Procurement Order is a contract between you and your Counterparty. Vinius transmits, records, and may acknowledge it, and does not take title, hold funds, or assume any obligation for delivery, quality, or payment.

    9. Points, Badges, and Rewards

    Any points, badges, or contribution rewards are for engagement and recognition only. They have no cash value, are not transferable, and may be modified, revoked, or removed at any time.

    10. Integrations, Third-Party Services, and Counterparty Access

    10.1 Integrations and Third-Party Services

    The Platform may integrate with third-party services (e.g., POS systems, payment processors, analytics, or external data sources). Your use of such services is subject to their terms. Vinius is not responsible for third-party services or content.

    10.2 Counterparty and Supplier Access

    Vinius may make limited Platform functionality available to your Counterparties so that they can receive, acknowledge, query, and fulfil Procurement Orders you place, and so that delivery and backorder status can be recorded.

    Such access is limited to the data reasonably necessary for the transaction between you and that Counterparty, and is subject to separate terms accepted by the Counterparty. A Counterparty is not given access to your other suppliers, your purchase prices with third parties, your sales data, or your inventory beyond the items in question.

    11. Subscription Plans, Fees, and Billing

    If your use of the Platform is subject to paid subscription plans:

    • Fees, billing cycles, and payment terms will be set out in your order form or subscription plan.
    • Subscriptions may auto-renew unless canceled in accordance with your plan terms.
    • We may suspend access for non-payment.

    12. Intellectual Property

    The Platform, including all software, designs, trademarks, and content provided by Vinius, is owned by Vinius or its licensors and is protected by intellectual property laws. You may not use our trademarks or branding without prior written consent.

    13. Security and Access Controls

    You must not share credentials or grant access to unauthorized users. We may enforce security measures such as rate limits, API keys, access scopes, and audit logging.

    14. Suspension and Termination

    We may suspend or terminate your access if we believe you have violated these Terms, pose a security risk, or if required by law. You may terminate your account at any time in accordance with your plan.

    15. Disclaimers

    The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Vinius disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

    16. Limitation of Liability

    To the maximum extent permitted by law, Vinius will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenues, data, goodwill, or other intangible losses arising out of or related to your use of the Platform.

    Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited. This includes liability for fraud or fraudulent misrepresentation, for willful misconduct, for death or personal injury caused by negligence, and any liability arising under a mandatory provision of Belgian law. Where you are a consumer, your mandatory statutory rights are not affected by this clause.

    17. Indemnification

    You agree to indemnify and hold harmless Vinius and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, and expenses arising from your use of the Platform or violation of these Terms.

    18. Changes to These Terms

    (a) Material changes. For any material change, including any change that expands the purposes for which Vinius may use Content, alters fees, or reduces your rights, Vinius will give at least 30 days' notice by email and in-Platform before the change takes effect.

    (b) Right to reject. If you do not accept a material change, you may terminate before the effective date and receive a pro-rata refund of prepaid fees for the unexpired term. Continued use after the effective date constitutes acceptance.

    (c) Non-material changes take effect on posting, with the "Last updated" date revised.

    (d) Consumers. Nothing in this clause limits mandatory statutory rights available to you as a consumer.

    19. Governing Law and Jurisdiction

    These Terms are governed by Belgian law, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

    Disputes will be submitted to the Antwerp enterprise court, Hasselt division. Where you are a consumer, you retain the right to bring proceedings in the courts of your place of domicile and to the protection of mandatory provisions of the law of that country.

    20. Contact

    For legal notices or questions about these Terms, contact:

    • Legal entity name: Vinius V.O.F.
    • Registered address: Kattendansstraat 82, 3500 Hasselt, Belgium
    • VAT number: BE 1021.970.422
    • Legal notices: legal@govinius.com
    • Data protection: privacy@govinius.com

    21. Confidentiality

    Each party may receive non-public information from the other. Each party will use the other's confidential information only to perform under these Terms, will protect it with no less than reasonable care, and will not disclose it except to personnel and advisers bound by equivalent obligations, or where legally required.

    Your commercial terms with suppliers, your purchase prices, and your margin structure are your confidential information. Clause 5.4 operates as a permitted use of that information in de-identified aggregate form only.

    22. Assignment

    You may not assign these Terms without Vinius's prior written consent.

    Vinius may assign or transfer these Terms, in whole or in part, to an affiliate or to a successor in connection with a reorganisation, change of legal form, contribution of a business, merger, acquisition, or sale of assets, on notice to you.

    23. Force Majeure

    Neither party is liable for failure or delay caused by events beyond its reasonable control, including infrastructure or connectivity failures, third-party service outages, natural events, industrial action, or acts of government. Payment obligations already accrued are not suspended.

    24. Severability, Waiver, and Survival

    If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder continues in effect. Failure to enforce a provision is not a waiver of it.

    Clauses 5.1, 5.4, 5.6, 12, 15, 16, 17, 19, 21, and this clause survive termination.

    25. Entire Agreement

    These Terms, together with the Privacy Policy, the DPA where applicable, and any order form or subscription plan, constitute the entire agreement between the parties and supersede all prior understandings on their subject matter. Where an order form conflicts with these Terms, the order form prevails for that customer.