VendorClerkOrder a draftVendorClerkOrder a draftDRAFT. This document is a draft under legal review and may change before VendorClerk accepts orders.
DRAFT. NOT LEGAL ADVICE. HAVE A LAWYER REVIEW BEFORE PUBLISHING. Placeholders: [LEGAL ENTITY NAME], [STATE], [EFFECTIVE DATE].
Effective date: [EFFECTIVE DATE]
These terms are an agreement between you (the business placing an order, "you") and [LEGAL ENTITY NAME], doing business as VendorClerk (vendorclerk.com) ("we", "us"). By placing an order you agree to them. If you're ordering for a company, you confirm you can bind that company.
We prepare a draft of your answers to a security, privacy, or vendor-risk questionnaire ("Questionnaire") based on the documents and information you provide ("Your Materials"). We deliver a filled copy of the Questionnaire and a review sheet listing questions we could not answer from Your Materials (the "Draft").
Drafts are produced largely by automated and AI tools working from Your Materials. We do not audit, test, or verify your systems or controls.
You are solely responsible for reviewing, editing, and approving every answer before you submit the Questionnaire to anyone. Answers in a Questionnaire can become representations or contractual commitments to your customer. We never submit a Questionnaire on your behalf, and nothing in a Draft is a statement by us about your security.
The Draft reflects what Your Materials say, not necessarily what your actual controls are. We make no warranty that any answer is accurate, complete, or true as to your actual systems, controls, or practices, or that a Draft will satisfy your customer. Except for the refund promise in section 6, the service and Drafts are provided "as is", and we disclaim all other warranties to the extent the law allows, including merchantability, fitness for a particular purpose, and non-infringement.
You confirm you have the right to share Your Materials with us. You keep all rights in Your Materials and in the final answers. You give us a limited permission to use Your Materials only to perform your order, maintain your private answer library (section 8), and provide support. Don't send us data you don't need to (for example, personal data about your customers or employees, credentials, or secrets). If you do, tell us and we'll delete it.
Prices are listed at checkout and paid up front through our payment processor. Turnaround targets (for example, 24-48 hours) start when we have received both payment and the Questionnaire. Turnaround is a target, not a guarantee, except as provided in section 6. Each order includes one round of revisions requested within 14 days of delivery.
If the Draft is unusable as a starting point for your submission, or we miss the stated turnaround, email hello@vendorclerk.com within 14 days of delivery (or of the missed deadline) and we will refund the fees paid for that order in full. This refund is your sole and exclusive remedy for an unsatisfactory Draft or late delivery.
We treat Your Materials and Drafts as confidential. We will not disclose them except to our service providers who need them to perform the service and are bound by confidentiality obligations (listed in our Privacy Notice), or where required by law (in which case we'll tell you if we legally can). We will not use Your Materials to train AI models, and we use AI providers whose terms prohibit training on our customers' data. We'll sign your reasonable NDA on request. If your NDA conflicts with these terms on confidentiality, your NDA controls.
To make repeat orders faster, we keep a private library of your approved answers and Your Materials, used only for your orders. On request to hello@vendorclerk.com, we will delete Your Materials, Drafts, and your answer library within 30 days and confirm in writing. Backups are overwritten on their normal cycle within that period. We may keep order and payment records as required by law.
To the maximum extent the law allows, our total liability arising from or related to an order is limited to the fees you paid for that order. We are not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, deals, or data, including any loss arising from answers you submitted to your customer, even if we were told such loss was possible. These limits don't apply where the law doesn't allow them.
You agree not to use the service to make statements you know are false, or to misrepresent your security posture to anyone. You're responsible for keeping your login or upload links private.
We may update these terms; the version in effect when you place an order applies to that order. Either of us may stop working together at any time; sections 3, 7, 8, 9, and 12 survive.
These terms are governed by the laws of [STATE], excluding conflict-of-law rules. Disputes go to the state or federal courts in [COUNTY, STATE]. These terms (plus your NDA, if any) are the entire agreement about the service. If any part is unenforceable, the rest stays in effect. Contact: hello@vendorclerk.com.