Terms & Conditions CX Platform

These Terms and Conditions (“Terms”) govern the Client’s use of the VTEX CX Platform solution (“Product”), made available by VTEX ECOMMERCE PLATFORM LIMITED, a company duly incorporated under the laws of England and Wales, with registered address at 1 Bow Churchyard, London, United Kingdom, EC4M 9DQ, enrolled under VAT number GB278404189, or its Affiliates, as applicable pursuant to Section 15 (Governing Law and Dispute Resolution) below (jointly and severally, “VTEX”).

By (i) clicking “I have read and accept” or an equivalent mechanism during the registration, activation or configuration flow of the Product, or (ii) installing, accessing or otherwise using the Product, the legal entity on whose behalf such act is performed (“Client”) expresses its full and unconditional adherence to these Terms, which shall bind VTEX and the Client (jointly, the “Parties” and, individually, a “Party”).

WHEREAS:

A. The Client wishes to use the “VTEX CX Platform” product (“Product”), developed by VTEX, by adhering to these Terms;

B. For the purposes of these Terms:

(i) “End User” means any individual who interacts, through the channels enabled by the Client (including, without limitation, WhatsApp, Instagram Direct, SMS and website chat), with the artificial intelligence agents made available through the Product;

(ii) “Conversation” means the interaction window between an End User and the Agents, lasting 24 (twenty-four) consecutive hours, counted from the first contact within the same channel.

By adhering to these Terms, the Parties bind themselves, and any successors, to the following:

1. PRODUCT SCOPE AND DESCRIPTION

1.1. Product (VTEX CX Platform). The Product is a customer experience solution based on autonomous artificial intelligence agents (“Agents”), developed by VTEX, that enables the Client to automate customer service, sales and post-sale interactions with its End Users through channels such as WhatsApp, Instagram Direct, SMS and website chat (webchat), with native integration into the Client’s online store (including, without limitation, product catalog, order management, checkout and promotion mechanisms).

1.2. Agent Gallery. VTEX provides a library of pre-configured native Agents, including, without limitation, order tracking and status features, abandoned cart recovery, exchanges and returns, product recommendations, WhatsApp payments and conversational campaigns. Activation of these Agents is included in the Fee set forth in Clause 4, at no additional cost per Agent, and new Agents made available in the library are automatically accessible to the Client.

1.3. Language Model (LLM). The Product operates, by default, with VTEX’s native language model. The Client may, at its discretion, configure the use of third-party language models by entering its own access keys (e.g., OpenAI GPT, Anthropic Claude, Google Gemini), in which case Clause 12.2 shall apply.

1.4. Knowledge Base. Upon activation of the Product, the Agents perform automated scanning of the Client’s website to build an initial knowledge base. The Client may supplement this knowledge base manually, by adding documents, links or texts, and shall be solely responsible for the accuracy, lawfulness and adequacy of the content so provided.

1.5. Human Support (Handoff). The Product includes a native handoff module to human support, with no user limit and no per-seat license charge, including internal notes, attachment sending, audio recording and AI-assisted suggestions for agents.

1.6. Gradual Rollout. The Client may configure the percentage of traffic directed to the Agents, allowing gradual testing before full availability to End Users.

2. ACCEPTANCE, CAPACITY AND AUTHORITY TO ACT

2.1. By accepting these Terms, the individual performing the acceptance, whether by clicking, electronic confirmation, or by installing or using the Product, represents and warrants, on their own behalf and on behalf of the legal entity they represent (“Client”). The individual represents that (a) they hold all necessary powers, whether by law, bylaws, contract or delegation, to represent the Client and bind the Client to these Terms, with the same legal effect as a handwritten signature; (b) the Client is a legal entity duly organized and validly existing under applicable law, with full capacity to enter into and perform the obligations set forth in these Terms; and (c) they have read, understood and fully agree with the content of these Terms, the Data Processing Addendum (DPA) and VTEX’s Privacy Policy, referenced in Clause 7.11.

2.2. The electronic acceptance of these Terms, as set forth in this Clause 2, constitutes a valid and effective expression of will for all legal purposes, and dispenses with the need for a handwritten signature.

3. OBLIGATIONS

3.1. The Client is fully responsible for configuring the Agents, including natural-language instructions, business rules, content restrictions and other parameters defined in the Product’s administrative environment, as well as for the results arising from such configuration.

3.2. The Client shall provide the information and carry out the integrations necessary to activate the Product on its online store and enabled channels, including, where applicable, the connection to Facebook Business Manager for the WhatsApp channel or other applicable channels.

3.3. The Client is solely responsible for obtaining and keeping valid all authorizations, approvals and registrations required by channel providers (including, without limitation, Meta, in the case of WhatsApp, Instagram Direct and conversational campaigns), as well as for the compliance of message templates and campaigns with such providers’ policies.

4. FEE AND PAYMENT TERMS

4.1. Fee per Conversation. In consideration for the use of the Product, the Client shall pay VTEX the amount per Conversation informed in the contracting environment/checkout (“Fee”), net of all taxes applicable under local law.

4.2. The Fee applicable to the Client corresponds to a single base price per Conversation, informed in the contracting environment/checkout at the time of adherence. Billing shall be made on a postpaid basis, monthly, based on the consumption actually verified during the period, pursuant to the rules of this section.

4.3. VTEX shall issue the corresponding invoice for calculation and collection of the Fee, based on the consumption verified during the period, and payment shall be due by the Client within 15 (fifteen) days of the invoice being issued.

4.4. Invoices will be made available in the Product’s administrative environment. For any questions, the Client may contact VTEX through VTEX Help or by email, according to the applicable VTEX entity and the corresponding e-mail address indicated in the table set forth in Section 15.

4.5. Any delay in the Client’s payment of the Fee authorizes VTEX to suspend operation of the Product until payment is made.

4.6. Any change in applicable tax legislation, or in costs charged by channel providers, may result in additional amounts being itemized on the invoice, without prejudice to Clause 12.1.

4.7. Billing Entity. The VTEX entity responsible for issuing invoices and receiving payments under this Agreement (“Billing Entity”) shall be determined based on the tax identification number and business address provided by the Client in the Registration Form (“Billing Country”). Where VTEX has a legal entity duly incorporated and tax-registered in the Client’s Billing Country, such VTEX entity shall be the Billing Entity. If VTEX does not have a legal entity in the Client’s Billing Country, the Billing Entity shall be the VTEX entity identified for the Client’s Billing Country in Section 15 (Governing Law and Dispute Resolution), or, in its absence, VTEX ECOMMERCE PLATFORM LIMITED.

4.7.1. The Client shall promptly notify VTEX in writing of any change to its Billing Information, including any change to its Billing Country, by sending such notice to the email address of the then-current Billing Entity, in accordance with the notice requirements set forth in Section 15 (Governing Law and Dispute Resolution). If, following such notice, the Client’s Billing Country changes to a country where VTEX has a legal entity duly incorporated and tax-registered, VTEX is authorized to update the Billing Entity accordingly, effective as of the date VTEX confirms receipt of such notice, without requiring any amendment to this Agreement. If VTEX does not have such a legal entity in the new Billing Country, the Billing Entity shall remain the entity previously applicable or, at VTEX’s sole discretion, be updated to the VTEX entity determined to be the most tax-efficient, in light of the Client’s new Billing Country.

4.7.2. The Client is solely responsible for providing accurate and up-to-date tax identification and business address information. Invoices issued by the Billing Entity shall include the taxes applicable under the laws of its jurisdiction (e.g., withholding taxes, import-of-services taxes, VAT/GST, or municipal service taxes, as applicable), and the Client shall bear any additional costs, penalties, or tax gross-up resulting from inaccurate or outdated information it has provided.

5. TERM

5.1. These Terms shall become effective as of the date of acceptance by the Client and shall remain in force for a period of 12 (twelve) months, automatically renewed for successive and equivalent periods, unless either Party terminates these Terms pursuant to Clause 6.

6. TERMINATION

6.1. Either Party may terminate these Terms, without penalty or indemnification, upon at least 30 (thirty) days’ prior notice to the other Party.

6.2. Either Party may suspend or terminate these Terms immediately and without any liability, in the event of a breach of any material obligation set forth in these Terms that remains uncured after a period of 30 (thirty) days from the first notice thereof, including cases affecting the availability of the Product, misuse of the Product by the Client, non-compliance with compliance rules, or infringement of intellectual property rights.

7. PERSONAL DATA PROTECTION

7.1. For purposes of this Agreement, the following definitions apply: (i) “Personal Data” means any data related to an identified or identifiable natural person; (ii) “Processing” of Personal Data means the following operations performed by VTEX, by automated means: collection, recording, organization, structuring, storage, retrieval, transmission, erasure or destruction; (iii) “Controller” means the Client, to whom the decisions regarding Processing, such as its purposes and means, are attributed, pursuant to the Applicable Law; and (iv) “Processor” means VTEX, which carries out the Processing of Personal Data on behalf of the Controller.

7.2. VTEX shall carry out the Processing and storage of Personal Data in full compliance with: (i) the Client’s instructions; (ii) applicable law; (iii) the terms of this Agreement. All VTEX employees and contractors with access to Personal Data are contractually bound in writing to maintain their confidentiality.

7.3. Control over Personal Data is the exclusive responsibility of the CLIENT, who is the party with a relationship with the data subject and who is obligated to determine an adequate legal basis for the data to be Processed by VTEX, as well as to adopt technical and administrative measures relating to its environment and settings within the VTEX CX Platform. VTEX shall act as Processor of Personal Data, in relation to the subject matter of this Agreement, carrying out the Processing on behalf of the CLIENT.

7.4. VTEX may share Personal Data with companies it engages for the Processing of Personal Data, including, by way of example but not limited to, means and integrators, payment processing companies and cloud storage sub-processors, provided that, in such case, such companies shall guarantee, at a minimum, the protections and safeguards set forth in this Agreement and in the DPA.

7.5. VTEX undertakes to process the Personal Data to which it has access as a result of this Agreement solely within the limits set forth herein, and to keep the Personal Data stored exclusively for the time and purposes necessary to perform the Services, making it available to the CLIENT at the end of the Services and deleting it as soon as it is no longer necessary. VTEX shall not use the Personal Data for its own benefit or that of any third party other than the CLIENT, as controller of the Personal Data, nor shall it disclose it to third parties not covered by the preceding clause, whoever they may be.

7.6. Disclosure of Personal Data by VTEX may only occur in the following cases: (i) when necessary for Processing in accordance with the CLIENT’s instructions, in which case the CLIENT shall be responsible for the use of the Personal Data; and (ii) if VTEX is compelled to disclose the Personal Data by order of a competent authority, court order, or security incident, pursuant to the Data Processing Addendum (DPA).

7.7. VTEX may immediately limit access, partially or fully, to the CLIENT’s VTEX CX Platform environment, if the occurrence of a Security Incident is found in its environment, for the purpose of maintaining the security of the VTEX CX Platform. Following such limitation, VTEX shall send, within 24 (twenty-four) business hours, documents evidencing the identification of the security incident to the CLIENT, and VTEX shall not be liable for any consequences of such limitation, subject to the limitation of liability clauses set forth in this Agreement.

7.8. A “Security Incident” is defined as any explicit attack and/or violation of standard security practice that may harm the availability of the Services, the integrity of VTEX’s or the CLIENT’s computers and the Parties’ applications, the privacy of data and/or VTEX’s properties, and which may be reported through the monitoring of employees, partners and external parties.

7.9. The Client acknowledges and agrees that VTEX may store, in the VTEX Platform’s database, data owned by the Client and its End Users arising from the use of the Product, pursuant to this Section.

7.10. Given that the Client may store data it owns in the Product’s database, it is hereby clarified that such Client data is the sole and exclusive property of the Client, who authorizes the sharing of its data on an anonymized basis with VTEX to help improve its products and services. The aggregated anonymized data set may be used to enable features such as market benchmarking and publications that may help understand data trends, as well as to assist VTEX in scaling its infrastructure.

7.11. The following documents are incorporated into, and form an inseparable part of, these Terms: the Data Processing Addendum (DPA), available at https://compliance.vtex.com/dataprocessingaddendum; VTEX’s Privacy Policy, available at https://vtex.com/br-pt/vtex-privacy-policy/; and VTEX’s Security Practices, available at https://vtex.com/us-en/security/security-practices/. These documents may be updated by VTEX, in which case the Client will be notified pursuant to Clause 13.

8. INTELLECTUAL PROPERTY

8.1. The rights relating to the Product, its modules, functions, source code, layout, among other contracted solutions, belong exclusively to VTEX. Accordingly, the Client is prohibited from reproducing, renting, lending, sublicensing, selling or otherwise commercializing, reinstalling, decompiling or reverse engineering the computer programs owned by VTEX.

8.2. Any adaptations and modifications to the Product made by VTEX, even if at the Client’s request, shall be owned by VTEX.

8.3. The development, by the Client, of a new module or product that constitutes a copy, in whole or in part, whether of the data dictionary or of the program, shall be characterized as a violation of VTEX’s intellectual property rights.

8.4. To activate certain specific features, the Client may need to license third-party programs not owned by VTEX. In such case, the Client shall be responsible for acquiring, installing and maintaining the licenses for such programs.

9. SOCIAL RESPONSIBILITY AND COMPLIANCE POLICIES

9.1. The Parties represent that they are fully aware of VTEX’s Code of Ethics and Conduct for Third Parties (“Code of Ethics”), available at https://vtex.com/us-en/compliance/ethics/, and of the Anti-Corruption and Money Laundering Prevention Policies, available at https://vtex.com/us-en/compliance/policies-and-procedures/, and undertake to observe, for themselves, their officers, agents, representatives and employees, the principles and guidelines set forth therein throughout their relationship with each other or with third parties related to the subject matter of the Agreement.

9.2. The Parties undertake to immediately notify each other of any undue payment or advantage, offered, requested or received, involving public authorities, related to the performance of these Terms, which may constitute a breach of this clause or of applicable law.

9.3. The Parties strongly disavow any practice involving money laundering or the financing of terrorism, and undertake to strictly comply with applicable legislation on the matter. The Client represents and warrants that the funds directed to VTEX under these Terms do not originate from illicit activities, and derive exclusively from lawful business activities.

9.4. The Parties represent that no public official, or person related thereto, will receive, directly or indirectly, any benefit or advantage as a result of these Terms.

9.5. The Parties undertake to promptly notify each other of the occurrence of any act that breaches this Clause 9, and to cooperate with any related investigations, except where they are subject to a duty of secrecy or confidentiality imposed by law or by a competent authority.

9.6. The Parties undertake to respect and promote diversity, to refrain from any form of prejudice, discrimination or retaliation, and to support the eradication of sexual exploitation and slave-like labor, as well as to prevent sexual and moral harassment within their organizations.

9.7. Any breach of the obligations set forth in this Clause 9, or of any applicable anti-corruption law, shall be deemed a non-curable breach of these Terms, entitling either Party to terminate these Terms for cause, with immediate effect, regardless of any prior notice.

10. CONFIDENTIALITY

10.1. All information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) in connection with these Terms, whether before or after their acceptance, including, without limitation, information relating to the VTEX Platform, the Product, technology, cloud architecture, data flows, security information, test results, financial, technical or technological data, business plans and strategies, forecasts, know-how, trade secrets, pricing policies, research, inventions, processes, designs, models, computer programs, and data relating to clients, End Users, employees or suppliers, shall be referred to as “Confidential Information”.

10.2. The following shall not be deemed Confidential Information: (i) information disclosed pursuant to a legal obligation or an order of a court or governmental authority; (ii) information that is or becomes public without breach by the Disclosing Party; (iii) information independently developed by the Receiving Party; or (iv) information obtained from third parties without breach of any confidentiality obligation.

10.3. The Receiving Party shall: (i) treat the Confidential Information with the same degree of care it uses to protect its own confidential information; (ii) promptly notify the Disclosing Party of any unauthorized use or disclosure of which it becomes aware; and (iii) use the Confidential Information solely for the purposes of these Terms.

10.4. Each Party may disclose Confidential Information to employees, agents, affiliates and subcontractors who need it to perform these Terms, provided they are bound by confidentiality obligations at least as protective as those set forth herein, and each Party shall be liable for the acts and omissions of such third parties.

10.5. VTEX is authorized to share with other companies of its economic group, or with third parties, information relating to the Client’s metrics of use of the Product, including, without limitation, conversation volumes, resolution rates, channels used and agent performance, on an aggregated and/or anonymized basis. The Parties acknowledge that this Clause 10.5 prevails over the confidentiality provisions of these Terms, and that the sharing authorized herein shall not constitute a breach of confidentiality between the Parties.

10.6. Upon termination of the relationship between the Parties, the Receiving Party shall, at the Disclosing Party’s discretion, return or destroy all Confidential Information in its possession, and shall remain bound by the obligations of this Clause 10 notwithstanding such return or destruction.

10.7. The Parties acknowledge that a breach or failure to perform their respective obligations under this clause may cause immediate and irreparable harm to the other Party that could not be adequately compensated, and that, in the event of any such breach or failure, and in addition to any other remedies available at law or in equity, the affected Party shall be entitled to seek preventive relief before any competent court or jurisdiction, without the need to prove actual damages or to post a bond or other security.

10.8. The confidentiality obligations set forth herein shall remain in effect during the term of these Terms and for 5 (five) years thereafter.

11. LIMITATION OF LIABILITY

11.1. The Client acknowledges that, under no circumstances, shall VTEX be liable for any indirect, moral, punitive or consequential damages, lost profits, lost business opportunities, or data loss arising from activities carried out through the Product, and undertakes to take all measures necessary to have VTEX excluded from any claim related to such activities.

11.2. VTEX does not guarantee any minimum resolution rate, conversion, increase in sales, or financial return resulting from the use of the Product, and the Client shall be solely responsible for the results obtained, including when the Product is configured with third-party language models pursuant to Clause 1.4.

11.3. Without prejudice to the limitation of liability set forth in Clause 11.1, should VTEX be held liable for any indemnification under these Terms, VTEX shall in no event be required to pay indemnification exceeding the total amount paid by the Client to VTEX in the 12 (twelve) months immediately preceding the event that gave rise to the damage. If more than one damage-causing event occurs within the reference period, the amounts owed shall be aggregated and capped at the limit set forth in this clause.

12. EXCLUSIONS

12.1. Not included in the Fee, and charged separately where applicable: (i) messaging costs relating to the WhatsApp channel, or to any other channels under Meta’s control; (ii) the use of the application programming interface for custom event collection (“Events API”), contracted subject to availability and a specific legal instrument.

12.1.1. The messaging costs referred to in item (i) above shall be calculated in accordance with the then-current messaging cost table made available by VTEX at WhatsApp Cost per Region.

12.2. Third-Party Language Models. Should the Client choose to configure the Product with a third-party language model using its own key, pursuant to Clause 1.4, the Client shall be solely responsible for any costs, terms of use, privacy policies and contractual obligations of the relevant third-party provider, and VTEX shall bear no responsibility whatsoever for the performance, availability, security or costs of such model.

12.3. Custom Agents. For specific needs not covered by the native library, including integrations with the Client’s legacy systems, the Client may develop, or engage the development of, Custom Agents through (i) VTEX-approved partners, or (ii) development by the Client or a third party engaged by it, via the command-line interface (CLI) made available by VTEX. Custom Agents are not covered by the ongoing maintenance set forth in Clause 1.2, and the Client shall be responsible for their continued maintenance.

12.3.1. Ownership and intellectual property rights over any Custom Agents developed by the Client shall belong exclusively to the Client.

13. AMENDMENTS TO THESE TERMS

13.1. Unilateral Amendment. VTEX may amend these Terms at any time by posting an updated version on its website, indicating the effective date of the change. VTEX shall notify active Clients of any material change by prior written notice. Continued use of the Services by the Client after such effective date constitutes acceptance of the amended Terms; if the Client does not agree with the amendment, its sole remedy is to terminate the Agreement pursuant to Section 6.1.

14. GENERAL PROVISIONS

14.1. These Terms, together with the DPA and VTEX’s Privacy Policy, constitute the entire agreement between the Parties with respect to their subject matter, superseding any prior understandings, whether oral or written. In the event of any conflict between these Terms and such documents, the provisions most specific to the matter at hand shall prevail.

14.2. Any failure by either Party to timely enforce any provision of these Terms, or any right related thereto, shall not be construed as a waiver or novation of such rights, nor shall it affect the validity of these Terms.

14.3. These Terms are entered into on a non-exclusive basis, and the Parties remain free to enter into similar agreements with third parties.

14.4. Communications between the Parties under these Terms shall preferably be made electronically, to the email address provided by the Client upon registration and to VTEX’s official support channels, and shall be deemed received on the date of sending, upon confirmation of delivery.

14.5. The rights and obligations set forth in these Terms may not be assigned or transferred by the Client, in whole or in part, without VTEX’s prior written consent. VTEX may assign its billing rights under these Terms to one of its holding companies, without requiring the Client’s prior approval.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1. The law applicable to any dispute or lawsuit arising out of or in connection with this Agreement, and the courts with jurisdiction over any such dispute or lawsuit, depend on the applicable VTEX entity, as indicated below:

*By accepting these Terms, under the conditions of Clause 2, the Client confirms that it has read, understood and agreed to their entirety, and no handwritten signature or witnesses are required.*