Terms of Service

01Definitions

In these Terms, the following capitalised terms have the meanings set out below.

02Acceptance of these Terms

By accessing or using the Website, you confirm that you have read and accept these Terms and our Privacy Policy and Cookie Policy. If you do not accept any part of these Terms, you must not use the Website.

These Terms form a legally binding agreement between you and the Company. The Company does not accept terms of business proposed by you except where expressly confirmed in writing.

03Company information

In accordance with Directive 2000/31/EC (e-Commerce Directive) and Romanian Law 365/2002, the Company provides the following information:

• Legal name: MICRO DIGITAL ELECTRONICS CORP SRL
• Brand: VENDOR.Energy
• Form: Limited liability company (Societate cu răspundere limitată)
• Registration No.: 50047468
• EUID: ROONRC.J2024009262405
• Registered office: Splaiul Unirii nr. 16, office 705, Bucharest, Sector 4, Romania
• Primary NACE activity: 7499 — Other professional, scientific and technical activities
• General contact: info@vendor.energy
• Legal & data-protection contact: Vitaly Peretyachenko, vp@vendor.energy

04Nature and purpose of the Website

The Website is an informational resource about the Company, the VENDOR.Energy brand, and the VENDOR.Max deployment-autonomous power architecture. It provides technical background, project news, patent information, and investor-oriented materials for audiences described in Section 05.

The Website does not constitute: (a) an offer to sell or a solicitation to buy securities or financial instruments; (b) investment, financial, legal, tax, or professional advice; (c) a binding commercial offer, purchase order, or contract of sale; (d) a representation that any product, technology, or deployment is commercially available, certified, or approved for any specific use.

Scientific framing. The VENDOR.Max architecture operates within the framework of classical electrodynamics. It does not generate energy and does not extract energy from the environment. References to "autonomous" on this Website and in Company materials refer exclusively to deployment-level independence from external grid connection at the installation site — not to any claim of operation without an energy source. Detailed energy-accounting discussion is addressed in the Company's dedicated technical notes.

All performance figures, timelines, roadmap items, and project claims represent design targets at TRL 5–6 and are subject to validation, engineering modelling, and applicable regulatory and certification processes.

05Who the Website is for

5.1 Public informational pages

Public pages are available to adults (18 years or older) for informational purposes. No content on the Website is addressed to, or intended for, retail clients within the meaning of MiFID II when it relates to investment matters.

5.2 Investor Room

The Investor Room is a restricted area addressed exclusively to Qualified Investors as defined in Section 01. Access is granted through a registration flow which requires: (i) execution of the Company's Non-Disclosure Agreement, (ii) self-certification that you meet at least one of the Qualified Investor categories, and (iii) a written access grant issued by the Company. By accessing the Investor Room you represent and warrant that you meet at least one of the Qualified Investor categories and that you access the materials solely for your own evaluation, not for onward distribution to retail clients.

The scope of materials made available in the Investor Room is determined by the Company on a case-by-case basis. The Company may revoke access at any time at its discretion.

06Acceptable use

You may use the Website for lawful, informational, research, and evaluation purposes. A full description of permitted and prohibited conduct is set out in the Acceptable Use Policy, which forms part of these Terms by reference. In particular, you must not:

• violate applicable law or infringe any third-party rights;
• attempt to gain unauthorised access to any part of the Website or its underlying systems;
• interfere with the security, availability, or integrity of the Website;
• scrape, harvest, or systematically retrieve Content using automated means, except for search-engine indexing expressly permitted by our robots directives and AI-access rules set out in our AI Legal Notice;
• reverse-engineer, decompile, or attempt to derive the source code of any software element exposed on the Website;
• use Content to train machine-learning models or build competing datasets without prior written consent;
• impersonate the Company, its officers, or its representatives;
• transmit malicious code, spam, or unsolicited communications.

07Intellectual property

7.1 Ownership

The Website and all Content are owned by or licensed to the Company and are protected by copyright, trademark, patent, database, and trade-secret laws, including under Directive 2001/29/EC, Directive (EU) 2019/790, and Regulation (EU) 2017/1001.

The VENDOR trademark is registered in the European Union (EUIPO No. 019220462). The VENDOR.Max architecture is protected by granted patent ES2950176 (Spain) and by PCT application WO2024209235, with regional and national examination active in EP, CN, IN, and US jurisdictions.

7.2 Limited license to Users

The Company grants you a limited, non-exclusive, non-transferable, revocable licence to view and internally evaluate the Website's public Content. This licence does not permit any commercial use, modification, redistribution, or removal of proprietary notices.

7.3 User submissions

If you send us information, questions, comments, or materials (for example, through a contact form or by email), you grant the Company a non-exclusive, royalty-free, worldwide licence to use, store, and process such submissions for the purpose of responding to you, operating the Website, and improving our services. This licence covers intellectual-property rights only; the processing of any personal data contained in your submission is governed by our Privacy Policy. You represent that your submission does not infringe any third-party rights.

7.4 Notice-and-action (DSA Art. 16)

If you believe that any Content on the Website infringes your rights or is otherwise unlawful, please send a notice to info@vendor.energy including: (a) your identification and contact details; (b) the URL and description of the Content; (c) the legal basis for your claim; (d) a statement of good faith. We will assess notices without undue delay and take appropriate action in accordance with Article 16 of Regulation (EU) 2022/2065 (Digital Services Act).

08Privacy, cookies, and data protection

The Company processes personal data as a controller in accordance with Regulation (EU) 2016/679 (GDPR) and Romanian Law 190/2018. The full description of processing activities, legal bases, retention, and your rights as a data subject is set out in our Privacy Policy.

The use of cookies and similar technologies is governed by our Cookie Policy. Consent to non-essential cookies is obtained separately through our consent-management banner, in accordance with Directive 2002/58/EC (ePrivacy).

Where the Company processes personal data on your behalf (for example, in the context of a pilot programme or data-room engagement), processing will be governed by the Data Processing Agreement.

09Warranties and disclaimers

To the maximum extent permitted by applicable law, the Website and all Content are provided on an "as is" and "as available" basis. The Company does not warrant that the Website will be uninterrupted, error-free, secure, or free from harmful components, nor that Content will be complete, current, or accurate at any given time.

Technical claims on the Website describe design targets at TRL 5–6 and are subject to validation. Any statements concerning future performance, deployment, certification, or commercial availability are forward-looking and may differ materially from actual outcomes due to technical, regulatory, market, and operational factors.

The Company is not responsible for third-party websites, services, or content linked from the Website.

Nothing in these Terms excludes or limits any warranty or right that cannot be excluded or limited under applicable mandatory law, including statutory rights of consumers.

10Limitation of liability

The Company is liable without limitation for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) intent (dol) or gross negligence (culpă gravă) within the meaning of Article 1350(3) of the Romanian Civil Code; and (d) any other liability that cannot be excluded or limited under applicable law.

Subject to the paragraph above, and to the maximum extent permitted by law, the Company's aggregate liability arising out of or in connection with your use of the Website or these Terms — whether in contract, tort, or otherwise — is limited to direct, foreseeable damages and capped at one thousand euros (€1,000) per User per twelve-month period. This limitation applies to Website use only and does not govern liability under separate executed agreements between you and the Company (including any Non-Disclosure Agreement, Data Processing Agreement, pilot agreement, or investment documentation), which are governed by their own terms.

The Company is not liable for indirect, consequential, incidental, special, or punitive damages, loss of profits, loss of business, loss of goodwill, or loss of data, even if advised of the possibility of such damages.

You acknowledge that the Website is informational and that any decision — including, without limitation, any investment decision — is your own responsibility and must be made on the basis of independent professional advice.

11Indemnification

You agree to indemnify and hold harmless the Company, its directors, employees, and agents from and against reasonable claims, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your violation of applicable law; (c) your infringement of any third-party right; or (d) your submissions under Section 7.3 — except to the extent caused by the Company's own breach, negligence, or wilful misconduct. This clause does not apply to consumers to the extent that it would be contrary to mandatory consumer-protection law.

12Export controls and sanctions

You confirm that your use of the Website, and any materials you receive through it, complies with all applicable export-control and sanctions laws, including Regulation (EU) 2021/821 (dual-use), EU restrictive measures in force, and any applicable national law. You represent that you are not located in, or acting on behalf of a person in, a jurisdiction subject to comprehensive EU or UN sanctions, and that you are not a sanctioned person or entity.

13Suspension and termination

The Company may suspend or terminate your access to the Website, or any part of it, at any time and without prior notice where: (a) you breach these Terms; (b) your activity creates a security, legal, or operational risk; or (c) the Company ceases to operate the relevant part of the Website.

You may stop using the Website at any time. Sections 01, 07, 09, 10, 11, 14, 15, 16, and 17 survive termination.

14Changes to these Terms

The Company may update these Terms from time to time, for example to reflect changes in law, technology, or business practice. When a change is significant, the Company will provide at least 30 days' notice by posting a visible banner on the Website and updating the "Effective" date above, in accordance with Article 14(2) of Regulation (EU) 2022/2065. Minor editorial changes take effect upon publication. The current version is always available at this URL.

15Governing law and dispute resolution

These Terms are governed by the laws of Romania, without reference to its conflict-of-laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

Where you act as a consumer within the meaning of Regulation (EU) 1215/2012 (Brussels I Recast) and Regulation (EU) 593/2008 (Rome I), you retain the benefit of the mandatory protections of the law of your habitual residence, and you may bring proceedings in the courts of your domicile.

For all other Users (including Qualified Investors, business partners, and other non-consumer Users), the competent courts of Bucharest, Romania, have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

Before commencing court proceedings, the parties will attempt in good faith to resolve any dispute through direct negotiation and, if unsuccessful, through mediation administered by a recognised mediation body in Romania or the European Union. Consumers resident in the EU may also contact a national alternative dispute resolution (ADR) body within the meaning of Directive 2013/11/EU; the competent national ADR bodies can be identified through the relevant national consumer protection authorities.

16General provisions

16.1 Entire agreement

These Terms, together with the documents referenced in them (Privacy Policy, Cookie Policy, Acceptable Use Policy, and where applicable the NDA and Data Processing Agreement), constitute the entire agreement between you and the Company in relation to the Website, and supersede all prior representations — except for mandatory disclosures required by law.

16.2 Severability with economic preservation

If any provision of these Terms is held invalid or unenforceable by a competent court, that provision will be replaced by an enforceable provision that reflects as closely as possible the original economic and legal intent of the parties; the remaining provisions remain in full force.

16.3 No waiver

A failure or delay by the Company in exercising any right under these Terms is not a waiver of that right.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without the Company's prior written consent. The Company may assign its rights and obligations to a successor entity, an affiliate, or in the context of a corporate transaction.

16.5 Force majeure

Neither party is liable for any failure or delay caused by circumstances beyond its reasonable control, including natural disasters, war or armed conflict, acts of terrorism, epidemics or pandemics, cyber incidents, large-scale supply-chain disruptions, sanctions or export controls, failures of public infrastructure, strikes, or government actions. The affected party will notify the other within a reasonable period and take reasonable steps to mitigate the impact.

16.6 Language

These Terms are published in English, Romanian, German, and Chinese (Simplified). Each language version is authoritative for Users accessing the Website in that language. In the event of a material inconsistency between versions, the English version prevails for non-EU Users; for Users in Romania, Germany, or other EU Member States, the local-language version prevails to the extent required by applicable mandatory consumer-protection law.

16.7 No partnership

Nothing in these Terms creates any partnership, joint venture, agency, employment, or fiduciary relationship between you and the Company.

16.8 Third parties

These Terms do not confer any rights on any person other than the parties.

16.9 Headings

Section headings are for convenience only and do not affect interpretation.

17Contact

For questions about these Terms, to send a notice under Section 7.4, or to contact the Company on legal matters:

• General inquiries: info@vendor.energy
• Legal & data protection: Vitaly Peretyachenko — vp@vendor.energy
• Postal address: Splaiul Unirii nr. 16, office 705, Bucharest, Sector 4, Romania

Data-subject requests under GDPR are processed within the statutory one-month period regardless of business hours.