Provider Terms

1. Definitions

“Client” means a business for which a Provider operates a Client Workspace. “Client Workspace” means the dedicated workspace a Provider creates on the Velanir Platform for one Client, holding that Client’s Agents, integrations, documents, knowledge and related work. “Demo Workspace” means the workspace included with each Provider plan for prototypes, tests and demonstrations to prospective Clients.

“Client Payment” means any payment a Client makes for (a) a Client Workspace subscription, including its first payment and renewals, (b) a Client usage pack, or (c) a Client automatic top-up. “Client Price” means the monthly price of a Client Workspace before tax.

“Earnings” means the amount Velanir owes a Provider for a Client Workspace payment under Section 5. “Payout Account” means the Stripe Express connected account the Provider sets up through the Velanir Platform to receive Earnings. “Settlement” means Velanir’s monthly calculation and payment of Earnings.

2. Provider Plans

Plans. A Provider chooses the Free plan or the Business plan. Free costs $0 per month, has no trial and requires no payment method. Business costs $300 per month per Provider Organization, plus applicable tax, and is not priced per member.

Business free trial. An Organization that has never had a Business period receives one 14-day free trial, whether at signup or on its first upgrade from Free. A payment card is required at the start of the trial and $0 is charged then. On day 15, $300 plus applicable tax is charged to that card unless you cancelled before then. If you cancel during the trial, Business continues to the trial’s end, then moves to Free with nothing charged. The trial is available once per Organization, including to a person who starts a new Provider after leaving, removal or closure.

Renewal. Business renews automatically every month on its renewal anniversary and is charged to your payment method on file until you cancel or downgrade. An upgrade from Free after a trial has been used charges the full $300 on the upgrade day, with no proration, and that day becomes the renewal anniversary.

Cancellation and downgrade. You may cancel Business or downgrade to Free at any time in the Provider Portal. It takes effect at the end of the paid month; until then Business continues. You may cancel a scheduled downgrade or cancellation before it takes effect.

Failed renewal. If a Business renewal payment fails, we retry it for 7 days and alert you. No new monthly allowance is granted until it is paid; purchased balances keep working. If it is still unpaid after 7 days, the unpaid invoice is voided, you owe nothing for it, and the Organization moves to Free.

No refunds for memberships. Business memberships are not refunded or prorated, including on downgrade, cancellation or Organization closure.

Included usage. Each plan includes one Demo Workspace and a monthly allowance shared by the Provider Workspace and the Demo Workspace: 1,000 workflow runs and 5,000 AI credits on Free, and 10,000 workflow runs and 30,000 AI credits on Business. Business also includes four Client Workspaces as described in Section 4.

Provider packs and top-ups. Velanir sells you usage packs for the Provider and Demo Workspaces: 10,000 AI credits for $20 and 1,000 workflow runs for $10, plus applicable tax. A Provider pack is refundable within 14 days of purchase only if it is completely unused. If you consent to automatic top-ups for a meter, we buy one pack for that meter when its remaining balance falls below 10% of its monthly allowance, up to the monthly cap you set (5 packs per meter by default). You may turn automatic top-ups off at any time; a purchase already in progress completes.

3. Velanir Is the Seller of Client Payments

Velanir sells to your Clients. Velanir is the seller and merchant of record of every Client Payment. Each Client buys its Client Workspace subscription, Client usage packs and Client automatic top-ups from Velanir under the Velanir Client Terms. Velanir charges the Client, issues its receipts, collects and remits sales tax on the payment, and handles its payment support at support@velanir.ai.

Your role. You are not the seller or merchant of record of any Client Payment, and you do not collect or hold Client Payments. You set the Client Price within the rules in Section 4, invite the Client, manage its Client Workspace and build and operate its Agents. Velanir pays you Earnings under Section 5 as its own payment obligation to you, calculated from Velanir’s sale to the Client.

How you present the purchase. On any page, email, proposal or other material you control that asks a Client to pay through the Velanir Platform, including Provider-branded or white-labeled pages, you must make clear that the Client buys from Velanir and that Velanir, not you, is responsible for the purchase. You must not describe yourself as the seller of a Client Payment, take payment for a Client Payment outside the Velanir Platform, or change the price, taxes or terms Velanir shows the Client.

Your own services. You may separately invoice your Clients for the services you provide, such as designing, building and maintaining automations, workflows and Agents. Those services, their prices and their terms are between you and your Client. Velanir is not a party to them, does not collect payment for them, and is not responsible for them, and no Velanir commission applies to them.

You never pay for a Client. No member of a Provider may pay a Client Payment, hold the Client billing admin role, or accept a Client Workspace invitation on a Client’s behalf. The Velanir Platform refuses these actions.

4. Client Workspace Pricing

Free plan. Each Client Workspace of a Free Provider is priced at exactly $200 per month. The Provider’s Earnings on it are $0.

Business plan. A Business Provider sets each Client Workspace’s Client Price. Business includes four Client Workspaces, assigned automatically in activation order. An included Client Workspace may be priced at $0, in which case no Client Payment is collected for it, or at $20 or more per month. Each additional Client Workspace is priced at $200 or more per month.

Included slots. An included slot is freed only when its Client Workspace is deleted, not by non-payment or the end of a paid period. A freed slot goes to the earliest-activated Client Workspace currently billed as additional, from that workspace’s next renewal.

Price changes. A change to an existing Client Workspace’s Client Price applies from that Client’s next renewal, with no proration, and Velanir emails notice of it to the Client’s payer.

Downgrade to Free. Before a downgrade from Business to Free takes effect, you choose which Client Workspaces to keep; the default is all. Workspaces you do not keep end at the end of their current paid period. A kept workspace priced at $200 or more keeps its price. A kept workspace priced below $200, including a $0 workspace, moves to $200 at its next renewal, with notice to the Client; the owner of a kept $0 workspace receives a $200 payment request. Section 5.4 sets out the Earnings and any shortfall on kept workspaces.

Activation. You create a Client Workspace by naming the Client’s first member. Velanir invites that person; once they accept, they pay the first payment (or, for a $0 included workspace, activate it). Until then, neither you nor the Client can create Agents or start work in that workspace.

5. Earnings

5.1 Calculation. For each Client Workspace payment, let P be the Client Price actually paid, before tax; B the workspace base; C Velanir’s commission; and S the actual Stripe processing fees for that payment as stated in Stripe’s records, with no estimate or later adjustment. Your Earnings are P − B − C − S, and never less than $0. Velanir shows you C + S as one transaction fee.

5.2 Bases and commission. (a) Free Client Workspace at $200: B is $200 and there is no commission; your Earnings are $0. (b) One of Business’s four included workspaces: B is $0 and C is 3% of P. (c) An additional Business workspace: B is $200 and C is 3% of (P − $200). At exactly $200, Velanir absorbs the Stripe fees and your Earnings are $0.

5.3 Fees on tax. Sales tax is not part of P. When a payment includes tax, S is only the part of that payment’s actual Stripe fee that belongs to the pre-tax amount (the fee multiplied by P and divided by the total charged). Velanir bears the fee on the tax and Stripe Tax’s own fees.

5.4 Kept workspaces after a downgrade. For each Client Workspace kept after a downgrade from Business to Free, Velanir’s commission is 3% of the full Client Price (F = 0.03 × P) and Velanir requires $200 per month for the workspace. Your Earnings are the greater of (0.97 × P − $200) and $0. If 0.97 × P is less than $200, you owe Velanir the shortfall ($200 − 0.97 × P), which Velanir charges to your payment card monthly. Stripe fees on these workspaces are Velanir’s cost. If a shortfall charge fails, the workspace ends at its next renewal.

5.5 Rounding. Fees are calculated in fractions of a cent. Your Earnings are rounded down to the cent once per payment, and the remainder belongs to Velanir.

5.6 Packs and top-ups. Client usage packs and Client automatic top-ups are Velanir’s sales at Velanir’s fixed prices. You earn no share of them, and you may not mark them up.

5.7 Monthly statement. Velanir provides a monthly earnings statement showing, for each Client Workspace, the gross Client payment, the workspace base, the transaction fee, refunds and disputes, and your net Earnings.

6. Payouts

6.1 Payout setup. To receive Earnings, you set up a Payout Account through the Velanir Platform, using Stripe-hosted onboarding. You do not need a Payout Account to create Client Workspaces, set Client Prices or have Clients pay; you need one only to be paid. Your Payout Account is a Stripe Express connected account, and by setting it up you agree to the Stripe Connected Account Agreement (https://stripe.com/legal/connect-account), which includes the Stripe Services Agreement (https://stripe.com/legal/ssa), as Stripe may modify them from time to time. Stripe, not Velanir, provides the Payout Account and your bank payouts from it. You authorize Velanir to share with Stripe, and to receive from Stripe, information about you and your Payout Account as needed for Settlement, verification and tax reporting.

6.2 Monthly payout. On the 5th of each month (UTC), Velanir pays the Earnings for Client Workspace payments settled by the end of the prior month, by Stripe transfer to your Payout Account, after the deductions in Section 6.4 and Section 7. A payment whose Stripe fee data is not yet available on the payout date moves to the next month’s payout. Payouts are in U.S. dollars. Velanir’s transfer to your Payout Account completes Velanir’s payment of those Earnings; Stripe then pays your Payout Account’s balance to your bank account on Stripe’s payout terms.

6.3 Earnings before payout setup. Earnings accrue from your first Client Workspace payment, whether or not you have set up a Payout Account. A month’s payout is held until your Payout Account is ready to receive transfers and pay out, and is paid on the first Settlement after it becomes ready, rather than waiting for the next 5th. Velanir pays no interest on held amounts.

6.4 Monthly account costs. Stripe’s monthly costs for your Payout Account, such as active-account and payout fees, are deducted once from that month’s payout, up to the payout amount. In a month with no payout, or for any amount above the payout, Velanir bears them.

6.5 First-payout review. During Velanir’s launch period, your first payout may be held until Velanir has reviewed your account, your Earnings, your Clients’ payments and any disputes. Later payouts are not held for this review.

6.6 Accuracy. You must keep your Payout Account and the information you give Stripe and Velanir accurate and complete. Velanir is not responsible for a payout delayed or misdirected because of inaccurate information you provided or because Stripe restricted your Payout Account.

7. Refunds, Disputes and Recovery

7.1 Which payments. In this Section 7, a “Free-plan payment” is a Client Workspace payment whose Earnings are calculated under Section 5.2(a), and a “Business-plan payment” is any other Client Workspace payment, including one under Section 5.2(b), Section 5.2(c) or Section 5.4.

7.2 Refunds. (a) You decide refunds of Business-plan payments: a Provider owner may ask Velanir, through the Provider Portal, to refund all or part of a Business-plan payment, and Velanir issues the refund to the Client as the seller. (b) Velanir decides refunds of Free-plan payments. You may ask Velanir to refund a Client, and Velanir decides whether to. (c) For any payment, Velanir may also issue a refund it is required by law or by the card networks to give, or one needed to correct Velanir’s own billing error, such as a double charge. (d) If a Client Workspace is deleted or ends in the middle of a paid period, including when you delete it, the Client receives no automatic prorated refund. You may give a refund at your discretion under (a), or ask for one under (b). (e) Client usage packs and automatic top-ups are not refundable.

7.3 Your refund liability. You fund every refund of a Business-plan payment, other than a refund Velanir issues to correct its own billing error: your liability for a refund is the pre-tax part of the refunded amount, even where it is more than your Earnings on that payment. Velanir keeps its commission and the workspace base. You are never charged for a refund of a Free-plan payment; Velanir bears it. When Velanir refunds a payment to correct its own billing error, such as a double charge, on any plan, you return only the Earnings you were credited from the refunded amount, before tax, and bear no fees or other cost; Velanir funds the rest. On a Free-plan payment those Earnings are $0, so you return nothing. The tax part of any refund is returned to the Client by Velanir.

7.4 Your dispute liability. If a Client disputes a Business-plan payment with its card issuer (a chargeback), you bear the pre-tax part of the disputed amount plus Stripe’s dispute fee. If Velanir wins the dispute, the amount Stripe returns is credited back to you. Velanir bears the tax part of a lost dispute, and covers your liability only to the extent Velanir cannot recover it under Section 7.5. You are never charged for a dispute of a Free-plan payment, or for its dispute fee; Velanir bears them.

7.5 Recovery. You authorize Velanir to recover any amount you owe under these Provider Terms, including refund and dispute liability, dispute fees and shortfalls, by (a) deducting it from your current or future Earnings, (b) reversing all or part of a transfer already made to your Payout Account, or (c) charging the payment card you keep on file with Velanir. Velanir may combine these methods. An amount you owe that remains unpaid 30 days after Velanir’s notice is a debt you must pay on demand.

7.6 Service continues. A refund or dispute does not stop the Client Workspace in the middle of its paid period. The workspace’s next renewal follows the ordinary rules. If you want service to stop, you delete the workspace.

8. Suspension and Payout Holds

Velanir may suspend your ability to request Client Payments, hold any payout, or both, with notice where the law and the circumstances allow, if Velanir reasonably believes it is needed because of: (a) suspected fraud, abuse or a violation of these Provider Terms or the General Terms; (b) elevated refund or dispute activity on your Clients’ payments; (c) the first-payout review in Section 6.5; (d) a request to close your Organization, from the request until the final settlement in Section 11; (e) a court order, legal process, sanctions screening or other legal requirement; (f) a request or restriction from Stripe or a card network; or (g) incomplete or unverifiable information about you or your Payout Account.

While you are suspended, Clients cannot start new Client Payments for your Client Workspaces, existing subscriptions may continue to renew, and refunds and recovery continue. When the reason ends, Velanir lifts the suspension, and held Earnings are paid on the next Settlement, less any amounts you owe.

9. Taxes and Tax Information

Sales tax. Velanir calculates, collects and remits sales and use tax on Client Payments, based on the Client’s billing address, and on Velanir’s own sales to you (Business, Provider packs and Provider top-ups), based on your billing address. Your Earnings are calculated on the pre-tax price, and you are not responsible for collecting or remitting sales tax on Client Payments.

Your taxes. You are responsible for all taxes on your income, including your Earnings, and for any taxes on the services you sell to your Clients yourself.

Tax information and reporting. Stripe collects your tax identification and related information when you set up your Payout Account. Velanir, or Stripe on Velanir’s behalf, may report your Earnings to tax authorities and issue you an information return, such as a Form 1099, as applicable law requires. Velanir may hold payouts until the tax information it is required to collect is complete.

10. Earnings Never Claimed

Reminders. If you have Earnings but no ready Payout Account, Velanir will remind your Organization’s owners by email when Earnings first accrue and at least every 30 days after that until payout setup is complete.

Deadline. You must complete payout setup within 24 months after the end of the month in which your Earnings first accrue. Velanir will send a final notice to your Organization’s owners at least 60 days before that deadline.

Unclaimed property. If payout setup is not complete by the deadline, Velanir will stop holding the Earnings for payout through the Velanir Platform and will handle them under the unclaimed property law of the applicable state, including by reporting and delivering them to that state when that law requires. After delivery, you must claim the Earnings from that state.

11. Organization Closure

A Provider owner may close the Organization in the Provider Portal. Closure is refused while any Client Workspace has active paid billing or a payment in progress, while your settlement balance with Velanir is negative, or while a dispute is open. A closing Organization, its Client Workspaces and its Agents are suspended at once, and closure can be cancelled during the closing window (30 days, or 14 days for an Organization with one active member). Velanir notifies your Clients’ owners, who keep 30 days of read-only access after their workspace ends.

Payouts are held from the closure request. After the period in which your Clients’ payments can still be disputed (for card payments, 120 days), Velanir pays any remaining Earnings, less amounts you owe, in a final settlement. Velanir keeps financial records, including your Earnings and payout records, for 7 years after closure.

12. Your Responsibilities to Clients

You are responsible for the services you provide to your Clients, for your agreements with them, and for the Agents, workflows and configurations you build and operate in their Client Workspaces. You must have each Client’s authority for the integrations, data and actions you configure for it, comply with applicable law, and not make any commitment on Velanir’s behalf. You must tell Velanir promptly at support@velanir.ai if you learn of fraud or an unauthorized payment involving a Client.

13. Relationship and Changes

Velanir and the Provider are independent contractors. The Provider is not Velanir’s agent, employee, partner or joint venturer, and has no authority to bind Velanir. Velanir may change these Provider Terms under the General Terms’ change provision; a change to how Earnings are calculated applies only to Client Workspace payments made after the change takes effect.