Definitions

			"Client" - The business user or legal entity, partnerships without legal personality, as well as its representative and authorised representative, who has concluded or wishes to conclude an agreement with Vibaly.

			"Agreement(s)"  - Means any and all agreements entered into by Vibaly in relation to the Client, to which these General Terms and Conditions shall apply.

			"Use"  - The use of Vibaly's services agreed with the Client.

Article 1: General terms and conditions

These general terms and conditions (the "General Terms and Conditions") apply to the www.vibaly.com platform, its associated domain names (e.g. www.vibaly.be, www.vibaly.nl, www.vibaly.fr, www.vibaly.co.uk, www.vibaly.de, www.vibaly.uk), software applications and services (collectively, "Vibaly").  The General Terms and Conditions do not cover third party websites, applications or software that integrate with Vibaly or other third party products and services.  The General Terms and Conditions shall be considered as accepted by the Customer in their entirety and without any reservation upon placing the order. The General Terms and Conditions and any specific Agreement constitute the entire and sole Agreement between the parties and supersede any previous verbal or written agreements, proposals, promises, understandings or communications relating to the subject of the specific Agreement. General terms and conditions of the Customer shall not apply. Vibaly's undertaking to deliver the service ordered by the Customer at the price set by Vibaly and paid by the Customer shall constitute the main obligation of the Agreement.

Article 2: Duration and termination

Unless otherwise agreed between the parties, the Agreement is entered into for a period of one year and is tacitly renewed for the same period each time. Each party can terminate the Agreement unilaterally and without justification by means of a written notification sent by sent by registered mail or, in the case of the Customer, electronically via [email protected] at the latest one month prior to the expiry of each one year, to be calculated from the starting date of the Agreement.

The unilateral termination shall not give rise to any restitution or compensation in any way for payments already made. If the Agreement is terminated, Vibaly's claims shall become immediately due and payable, and the amounts already invoiced for services rendered shall remain due without any obligation of undoing them. In the event of dissolution, the Client may only dissolve that part of the Agreement that has not yet been performed by Vibaly. If the dissolution is attributable to the Client, Vibaly shall be entitled to compensation for the damage suffered as a result.

Article 3: Prices

The prices communicated by Vibaly on its website and via other channels are always subject to obvious clerical errors. Individual offers are revocable and valid for 15 days, unless otherwise specified in the offer. All prices are in Euro and exclusive of VAT, unless otherwise indicated, and are payable as stated on the invoice. Unless otherwise agreed, the prices relating to the services are calculated for a period of one year. At the start of this period, the full price shall be paid in accordance with Article 5. The prices relating to the provision of services may be changed by Vibaly at any time during the term of the Agreement. You will be informed of this via the website and also individually via personalised communication. The changed prices will be payable by you after two months from the individual notification. Notice of termination must be given by registered mail or electronically via [email protected] within thirty calendar days following the individual notification of the changed prices.

Each promotion is valid per Customer and promotions cannot be combined. In the event of any abuse of promotions, for example but not limited to the deliberate creation of multiple accounts, Vibaly reserves all rights and may, for example but not limited to, refuse to apply promotions.

Article 4: Delivery, payment and protest terms

Delivery times quoted by Vibaly are indicative and non-binding, unless expressly agreed otherwise. Delivery times are always stated in working days. A reasonable delay in delivery shall not, under any circumstances, entitle the customer to cancel an order or claim compensation. Any complaint concerning the delivery, of whatever nature, must be notified to Vibaly in writing within 8 working days of the delivery of the services or the date on which the performance of the services commences. Any complaints about delivery or performance cannot be used as a pretext to suspend or delay payment of invoices. The absence of any written protest concerning an invoice within 8 working days of its dispatch shall constitute irrevocable acceptance of the invoice and the amounts and services it contains.

Invoices must be paid within one month from the invoice date. If the Customer fails to pay after 14 calendar days after the payment deadline, the Customer shall be in default after the first reminder stating the consequences of non-payment. If the Customer is in default, this shall have the following consequences: 

1. The statutory interest is owed on the outstanding amount, conventionally increased by 4% per year;
2. The Customer shall owe 15% of the principal sum in collection costs, or EUR 150 if the amount is less than 15% of the principal sum.
3. The service to the Customer may be suspended (and the use of the platform made inaccessible to the Customer) without further warning until the outstanding amounts, including interest, have been paid;
4. Vibaly shall have the right to dissolve or terminate the Agreement pursuant to Article 2 at its own discretion.

Article 5: Rules of Conduct and Notice/Takedown

The Customer shall at all times cooperate in good faith with Vibaly in order to facilitate the provision of the Services. The Customer shall at all times use the services in accordance with Vibaly's General Terms and Conditions of Use, as amended from time to time. The most recent version can be found here.

Article 6: Payment by credits

We do not charge a handling fee when you purchase Credits or when you pay with Credits. You must have a positive balance of Credits in your account to be able to pay with Credits. When you first sign up, you will not have a credit balance in your account. You may use a credit card to purchase Credits. The cost for one credit is always indicated on the platform. The minimum amount of Credits you can purchase is 10 Credits. You can always see the Credit balance in your account by logging into your account on the Platform. The Credits balance in your account represents the number of Credits you may choose to use to purchase our Services in the Platform. You may only do so when you have a positive balance with the number of Credits sufficient to purchase access to the specific Service.

Credits can only be used to pay for Services and cannot be converted into cash at any time. Credits expire if not used within 12 months from the date of purchase and will be forfeited on the 12th month following the anniversary of the purchase, unless otherwise stated.  If you purchase more Credits at any time during that 12 month period before your Credits expire, the total Credit balance (i.e. both the new deposit and the balance of unused older Credits) will become available for a further 12 months from the date of the new purchase. If you do not use your Credits within those 12 months, the Credits will expire on the 12-month anniversary of the new purchase. Generally, we try to tell you in advance when your Credits will expire, but this is not always possible and we cannot promise that we will be able to warn you every time. Unused Credits cannot be converted into cash, even if you decide to cancel your account with us or if we terminate your account pursuant to these Terms of Use.

Article 7: Right of withdrawal

Please note that all purchases on the platform are final. Only when paying by Credits can the Customer request a refund of the spent Credits. If you believe that your situation warrants a refund, please send us an email at [email protected]. To be eligible for a refund, you must provide us with a detailed written description of why you wish to be refunded your spent Credits. Once your refund request has been received and verified, we will send you an e-mail to let you know that we have received your request. If your request is approved, your refund will be processed and the Credits will be automatically replenished in your account. The expiry date of these Credits is 12 months from the date of the initial purchase.Cash refunds do not apply. 

Do not file a dispute with a payment agent (such as your credit card company). If you submit a dispute to a payment agent, we will temporarily suspend your account with us until the dispute that arose through the payment agent is resolved.

Article 8: Liability

Each user on the platform is responsible for the information they enter on the platform. Vibaly's liability to the Client shall furthermore be limited, for each profile purchased, to reimbursement of the credits used for the profile, except to the extent that the liability arises from deliberate misrepresentation.

The Client shall indemnify Vibaly against any claims relating to non-compliance with the rules of conduct laid down in these General Terms and Conditions of Use during the use of the services or goods by the Client or with the Client's authorisation.

Article 9: Processing of personal data

The Client has access to personal data and guarantees that it will not use Vibaly's services to process personal data or sell such data to third parties. Vibaly shall be held harmless against any damage or claims based on the assertion that any processing of personal data using the services is unlawful. This data is generated by the Vibaly platform and is necessary for the performance of our services. Our Privacy Policy describes the categories of personal data and other information we collect, how we use, process, disclose and retain it, and how you can access it and exercise your rights. Visit our privacy policy.

Article 10: Intellectual property rights

Content made available through the Vibaly platform may be protected by copyright, trademark and/or other laws. You acknowledge that all intellectual property rights for such Content are the exclusive property of Vibaly and agree that you shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary right. You may not use, copy, adapt, modify, prepare derivative works from, distribute, licence, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Vibaly platform, except to the extent that you are the legal owner of that Content or as expressly permitted in these Terms and Conditions. If Vibaly has secured these Services by means of technical protection, the Customer shall not be authorised to remove or circumvent this protection, except if and to the extent that the law imperatively provides otherwise.

Article 11: Miscellaneous

The rights and obligations of the Client arising from this Agreement concluded with Vibaly may not be transferred, either in whole or in part, to any third party, without the prior written consent of Vibaly. If any provision of an Agreement entered into with Vibaly or its application should become void or unenforceable for any party or circumstance, the remainder of the Agreement shall not be affected.

Article 12: Force majeure

Force majeure events shall release Vibaly from its obligations under these General Terms and Conditions for the duration of the force majeure event, provided that Vibaly notifies the Client in writing and describes the force majeure event, and resumes the execution of the relevant obligations immediately when and insofar as the force majeure event has disappeared. the Client shall not be entitled to claim any compensation for the failure of Vibaly to comply with any of its contractual obligations due to a force majeure event.

Article 13: Applicable law and exclusive competence

This Agreement concluded with Vibaly shall be governed by Belgian law. Unless otherwise stipulated by the rules of mandatory law, all disputes arising from the Agreement shall be submitted to the competent Belgian court for the district of West Flanders, section Kortrijk.