VWALA TERMS OF USE - CONSUMERS

These terms of use (the Terms of Use) govern the User’s use of the Platform (as defined below), made available to the User by VWALA BV, under the laws of Belgium, with office at Bakkereel 26, 9600 Ronse, Belgium (VWALA).

By making an account and using the Platform, the User accepts and agrees to these Terms of Use and VWALA’s privacy statement, which sets out the terms on which VWALA processes any personal data collected about the User.

In these Terms of Use, the terms beginning with a capital letter and not defined elsewhere in these Terms of Use, have the meaning as set out in Article 1 (unless the context clearly requires otherwise). The singular includes the plural and vice versa.

1) Definitions

1.1. Account means the personal user profile created by the User within the Platform, which provides access to the Services and allows the User to manage personal settings and information.

1.2. Agreement means the legally binding contract between the User and VWALA formed upon the User’s acceptance of these Terms of Use. It includes these Terms of Use, VWALA’s privacy statement (as amended from time to time), and any documents incorporated by reference.

1.3. Applicable Law means any law, statute, regulation, rule, code, ordinance, decree, order, judgment, treaty, international convention, or other legal requirement of any competent governmental, regulatory, judicial, or administrative authority that is binding on a Party, the performance of that Party’s obligations under the Agreement, or the subject matter of the Agreement, in each case as amended, re-enacted, consolidated, or replaced and in force from time to time.

1.4. Article means any numbered article set out in these Terms of Use.

1.5. Party means VWALA or the User.

1.6. Platform means any digital interface, website, application, or other User-facing platform made available by VWALA through which the Services can be accessed.

1.7. Services means all products, services, content, features, technologies, and functions offered by VWALA in connection with the Platform.

1.8. Terms of Use means these terms of use, including any documents incorporated by reference, as accepted by the User.

1.9. User means any natural person who creates an Account and uses the Platform for personal, non-commercial purposes.

1.10. User Data means all data, information, documents, and other content that the User inputs, uploads, or otherwise provides through the Platform, including but not limited to invoices, as well as any data retrieved from the User’s bank account through the API connection.

2) Service description

2.1. The Platform enables the User among others (i) to provide information on recurrent costs; (ii) to connect its Platform account to certain bank accounts via an API; and (iii) to upload invoices and other documentation. Based on this data, VWALA provides an overview of the User’s recurring expenses and generates insights and recommendations for potential cost savings. These recommendations are drawn from available information from the User and third parties, and available offers and deals that VWALA identifies as potentially relevant to the User. The User may review such recommendations and, at its own discretion, decide whether to engage with third-party providers.

3) Platform & Service Availability

3.1. From time to time, the Platform or Services may be temporarily unavailable due to maintenance, technical issues, or circumstances beyond VWALA’s control. In such cases, the User may be unable to make use of the Services or access its Account. The User agrees that VWALA shall not be liable for any interruption, delay, or unavailability of the Platform or Services. The User should contact VWALA promptly via the Platform or email if it experiences any service issues.

4) Account

4.1. To access the Platform, the User must create an Account through the Platform authentication process, which may be a authentication via Itsme. The Account is personal to the User and may only be used for lawful purposes. The User may not sell, assign, or otherwise transfer the Account to any other person. The User must keep all Account credentials secure and confidential, and must not share them with any other person. Sharing the Account or allowing another individual to use it is strictly prohibited. The User remains responsible for all activities carried out through the Account, whether or not performed personally by the User.

4.2. By creating an Account and using the Platform, the User represents and warrants that they are at least eighteen (18) years old, legally capable of entering into binding agreements, and will use the Platform solely for personal, non-commercial purposes in accordance with these Terms of Use.

4.3. VWALA may block or suspend the Account if it suspects unauthorized use, a breach of the Agreement, or any activity that may contravene Applicable Law without prior notice. Where legally permitted and practicable, VWALA will inform the User of the reason for such suspension. Further, VWALA may restrict or disable Account functionality in jurisdictions subject to international sanctions or other legal restrictions, as required under Applicable Law.

5) User responsibilities

5.1. The User must use the Platform and the Services in compliance with the Agreement and Applicable Law. The User shall not use the Platform for unlawful, fraudulent, or abusive purposes, including but not limited to attempts to gain unauthorized access, introduce malware, or disrupt the operation of the Platform. The User shall not copy, modify, reverse engineer, decompile, or otherwise attempt to derive the source code of the Platform, nor use the Platform in a manner that infringes the rights of VWALA or any third party.

5.2. The User is responsible for ensuring that all User Data is accurate, complete, and up to date. The User must promptly notify VWALA if it becomes aware of any unauthorized use of the Account or any inaccuracy or error in the User Data. The quality and accuracy of the Services may depend on the completeness of the User Data. If the User chooses not to provide certain information (such as invoices), this may affect the relevance or accuracy of the recommendations generated by the Platform.

5.3. VWALA reserves the right to monitor the User’s use of the Platform and the Services to the extent necessary to ensure security, prevent fraud or misuse, and comply with Applicable Law. Such monitoring will be carried out in accordance with applicable data protection legislation.

5.4. The User is solely responsible for ensuring that access to the Platform is carried out through compatible devices and secure internet connections.

6) User rights

6.1. The User has the right to withdraw from the Agreement within fourteen (14) calendar days from the date of conclusion of the Agreement, without giving any reason and without incurring any costs other than those provided by law. To exercise the right of withdrawal, the User must notify VWALA of its decision to withdraw within the withdrawal period. This can be done by means of the model withdrawal form made available by the FOD Economie – SPF Economie, or by any other clear statement. If the User exercises the right of withdrawal, VWALA will reimburse any payments received within fourteen (14) days from the day VWALA is informed of the decision to withdraw. Reimbursement will be made using the same means of payment used by the User for the original transaction, unless the User expressly agrees otherwise.

6.2. The User benefits from statutory rights under Applicable Law concerning the conformity of digital services. VWALA shall ensure that the Platform and the Services conform with the Agreement. Nothing in these Terms of Use affects these mandatory consumer rights.

7) Third-Party Services & Offers

7.1. The Platform may present the User with information and offers or services from third-party providers that VWALA identifies as potentially relevant. Any agreement the User enters into with a third-party provider is solely between the User and that provider. VWALA is not a party to such agreements and accepts no responsibility for the performance or outcome of third-party offers or services. The availability, terms, and conditions of third-party offers are determined exclusively by the relevant provider. VWALA does not guarantee that such offers will remain available, accurate, or suitable for the User’s individual circumstances.

7.2. VWALA may have commercial agreements with certain third-party providers. Such agreements do not affect the objectivity of the recommendations presented to the User. VWALA will not change its ranking on the basis of commercial agreements with such third-parties unless explicitly mentioned.

7.3. VWALA may engage subcontractors, service providers, or other third parties (including providers of hosting, authentication, or API services) to perform part of the Services or to support the operation of the Platform. VWALA remains responsible for the proper provision of the Services but is not liable for failures or interruptions attributable to such third parties that are beyond VWALA’s reasonable control.

8) Data use & privacy

8.1. VWALA may access the User’s bank account on a read-only basis through an API connection. User Data remains the property of the User. By providing User Data through the Platform, the User grants VWALA a non-exclusive, worldwide, royalty-free right to use such User Data to the extent necessary for the provision of the Services and the operation of the Platform. VWALA may use aggregated or anonymized data derived from User Data for analytical, statistical, reporting, or communication purposes, including in testimonials, statistics, or case studies, provided that such data cannot be linked to an individual User or otherwise disclose personal data or identifying details without the User’s explicit consent. Further details on how VWALA processes User Data are set out in its privacy statement.

9) Intellectual Property Rights

9.1. All (intellectual property) rights, titles, and interests in and to the Platform and the Services, including all software and any copyright thereon, databases, content, features, designs, trademarks, logos, and other materials provided by VWALA, are and remain the exclusive property of VWALA or its licensors. The User is granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform and the Services in accordance with the Agreement. No rights are granted to the User other than those expressly set out in these Terms of Use.

9.2. The User shall not copy, distribute, publish, or otherwise exploit any part of the Platform or the Services, nor use any automated means (including but not limited to web crawlers, spiders, or bots) to access, extract, or collect information from the Platform without VWALA’s explicit prior written consent.

9.3. If the User provides VWALA with any feedback, suggestions, or ideas regarding the Platform or the Services, VWALA may use such feedback freely and without restriction. The User acknowledges that VWALA will not owe the User any compensation for such use.

10) Fees & charges

10.1. The basic use of the Platform is currently free of charge. VWALA reserves the right to introduce fees for certain or all Services in the future, in accordance with this Article 10. Applicable fees will be communicated to the User through the Platform. The User is responsible for reviewing the applicable fees before using the relevant Service. Where a new fee or a change to an existing fee is proposed, the User will be notified at least one (1) month in advance, and continued use of the Account after that date will be deemed acceptance of the revised fees, unless the User notifies VWALA that it does not accept the change and chooses to terminate the Agreement.

11) Termination & cancellation

11.1. The Agreement is concluded for an indefinite duration. The User may terminate its use of the Platform and the Services at any time by providing notice via the Platform or through any other communication channel designated by VWALA. Termination of the Agreement will result in the closure of the User’s Account, subject to any rights or obligations that arose prior to termination. Termination is free of charge.

11.2. VWALA may terminate the Agreement by providing at least one (1) month’s prior notice, except where earlier termination is justified by legal or regulatory grounds, fraud, misuse, breach of the Agreement, or any other legitimate reason. In such cases, VWALA may suspend or terminate the Account immediately and without prior notice, but will inform the User as soon as legally permitted.

11.3. Termination of the Agreement, whether by the User or by VWALA, will not affect any obligation that has already been initiated or accrued. This Article 11 is without prejudice to the User’s statutory right of withdrawal as described in Article 6.1.

11.4. Following termination of the Agreement, User Data will be deleted in accordance with VWALA’s privacy statement and other information provided via the Platform. The User acknowledges that terminating the Agreement will lead to loss of Customer Data and that it is the User’s responsibility to copy and download any information from the Platform that it wishes to retain prior to termination of the Agreement.

12) Warranties & disclaimers

12.1. To the maximum extent permitted by Applicable Law: (a) VWALA provides the Platform and the Services on an “as is” and “as available” basis; (b) VWALA does not warrant that the Platform or the Services are fit for any particular purpose, merchantable, of satisfactory quality, or non-infringing; (c) VWALA does not guarantee that the Services or recommendations will be complete, accurate, up to date, or suitable for the User’s particular situation, nor that the use of the Services will result in any actual cost savings; (d) the recommendations made available through the Platform are based on available offers and deals but do not constitute financial, legal, or other professional advice; the User remains solely responsible for decisions taken on the basis of such recommendations; and (e) VWALA does not warrant that the Platform will be free from interruptions, errors, or security vulnerabilities, or that any defects will be corrected.

12.2. Even though VWALA will use all reasonable efforts to ensure that information, such as pricing information, on its Platform is accurate and up-to-date, VWALA does not warrant that this will be the case. The User acknowledges that VWALA is not responsible or liable for any errors in information or information being out of date or not complete.

13) Liability

13.1. VWALA shall be liable for direct losses the User suffers as a foreseeable result of VWALA failing to reasonably meet its commitments under the Agreement or failing to use reasonable care and skill, unless such failure is due to: (a) the User’s breach of the Agreement; (b) circumstances described in Article 14.1; or (c) obligations imposed by Applicable Law. VWALA is not responsible for any loss or damage that is not foreseeable.

13.2. VWALA shall not be liable for indirect or consequential damages, including loss of profits, business, goodwill, or anticipated savings, unless and to the extent required by Applicable Law. VWALA is not liable for any acts or omissions of third-party providers or for the performance of third-party offers, as described in Article 7, and is not liable if a User did not save costs or made additional costs from actions taken on the basis of information provided via the Platform. To the maximum extent permitted by Applicable Law, VWALA’s total aggregate liability arising out of or in connection with the Agreement shall not exceed: (a) the total amount of fees and charges paid by the User to VWALA in the twelve (12) months preceding the event giving rise to the claim; or (b) if no fees have been paid, EUR 1.000 as a fixed maximum amount.

13.3. Nothing in these Terms of Use excludes or limits VWALA’s liability for fraud, willful misconduct, gross negligence, for death or personal injury caused by its negligence, or in cases where liability cannot be excluded or limited under Applicable Law.

13.4. The User is liable for all obligations arising from the use of the Services and the Account in accordance with the Agreement, unless explicitly provided otherwise. If the User becomes aware of an error or failure in the Services, the User must inform VWALA without undue delay. Failure to do so may limit the User’s rights to redress.

14) Force majeure

14.1. Neither Party shall be liable for any failure or delay in the performance of its obligations under the Agreement if and to the extent such failure or delay is caused by events beyond such Party’s reasonable control, including but not limited to natural disasters, war, terrorism, strikes or labor disputes, governmental actions, pandemics, internet or telecommunications outages, cyberattacks, or failures of third-party service providers. The impacted Party may suspend its obligations for the duration of such event. In such events, the impacted Party will use reasonable efforts to mitigate the effects.

15) Indemnification

15.1. To the maximum extent permitted under Applicable Law and subject to the User’s statutory rights, the User agrees to indemnify and hold VWALA, its affiliates, and service providers harmless from and against any and all claims, losses, liabilities, damages, expenses, and costs (including reasonable legal fees) arising out of or in connection with: (a) any breach by the User of the Agreement; (b) any fraudulent, negligent, or unlawful act or omission by the User; (c) the User’s use or misuse of the Services; or (d) any claim that User Data infringes the rights of a third party. This indemnification obligation does not apply to the extent that claims arise due to VWALA’s own breach, gross negligence, or willful misconduct.

16) Communication

16.1. Communications between the User and VWALA in connection with the Platform and the Services will take place through the Platform (such as via in-app messages), email or any other communication channel designated by VWALA. To receive and retain such communications, the User must have internet access and compatible software that allows the User to view standard electronic documents, such as PDFs. The Terms of Use and any related information or notices will be provided in Dutch and English. The User may request a copy of these Terms of Use at any time during the term of the Agreement. Notices delivered electronically through the Platform or by email will be considered valid, unless Applicable Law requires another form of communication.

17) Amendments to these Terms of Use

17.1. VWALA may amend these Terms of Use, including applicable fees and the Services provided under them, by notifying the User via the Platform or by email at least one (1) month prior to the proposed effective date. The User will be deemed to have accepted the proposed changes unless the User notifies VWALA before the proposed effective date that the User does not accept them. If the User does not accept the changes, the User may terminate the Agreement and close its Account free of charge and with immediate effect at any time before the proposed changes take effect.

17.2. Notwithstanding Article 17.1, amendments that: (a) are required to comply with law or a regulatory obligation; (b) address a security, fraud, or abuse risk; or (c) are purely editorial or clarifying and do not reduce the User’s rights; may take effect immediately or on the date specified in the notice.

18) Boilerplates

18.1. The Agreement constitutes the entire agreement between the User and VWALA concerning the Account and the Services and supersedes any prior agreements, representations or understandings, whether written or oral, relating to the subject matter hereof. This is without prejudice to any rights or obligations that may arise under Applicable Law.

18.2. To the extent permitted by Applicable Law, if any term or provision of the Agreement (or part thereof) is held to be invalid, illegal or unenforceable, such term or provision shall be deemed severed only to the extent necessary and shall not affect the validity or enforceability of the remaining provisions. The competent court shall have the authority to replace the invalid or unenforceable provision (or part thereof) with a valid and enforceable one that most closely reflects the original intention and commercial purpose of the affected provision.

18.3. The User may not assign or transfer any of its rights or obligations under the Agreement without VWALA’s prior written consent. VWALA may assign or transfer its rights or obligations under the Agreement without the User’s consent, provided this does not reduce the User’s rights under Applicable Law.

18.4. Except as explicitly provided, no person other than the User and VWALA shall have any rights under the Agreement.

18.5. The Agreement is governed by and construed in accordance with the laws of Belgium, unless statutory rights allow the User to make a claim or enforce rights under another statutory legislation, and without giving effect to any conflict of law principles. Any disputes arising out of or in connection with the Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Antwerp, unless otherwise required under Applicable Law. Users also have the possibility of recourse to alternative dispute resolution through the Belgian Consumer Ombudsman Service (contact@consumentenombudsdienst.be, www.consumentenombudsdienst.be). If the User is resident in a European country other than Belgium, they may also use the European Commission’s online dispute resolution platform available at: https://ec.europa.eu/odr.