1. Introduction
By subscribing to Viqal's Virtual Concierge services, you ("Customer") agree to be legally bound by these Terms and Conditions ("Terms"). If you use Viqal's services on behalf of a company or other entity, "Customer" refers to that entity, and you confirm that you are authorized to bind the entity to these Terms. Together with the Data Processing Agreement and any applicable quotation, these Terms form the full agreement between Viqal and the Customer (collectively, the "Agreement").
2. Definitions
- Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with the party specified.
- Customer Content: Any data, content, or materials that the Customer submits to or generates using the Services.
- End User: An individual authorized by the Customer to access and use the Viqal Services.
- Guest: An individual whom the Customer (or its End User) communicates with via the Services.
- Quotation: A (digital) document outlining the pricing and services offered by Viqal, subject to customer acceptance.
- Services: The Viqal products and services provided under an Order, including any updates or modifications.
- Subscription Term: The period of the Customer's subscription as stated in an Order.
- Third-Party Services: Any external product, add-on, or platform not provided by Viqal that the Customer uses with the Services.
3. Subscription Term
The Subscription Term is 12 months, commencing from the date of activation. Subscriptions will automatically renew for successive terms unless canceled by the Customer through their account dashboard or via the link provided in their subscription-related emails before the end of the current term.
4. Prices, Credit Allocation, and Usage
- Credit Allocation: Each subscription plan includes a set number of monthly credits decided upfront, see Plans & Pricing.
- Credit Usage: One (1) credit is used when a new guest conversation is initiated for a reservation with a valid WhatsApp number. An additional quarter (0.25) credit is consumed for sending each proactive scheduled message. Within a guest conversation, guests can send and receive unlimited messages without extra credits being consumed.
- Unused Credits: Unused credits automatically roll over to the following months to balance high and low seasons but will expire if not used within the subscription term.
- Additional Credits: Extra credits beyond the subscription’s included amount are charged at the standard monthly rate, without any discounts applied.
5. Access and Use of Services
- Account Management: The Customer is responsible for maintaining the confidentiality of account credentials and must notify Viqal immediately if they suspect any unauthorized use of their account.
- Affiliate Use: Affiliates may use the Services under the Customer's account, but the Customer is responsible for all activities and compliance.
- Guest Data: The Customer must ensure that all Guest data shared with Viqal is accurate and complete.
6. Service Availability and Maintenance
Viqal strives to provide uninterrupted access to the Services but may perform scheduled or unscheduled maintenance. While Viqal will attempt to notify the Customer in advance, it cannot guarantee prior notice in all cases.
7. Support Services
Viqal provides ongoing support as part of the subscription. Additional support may be available for an additional fee, as mutually agreed upon by the parties.
8. Intellectual Property
- Ownership: Viqal retains all rights, title, and interest in the Services and any data generated from the use of the Services, excluding Customer Content.
- Customer Content: The Customer retains ownership of their content and grants Viqal a non-exclusive, sublicensable license to process this content solely for the purpose of providing the Services.
- Feedback: Any feedback provided by the Customer may be used by Viqal without restriction or compensation.
9. Data Protection
By using Viqal's Virtual Concierge services, the Customer agrees to comply with the terms outlined in the Data Processing Agreement (DPA), which is incorporated by reference into these Terms.
10. Confidentiality
Both parties agree to keep all Confidential Information received from the other party confidential and to use it solely for the purpose of fulfilling their obligations under this Agreement. Confidential Information excludes information that is publicly known, independently developed, or lawfully obtained from a third party.
11. Fees and Payment Terms
- All subscription fees are payable upfront for the subscription period prior to the activation of services.
- A monthly payment option for multi-month plans is available solely under the condition that the customer enables automatic credit card payments. Failure to maintain active automatic payments may result in the suspension of services until payment is received in full.
- Taxes: Fees exclude any applicable taxes, which the Customer agrees to pay. VAT will be charged according to the Customer's location, as specified in Section 12.
12. VAT and Taxation
The prices quoted are exclusive of any applicable taxes, duties, or other governmental charges. Taxation is handled as follows based on geographical region:
- Netherlands: VAT at the applicable Dutch rate will be added to the invoice for all clients based in The Netherlands.
- EU (Outside the Netherlands): VAT for EU-based clients is managed under the reverse charge mechanism as per Article 196 of the EU VAT Directive.
- United Kingdom: No VAT will be charged on invoices to UK customers. The Customer is responsible for handling any VAT obligations in accordance with UK tax laws.
- Outside the European Union: Customers are responsible for paying any applicable taxes, duties, or fees in their respective countries.
13. Indemnification
- By Viqal: Viqal will defend the Customer against any third-party claims that the Services infringe on intellectual property rights and indemnify the Customer for any damages awarded.
- By Customer: The Customer will indemnify Viqal against any third-party claims resulting from Customer Content or breach of these Terms.
14. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, or consequential damages, including lost profits. Viqal’s liability is limited to the amount paid by the Customer in the 12 months preceding the incident giving rise to the liability.
15. Termination and Effect of Termination
- Termination for Breach: Either party may terminate the Agreement if the other party commits a material breach and fails to remedy it within 30 days of notice.
- Effect of Termination: Upon termination, the Customer's access to the Services will cease, and any unused credits will be forfeited. Viqal will delete Customer Content within a reasonable time after termination.
- Refunds: No refunds will be provided unless the Agreement is terminated by the Customer due to Viqal’s material breach.
16. Governing Law and Jurisdiction
These Terms are governed by Dutch law, with disputes exclusively settled by the courts of The Netherlands.
17. Modifications to Terms
Viqal reserves the right to modify these Terms with prior notice. If the Customer does not accept the changes, they may terminate the Agreement by providing notice within 14 days of the changes. Continued use of the Services constitutes acceptance of the new Terms.
18. Force Majeure
Viqal will not be liable for any failure to perform its obligations under this Agreement due to events beyond its reasonable control, including natural disasters, war, or government regulations. If such an event continues for more than 30 days, either party may terminate the Agreement.
19. Marketing Approval
Viqal is permitted to use the Customer’s name and logo for marketing purposes, including listing the Customer as a client on Viqal's website, Viqal’s social media accounts, and in Viqal’s newsletter to business relations, unless otherwise agreed.
20. Zero integration risk
The Agreement is contingent upon the successful setup of a basic integration between Viqal’s Virtual Concierge services and the Customer’s systems. This includes the ability to automate the initiation of WhatsApp chats by retrieving guest details (such as name, phone number, and booking dates) from the Customer’s Property Management System (PMS), booking engine, or another agreed-upon system capable of facilitating automated WhatsApp messages for new reservations.
Viqal will work closely with the Customer and their PMS provider (or relevant system vendor) to ensure the integration is successfully completed. If Viqal is unable to establish this basic integration within 120 days of the agreed start date, the Agreement will not activate, and the Customer will not incur any costs. Viqal will notify the Customer promptly in the event of any issues preventing integration and will make all reasonable efforts to identify and resolve any challenges.
21. Entire Agreement
These Terms, along with the Data Processing Agreement and quotation, represent the entire agreement between the parties and supersede any prior agreements.
