Seller Terms

1Who you contract with

These terms are between you and Tom Nsengiyumva, sole trader, trading as vvault, Minderbroedersstraat 10, 8000 Brugge, Belgium, enterprise no. 1022.549.155, VAT BE1022549155, contact@vvault.app. You accept them by ticking the box before you connect your payout account. If you sell through a company, you accept them for it.

2Your status and your details

When you start selling you declare whether you sell as a professional (in the course of a trade, business, craft or profession) or as a private individual, and you keep that declaration accurate. Stripe verifies your identity and bank details for anti-money-laundering purposes. You must give accurate information and update it. We may suspend sales while information is missing or inaccurate.

3How a sale works: sales mandate and licence

You appoint vvault to sell your items in vvault's own name and for your account (commission sale). For each sale, you supply the item to vvault and vvault supplies it to the buyer: vvault is the buyer's contracting party, sets the checkout, takes the payment, issues the invoice to the buyer and accounts for the VAT on the sale, as the deemed supplier under Article 9a of Implementing Regulation (EU) No 282/2011. You remain the sole holder of the rights in your works and you grant the licence directly to the buyer, on the licence terms you set; you authorise vvault to issue the licence document in your name and to collect the buyer's acceptance and signature on your behalf.

4Self-billing

From the date vvault starts self-billing, notified to you by e-mail at least 15 days in advance, you agree that vvault issues, in your name and for your account, the invoices for what you supply to vvault (self-billing), once a month, from the sales recorded in your Sales page. Each self-billed invoice is made available to you in your account; you have 30 days to contest it, after which it is deemed accepted. If you are subject to VAT you must give us your VAT number and tell us of any change; you remain responsible for declaring the VAT due on your supplies to vvault. If you are not subject to VAT (for example under a small-business scheme), the invoice states it. You undertake not to issue your own invoices for the same supplies.

5Prices and VAT

You set your prices. As long as VAT collection is not enabled on the marketplace, no VAT is added to the price the buyer pays and your share is not reduced for VAT: it is the price paid less the fees in section 6. vvault tells you by e-mail at least 15 days before VAT collection is enabled.

Once VAT collection is enabled on the marketplace, vvault charges the VAT on sales to buyers in the EU and pays it to the tax authorities. The VAT mode you choose in Settings decides who bears it. For a price P that you set and the VAT rate r used for the price shown:

"Added to the price" (the default): the buyer pays your price plus the VAT, P × (1 + r), and you keep P. "Split 50/50": the buyer pays your price plus half the VAT, P × (1 + r/2), and the other half comes out of your share, so you keep P × (1 + r/2) / (1 + r). "Included in my price": the buyer pays P and the VAT comes out of your share, so you keep P / (1 + r).

The price shown is calculated with the VAT rate of the visitor's country (from their connection), and the buyer pays exactly the price shown. The VAT actually due is then calculated by vvault's payment provider at the rate of the buyer's country according to the billing address, and it is taken from inside the price paid. When the two countries differ, your share follows the actual rate: it is the price paid less the VAT actually due, so it can be higher or lower than in the formulas above (in "Added to the price" mode, P × (1 + r) / (1 + the actual rate)). When the rates are the same, you get exactly the amounts above.

Buyers outside the EU (by billing address) pay no EU VAT: they pay the price shown and no VAT is deducted from your share. A visitor outside the EU is shown your price without VAT; if their billing address turns out to be in the EU, the VAT due is taken from inside that price and your share is the price paid less that VAT.

A business established in another EU country whose VAT number is confirmed as valid (VIES) pays the price without VAT under the reverse charge: the VAT part of the price shown is refunded to it right after payment. It pays the net amount and your share is unchanged: exactly what you keep on a sale to a consumer at the rate shown (P in "Added to the price" mode). If the VAT number cannot be confirmed, or the business is established in Belgium, the sale is treated as a sale to a consumer. In every case your share is what remains after the VAT and the fees in section 6, and the VAT is never part of it.

6Fees

vvault currently takes no commission on sales (0 %), whatever your plan. The payment processing cost is deducted from your share: an estimate is shown before you publish and when you set a price (for cards in euros, about 1.5 % + €0.25; other currencies and methods cost more), and the actual cost charged by Stripe applies. Paid plans (Pro, Ultra) are billed separately under the Terms of Use. We tell you at least 15 days in advance of any new fee or any increase; you may stop selling before it applies.

7Payouts

Your share is paid to your Stripe Express account, then to your bank on Stripe's payout schedule (currently a few business days after the payment). vvault may hold the share of a sale, with a statement of reasons and only for the amounts concerned, while a payment dispute, a refund request, a notice of illegal content or a reasonable suspicion of fraud concerning that sale is being decided. The hold is lifted as soon as the matter is resolved in your favour.

8Refunds, withdrawals and disputes

As the buyer's contracting party, vvault decides refunds owed to buyers under the law and the Terms of Use (withdrawal, non-conformity, non-delivery, rights not held, duplicate charges). When a sale is refunded in whole or in part, or lost in a payment dispute, the share of every payee of that sale (you and any co-author paid through a split) is taken back in proportion to the amount refunded or disputed, out of the amount the buyer paid in the end, including by reversal of the transfer or by deduction from future payouts. The proportion applies to your share, never to the VAT: for example, if half the price is refunded, half of your share is taken back, and a refund never takes back more than you were paid for that sale. The VAT refunded to a business under the reverse charge (section 5) is not a refund of the sale and takes nothing back from you. If the dispute is later won, the shares are paid again. The dispute fee charged by Stripe is borne by vvault and is not deducted from your share. A plugin licence activated by a buyer is not deactivated because of a dispute alone; it is deactivated on a refund.

9Your guarantees

You guarantee that you hold, or have cleared, all rights in what you sell, including samples, vocals, stems, artwork and the shares of your co-authors; that your descriptions, formats and compatibility statements are accurate; and that your items are free of malware. For plugins, you provide the updates needed to keep them working as described for a reasonable period and tell vvault of them. If a buyer obtains a remedy from vvault because an item was not in conformity or you did not hold the rights, vvault may recover from you what it had to bear, within the limits of the law.

10Licences and exclusives

You choose your licence templates and terms; they must not contradict the buyer's legal rights or the Terms of Use, and they bind you towards each buyer. Changes to a licence apply only to later sales. Once you sell an exclusive licence, the item is withdrawn from sale automatically and you must not license it again, on vvault or elsewhere, for the duration of the exclusivity.

11Ranking, featuring and differentiated treatment

Listings are shown according to the parameters described on the page "How the marketplace works", which forms part of these terms: in search and browsing, by publication date by default, or by popularity (plays for tracks, downloads for packs and kits) or price when the visitor chooses; the featured carousel shows, at random, kits and plugins of creators on the Ultra plan. Being on the Ultra plan is the only way to appear in the featured carousel; no other payment influences ranking. Ultra also gives access to features that Pro does not (your own pixels, featured placement). vvault does not sell its own beats or kits in competition with you on the marketplace; if it ever does, these terms will say how they are ranked.

12Promotions and reference prices

When you announce a price reduction (struck-through price, percentage, flash sale), the reference price must be the lowest price you applied to that item on vvault in the 30 days before the reduction. vvault shows a struck-through price only where its own price history supports it. Countdown, limited and goal drops must be true. You must not post or buy reviews, or review your own items.

13Your own pixels (joint controllership)

If you connect your own Meta pixel or Google tag to your pages, vvault loads it only for visitors who accepted the corresponding cookies, and sends it the page views and storefront events (view, add to cart, checkout, purchase) of your pages, without query strings or buyer contact details. For that collection and transmission, you and vvault are joint controllers (Article 26 GDPR): vvault handles the consent banner, the information to visitors and requests concerning the collection; you are responsible for what you do with the data in your Meta or Google account, for your contract with Meta or Google, and for answering requests about it. You must not use the pixel to target or identify vvault's visitors beyond your own pages, and you must remove it on request if the law requires. This section is the essence of the arrangement between vvault and you under Article 26(2) GDPR; vvault makes it available to visitors in its Privacy Policy (section 13A).

14Data

For each sale you see the order, the item, the licence, the amount and the buyer's name as it appears on the licence; you receive the buyer's e-mail only where the buyer agreed to it or where it is needed to honour the licence. You may use these data only to honour the licence and for your accounting, not for marketing without the buyer's consent. You see the statistics of your own pages and items (plays, downloads, sales, sources). vvault keeps the data of all sales for its own obligations (accounting, VAT, disputes) and uses aggregated marketplace data to run and improve the marketplace. After the contract ends you can still export your sales history for 12 months.

Plugins (vvault Lock). For the activations of your plugins you receive the licence used (key, type and status), the technical fingerprint, the plugin version, the country, the status, the dates of activation and last check, and the security alerts raised by those installations; never the buyer's e-mail address, computer name, IP address, city or coordinates. You receive these data as an independent controller for one purpose only: managing your licences and fighting piracy. You must keep them confidential and secure, not combine them with other data to identify a buyer, not use them for marketing, delete them when they are no longer needed for that purpose and at the latest 12 months after the licence ends, tell vvault without undue delay (and within 72 hours) of any breach affecting them, and help vvault answer a buyer's request about them. Your plugin may not collect personal data on the buyer's computer beyond what the licence check needs unless you have your own lawful basis and inform the buyer in your own privacy notice; that processing is your sole responsibility.

15Where your listings appear

Your public listings may appear on your profile and storefront, in vvault's marketplace, search and feed, in embeds and link previews (for example on Discord), in vvault's newsletters and social posts, and in search engines. You can make an item unlisted or private at any time.

16Your intellectual property

You keep all rights in your works, names and artwork. You grant vvault the non-exclusive, free licence needed to host, present, preview and promote your listings in the places listed in section 15, for as long as they are listed.

17Restriction, suspension, termination

vvault may restrict, suspend or delist an item, hold payouts, or suspend your selling, for the reasons in the Terms of Use (illegal content, infringement, fraud, serious or repeated breach of these terms, risk to buyers or to the Service). We tell you the reasons, the facts and how to contest, at the latest when the measure takes effect. We end our services to you entirely only with 30 days' notice and reasons, except where the law requires us to act sooner, for an overriding reason of public interest, or after repeated breaches. During the notice period you can contest and we re-examine. Licences already sold remain valid after the end of the contract.

18Complaints

Write to contact@vvault.app with the subject "Seller complaint". A person examines it and answers within 15 days, with reasons. This is free. It does not affect your right to go to court or to mediation.

19Changes

We tell you of any change to these terms by e-mail at least 15 days before it applies (longer if the change requires you to adapt your listings), with what changes. You may end the contract before it applies. Changes never apply retroactively. You can waive the notice by an express act, such as publishing a new listing after the notice.

20Duration and end

These terms apply for as long as you sell. You can stop selling at any time by unpublishing your items and disconnecting your payout account; amounts due to you are paid, less refunds and disputes that arise later concerning your sales, for which the clawback in section 8 still applies for 180 days.

21Law and courts

Belgian law applies. The courts of Bruges (Belgium) have jurisdiction, unless you sell as a private individual (consumer), in which case section 31 of the Terms of Use applies.