Legal

Terms and Conditions

Terms and Conditions for the Sale of Software (Luxembourg)

Important notice: This template is a non-binding sample and does not constitute legal advice. Please adapt to your company, products, and marketplace requirements and have it legally reviewed.

1. Scope and Contracting Parties

1.1 These Terms apply to all contracts between Nejat Philip Eryigit - alveos / VetterPlaces Platform, sole proprietorship, 21, rue Basse, 3813 Schifflange, Luxembourg (no walk-in customers), email: info [at] alveos [dot] eu , (the "Provider") and customers for the purchase and use of software products (the "Software"). 1.2 Conflicting terms of the customer do not apply unless the Provider expressly agrees in writing.

2. Subject Matter of the Contract

2.1 The Provider supplies digital content/software (download/key) and, where applicable, license keys and updates according to the product description and the selected variant (e.g., single license, team, agency, term/subscription). 2.2 Important Notice - Usage Rights, No Transfer of Ownership: The software products offered are license agreements granting the customer a time-limited and/or scope-limited right to use the Software. No transfer of ownership of the Software, source code, or intellectual property takes place. All copyrights and ownership rights remain with the Provider or its licensors. 2.3 Source code is only provided if expressly stated in the product description.

2.4 **VetterPlaces platform service (Tester ↔ Developer):** In addition to software products, the provider offers “VetterPlaces” as a platform for campaign management, matching, issue-tracking workflows and a scoring system.

2.5 **Separation: Developer products & licences:** Where developers offer their own products, licences, discounts, coupons or other rewards via VetterPlaces:
- VetterPlaces is **not** the seller/reseller and **not** a contracting party for those developer products;
- the contractual partner for testers regarding licences/rewards is **the respective developer**;
- testers have **no claim** for licences/rewards against VetterPlaces.

2.6 **License Bridge (technical facilitation):** “License Bridge” provides technical documentation/automation of reward claims (e.g. generating a claim/redeem record) and forwarding to the developer. VetterPlaces does **not** owe the redemption or delivery of developer licences.

2.7 **Fees / payment flows:** If fees, commissions or subscriptions are agreed between provider and developer (e.g. platform membership), they are shown and billed **separately**. Without explicit agreement, VetterPlaces is **not** a collection agent for payments between testers and developers.

3. Sales and Distribution Channels (Marketplaces)

3.1 The Software may be purchased via various marketplaces/platforms. Ordering, payment, invoicing, and withdrawal are additionally subject to the respective marketplace terms where applicable. In case of conflicts, mandatory marketplace rules prevail.

3.2 Channels (non-exhaustive):

  • Visual Studio Code Marketplace – The Microsoft commerce policies for extensions apply in addition, including potentially differing payment/refund processes.
  • Payhip (hosted/embed) – Merchant-of-Record; payment processing and invoicing are generally handled by Payhip under their terms.

3.3 For direct purchases outside marketplaces, only these Terms and the conditions stated on the product page apply.

4. Prices and Invoices

4.1 Prices are final unless stated otherwise. 4.2 Where the purchase is made via a Merchant-of-Record (e.g., Payhip), the contract of sale is concluded directly with Payhip Ltd. In this case, the applicable VAT is included in the final price paid by the customer and is reported and remitted by Payhip. 4.3 For direct purchases from the Provider (without an intermediary Merchant-of-Record), invoices are issued without VAT in accordance with the Luxembourg small-business exemption (Franchise de TVA pursuant to Art. 57 de la loi du 12 février 1979). No VAT is charged or shown on the invoice. 4.4 Price/service changes affect ongoing contracts only from the next billing period where contractually permitted.

5. Payment, Delivery, Activation

5.1 Accepted payment methods depend on the chosen marketplace or direct-checkout. 5.2 Delivery is digital via download link and/or by email/account delivery of a license key. Provision occurs after receipt of payment. 5.3 The customer must keep license keys confidential and protect them against unauthorized access.

6. License Rights (EULA excerpt)

6.1 Upon full payment, the Provider grants the customer a simple, non-exclusive, non-transferable right to use the Software to the contractual extent (e.g., users/instances, term). No transfer of ownership takes place (see Section 2.2). 6.2 Unless permitted by law, resale, sublicensing, public provision, circumvention of technical protection measures, and reverse engineering are prohibited; mandatory statutory rights remain unaffected. 6.3 Updates/Upgrades: During the active term or within the versioning rules stated in the product description, the customer receives updates. Major upgrades may be charged separately. 6.4 Specific license models, usage scope, and any restrictions follow from the respective product page and the license matrix at License comparison.

6a. Special Provisions for Individual Development Contracts (Freelance)

6a.1 By way of derogation from Section 6, the following applies to separate development contracts where the Provider creates individual software or customizations as a freelancer for the client:

  • The software created under the contract remains the full property of the Provider until the agreed total price has been paid in full (retention of title pursuant to Art. 2076 et seq. Code civil).
  • Only upon full payment do the contractually agreed usage or ownership rights transfer to the client - depending on the individual agreement.
  • In case of payment default, the Provider is entitled to prohibit use of the software and demand return of any copies already provided.

6a.2 This provision does not apply to:

  • Pure services (e.g., consulting, support, installation) where no transferable software is created.
  • Contracts where a different written agreement (e.g., work-for-hire, full transfer of rights) has been made.

6a.3 In case of doubt: Unless an express written agreement on the transfer of rights exists, all rights remain with the Provider.

6b. Early Access / Early Bird (Pre-release Access & Launch Offers)

6b.1 Definitions: “Early Access” means access to pre-release versions/features that are not yet final. “Early Bird” means a time-limited and/or quantity-limited launch offer (e.g., discounted pricing for the first buyers).

6b.2 Changes to features/UI: During Early Access/Early Bird, features, content and user interfaces may change without requiring the customer’s separate consent. Only the core functionality explicitly described as essential at the time of purchase is guaranteed.

6b.3 Beta nature and timelines: Early Access versions may contain defects; roadmaps, timelines and announced features are non-binding unless expressly agreed as a binding performance promise.

6b.4 Limitations: Early Bird offers may be limited (quota/time window). The display at the time of purchase is decisive. If a quota is exhausted, the regular price/offer applies.

6b.5 Minimum goals/thresholds (if stated): If a minimum goal (e.g., minimum number of sales) is stated on the product page, continuation/extension of development may depend on achieving it. If the goal is not met, the Provider may postpone or discontinue further development; any consequences (e.g., refund, store credit, or reduced scope) follow from the product description and/or marketplace rules.

6c. VetterPlaces Content Creator Programme

6c.1 Definition: "Content Creator" in these Terms means individuals or legal entities who publicly report about products or services through their own online channels (e.g. YouTube, blogs, social media) and participate in the VetterPlaces Content Creator Programme. Content Creators are expressly not Developers within the meaning of these Terms.

6c.2 Distinction: The Content Creator Programme is an independent creator, coupon, and attribution flow and not a software licence. It does not create a developer membership within the meaning of Section 7. Where commission-eligible recommendations are configured, an additional technical referral relationship applies. Sections 2–6 on software licences do not apply to this programme unless stated otherwise below.

6c.3 Programme benefits (current configuration per product page): Depending on programme configuration, Content Creators may receive:

  • Coupon codes for sharing with their followers (no direct remuneration; follower discount only)
  • Revenue share for verifiable transactions via attributed UTM links or referral codes where configured for the relevant product
  • Early access to products for reporting purposes

6c.4 Attribution and proof: Attribution of transactions is exclusively by technical means (UTM parameters, referral codes). Technical verifiability is a mandatory requirement for any revenue share. Collection and processing of this data is governed by the Privacy Policy.

6c.5 No guaranteed income: The programme does not create an entitlement to minimum remuneration or guaranteed earnings. Current rates, commission models and participation terms are documented on the respective programme page.

6c.6 Programme changes: The Provider may amend programme terms, commission rates and coupon conditions with a minimum notice period of 30 days, or terminate the programme. Commission entitlements from already-completed transactions remain unaffected.

6c.7 Disclosure obligation: Content Creators are legally required to disclose their commercial relationship with VetterPlaces in their content (videos, blog posts, social media posts etc.). This applies under applicable advertising transparency laws and the platform-specific guidelines of each platform (YouTube, Instagram etc.). Compliance with this obligation is exclusively the Content Creator's responsibility.

6d. VetterPlaces Tester & Creator Participation Terms

6d.1 Scope: This section governs participation as a tester or content creator on the VetterPlaces platform. It does not create an employment relationship, agency, or work-for-hire arrangement between testers/creators and either VetterPlaces or the developer.

6d.2 Application and acceptance: Testers and creators apply for individual campaigns. Acceptance is at the developer's discretion and creates no entitlement to participation. VetterPlaces may additionally impose platform-level eligibility requirements (e.g., verified GitHub account, prior consent acceptance).

6d.3 Confidentiality gate: Where a campaign requires a confidentiality agreement (e.g., for pre-release software, early-access builds, or credentials), the tester/creator must accept the agreement before accessing any artefacts. The agreement is project-type-specific and localised. Circumventing or bypassing this gate is a material breach.

6d.4 Access artefacts: After acceptance and confidentiality agreement, the tester/creator receives the applicable access artefact (e.g., VS Code Marketplace deep-link, test credentials, download URL, or review license key). Credentials shown in "view once" mode must be saved immediately; re-display is not possible. Artefacts are personal and non-transferable; sharing constitutes a material breach.

6d.5 Reward entitlement: A reward (e.g., discount coupon, license key) is earned upon a verifiable, accepted contribution (GitHub issue/PR, content submission) that meets the campaign criteria at the time of submission. The reward is issued by the developer, not by VetterPlaces (see §2.5). VetterPlaces facilitates the technical reward record; it does not guarantee delivery of a developer's reward in the event of developer insolvency or breach.

6d.6 No minimum reward guarantee: Participation does not guarantee receipt of a reward. Campaigns may close after the developer's allocated budget or tester count is reached. Contributions submitted before closure are governed by the campaign conditions at that time.

6d.7 Tester conduct obligations:

  • Report only genuine, independently discovered issues; do not submit known issues already submitted by others.
  • Do not disclose confidential artefacts, pre-release builds, or access credentials to third parties.
  • Do not attempt to circumvent technical controls or abuse the issue gateway.
  • Provide accurate profile data (GitHub identity, OS/language/skill tags used for campaign matching).

6d.8 Revocation and blacklisting: VetterPlaces or the developer may revoke tester/creator access where conduct obligations are breached. Platform-level blacklisting (preventing future applications across all campaigns) requires a material and documented breach and is subject to a hearing. Revocation of access to a single campaign does not constitute platform blacklisting.

6d.9 Self-revocation: Testers/creators may withdraw from a campaign at any time via "I am done testing". Outstanding reward entitlements for already-verified contributions are settled before the withdrawal takes effect.

6d.10 Data and privacy: Processing of tester/creator data by VetterPlaces is described in the Privacy Policy. Processing of tester data by the developer is governed by §7b of these Terms.

7. Subscriptions, Renewal, Termination

7.1 Subscriptions (developer membership) renew automatically for the agreed period (annual or as stated at purchase) unless terminated in time (see product/marketplace details). Advance notice of renewal is sent to the email address on record. 7.2 In case of payment default (non-payment after the due date), chargeback, or dispute, the Provider may immediately suspend the licence and platform access (developer portal, campaigns, RipSnip connection). Active tester submissions for ongoing campaigns are paused during a suspension; already-submitted tickets and any resulting reward entitlements remain unaffected. If the default is not remedied within 14 days of suspension, the membership is considered terminated; the export grace period under Section 7c.2 begins at that point. 7.3 Terminations can be made via the respective marketplace account or — for direct purchases — via the self-service/support specified at purchase.

7a. VetterPlaces — Developer Conduct Obligations (Fairness & Abuse Prevention)

7a.1 Campaign closure after ticket submission: Closing or pausing an active campaign with the intent of avoiding reward obligations towards already-participating testers is prohibited. Tickets submitted before the closure remain subject to the campaign conditions at the time of submission.

7a.2 Ticket rejection / "already known" defence: A rejection on the grounds that the reported defect was already known or pre-existing is only valid if that prior knowledge was provably documented at the time the ticket was submitted — i.e., an entry exists in the tracking system with a timestamp older than the submitted ticket. A rejection based on entries created after the ticket was submitted is invalid and may be treated as abuse.

7a.3 Consequences for abuse: Where there is reasonable suspicion of systematic abuse (repeated campaign closures before reward settlement, systematic ticket rejection without documented grounds), VetterPlaces reserves the right to: temporarily suspend the developer account; freeze outstanding rewards pending clarification; permanently deactivate the account following a hearing.

7a.4 Dispute process for testers: Testers who suspect abusive rejection or campaign closure after ticket submission may file a report via the platform's internal dispute process. VetterPlaces reviews reported cases and may intervene as mediator.

7b. Tester Data (Developer Access Rights)

7b.1 Data minimisation: Tester personal data (name, email, GitHub profile, contact details) is not freely available to the developer. Only information that a tester explicitly provides via a ticket, campaign application, or message interaction on the platform is visible.

7b.2 No bulk export of tester data: The developer has no right to bulk-export tester lists, tester contact details, or tester personal profile data. Such exports without the express consent of the relevant testers are impermissible.

7b.3 Purpose limitation: Tester data that becomes visible to the developer in the context of ticket interactions may only be used for processing the respective ticket. Use for marketing, outreach, or disclosure to third parties outside the VetterPlaces platform is prohibited.

7b.4 Restricted use after campaign end: After a campaign is closed or completed, tester data visible via the platform may only be used for settling outstanding rewards. Any further use is impermissible.

7c. Data Retention, Subscription End and Account Deletion

7c.1 Ticket export during active membership: During an active membership (Solo, Developer + RipSnip, or RipSnip Only Mode), the developer portal provides a structured export of the developer's own tickets and project data (JSON/CSV).

7c.2 Export grace period after subscription end: After the expiry, cancellation, or termination of a developer membership (including non-renewal), the developer has a grace period of 30 days to export ticket and project data. After this period, data will be deleted or anonymised in accordance with the Privacy Policy. Recovery after the grace period has lapsed is not possible.

7c.3 Account deletion on request: Where a developer actively requests account deletion: personal data is removed in accordance with GDPR; outstanding reward obligations to testers are settled before deletion, or the deletion is deferred until clarified; anonymised ticket data (no personal reference) may be retained for statistical purposes.

7c.4 RipSnip connection data: Data synchronised via the RipSnip GitHub App (ticket links, repository references) is deleted from VetterPlaces systems upon termination of the RipSnip connection or cancellation of the membership. Content in external GitHub repositories is unaffected and lies outside VetterPlaces' control.

7c.5 Solo mode — no GitHub ticket sync: In Developer Solo mode, no synchronisation of tickets with GitHub takes place. Ticket data remains exclusively within VetterPlaces systems and can be downloaded until the end of the export grace period under Section 7c.2.

7c.6 Tester accounts (unaffected): The closure of a developer account has no impact on active tester accounts. Tester data is handled according to the terms and retention periods applicable to testers.

  1. Customer Responsibilities 8.1 Verify and provide system requirements; regular data backups are the customer's responsibility. 8.2 Misuse, key sharing, or exceeding licensed usage is prohibited and may lead to suspension.

  2. Warranty and Support 9.1 Statutory warranty rights apply. The Software is provided in its current version; known limitations/system requirements are shown in the product description. 9.2 Support-where included- is provided in the indicated times/channels. Response times are service targets (SLAs), not guarantees, unless expressly warranted. 9.3 The specific support scope (channels, target response times) follows from the product description and License comparison.

  3. Liability 10.1 The Provider is fully liable for intent and gross negligence and for injury to life, body, or health. 10.2 For simple negligence, the Provider is liable only for breach of essential contractual obligations (cardinal duties) up to the typical, foreseeable damage. Any further liability is excluded where legally permitted. 10.3 For data loss, the Provider is liable only where the customer fulfilled backup duties.

  4. Right of Withdrawal for Digital Content (EU Consumers) 11.1 For digital content not supplied on a tangible medium, the right of withdrawal may lapse if the Provider has begun performance after the consumer expressly consented and acknowledged the loss of the right of withdrawal. 11.2 Marketplace-specific withdrawal and refund rules may differ and prevail over these Terms.

  5. Privacy, Cookies, Third-Country Transfers 12.1 The Provider's Privacy Policy applies (Privacy Policy). When using marketplaces, their privacy policies also apply (e.g., Payhip/Microsoft/PrestaShop/Shopware). 12.2 Depending on the marketplace/checkout, transfers of personal data to third countries (including the USA) may occur. Suitable safeguards (e.g., EU SCCs) and technical/organizational measures are used where available. Details: see provider/marketplace privacy and DPA/subprocessor lists. 12.3 For embedded checkouts/third-party scripts: non-necessary cookies/trackers load only after consent (consent tool). Necessary cookies are described in the cookie policy.

  6. Intellectual Property 13.1 All rights in the Software - including copyrights, source code, and know-how - remain with the Provider or its licensors. The customer acquires only a right to use in accordance with Section 6; no transfer of ownership takes place (see Section 2.2). 13.2 Copyright and trademark notices may not be removed.

  7. Governing Law and Venue (Luxembourg) 14.1 The substantive law of the Grand Duchy of Luxembourg applies, excluding conflict-of-law rules and the CISG. 14.2 Venue-where permitted- is Luxembourg City. Mandatory consumer venues and protections of the residence state prevail for consumers.

  8. Contract Language, Storage of Contract Text 15.1 Contract languages are DE/EN/FR/LB. 15.2 The contract text is stored by the marketplace or the Provider and can be made available to the customer by email/account after purchase.

  9. Amendments 16.1 The Provider may amend these Terms prospectively for valid reasons (e.g., legal changes, product adjustments). Existing subscriptions will be informed in time. If the customer does not object within the communicated period, the changes are deemed accepted. Statutory information duties remain unaffected.

  10. Alternative Dispute Resolution / ODR 17.1 The EU Commission provides an online dispute resolution platform (ODR): https://ec.europa.eu/consumers/odr/ 17.2 The Provider is not obliged and generally not willing to participate in dispute resolution before a consumer arbitration board unless legally required.

  11. Contact Nejat Philip Eryigit - alveos / VetterPlaces Platform, sole proprietorship 21, rue Basse, 3813 Schifflange, Luxembourg (no walk-in customers) Email: info [at] alveos [dot] eu Web: www.alveos.eu

Annex/Links to marketplace policies Linking to official pages is sufficient; their conditions apply in addition:

Marketplace Policies