Terms of Use

HTTPS://PLAN.POSTPROVAL.COM

1. DEFINITIONS

“Client” is the client of Customer whose social media account(s) is (are) managed by the Customer;

“Content” are posts or content issued for posting/uploading on the identified Social Media Platform(s) for which the post has been scheduled by the Customer through the Platform;

“Customer” is the social media manager / marketeer who wishes to access and use the Platform for managing the social media accounts of its Clients;

“Force Majeure” means the situation in which the performance of the obligations of Platform Provider is prevented in whole or in part, temporarily or otherwise, beyond the control of Platform Provider. The following, among others (not limitative), are considered Force Majeure: fire, war, terrorist attacks, adverse weather conditions, force majeure of the external service providers, defectiveness of products of the external service providers, government measures, failure of Internet, data network or telecommunication facilities, the unavailability of third-party servers, strike, unavailability of employees and/or their equipment, general transportation problems and electricity failure;

“Personal Data” means the personal data (of Customer or Clients) as defined in the GDPR;

“Platform” means https://plan.postproval.com

“Platform Fee” is the fee payable by Customer as referred to in Article 3 of these Terms of Use;

“Platform Provider” means the company operating the Platform: PostProval, registered under registration number 0628.483.883.

“Social Media Account” is the account on a Social Media Platform managed by Customer on behalf of its Client;

“Social Media Platform” is the social media platform (e.g. Facebook, Instagram, LinkedIn…) identified by Customers’ Client on which the Customer will post/upload certain Content on behalf of its Client;

“Terms of Use” are these terms and conditions applicable to the access and use of the Platform by the Customer;

2. TERMS OF USE OF THE PLATFORM

Article 1. Scope of the Terms of Use

The Platform aims providing the Customer with i) an overview of the Social Media Account(s) managed for its Clients ii) an overview of the posts created and scheduled for posting on Client’s Social Media Platform(s) and iii) tools and features for saving time in managing their Client’s Social Media Accounts. Agreements executed between Customer and its Clients do not fall within the scope of these Terms of Use.

Article 2. Account

2.1 In order to access and use the Platform during the Term, Customers are required to set up an administrative account (“Account”). At the time of creation of the Account, the Customer will be requested to accept these Terms of Use; the acceptance of these Terms of Use is a requirement for activation of the Account.

2.2 The Customer guarantees that the data it passes on to the Platform Provider for the purpose of creating such Account is correct and complete. If there are any changes, the Customer must pass these on to the Platform Provider without undue delay.

2.3 Any use of the Platform is always at the sole responsibility of the Customer. Each Customer will liable for all activities that occur under or in its Account. Any abuse in the use of the Platform may result in suspension or termination of an Account (in accordance with Article 5 of these Terms of Use), without prejudice to Platform Provider’s right to claim damages.

2.4 Customers shall keep its user ID and password for accessing its Account information strictly confidential. Any unauthorized access or use of the Platform shall immediately be reported to the Platform Provider.

2.5 Use of the Platform during the Term is subject to payment of the Fees defined in Article 3.

Article 3. Platform Fee – Term

3.1 Platform Fees are non-refundable and are exclusive of VAT (and any administrative costs).

3.2 Upon activation of the Account, Customer is entitled to access and use the Platform during a free trial period of thirty (30) calendar days (“Trial Period”).

3.3 Upon termination the Trial Period, and unless terminated by the Customer respecting a notice period defined in Article 5.2.1 below, the Customer be entitled to access and use the Platform during a period of one (1) month or one (1) year (“Initial Term”), subject to payment of the relevant Platform Fee.

3.4 Customer may opt for usage of the Platform on a monthly basis or on an annual basis. Depending on Customer’s choice, a monthly or annual Platform Fee shall be due. The Platform Fee will be settled via the payment platform Mollie. Following processing of the payment, Customer will be provided with an invoice confirming successful payment of the Platform Fee.

3.5 Upon expiry of the Initial Term, unless terminated in accordance with the provisions of this article, and subject to renewed payment of the relevant Platform Fee, the access and use of the Platform shall automatically renewed for a period of one (1) month or one (1) year (“Renewal Term”) respectively.

3.6 The Trial Period followed by the Initial Term and any Renewal Term shall jointly be referred to as the “Term”.

Article 4. Obligations of the Customer

4.1 Each Customer shall be solely responsible for providing all equipment and systems needed to access and use the Platform, as well as ensuring their compatibility with the Platform.

4.2 Each Customer hereby warrants:

1. that its actions on the Platform will not harm the reputation and/or image of Platform Provider or the Platform or of any other User;
2. act at all times in accordance with Platform Provider’s guidelines and instructions regarding the use of the Platform.

4.3 Customer must not, and shall not allow any Client or any third party to, directly or indirectly: (i) copy, modify, create derivative works of, make available or distribute, publically perform, or display any part of the Platform (including by incorporation into its products), or use the Platform to develop any service or product that is the same as (or substantially similar to) it; (ii) sell, license, lease, assign, transfer, pledge, rent, sublicense, or share Customer’s rights under these Terms with any third party; (iii) use any “open source” or “copyleft software” in a manner that would require Platform Provider to disclose the source code of the Platform to any third party; (iv) disclose the results of any testing or benchmarking of the Platform to any third party; (v) disassemble, decompile, decrypt, reverse engineer, extract, or otherwise attempt to discover the Platform’s source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms); (vi) remove or alter any trademarks or other proprietary right notices displayed on or in the Platform; (vii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce use limitations; (viii) export, make available or use the Platform in any manner prohibited by applicable laws; and/or (ix) store or transmit any malicious code or other unlawful material in connection with the Platform.

4.4 Customer is solely responsible for:

1. Verifying the Content planned for uploading on social media platforms (on behalf of its Clients);
2. Follow-up of the approvals of its Clients for uploading Content on social media platforms;

4.5 Each Customer is responsible for its use of the Platform and Account. Platform Provider accepts no liability for any damages resulting from the use of the Platform. Customer agrees to indemnify, defend and hold Platform Provider harmless from any claim, liability, cost, damage or loss that Platform Provider may incur (including but not limited to legal fees) as a result of its use of the Platform or any breach of its obligations under these Terms of Use.

5. Suspension of an Account – Termination of access to and the use of the Platform

5.1 Suspension

Platform Provider is entitled to suspend the access and use of the Account and block Customer’s access to the Platform in case it suspects that the Customer violates the Terms of Use. Platform Provider may resume to grant access to the Platform if the violation has been remedied by the Customer within thirty (30) calendar days as notice being given by Platform Provider.

5.2 Termination

5.2.1 Customer is entitled to terminate its access to and usage of the Platform subject to respecting a seven (3) calendar days notice prior to the expiry of the Trial Period, Initial Term or the then current Renewal Term.

5.2.2 Platform Provider is entitled to terminate the account with immediate effect in the following cases:

1. Fraud committed by the Customer;
2. A proven gross error or material contractual breach by the Customer which has not been rectified within a period of thirty (30) calendar days after it was served with a notice of default by registered letter by Platform Provider claiming the error or breach;
3. Customer has not paid the Platform Fee.

5.2.3 In the event of termination of the Account by Platform Provider pursuant to the provisions of Article 5.2.2, the Customer is not entitled to claim any compensation from Platform Provider.

5. Consequences of termination

Upon termination of the Account for any reason:

1. Customer shall pay all fees due up until termination of its Account;
2. all user rights of Customer in respect of the Platform granted pursuant to these Terms of Use shall immediately terminate;
3. Content scheduled to be uploaded on social media accounts after the date of termination of the Account (but planned during the Term) shall not be uploaded;
4. Up to a period of 30 days after termination of its Account, Customer shall be allowed to access the Platform for retrieving Content (of its Clients). After such period, Platform Provider will delete the remaining Content from the Platform.

Article 6. Intellectual property rights

6.1 The Customer acknowledges that all (intellectual property) rights vested in the Platform, its design and all brands and logos of Platform Provider are and will remain the property of Platform Provider and may not be used in any way by the Customer without the prior written permission of Platform Provider.

6.2 Acceptance of these Terms of Use does not convey to the User any interest in or to the Platform other than the limited right to use the Platform in accordance with the terms defined herein.

6.3 Customers shall under no circumstances file and/or register in his/her own name, a trademark or domain name registration containing the element “Postproval” or any element or logo similar thereto.

6.4 Any anonymous information, which is derived from the use of the Platform which is not personally identifiable information may be used by Platform Provider for providing the Platform and its related services, for development and further improvement of the Platform and/or for statistical purposes.

6.5 The Platform may use or include third party open-source software that are subject to third party open-source license terms. If there is any conflict between any open-source license and these Terms of Use, then then open-source license terms will prevail but solely in connection with the related third-party open-source software. Platform Provider makes no warranty or indemnity hereunder with respect to any third-party open-source software.

Article 7. Processing of Personal Data

Personal Data processed pursuant to these Terms of Use (if any) shall be processed in accordance with Platform Provider’s Privacy Statement: <link>.

Article 8. Limited warranty

8.1 The Platform will be provided on an ‘as is’ and ‘as available’ basis. Platform Provider does not warrant that the Platform, its related services and reports i) will meet Customer’s requirements, ii) will operate error-free, or iii) will be able to fine all weaknesses, vulnerabilities or other security related issues in Customer’s applications or network environment.

8.2 The Platform is hosted by an external hosting provider (Combell). Customer acknowledges that the availability of the Platform is subject to the service levels defined by such external hosting provider.

8.3 Platform Provider further disclaims all implied warranties, including merchantability, satisfactory quality, non-infringement, non-interference or fitness for a particular purpose of the Platform.

8.4 Platform Provider will not be liable for delays, interruptions, service failures or other problems inherent in the use of internet and electronic communications or for issues related to Customer’s access to the Internet or public networks.

Article 9. Liability and indemnification

9.1 Except in the case of intent and/or gross negligence on the part of Platform Provider, Platform Provider cannot be held liable in any way for direct or indirect damages suffered by the Customer in connection with the access or use of the Platform or the Account such as, but not limited to, damages and costs resulting from the improper functioning of the Platform or technical failures.

9.2 Platform Provider’s maximum liability for any damages arising out of or in relation to these Terms of Use, whether in contract or in tort or otherwise, shall not exceed, in the aggregate, the total fees actually paid or payable by the Customer pursuant to the relevant Agreement in the twelve (12) month period immediately preceding the event giving rise to such claim.

9.3 In the event that Platform Provider is unable to make the Platform available for reasons of Force Majeure, Platform Provider can in no case be held liable for any damages resulting from this.

9.4 The limitation of liability as set out in these Terms of Use shall not apply with respect to damages caused by an intentional and/or fraudulent error by the Service Provider.

9.5 In any case, Platform Provider shall not be liable for any direct or indirect damages resulting from the fact that:

1. social media platform(s) identified for posting/uploading Content are not available, off-line or interrupted;
2. Content has not been posted/uploaded on the identified social media platforms as a result of these platforms being not available, off-line or interrupted;
3. that the accounts of the Customer or of its Clients on the identified social media platforms is not active or suspended;
4. Customer’s Client has not (timely) approved the posting/uploading of Content scheduled by the Customer through use of the Platform.

Article 10. Applicable law and competent jurisdiction

These Terms of Use are subject to Belgian law. In case of disputes regarding the acceptance, validity, interpretation, execution of these terms and conditions, the courts of the judicial district of West-Flanders, Bruges division will have exclusive jurisdiction.

Article 11. Miscellaneous

11.1 Customer is not entitled to transfer (part of) his/her account to a third party without the prior written consent of Platform Provider.

11.2 Platform Provider’s failure to enforce any provision of these Terms of Use at any time or for any period of time, or its failure to exercise any right under these Terms of Use, shall not be construed as a waiver of this provision or of its rights and shall in no way affect Platform Provider’s right at any time to enforce this provision or to exercise this right.

11.3 If the operation or validity of one or more of the above provisions of these Terms of Use is compromised, this shall not affect the validity of the remaining provisions of these Terms of Use. In such a case, Platform Provider shall have the right to replace the provision in question with a valid provision of similar intent.

11.4 Platform Provider reserves the right to change the Terms of Use at any time without prior notice to Customers. The further use of the Platform will then be considered as an acceptance of the modified conditions.

©2022 PostProval. All Rights Reserved.

PostProval
IJzerlaan 24, 8600 Diksmuide
Belgium
BE0628.483.883
hello@postptoval.com