Terms of Service

1. Parties and scope

These Terms of Service (the "Terms") form a binding agreement between Modmatrix Innovations Sàrl-S, RCS Luxembourg B285027, 5 Am For, L-5351 Oetrange ("Vertical Monkey", "we", "us") and the legal entity or natural person operating a climbing club who signs up for an account ("Customer", "Club", "you").

The Terms govern your use of the Vertical Monkey platform, including the web application at verticalmonkey.eu, the member-facing apps (iOS, Android, web), the admin dashboard, and all associated APIs and documentation (together, the "Service"). By creating an account, signing in, or making a payment, you agree to these Terms.

The Service is offered to professionals and legal entities only. It is not intended for consumers within the meaning of Directive 2011/83/EU. If you sign up as a natural person, you confirm that you act in a commercial or professional capacity on behalf of a climbing club or association.

2. Description of the Service

Vertical Monkey is a software-as-a-service platform for climbing clubs. It provides member management, event and course planning, payment collection via Stripe, communication tools, and related administrative features. Concrete functionality may evolve over time; we may add, modify, or deprecate individual features provided the core value proposition is preserved.

The Service is delivered over the public internet. You are responsible for providing the necessary infrastructure on your side (internet connection, compatible browser, modern mobile device) at your own cost.

3. Account, onboarding, and access credentials

Account creation requires a valid email address, a strong password, and agreement to these Terms and the Privacy Policy. You are responsible for keeping your credentials confidential and for all activity under your account. If you suspect unauthorised access, notify us via the contact form without undue delay.

Club owners may invite additional administrators and grant them role-based permissions. The Club remains responsible for the acts and omissions of every user it authorises.

Two-factor authentication (TOTP) is available and strongly recommended for owner and admin accounts. Enabling 2FA is your responsibility.

4. Plans, billing, and payment

The Service is offered under tiered subscription plans (Starter, Standard, Pro). Plan specifics, member caps, and current prices are published on our pricing page and form an integral part of these Terms at the point of checkout.

All prices are quoted exclusive of VAT. Luxembourg VAT (currently 17 %) or the applicable VAT of your country of establishment is added at checkout in accordance with Council Directive 2006/112/EC. Reverse-charge applies to B2B transactions within the EU where a valid VAT ID is supplied and verified through VIES.

Payment is processed by Stripe Payments Europe, Ltd. (Ireland). By subscribing you authorise recurring charges to the payment method on file. You are responsible for keeping billing information current. If a charge fails, we may suspend access after two automatic retry attempts and a grace notice.

Monthly plans renew on the same calendar day each month. Cancellation takes effect at the end of the current billing period. No pro-rata refund is issued for partial months.

Yearly plans are billed upfront for twelve months at the price of ten months (the "pay for 10, get 12" arrangement). Cancellation takes effect at the end of the twelve-month term. No pro-rata refund is issued for partial years.

A free trial may be offered to new accounts. Trial terms, duration, and feature scope are stated at signup. At the end of the trial, the Service may require a paid subscription to remain accessible. You will not be charged without explicit consent.

We may adjust prices for future billing periods with at least 30 days advance notice by email. If you do not accept a price change, you may cancel before it takes effect; continued use after the effective date constitutes acceptance.

5. Permitted use and acceptable-use policy

You may use the Service solely for the lawful operation of a climbing club, climbing gym, or similar sports association. You may not:

• use the Service for any illegal purpose, in violation of any applicable law, or in a way that infringes the rights of third parties;
• reverse-engineer, decompile, or attempt to derive the source code of the Service, except where such restriction is prohibited by mandatory law;
• scrape, bulk-download, or extract data from the Service except through documented APIs and within published rate limits;
• abuse the Service through automated attacks, credential-stuffing, denial-of-service attempts, or traffic patterns designed to bypass rate limiting;
• resell, sublicense, or otherwise make the Service available to third parties outside your own club, without prior written consent;
• upload malware, viruses, or content designed to impair any computer system;
• upload content that is defamatory, obscene, infringing, or otherwise unlawful.

We may suspend or terminate access without notice in case of serious or repeated breaches of this section, and in all cases where continued use threatens the integrity or security of the Service or the rights of other customers.

6. Customer data, ownership, and DPA

You retain all rights to the data you and your members submit to the Service ("Customer Data"). We claim no ownership over Customer Data and do not use it to train generic AI models.

You grant us a limited, worldwide, royalty-free licence to host, process, transmit, and display Customer Data solely as needed to operate the Service, provide support, and comply with law.

Where we process personal data of your club members on your behalf, we act as processor under our separate Data Processing Agreement (DPA), which is incorporated into these Terms by reference. In the event of conflict, the DPA prevails for personal-data-processing matters.

You may export your Customer Data at any time during the subscription in a structured, machine-readable format (JSON or CSV) from the admin dashboard. Upon termination you have 30 days to retrieve Customer Data; after this window, we erase Customer Data from live systems within 90 days and from encrypted backups within the backup rotation period (maximum 35 days).

7. Intellectual property

The Service, including all software, designs, graphics, documentation, and trademarks, is and remains the property of Modmatrix Innovations Sàrl-S or its licensors. These Terms grant you a non-exclusive, non-transferable, revocable right to use the Service during a valid subscription period.

If you provide feedback, suggestions, or ideas for improving the Service, you grant us a royalty-free, perpetual licence to use them without compensation or attribution.

The Service includes open-source components, each distributed under its respective licence. A list of open-source notices is available on request via the contact form.

8. Availability, maintenance, and support

We target a monthly availability of 99.5 % outside planned maintenance windows. During the initial launch phase (the first six months of commercial operation) this target is a best-effort objective and not a contractual service-level commitment.

Planned maintenance is announced at least 48 hours in advance via email or in-app banner and is typically scheduled during low-traffic hours (22:00 to 06:00 CET). Emergency maintenance (security patches, stability hotfixes) may be performed without advance notice.

Support is provided in English, German, French, and Luxembourgish through the contact form and support email. Response targets: business-hour response within one business day for Pro customers, best-effort for Starter and Standard.

9. Term, suspension, and termination

The subscription starts on the date of checkout and continues until cancelled in accordance with these Terms.

You may cancel at any time from the admin dashboard or via the contact form. Cancellation takes effect at the end of the current billing period; no early-termination refund is issued except where mandatory law requires otherwise.

We may terminate or suspend the account with immediate effect in case of: (a) non-payment after a 14-day cure period; (b) material breach of section 5 (acceptable use); (c) insolvency, liquidation, or equivalent event; (d) legal obligation (court order, regulator decision).

Sections concerning intellectual property, liability, governing law, and confidentiality survive termination.

10. Warranty disclaimer

Beyond the warranties expressly set out in these Terms and in mandatory applicable law, the Service is provided "as is" and "as available". We do not warrant that the Service will be uninterrupted, error-free, or meet any specific business requirements. In particular we do not warrant that the Service will be free of defects of every kind, bugs, or vulnerabilities; we commit to addressing reported issues with reasonable diligence.

11. Limitation of liability

Nothing in these Terms excludes or limits liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; gross negligence or wilful misconduct; any other liability that cannot be lawfully excluded under Luxembourg law.

Subject to the foregoing, our total aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, is capped at the total amount paid by you in the twelve months preceding the event giving rise to the claim.

We are not liable for indirect, consequential, or incidental damages, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, or loss of data (other than costs reasonably incurred to restore Customer Data from the most recent available backup).

12. Force majeure

Neither party is liable for failure or delay in performance caused by events outside its reasonable control, including natural disasters, war, insurrection, terrorist acts, pandemics, strikes, failures of public infrastructure (power, internet backbone), or acts of government. The affected party will notify the other without undue delay and use reasonable efforts to resume performance.

13. Changes to these Terms

We may update these Terms to reflect changes in the Service, law, or market practice. Material changes are notified by email at least 30 days before the effective date. If you do not accept the change, you may cancel before the effective date; continued use thereafter constitutes acceptance. Non-material changes (typo fixes, clarifications) take effect immediately upon posting with a revised "Last revised" date.

14. Governing law and jurisdiction

These Terms are governed by the laws of the Grand Duchy of Luxembourg, without regard to conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

The courts of the city of Luxembourg have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, subject to the right to seek interim relief before any competent court.

Where mandatory consumer-protection law of your country of habitual residence provides you with more-favourable rights than those set out in these Terms, those mandatory rights remain unaffected.

15. Miscellaneous

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision is replaced by a valid one that most closely reflects the original intent.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets with notice to you.

Notices. Notices to Vertical Monkey must be sent via the contact form on the website. Notices to the Customer are sent to the admin email address on file.

Entire agreement. These Terms, together with the Privacy Policy and the DPA, constitute the entire agreement between the parties regarding the Service and supersede any prior agreements on the same subject matter.

Language. These Terms are published in English, German, French, and Luxembourgish. In case of discrepancy, the English version prevails.