Terms of Service - Organizers (Ticket Sellers)

The following definitions are used in these terms and conditions:

1. Platform/We/Us: The private limited company Biferiami B.V., trading under the name huup, established at Schoolstraat 15, 3581 PN in UTRECHT, registered with the Chamber of Commerce under number 73585505.
2. Organizer: The natural or legal person acting in the exercise of a profession or business who uses the Platform to organize events, promote them, and sell tickets.
3. Services: All services offered by the Platform, including the SaaS ticketing software, hardware rental, and payment processing.
4. User: The consumer who buys a ticket for an event of the Organizer via the Platform.
5. Agreement: The commitment between the Platform and the Organizer, which is established by registration on the Platform or by signing a quotation.
6. PSP (Payment Service Provider): The external financial institutions (including Adyen, Stripe, Mollie) that process payments and cash flows.

1. These terms apply to any use of the Services by the Organizer and to all Agreements between the Platform and the Organizer.
2. The applicability of purchasing or other conditions of the Organizer is explicitly rejected.
3. The Platform is entitled to unilaterally amend these terms. Changes will be announced in writing or by email. If the Organizer continues to use the Services after the change, this implies acceptance of the new terms.

1. Registration: To use the Services, the Organizer must create an account. The Organizer guarantees that all information provided (company name, Chamber of Commerce number, Ultimate Beneficial Owners/UBO) is correct, complete, and up-to-date.
2. KYC & Onboarding: The payout of ticket funds is subject to a successful 'Know Your Customer' (KYC) check by our PSP. The Organizer is obliged to provide all requested documents. If the PSP refuses the Organizer, the Platform has the right to dissolve the Agreement immediately without being liable for damages.
3. Account Security: The Organizer is responsible for the confidentiality of login details. Any activity that takes place from the Organizer's account is deemed to have been carried out by (or with the permission of) the Organizer.

1. Right of Use: The Platform grants the Organizer a limited, non-exclusive, non-transferable right to use the software for creating and managing events and ticket sales.
2. No Warranty: The Services are provided "as-is". Although the Platform strives for the highest possible uptime, no guarantee can be given for uninterrupted availability.
3. Content of Organizer: The Organizer retains ownership of the content (texts, images, logos) that they post. However, the Organizer grants the Platform a worldwide, royalty-free license to use this content for the execution of the Services and for marketing purposes of the Platform (e.g., displaying the event on the homepage or in newsletters).
4. Prohibitions: The Organizer is prohibited from using the Platform for:
   • Events that violate the law or public decency.
   • Selling tickets for fictitious events.
   • Distributing malware or spam.

1. Fees: The Platform charges fees for the use of the Services (Service fees, Transaction fees, and any Booking fees). The current rates are listed on the website or in the specific quotation.
   • Service fees: € 0.58 excluding VAT per ticket sold
   • Transaction fees: Depending on the chosen payment method (e.g., iDEAL, credit card) and the PSP.
2. Collection: The Platform (via the PSP) collects the funds from the User on behalf of the Organizer.
3. Payout: Payout of the ticket funds (minus the costs of the Platform) takes place at the agreed frequency (e.g., weekly), provided the Organizer has successfully completed the KYC procedure.
4. Reserve: The Platform is entitled to withhold a percentage of the ticket funds (standard 10%, or up to 100% in case of risk) until after the event ("Rolling Reserve") to cover any chargebacks, cancellations, or fraud.
5. Set-off: The Platform is entitled at all times to set off outstanding claims against the Organizer with the ticket funds yet to be paid out.

1. Responsibility: The Organizer is solely responsible for the event. In the event of cancellation, rescheduling, or modification of the event, the Organizer must inform the Platform and the Users immediately.
2. Refund Policy:
   • The Organizer determines the refund policy, subject to mandatory consumer law.
   • The Platform executes refunds solely on the instruction of the Organizer and insofar as there is sufficient balance available in the Organizer's account.
3. Costs for Refund: If a ticket is refunded, the already incurred Service and Transaction costs and administration costs for the refund (at € 0.50 per ticket) are not refunded by the Platform, unless agreed otherwise. These costs remain owed by the Organizer.

1. If the Organizer rents hardware (such as handheld scanners, tablets, PIN devices) from the Platform, this equipment remains the property of the Platform.
2. The Organizer is liable for loss, theft, or damage to the rented hardware during the rental period. Any costs for replacement or repair will be set off against the ticket funds.
3. The Organizer must ensure a stable internet connection on location for the operation of the scanning equipment.

1. Role Division: Parties acknowledge that with regard to the personal data of Users (ticket buyers):
   • The Organizer acts as Data Controller.
   • The Platform acts as Data Processor on behalf of the Organizer for this data processing.
2. Data Processing Agreement: The provisions in this article and our 'Privacy Policy' serve as a Data Processing Agreement within the meaning of Article 28 GDPR.
3. Obligations: The Platform shall process the data solely on the instruction of the Organizer and take appropriate security measures.
4. Own Use: The Platform has the right to use anonymized data and statistics for analysis and improvement of its services.

1. Limitation of Liability: Except in cases of intent or gross negligence, the total liability of the Platform towards the Organizer is limited to the amount of Service fees the Platform has received for the relevant event, with an absolute maximum of € 10,000 (ten thousand).
2. Exclusion: The Platform is never liable for indirect damage, lost profits, lost savings, damage due to business interruption, or reputational damage.
3. The Event: The Platform is explicitly not a party to the purchase agreement between Organizer and User and is not liable for the content, quality, or course of the event.
4. Indemnification: The Organizer fully indemnifies the Platform against all claims from third parties (including Users, the Tax Authority, or copyright organizations such as Buma/Stemra) arising from:
   • Actions or omissions of the Organizer.
   • The cancellation or quality of the event.
   • Infringement of intellectual property rights by content of the Organizer.
   • Failure to meet fiscal obligations by the Organizer.
   • Non-compliance with applicable laws and regulations by the Organizer.

1. All rights to the software, data, and systems of the Platform rest with the Platform.
2. The Organizer is not permitted to reverse engineer, copy, or use the software for purposes other than those described in these terms.

1. Term: The Agreement is entered into for an indefinite period or for the duration of the event.
2. Immediate Termination: The Platform may suspend or terminate the Agreement immediately if:
   • The Organizer acts in violation of these terms or the law.
   • Bankruptcy or suspension of payment is filed for the Organizer.
   • The Organizer has provided incorrect or misleading information.
   • There is fraud or an unacceptably high number of chargebacks.
   • The PSP terminates the cooperation with the Organizer or the Organizer does not successfully complete the KYC procedure.
3. Consequences: Upon termination, all outstanding claims of the Platform become immediately due and payable. The Platform retains the right to block (e)Tickets.

1. These terms and the Agreement are exclusively governed by Dutch law.
2. All disputes arising from this Agreement shall be submitted exclusively to the competent court in the district of Utrecht, unless mandatory law prescribes otherwise.