Terms and conditions
These General Terms and Conditions apply from 21 November 2022
These Terms and Conditions apply to the agreement between Ticketpatron (defined below) and the Organizer (defined below) for the use of the System (defined below) for the purpose of selling tickets for events.
In these General Terms and Conditions the following definitions apply:
a. Account: a digital account created by Ticketpatron for the Client on a secure part of Ticketpatron's website with which the Contact Person can use the System using the Login Code and can request and/or implement changes and in which the applicable General Terms and Conditions, the Agreement, reports and, among other things, the following data of the Client: organization name, bank account number (IBAN), invoicing (email) address, relevant (sub)domain name, the name of the Contact Person, the Chamber of Commerce number and optionally the VAT number.
b. General Conditions: these General Conditions of Ticketpatron.
c. Visitor: the natural person or legal entity who purchases a Ticket from the Client for an Event via the System.
d. Contact person: employee(s), owner and/or director of the Client designated by the Client who is authorized to log into the Account and manage it.
e. User: an employee designated by the Client who is authorized to log into the System.
f. Services: the provision of the System by Ticketpatron via the internet, including its management, maintenance and hosting, as well as the development of new versions of the System, whereby (new) parts of the System are not specifically developed or maintained for the Client.
g. Event: the public or private event organized by or on behalf of the Client.
h. Additional Services: services provided by Ticketpatron, not being the Services.
i. Login code: unique access code that, together with the user name, gives the Contact person access to the System.
j. Client: the natural person or legal entity acting in the exercise of a profession or company with whom Ticketpatron has entered into an Agreement for the provision of Services.
k. Agreement: the agreements laid down in a (digital) form, document or otherwise on the basis of which Ticketpatron provides the Services and/or Additional Services referred to therein to the Client.
l. Processing Agreement: the processing agreement between the Client and Ticketpatron, which can be consulted via https://www.ticketpatron.com/uploads/files/verwerkersvoorwaarden.pdf
m. Ticketpatron: the private company with limited liability Ticketpatron B.V., with its registered office and principal place of business in (3212 LE) Simonshaven at Garsdijk 9, the Netherlands, registered under number 67773877 at the Chamber of Commerce and VAT number NL857168794B01.
n. System: the online platform made available by Ticketpatron to the Client for the sale of Tickets.
o. Payment Service Provider: the provider of the service, with which Ticketpatron has concluded an agreement, for accepting electronic payments via various payment methods for the purchase of Tickets by the Visitor.
p. Sub-merchant Account: a virtual account that is managed via the system at the Payment Service Provider with which the Client can make and receive electronic payments.
q. Ticket(s): the admission ticket of an Event or products and services related to the Event organized by or on behalf of the Client, which is offered by the Client to Visitors through the System.
r. Rates: the agreed fees for the use of the System and the costs for providing Additional Services as referred to in Article 8 of these Conditions.
2. Applicability of General Terms and Conditions and conclusion of Agreement
a. These General Terms and Conditions apply to all offers and Agreements whereby Ticketpatron supplies products and Services of any nature whatsoever to the Client, including the use of the System by the Client, even if these products and/or services are not (further) described in this Terms and Conditions are described.
b. In addition to these General Terms and Conditions, the parties acknowledge that they have read and agree to the terms and conditions of the Processor Agreement.
c. Ticketpatron explicitly rejects the applicability of any other (general) terms and conditions of the Client and/or third parties.
d. Agreements and the amendments thereto are concluded at the moment that the Client has completed the steps necessary for registration or amendment, has completed all requested information correctly and completely, and Ticketpatron has sent the electronic confirmation to the Client that the application or amendment has been accepted. . Ticketpatron can reject an application or proposed change without giving reasons.
e. The Client will provide all information requested by Ticketpatron both online and offline completely and truthfully and will adjust changes to this information in the Account as soon as possible. Ticketpatron uses the e-mail address entered by the Client to send information to the Client, the risk of not receiving communication due to imperfections in the e-mail address or the Client's e-mail facility otherwise not functioning rests with the Client. br> f. Ticketpatron is not obliged to check the correctness and completeness of the information provided by the Client and Visitors and is therefore not liable for the consequences of using incorrect and/or incomplete information provided by the Client and/or Visitors.
3. Subject of the Agreement
Ticketpatron offers the Client the possibility to use the System for the sale of Tickets to Visitors for events organized by the Client or products and services related to the Event.
b. The sale of Tickets by the Client to Visitors takes place via the System. Ticketpatron is expressly not a party to this sales transaction. There is therefore only an agreement between the Client and the Visitor. The Client will clearly communicate to Visitors that any agreement regarding the purchase and sale of Tickets is concluded exclusively between the Client and Visitors.
c. During the term of the Agreement, the Client grants Ticketpatron the exclusive right to carry out the electronic sale of Tickets for the Client.
4. Term and Termination of the Agreement
a. The Agreement is entered into for a period of one (1) year, unless the Client and Ticketpatron have agreed on a different term and have recorded this in the Agreement. The period is always tacitly extended by a period of one (1) year, unless the Client or Ticket Patron has terminated the Agreement in writing no later than one (1) month before the end of the moment of renewal. In the event of late cancellation by the Client, the Client owes Ticketpatron a fee equal to the fee calculated in accordance with Article 8.b of these General Terms and Conditions.
b. The Client and Ticketpatron have a best efforts obligation to ensure that the sale of Tickets takes place via the System of Ticketpatron as soon as possible after concluding the agreement, unless otherwise agreed.
c. In addition to what is stipulated elsewhere in these General Terms and Conditions and in addition to the legal possibilities to do so, a party may:
I. without any reminder or notice of default being required, terminate the Agreement out of court by registered letter, if the other party is declared bankrupt, (provisional) suspension of payment has been requested or granted by it, dissolution or liquidation of its company takes place other than for the purpose of merging companies, the company activities are terminated or are relocated outside the European Union, are subject to an enforcement order, are placed under administration or guardianship or are no longer deemed, on reasonable grounds, to be able to fulfill the obligations under of the Agreement;
II. dissolve the Agreement out of court by means of a registered letter, if the other party fails to fulfill an agreed obligation and after written notice of default remains in default for more than fourteen days to fulfill its obligations; d. In addition to what is stipulated elsewhere in these General Terms and Conditions and the law possible, Ticketpatron is entitled to block the Client's access to the System in whole or in part or to dissolve the Agreement, if:
I. The Client uses the System for a purpose other than that for which Ticketpatron has made the System available to the Client in accordance with the agreements made or uses the System to store, edit, process or otherwise enter data that is unlawful or manifestly unlawful towards third parties; br> II. The Client attempts to make changes to the System by itself or with the help of third parties and in any way whatsoever;
III. Client uses the System directly or indirectly to enter into agreements with Visitors whose content or purport is contrary to the law, morality or public order, or to conclude agreements with Visitors that are qualified as offensive or fraudulent in terms of content or purport , which is at the sole discretion of Ticketpatron.
5. Access to the Account, Login code and reports
a. The Login Codes provided to the Client by Ticketpatron are non-transferable, strictly personal and exclusively for use by Contact Persons or persons designated by Contact Persons for the benefit of the Client's organisation. The Client ensures that the Contact Person who obtains a Login Code is authorized by the Client to do so and is aware of the obligations under the Agreement. The Client is responsible for the confidentiality and careful use of the Login Codes by Contacts, and for compliance with this Agreement.
b. The Client takes effective security measures to prevent unauthorized access to the System.
c. The Client is responsible for any use of the System, with or without its permission through its internet access and/or Login Codes.
d. In the event of loss and/or unauthorized use of the Login Code(s) and/or Account, or if the Client suspects this, the Client must immediately block the relevant Login Code(s).
e. Ticketpatron is entitled to block the Login Code if it has serious suspicions or knows that it is being used in violation of the Agreement. Ticketpatron will inform the Client of this. Ticketpatron is not liable for damage suffered by the Client caused by blocking, use or loss of the Login Code(s). The obligation to pay remains during the blocking period.
f. Via the Account, Ticketpatron provides the Client with insight into the volume and status of the sale of Tickets by the Client to Visitors. Each separate transaction between Visitor and Client can be viewed by Client via his Account.
g. Any invoicing, providing reports, making announcements and other communication between Ticketpatron and the Client takes place via email and/or publication on the Account.
h. The Client undertakes to immediately make available to Ticketpatron all information that, in the opinion of Ticketpatron, is necessary for the execution of the Agreement and the optimal functioning of the System in a manner to be indicated by Ticketpatron.
6. Using the System
a. The Client is liable if the System is not used by its Contact Person, Users and Visitors in accordance with Ticketpatron's User Conditions.
b. The client is responsible for the availability and functioning of the (peripheral) equipment used by him, configuration and internet connection and possible integration into his website and linking with other applications used by it.
c. Ticketpatron is not liable for unauthorized use of the System and/or use of the Account and/or fraudulent acts by Visitors, Contact Person and Client. In the event of irregularities, the Contact Person in question will immediately contact Ticketpatron and, if necessary, block the access of Visitors and/or Users as soon as possible. Client is liable and responsible for damage resulting from (alleged) improper use of the Account.
7. Settlement, payouts, refunds, chargebacks and subscriptions
a. The Client creates a Sub-merchant Account with the Payment Service Provider to collect payments from Visitors for the sale of Tickets by the Client to the Visitor.
b. The Client can at any time proceed with payment to the bank account specified by the Client when opening the Sub-merchant Account. The maximum amount to be paid out consists of settled funds minus a balance that covers the risk of chargebacks and the costs, including VAT, for the payment of funds.
c. The Client determines the refund policy. Ticketpatron is not authorized to exchange Tickets or make refunds. In the event of cancellation of an Event, it is the responsibility of the Client to refund the Tickets. Refunds can be made directly through the System.
d. Chargebacks carried out by the Visitor are debited directly from the Sub-merchant Account of the Client. Ticketpatron will dispute the chargeback if it is considered illegal and if the dispute is won, the debited amount will be refunded to the Sub-merchant Account of the Client.
e. The payments made by Visitors for the purchase of Tickets, payments, refunds and chargebacks are settled directly on the Sub-merchant Account with deduction of the fees agreed with the Client, including VAT, as stated in Article 8 of the General Terms and Conditions.
8. Rates and payment
Ticketpatron will charge the Client the agreed Rates as set out in the Agreement and the Account. In principle, payment to Ticketpatron takes place by settlement as laid down in Article 7.
b. The Rates are determined on the basis of a fixed rate.
c. All prices and rates of Ticketpatron include VAT.
d. Ticketpatron has the right to adjust the Rates in the interim if these are the result of legal regulations or provisions, exchange rates, inflation corrections, price increases for the services to Ticketpatron - also if this is the result of foreseeable circumstances. Such a price adjustment does not entitle the Client to dissolve the agreement or have it dissolved.
e. Payment of the Rates charged to the Client by Ticketpatron takes place in the manner described in Article 7 of these General Terms and Conditions. If set-off is not possible in whole or in part, the fees will be collected from the Client's bank account by direct debit. The Client will authorize Ticketpatron for this payment procedure when entering into the Agreement.
f. If Ticketpatron provides Additional Services at the request of the Client, these Additional Services will be charged by Ticketpatron to the Client in accordance with the agreed prices and/or Rates.
9. Management, maintenance availability of the System
Partly with a view to maximizing the Tickets to be sold by the Client, Ticketpatron will endeavor to ensure that the System functions properly, manages and maintains it at all times. Ticketpatron has the right to adjust the technical and functional properties of the System. The modified System will be made available to the Client. Ticketpatron strives for the highest possible availability, quality and security of the System.
b. Ticketpatron makes every effort to detect and repair any errors in the System.
c. Ticketpatron has the right to temporarily decommission the System for maintenance, management or adjustments. Ticketpatron's aim is to report the decommissioning to the Client in advance.
Ticketpatron makes every effort to provide (technical) support to Users and Visitors by telephone, e-mail and/or through its website in the context of solving technical problems with the use of the System. In the event that the Client makes a disproportionate use of Ticketpatron, the Client may be asked to purchase training or advice for its staff for a fee. Where appropriate, Ticketpatron can charge additional work for the disproportionate appeal to Ticketpatron.
11. Personal data, privacy and risk storage information
Ticketpatron ensures careful storage of the (personal) data and information originating from the Client and Visitors. Barring proof to the contrary, Ticketpatron is deemed to have fulfilled this obligation.
b. However, the Client bears the risk of damage or destruction of the data and/or information stored in the System, unless the damage or destruction is due to intent and/or deliberate recklessness on the part of Ticketpatron. Ticketpatron is therefore not liable for any damage resulting from the data entered by the Client and/or Visitors.
12. Intellectual Property
Ticketpatron or its licensor retains all intellectual property rights to works made available or developed to the Client in the context of the performance of an Agreement, including but not limited to the System, information and/or documentation. The Client's right to use the System is non-exclusive and non-transferable. Ticketpatron is authorized to take technical or functional reasonable measures to protect its rights and to end possible infringement of third party rights.
b. The Client is entitled to place content (video, photo, audio) in Ticketpatron's System, and the Client indemnifies Ticketpatron against all claims from third parties with regard to alleged infringements of intellectual property rights (including copyright, trademark law, database law and patent) on this content. .
c. The Client grants Ticketpatron a right of use to any database rights of the Client on the data obtained from it in the context of the Agreement for the Services to be provided by Ticketpatron.
d. The Client may use the trade name and trademarks of Ticketpatron in its communication and link it to https://www.Ticketpatron.co/, only for the promotion of its Events or of Ticketpatron.
a. The Client indemnifies Ticketpatron against claims from third parties, including Visitors, due to damage resulting from the provision of incorrect or incomplete information by the Client.
b. The Client indemnifies Ticketpatron against claims from Visitors and third parties for compensation of damage that they could recover from Ticketpatron in any way, insofar as these claims are based on the use made by the Client and/or Visitor of the System. c. The Client indemnifies Ticketpatron at its first request, if Ticketpatron is held liable, in any sense whatsoever, by or on behalf of a Visitor with regard to the content and/or the proper fulfillment or not of the agreement(s) that the Client and Visitor have concluded with each other. have concluded, for example in the event of cancellations, as well as the related communication from the Client to the Visitor, or any other possible form of shortcoming and/or wrongful act by the Client towards the Visitor.
d. Ticketpatron is entitled to recover from the Client all costs incurred by it in and out of court in connection with legal and/or financial disputes that have arisen between the Visitor and the Client.
Ticketpatron's liability due to an attributable shortcoming in the fulfillment of the Agreement only arises if the Client gives Ticketpatron written notice of default as soon as possible, whereby a reasonable period is also set for remedying the shortcoming and if Ticketpatron is also attributable after that period. continues to fail in the fulfillment of its obligations. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that Ticketpatron is able to respond adequately. This does not affect the rights of the Client under Article 4.
b. Ticketpatron is only liable towards the Client for damage or loss as a result of non-compliance with the Agreement, late or improper performance or due to an unlawful act, insofar as this damage is the result of intent, deliberate recklessness or gross negligence on the part of Ticketpatron or third parties. whom Ticketpatron uses. Ticketpatron's total liability is limited to compensation for direct damage up to a maximum of the amount charged to the Client on the basis of the Agreement during the last year. c. Ticketpatron is not liable for indirect damage, in any form whatsoever, including consequential damage, lost profit, missed savings and damage due to business interruption.
d. Ticketpatron is not liable for damage that is the direct or indirect result of Tickets counterfeited by Visitors or third parties or other misuse or unlawful use of Tickets by Visitors or third parties. e. Ticketpatron is not liable for damage suffered by the Client caused by chargebacks or complaints - for whatever reason and in whatever form - from Visitors. The damage resulting directly or indirectly from this will be borne by the Client.
f. The aforementioned limitations of liability are also stipulated for the benefit of third parties engaged by Ticketpatron, who can therefore invoke this limitation of liability.
15. Force majeure
a. In a situation of force majeure, which is the case, among other things, if a non-compliance by one of the parties cannot be attributed to it, because it is not due to the fault of that party nor by law, legal act or in traffic prevailing views, if the said period of force majeure lasts longer than 40 days, each party is entitled to terminate the agreement, without any obligation to pay compensation in that case.
b. In the following cases, the parties agree that there is in any case force majeure as referred to in the previous paragraph of this article: I. in the event of non-performance or delay of performance - other than as a result of intent, deliberate recklessness or gross negligence on the part of Ticketpatron; II. due to the destruction, in any way whatsoever, of servers, back-ups and other equipment used by Ticketpatron, as well as malfunctions in telephone and internet traffic; and/or
III. in the event of non-performance or delay of performance by Ticketpatron as a result of acts of sabotage - whether or not with terrorist intent - by third parties, including actions by so-called 'hackers' and/or 'crackers'.
16. Applicable law and competent court
a. All agreements with Ticketpatron are exclusively governed by Dutch law.
b. All disputes arising from the Agreement or the General Terms and Conditions applicable to it will be submitted to the competent court in Rotterdam.
Where in these General Terms and Conditions Ticketpatron undertakes to make a written notification, Ticketpatron is entitled to make this notification electronically, such as, for example, but not exclusively via an e-mail message, a notification in the System.
b. Obvious mistakes and/or writing errors on the Ticketpatron website or in quotations, order confirmations, Tickets and/or other documents do not bind Ticketpatron.
c. If one or more of the provisions of these General Terms and Conditions or any other agreement with Ticketpatron is null and void or should be annulled, the other provisions of these General Terms and Conditions and/or that agreement will remain in full force. Ticketpatron will replace the provision in question with a new comparable provision to be determined by it.
d. Ticketpatron reserves the right to change the General Terms and Conditions and to declare the changed General Terms and Conditions applicable to Agreements.