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GENERAL TERMS AND CONDITIONS

ARTICLE 1. DEFINITIONS

In these General Terms and Conditions, the following definitions are used:

  1. Avayo: the user of these general terms and conditions, located at Buitenvaart 2110-12, 7905 SX in Hoogeveen, supplier of e-ticket software and scanning equipment, registered in the Chamber of Commerce under registration number: 82415870.
  2. Client: the party, acting in the course of a profession or business, with whom Avayo has entered into an agreement.
  3. E-ticket shop: the software to be provided by Avayo to the client under the agreement for the production of e-tickets.
  4. Agreement: the agreement between the client and Avayo, whereby Avayo undertakes to deliver the e-ticket shop and/or scanning equipment.
  5. E-ticket: the admission ticket purchased by the consumer pursuant to an agreement between him and the client, which is produced by the e-ticket software and grants the consumer access to an event organized by or on behalf of the client.
  6. Consumer: the party, not acting in the course of a profession or business, with whom the client enters into an agreement regarding the purchase of one or more e-tickets.

  7. Barcode: the code on an e-ticket by which its validity can be verified through scanning equipment.

ARTICLE 2. GENERAL

  1. These general terms and conditions apply to every offer and every concluded agreement between the client and Avayo.
  2. The applicability of the client’s general terms and conditions is explicitly rejected.
  3. In the event that one or more provisions in these general terms and conditions conflict with the provisions in the agreement, the clauses included in the agreement shall apply.
  4. Deviation from provisions in these general terms and conditions is only possible in writing.

  5. The nullity or invalidity of any of the provisions herein shall not affect the validity of the remaining provisions. In such cases, the parties will enter into consultations to establish a replacement arrangement, aiming to preserve the purpose and intent of the original provision to the greatest extent possible.

     
     

ARTICLE 3. OFFERS AND FORMATION OF THE AGREEMENT

  1. Each offer and quotation is non-binding and is subject to the condition of sufficient availability of the services and products to be provided.
  2. Unless expressly stated otherwise, an offer does not automatically apply to future orders.

  3. The agreement is concluded at the moment when the written agreement is signed by both Avayo and the client.

     
     

ARTICLE 4. AGREEMENT CONTENT

  1. Avayo commits itself to the client solely to what is laid down in the signed agreement by the parties and the provisions of these general terms and conditions.
  2. Avayo provides the e-ticket shop to the client and provides the necessary instructions for its proper implementation on their website. Based on these instructions, the client is responsible for independently ensuring the implementation.
  3. The fulfillment to the client of payments made by the consumer for the purchase of e-tickets is carried out in accordance with Article 5 of these general terms and conditions.
  4. Unless expressly agreed otherwise, Avayo delivers one e-ticket shop per concluded agreement.
  5. Regarding the e-ticket shop, the client has the option to choose from a limited number of standard layout templates.

  6. Avayo undertakes to provide the e-ticket shop to the client in accordance with one branding style of the client’s website through the delivery of a specific standard layout template. Subsequent modifications to the layout of the e-ticket shop will be charged to the client as additional work.

     
     

ARTICLE 5. PAYMENT OF TICKET FEES

  1. The payment of the payments referred to in Article 4.3 of these general terms and conditions is made on the basis of an agreement between the client and a Payment Service Provider for this purpose.
  2. Avayo only acts as an intermediary in the conclusion of the agreement referred to in paragraph 1. Avayo is not a party to this agreement.

  3. The Payment Service Provider provides its services subject to the possible applicability of its own general terms and conditions.

     
     

ARTICLE 6. AGREEMENT DURATION

  1. If the agreement has been entered into for a specified period, the agreement shall terminate without the requirement of notice on the last day of the month in which this specified term has expired.

  2. If the agreement has been entered into for an indefinite period, the client is entitled to terminate the agreement with one month’s notice.

     
     

ARTICLE 7. SCANNING EQUIPMENT

  1. Unless a specific term has been expressly agreed upon for the provision of scanning equipment to the client under a lease or loan agreement, the client loses the right to use the scanning equipment at the moment the agreement ends in accordance with Article 6. From that moment onwards, the client is obliged to return the scanning equipment to Avayo as soon as possible. The costs of shipping the scanning equipment shall be borne by the client.
  2. To the extent that the provision of scanning equipment is made under a lease or loan agreement, the client is obligated to keep the equipment in good condition as a prudent user.
  3. The client shall promptly notify Avayo of any defects in the delivered scanning equipment. The delivered scanning equipment shall be deemed to conform to the agreement if the client does not promptly notify Avayo of the defect after the moment when the client should reasonably have become aware of it.
  4. The client is obligated to compensate Avayo for any damage to the delivered scanning equipment under a lease or loan agreement, unless the damage cannot be attributed to the client under Article 6:162 of the Civil Code.

  5. Except for paragraphs 1 and 3 of this article, Article 10 of these general terms and conditions applies mutatis mutandis to the agreement concerning the provision of scanning equipment.

     
     

ARTICLE 8. CLIENT'S RESPONSIBILITIES

  1. The client is obliged to timely provide Avayo with all data and other information relevant to the proper execution of the agreement and to provide all cooperation.
  2. The client is responsible for the accuracy and completeness of all data and other information provided by them.
  3. If the data or other information referred to in paragraph 1 are not available to Avayo, not provided on time, or otherwise not in accordance with the agreements, Avayo is entitled to suspend the execution of the agreement until the client has fulfilled their obligations in full. All associated extra costs will be charged to the client in accordance with the usual rates.

  4. The client is obliged to inform the consumer about regulations regarding the processing of personal data in accordance with the Personal Data Protection Act. The client acknowledges that, for the proper execution of the agreement, Avayo will collect personal data from the consumer. The client indemnifies Avayo from claims by the consumer regarding their rights arising from the Personal Data Protection Act.

     
     

ARTICLE 9. INTERIM TERMINATION OF THE AGREEMENT

  1. If the client fails to fulfill, properly fulfill, or timely fulfill their obligations under the agreement, or if there is reasonable doubt that the client will fulfill their contractual obligations towards Avayo, Avayo is entitled to terminate the agreement in whole or in part, without being obliged to any form of compensation, and without prejudice to Avayo’s other rights. The client remains obligated to pay the agreed compensation.
  2. If one of the parties is in bankruptcy, terminates its business, or applies for a moratorium on payments, the counterparty is entitled to terminate the agreement, with the services already delivered being eligible for compensation.

  3. Furthermore, the parties are entitled to terminate the agreement in whole or in part if circumstances arise which are of such a nature that the fulfillment of the agreement is impossible or, according to standards of reasonableness and fairness, it can no longer be expected that one of the parties will continue to maintain the agreement (in its unchanged form).

     
     

ARTICLE 10. PRICES AND PAYMENTS FOR SERVICES

  1. Except for additional work, the client owes Avayo a fee per delivered unique barcode and a fee per transaction performed by the consumer.
  2. The applicable prices are determined in the agreement.
  3. Payments due from the client will be invoiced monthly or weekly in arrears.
  4. The payments due will be deducted from the ticket proceeds to be paid out.
  5. In other cases, payments must be made within thirty days after the invoice date in the manner prescribed by Avayo.
  6. Unless expressly stated otherwise, all amounts are exclusive of VAT.
  7. If timely payment is not made, the client is automatically in default. From the moment default occurs, the client is liable for statutory interest. The period over which statutory interest is calculated ends on the day the full outstanding amount is paid.
  8. Reasonable costs for fulfilling overdue payments, for which the client is in default, shall be borne by the client. Extrajudicial costs shall be calculated based on what is customary in the Dutch debt collection practice, currently according to the Report Voorwerk II.

  9. If the client is in bankruptcy, applies for a moratorium on payments, or terminates its business operations, all outstanding claims against the client shall become immediately due and payable.

     
     

ARTICLE 11. INTELLECTUAL PROPERTY

  1. All rights to the software used for the execution of the agreement are solely owned by Avayo. The client only acquires the right to use the software provided by Avayo.

  2. The client is prohibited from copying or otherwise reproducing the provided software.

     
     

ARTICLE 12. INDEMNIFICATION

  1. The client indemnifies Avayo against claims from the consumer regarding any breach of the agreement between the client and the consumer, and any other form of unlawful conduct by the client towards the consumer.

  2. The client indemnifies Avayo against claims from third parties for damages caused by incorrect or incomplete information provided to Avayo.

     
     

ARTICLE 13. LIABILITY

  1. If Avayo fails to fulfill its obligations under the agreement, attributable to it, it must be notified in writing by the client. Unless performance is permanently impossible, the notice of default must set a reasonable period within which Avayo can still fulfill its obligations. The notice of default must contain the most detailed description possible of the deficiency.
  2. Except in cases of intent or gross negligence, Avayo is not liable for any damage to the client or third parties.
  3. Avayo is not liable for consequential damages, including lost profits.
  4. Avayo is not liable for damages resulting from disruptions or maintenance in the software used for the execution of the agreement.
  5. Avayo is not liable for misuse, counterfeiting of e-tickets, or other unlawful actions by the consumer or third parties.
  6. Avayo is never liable for damages resulting from circumstances not attributable to its fault, nor for damages that, pursuant to law, legal act, or generally accepted principles, are not attributable to Avayo. This includes damages resulting from government measures, shortcomings of third parties on whom Avayo depends, and malfunctions in software and other technical facilities necessary for the execution of the agreement that occur beyond Avayo’s control.
  7. If, notwithstanding the provisions of this article, it is irrevocably established that there is nevertheless any legal ground for compensation, liability is limited to a maximum of the price agreed for the relevant agreement, or at least to that part of the agreement to which the liability relates.

  8. Under no circumstances will Avayo’s liability exceed the amount that its business liability insurance pays out under the given circumstances in the relevant case.

     
     

ARTICLE 13. LIABILITY

  1. The Dutch law applies to every agreement.
  2. Parties shall first resort to the courts after having made every effort to settle the dispute amicably.
  3. The version of these general terms and conditions provided or deposited at the time of the conclusion of the agreement shall always apply.
  4. Unless a mandatory legal provision prescribes otherwise, only the court or the sub-district sector in the district of Avayo’s registered office is competent to hear disputes.

Version 1.0.2 (December 21, 2021)

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