GENERAL TERMS AND CONDITIONS BOOQI.ME B.V.
Booqi.me B.V. (hereinafter: “Booqi”) is registered with the Dutch Chamber of Commerce under number 83413286 and is established at Velmolenweg 54 A, 5404 LD Uden, The Netherlands.
RSIN: 862864690.
Article 1 – Definitions
In these general terms and conditions, the following capitalized terms shall have the following meaning, unless expressly stated otherwise.
Offer
Any quotation, offer, price indication or proposal of Booqi to perform Services and/or deliver Products.Account
The digital environment within the Web Application made available to the Client and through which access to the SaaS Service is obtained.Business
Any natural person or legal entity acting in the exercise of a profession or business.Booqi
The private limited liability company Booqi.me B.V., established in Uden and registered with the Dutch Chamber of Commerce under number 83413286.Services
All activities and services performed by Booqi, including but not limited to making the SaaS Service available, hosting, maintenance, support, installation, implementation, onboarding, training and other related activities.User
A natural person who, on behalf of and under the responsibility of the Client, has access to the Web Application and makes use of the SaaS Service.Hardware
All physical products supplied by Booqi, including but not limited to POS systems, scanners, printers, terminals, kiosks and other peripheral equipment.Module Request
A request submitted by the Client for the expansion, modification or addition of functionality within the existing SaaS Service.Net Revenue
The revenue generated through the Web Application from ticket sales, excluding VAT, refunds, chargebacks and payment provider costs, unless expressly agreed otherwise.Maintenance
All activities performed by Booqi to improve, adjust, secure or optimize the SaaS Service, including updates, upgrades, bug fixes and technical adjustments.Client
The Business that enters into an Agreement with Booqi or intends to enter into such an Agreement.Agreement
Any agreement between Booqi and the Client with regard to the provision of Services and/or the delivery of Hardware, to which these general terms and conditions apply.Prioritization Fee
A fee paid by the Client that solely serves to obtain priority within Booqi’s development planning and which expressly does not qualify as compensation for custom development, contract work or transfer of intellectual property rights.Products
The Hardware offered and delivered by Booqi.Roadmap
A publicly or internally published planning or outlook with regard to (intended) developments of the SaaS Service, which is expressly indicative and non-binding.SaaS Service
The remote provision via the internet of the Web Application, including hosting and maintenance, for the purpose of ticket sales, access validation and point-of-sale functionality.Service Credits
Any financial compensation in the form of a credit on an invoice of the Client, which solely serves as a contractually agreed remedy and does not qualify as a penalty or damages.Web Application
The software environment developed and managed by Booqi that is made accessible to the Client via the internet.Where these general terms and conditions refer to “in writing”, this shall also include communication by email or via the Client’s Account.
Article 2 – Applicability
These general terms and conditions apply to every Offer of Booqi, every Agreement between Booqi and the Client, and to all Services and Products delivered by Booqi.
These general terms and conditions apply exclusively to agreements with Clients acting in the exercise of a profession or business. The applicability of consumer legislation is expressly excluded.
The applicability of any general terms and conditions or other conditions of the Client is expressly rejected.
Deviations from these general terms and conditions are only valid if they have been expressly confirmed in writing by Booqi. No rights can be derived by the Client from such deviations for future legal relationships.
These general terms and conditions also apply to additional, amended and follow-up assignments of the Client.
If one or more provisions of these general terms and conditions are wholly or partially void or are annulled, the remaining provisions shall remain in full force and effect. The void or annulled provision shall then be replaced by a provision that corresponds as closely as possible to the purpose of the original provision.
In the event of ambiguity regarding the interpretation or content of one or more provisions of these general terms and conditions, or if a situation occurs that is not expressly regulated, the interpretation shall take place in accordance with the spirit and purpose of these general terms and conditions.
In the event of a conflict between the provisions of the Agreement and these general terms and conditions, the provisions of the Agreement shall prevail.
The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is expressly excluded.
Rights and obligations under the Agreement may not be transferred by the Client to third parties without prior written consent of Booqi. Booqi is entitled to attach conditions to such consent.
If Booqi has not always demanded strict compliance with these general terms and conditions, Booqi expressly reserves the right to demand full compliance with these general terms and conditions at a later time.
Article 3 – The Offer
All Offers made by Booqi are without obligation, unless expressly stated otherwise in writing.
An Offer is valid for thirty (30) days after the date thereof, unless another period is stated in the Offer. Booqi is only bound by an Offer if its acceptance by the Client has been confirmed in writing within this period.
Booqi is entitled to refuse to enter into an Agreement with a (potential) Client without stating reasons.
The Offer contains a description of the Services and/or Products offered. Obvious mistakes, clerical errors or inaccuracies in the Offer do not bind Booqi.
Images, specifications, technical data and other descriptions in brochures, presentations or on the website of Booqi are indicative and cannot give rise to compensation, termination or suspension of any obligation.
Delivery periods, implementation periods or other periods mentioned in the Offer are indicative and never constitute strict deadlines, unless expressly agreed otherwise in writing.
A composite price quotation does not oblige Booqi to perform part of the Services or deliver part of the Products for a corresponding part of the stated price.
Offers do not automatically apply to follow-up assignments, expansions or Module Requests.
Article 4 – Formation of the Agreement
An Agreement is concluded at the moment that the Client has accepted an Offer of Booqi in writing or digitally and such acceptance has been confirmed by Booqi, or at the moment Booqi commences the execution of the Agreement.
If the acceptance by the Client deviates (whether or not on minor points) from the proposal included in the Offer, Booqi shall not be bound by it. In such case the Agreement shall not be concluded in accordance with this deviating acceptance, unless Booqi expressly confirms otherwise in writing.
If the Client creates an Account, accepts a digital agreement through the Web Application or otherwise electronically agrees to an Offer, this shall be regarded as a legally valid and binding acceptance of the Agreement.
Booqi is entitled, before or after the formation of the Agreement, to request additional information regarding the financial position or creditworthiness of the Client. If Booqi has reasonable grounds to doubt the Client’s ability to fulfil its obligations, Booqi is entitled to suspend the execution of the Agreement or to require additional security.
Oral commitments, agreements or statements made by employees or third parties only bind Booqi if these have been expressly confirmed in writing by an authorized representative of Booqi.
If the Agreement is concluded by multiple Clients, they shall be jointly and severally liable for the fulfilment of all obligations under the Agreement.
Booqi is entitled to engage third parties for the execution of the Agreement without prior consent of the Client.
Article 5 – Duration and termination of the Agreement
Unless expressly agreed otherwise, the Agreement is entered into for an initial fixed term of twelve (12) months, commencing on the date of acceptance. During this initial term, interim termination by the Client is not possible.
After expiry of the initial term, the Agreement shall automatically be renewed for an indefinite period, unless the Agreement is terminated in writing no later than one (1) month before the end of the initial term.
After renewal for an indefinite period, the Agreement may be terminated by either party in writing with due observance of a notice period of one (1) month.
Termination must be effected by email or in writing. The termination shall be deemed received at the moment it has been received by Booqi at the designated (email) address. Booqi shall confirm receipt of a termination within two (2) working days; the absence of such confirmation shall not affect the validity of the termination.
Booqi is entitled to suspend the Agreement in whole or in part if the Client imputably fails to fulfil its obligations and, after written notice of default, fails to remedy such failure within fourteen (14) days.
Booqi is entitled to terminate the Agreement with immediate effect if:
a. the Client is declared bankrupt, applies for suspension of payments or ceases its business activities;
b. there is a serious security threat, fraud or abuse for which immediate measures are necessary; or
c. Booqi is required to do so under applicable laws or regulations.Termination or expiry of the Agreement does not release the Client from its payment obligations up to and including the date on which the Agreement has legally ended.
Article 6 – Description of the SaaS Service
Booqi grants the Client access to the SaaS Service, consisting of the Web Application for ticket sales, access validation and point-of-sale functionality, including associated hosting, Maintenance and support.
Booqi acts solely as a technical facilitator of ticket sales and access validation and is not a party to the agreement concluded between the Client and the ticket buyer. The Client remains fully responsible for (i) the organization and execution of the event or activity, (ii) the content and conditions of tickets, (iii) communication with ticket buyers, and (iv) the handling of complaints, refunds and other claims of ticket buyers.
The Client fully indemnifies Booqi against all claims from ticket buyers, visitors or other third parties arising from or related to ticket sales, access, cancellation, modification, refunds or the execution of the event or activity.
The Client remains at all times responsible for an appropriate emergency procedure for access control (including offline validation or manual control), in order to ensure access to the location.
The SaaS Service is made available to the Client on the basis of a best-efforts obligation. Booqi does not guarantee that the SaaS Service will function without interruptions, errors or failures at all times.
The SaaS Service is offered in the condition in which it is provided (“as is”), with the functionalities and characteristics available at the time it is made available.
Booqi is entitled to modify, expand, limit or remove the SaaS Service, the Web Application and its functionalities in the context of Maintenance, further development, security, compliance or business operations.
Statements regarding availability, performance, uptime, security, certifications, support or further development of the SaaS Service, including but not limited to information on the website, in documentation, presentations, offers or a Roadmap, are indicative and do not constitute a guarantee or result obligation unless expressly agreed otherwise in writing.
Booqi is entitled to carry out Maintenance work on the SaaS Service, during which the SaaS Service may be temporarily unavailable in whole or in part. Such activities do not entitle the Client to compensation, termination or suspension.
Booqi is not responsible for the accuracy, completeness or suitability of data processed through the SaaS Service by the Client or Users.
Use of the SaaS Service is entirely at the risk of the Client.
Article 7 – Right of use and license
Booqi grants the Client, for the duration of the Agreement, a non-exclusive, non-transferable and non-sublicensable right to use the SaaS Service and the Web Application for the purpose of the Client’s own business operations.
The right of use is limited to the number of Accounts and Users as agreed or as reasonably follows from the type of subscription of the Client.
The Client is responsible for the management of Accounts and the authorizations of Users. Actions performed through an Account are deemed to have been performed by or on behalf of the Client.
The Client is not permitted to:
a. copy, reproduce, modify or otherwise edit the SaaS Service or the Web Application;
b. rent, lease, sell or otherwise make the SaaS Service available to third parties;
c. obtain or attempt to obtain source code through reverse engineering, decompilation or otherwise;
d. circumvent or remove security measures or technical restrictions;
e. use the SaaS Service for unlawful purposes or in violation of applicable laws or regulations.The right of use does not grant the Client any entitlement to transfer of intellectual property rights relating to the SaaS Service, the Web Application or any Module.
Booqi is entitled to suspend or limit the right of use if the Client acts in violation of the Agreement or these general terms and conditions.
If the Agreement ends, the right of use shall terminate by operation of law and the Client must immediately cease all use of the SaaS Service.
Article 8 – Module requests and further development
The Client may submit a Module Request regarding the expansion, modification or addition of functionalities within the existing SaaS Service.
A Module Request explicitly does not qualify as contract work, custom development or a separate software development agreement. The development of a Module forms an integral part of the further development of the SaaS Service.
If Booqi decides to process a Module Request, Booqi may charge a separate fee. Such fee shall qualify exclusively as a Prioritization Fee.
The Client expressly waives any right to source code, ownership, exclusivity or compensation with regard to developed Modules, regardless of the payment of a Prioritization Fee.
Payment of a Prioritization Fee only grants the Client priority within Booqi’s development planning and never entitles the Client to:
a. a guaranteed delivery date;
b. a specific functionality or technical implementation;
c. exclusivity;
d. transfer of intellectual property rights;
e. any form of co-ownership.Booqi retains full discretion regarding the content, planning, execution and technical design of a Module.
Booqi is entitled to make a realized Module available to other clients, to include it in the standard SaaS Service, to modify it or to discontinue it.
All intellectual property rights relating to Modules and further developments shall remain exclusively vested in Booqi.
Any mention of Modules or functionalities on a Roadmap is indicative and does not create an obligation to realize them.
Article 9 – Availability, maintenance and updates
Booqi will make reasonable efforts to keep the SaaS Service available to the Client, subject to the provisions of these general terms and conditions.
Booqi does not guarantee a minimum availability or uptime unless expressly agreed otherwise in writing in a separate agreement.
Booqi is entitled to perform Maintenance on the SaaS Service. Maintenance may result in temporary limitation or interruption of availability.
Booqi will endeavor to perform planned Maintenance outside regular office hours where possible, but is not obliged to do so.
Booqi is entitled to implement updates, upgrades, bug fixes and other technical adjustments without prior consent of the Client.
Interruptions resulting from internet failures, hardware failures or third-party services are not attributable to Booqi.
Maintenance, updates or temporary interruptions do not entitle the Client to compensation, termination or suspension, except where Service Credits have been expressly agreed.
Article 10 – Suspension and blocking in case of non-payment
If the Client fails to fulfil its payment obligations in a timely manner, the Client shall be in default by operation of law without any further notice of default being required.
Booqi is entitled, from the moment of default, to suspend its obligations under the Agreement in whole or in part, including but not limited to suspending access to the SaaS Service.
If the payment arrears continue, Booqi is entitled to completely block access to the SaaS Service and the Client’s Account. Such a blockage means that the Client and Users can no longer make use of the Web Application, including selling and validating tickets.
Suspension or blocking pursuant to this article qualifies as a justified contractual measure and can never be regarded as a failure on the part of Booqi.
Booqi shall not be liable for any damage, including but not limited to loss of turnover, lost profits, reputational damage or claims of third parties, resulting from suspension or blocking pursuant to this article.
Booqi is not obliged to facilitate data export or transfer as long as the Client is in default, unless the Client demonstrates that immediate data export is necessary to comply with a mandatory legal obligation.
Restoration of access to the SaaS Service after suspension or blocking shall only take place after the Client has fully paid all outstanding amounts, including any interest and costs. Booqi is entitled to charge reactivation costs.
The provisions of this article do not affect Booqi’s right to terminate the Agreement and/or claim damages.
Article 11 – Installation and implementation
If Booqi and the Client have agreed that Booqi will perform installation, implementation, onboarding and/or training activities, these activities shall be performed on the basis of a best-efforts obligation.
The Client is obliged to provide in a timely manner all information, data, access and cooperation reasonably necessary for the proper and timely execution of the installation and implementation.
Booqi shall not be responsible for delays, errors or shortcomings in the installation or implementation resulting from incorrect, incomplete or late provision of information by the Client or from circumstances attributable to the Client.
Any timelines for installation, implementation or commissioning are indicative and never constitute strict deadlines, unless expressly agreed otherwise in writing.
Booqi does not guarantee that installation or implementation will lead to a specific result, functional level or suitability for a particular purpose.
The Client remains at all times responsible for the correct configuration of its business processes, the use of the SaaS Service and compliance with applicable laws and regulations.
If installation or implementation takes place at the Client’s location, the Client shall ensure a suitable and safe working environment as well as the presence of all necessary facilities.
Any additional work falling outside the agreed installation or implementation shall be regarded as additional work and may be charged separately by Booqi.
Article 12 – Delivery of hardware
If Booqi supplies Hardware to the Client, the legal relationship shall qualify as a purchase agreement within the meaning of Article 7:1 of the Dutch Civil Code.
Delivery of Hardware shall take place ex warehouse or from a location designated by Booqi, unless expressly agreed otherwise in writing. The risk of loss, damage or depreciation shall transfer to the Client at the moment of delivery.
Delivery periods are indicative and never constitute strict deadlines unless expressly agreed otherwise in writing.
The Client is obliged to inspect the Hardware immediately upon delivery for visible defects or deviations.
Booqi is entitled to deliver the Hardware in parts and to invoice these parts separately.
If delivery is delayed because the Client fails to provide the necessary information in time or otherwise fails to cooperate, Booqi is entitled to suspend delivery and to charge the resulting costs to the Client.
Booqi does not guarantee that Hardware supplied by Booqi is compatible with equipment, systems or software of third parties unless this has been expressly confirmed in writing.
The use of the Hardware shall be entirely at the risk of the Client. Booqi shall not be liable for damage resulting from incorrect use, incorrect installation by the Client or use contrary to instructions of Booqi or the manufacturer.
Ownership of the delivered Hardware shall transfer to the Client only after full payment of all amounts owed under the Agreement, subject to the provisions of Article 18 of these general terms and conditions.
Article 13 – Hardware warranty
Booqi provides a warranty for Hardware supplied by it for a period of twelve (12) months after delivery, unless expressly agreed otherwise in writing.
The warranty only extends to the repair or replacement of Hardware in the event of a manufacturing or material defect.
The warranty does not apply if defects or damage are the result of:
a. incorrect or improper use of the Hardware
b. normal wear and tear
c. incorrect installation not carried out by Booqi
d. repairs, modifications or alterations by the Client or third parties
e. use contrary to instructions of Booqi or the manufacturer
f. external causes, including but not limited to fire, water damage, power surges or lightning strikes.The warranty lapses if the Client does not complain in time in accordance with Article 14.
Within the scope of warranty, Booqi shall never be obliged to compensate consequential damage, including but not limited to loss of turnover, lost profit or damage resulting from business interruption.
If Booqi replaces or repairs Hardware, this shall not lead to extension or renewal of the warranty period.
Article 14 – Inspection and complaints
The Client is obliged to inspect delivered Hardware and performed Services immediately after delivery or performance for possible defects or deviations.
Visible defects or deviations with regard to Hardware must be reported in writing and with motivation to Booqi no later than fourteen (14) days after delivery.
Hidden defects relating to Hardware must be reported in writing and with motivation no later than fourteen (14) days after discovery, but in any event within the applicable warranty period.
Complaints regarding the SaaS Service must be reported in writing to Booqi without delay, but no later than fourteen (14) days after the Client discovered or reasonably should have discovered the alleged defect.
If the Client fails to complain in time and in the prescribed manner, all rights of the Client regarding the alleged defect shall lapse.
Submitting a complaint does not suspend the Client’s payment obligations.
Booqi must be given the opportunity to investigate a complaint. The Client shall provide all reasonably necessary cooperation.
If a complaint is found to be justified, Booqi shall at its discretion repair the defect, replace the Hardware concerned or, in the case of the SaaS Service, make reasonable efforts to remedy the defect, without the Client being entitled to further compensation.
The existence of a complaint never entitles the Client to terminate the Agreement, except where mandatory law provides otherwise.
Article 15 – Prices and fees
Booqi does not act as a payment service provider within the meaning of the Dutch Financial Supervision Act and does not hold third-party funds. Payments by ticket buyers take place directly via payment providers chosen by the Client.
For the Services and Products supplied by Booqi, the Client owes the fees agreed in the Agreement or the Offer.
The fee for the SaaS Service may consist of a fixed subscription fee and/or a variable fee based on a percentage of Net Revenue, as agreed.
The registration in the Web Application shall constitute binding evidence for the calculation of variable fees, subject to counter-evidence provided by the Client.
Unless expressly agreed otherwise, the variable fee amounts to two percent (2%) of Net Revenue.
Booqi may charge a one-time onboarding or implementation fee. This fee is payable regardless of the actual use of the SaaS Service and is non-refundable.
Fees for Hardware, installation, implementation, Modules and other additional Services shall be agreed and invoiced separately.
All prices and fees used by Booqi are exclusive of VAT and other government levies unless expressly stated otherwise.
Booqi is entitled to change its prices and fees. Price changes will be communicated to the Client at least one (1) month before the effective date.
If the Client does not wish to accept a price change, the Client is entitled to terminate the Agreement in writing effective from the date on which the price change takes effect, subject to the applicable notice period.
Article 16 – Payment and invoicing
Invoicing by Booqi takes place in accordance with the terms and method of invoicing agreed in the Agreement or the Offer.
Unless expressly agreed otherwise, invoices must be paid within fourteen (14) days after the invoice date.
The Client is not entitled to suspend payments or set off any claim against Booqi.
If the Client does not meet its payment obligations in time, the Client shall be in default by operation of law and Booqi shall be entitled to charge statutory commercial interest from the due date until the day of full payment.
All judicial and extrajudicial costs incurred by Booqi to collect its claims shall be borne by the Client. Extrajudicial collection costs shall be determined in accordance with the Dutch Decree on Compensation for Extrajudicial Collection Costs, with a minimum of €250.
Booqi is entitled to require advance payment or security for payment of its claims if it considers this necessary.
Payments shall first be applied to costs, then to interest and finally to the principal amount.
Any objections to an invoice must be submitted in writing within fourteen (14) days after the invoice date, failing which the invoice shall be deemed correct and undisputed.
Article 17 – Service credits
If and insofar as Booqi grants Service Credits to the Client, this shall only occur on the basis of a separate, explicit and written agreement.
Service Credits expressly do not qualify as a penalty, damages or price reduction but solely as a contractually agreed financial allowance.
Service Credits can only be offset against future invoices of Booqi and are not redeemable for cash, not transferable and not subject to refund.
The granting of Service Credits constitutes the sole and exclusive remedy of the Client with respect to the relevant incident or shortcoming.
Granting Service Credits does not imply recognition of liability or fault on the part of Booqi.
Service Credits may never be combined with other compensations, claims for damages or legal remedies.
Service Credits lapse if the Client is in default with its payment obligations or if the Agreement ends.
Article 18 – Retention of title
All Hardware supplied by Booqi remains the property of Booqi until the Client has fully paid all amounts owed under the Agreement, including but not limited to purchase price, interest, costs and possible damages.
As long as ownership of the Hardware has not transferred to the Client, the Client is not entitled to pledge, encumber or otherwise transfer the Hardware to third parties, except within the normal course of business and subject to Booqi’s retention of title.
The Client is obliged to carefully store Hardware delivered under retention of title, to keep it separately identifiable and to adequately insure it against risks such as fire, theft and water damage.
If the Client fails to fulfil its obligations or if there is justified fear that the Client will not fulfil its obligations, Booqi is entitled to repossess the Hardware delivered under retention of title. The Client hereby grants Booqi permission in advance to enter the locations where the Hardware is located.
The costs associated with repossession of the Hardware shall be borne by the Client.
The retention of title included in this article does not affect other rights of Booqi, including the right to terminate the Agreement and claim damages.
Article 19 – Liability and limitation of damages
The liability of Booqi is limited to compensation for direct damages only, as the direct and exclusive result of an attributable failure in the performance of the Agreement.
Any liability of Booqi for indirect damages is excluded. Indirect damages include, but are not limited to: consequential damages, lost profits, lost revenue, lost savings, reputational damage, damage due to business interruption, loss of data and claims of third parties.
Without prejudice to the provisions of the preceding paragraphs, the total liability of Booqi, on whatever legal basis, is limited to a maximum of the amount paid by the Client to Booqi in the twelve (12) months preceding the event causing the damage for the relevant Services or Products. This limitation applies cumulatively to all claims of the Client, regardless of the legal basis (contractual, tort, product liability or otherwise).
If and insofar as Booqi’s liability is covered by insurance, the liability shall be limited to the amount actually paid out by the insurer in the relevant case.
Booqi shall never be liable for damage arising from:
a. incorrect or careless use of the SaaS Service or Hardware by the Client or Users
b. incorrect, incomplete or untimely information provided by the Client
c. failures or shortcomings in networks, internet connections or services of third parties, including payment providers
d. decisions taken by the Client based on data processed through the SaaS Service
e. suspension or blocking in accordance with Article 10
f. the inability to validate tickets as a result of a temporary malfunction in the SaaS Service, the scanning application, the Hardware used or the internet connection at the location.The Client must ensure an appropriate emergency procedure, including but not limited to the use of manual lists or alternative access control.
Any claim for damages against Booqi shall lapse if it has not been brought before a competent court within twelve (12) months after the claim arose.
Any legal claim shall lapse if the Client has not submitted a written complaint within twelve (12) months after discovery of the damage and has not initiated legal proceedings within that period.
The limitations of liability in this article do not apply if the damage is the result of intent or deliberate recklessness of the management of Booqi.
Article 20 – Force majeure
Booqi is not obliged to fulfil any obligation under the Agreement if it is prevented from doing so due to force majeure.
Force majeure means any circumstance beyond Booqi’s control, whether foreseeable or not, as a result of which performance of the Agreement cannot reasonably be required of Booqi.
This includes, but is not limited to:
a. failures in internet, data or telecommunications connections
b. failure of data centers, hosting or cloud providers
c. failures or shortcomings of suppliers or payment providers
d. cyber attacks, hacking, malware or other security incidents
e. power failures
f. fire, water damage, natural disasters or other calamities
g. government measures, legal restrictions or imposed sanctions
h. strikes or labour conflicts
i. pandemics or other health crises.If a force majeure situation occurs, Booqi is entitled to suspend the execution of the Agreement for the duration of the force majeure situation.
If the force majeure situation lasts longer than sixty (60) days, either party is entitled to terminate the Agreement in writing without being liable for damages.
If Booqi has already partially fulfilled its obligations at the time the force majeure situation arises, Booqi is entitled to invoice the part already performed separately.
Force majeure on the part of Booqi never entitles the Client to compensation or termination, except where mandatory law provides otherwise.
Article 21 – Intellectual property rights
All data processed through the SaaS Service, including ticket and transaction data, remains the property of the Client.
Booqi is entitled to use this data in anonymized form that cannot be traced back to the Client or individuals for analysis, statistics and improvement of the SaaS Service.
All intellectual property rights, including but not limited to copyrights, database rights, trademark rights, trade name rights, know-how and other intellectual property rights relating to the SaaS Service, the Web Application, Modules, Maintenance, documentation, designs, software and other materials developed or made available by Booqi, remain exclusively vested in Booqi or its licensors.
Nothing in the Agreement or these general terms and conditions shall result in the transfer of any intellectual property rights to the Client.
The Client only obtains the right of use described in Article 7 for the duration of the Agreement.
The Client is not permitted to remove or modify any indication regarding intellectual property rights, such as copyright notices, trademarks or trade names of Booqi.
If the Client provides information, suggestions or feedback regarding the SaaS Service or Modules, Booqi is entitled to use, implement and exploit such feedback freely without the Client being entitled to any compensation.
If the Client provides materials, data or content to Booqi, the Client guarantees that it is entitled to do so and indemnifies Booqi against claims from third parties in this respect.
Any infringement of Booqi’s intellectual property rights entitles Booqi to terminate the Agreement with immediate effect and to claim full damages.
The provisions of this article remain in force after termination of the Agreement.
Article 22 – Privacy and data processing
Where personal data of ticket buyers are processed through the SaaS Service, the Client qualifies as the independent data controller.
Booqi shall not qualify as a data controller unless expressly agreed otherwise in writing.
Where Booqi processes personal data on behalf of the Client, Booqi shall qualify as a data processor within the meaning of the General Data Protection Regulation (GDPR).
Booqi processes personal data only on behalf of and in accordance with written instructions of the Client, unless a legal obligation requires otherwise.
The nature and purpose of the processing, the type of personal data and the categories of data subjects shall be specified in a separate data processing agreement.
Booqi takes appropriate technical and organizational measures to protect personal data against loss or unlawful processing.
Booqi is entitled to engage sub-processors. The Client hereby grants Booqi general permission to do so.
If Booqi becomes aware of a personal data breach relating to personal data of the Client, Booqi shall inform the Client without undue delay.
Booqi shall reasonably assist the Client in complying with obligations under the GDPR.
The Client guarantees that it has a valid legal basis for processing personal data of ticket buyers and indemnifies Booqi against fines or claims resulting from unlawful processing.
Booqi processes personal data only within the European Economic Area unless appropriate safeguards have been implemented.
After termination of the Agreement, Booqi shall delete or return the personal data at the Client’s request, unless legal retention obligations apply.
The Client indemnifies Booqi against claims of third parties resulting from violations of privacy legislation by the Client.
Article 23 – Confidentiality
The parties are obliged to maintain confidentiality regarding all confidential information obtained in the context of the Agreement.
Confidential information includes all information of a confidential nature, including but not limited to business information, financial data, technical information, source code, documentation, customer data, commercial agreements, rates, Modules and Roadmaps.
The Client shall only use confidential information for the purpose for which it was provided and shall not disclose it to third parties without prior written consent of Booqi.
The Client shall ensure that Users and third parties engaged by the Client who obtain access to confidential information are bound by a similar confidentiality obligation.
The confidentiality obligation does not apply to information that:
a. was already publicly known at the time of disclosure
b. became public later without breach of confidentiality
c. was lawfully obtained from a third party
d. must be disclosed pursuant to a legal obligation or court order.The confidentiality obligations remain in force during the Agreement and for five (5) years after its termination.
Article 24 – Indemnification
The Client fully indemnifies Booqi against all claims of third parties, including visitors, ticket buyers, Users, payment providers and supervisory authorities, arising from or related to:
a. events organized by the Client
b. content published or processed by the Client through the SaaS Service
c. failure of the Client to fulfil obligations towards third parties
d. violation of applicable laws or regulations by the Client
e. misleading or unlawful information provided by the Client
f. refunds, chargebacks or disputes with ticket buyers.The Client also indemnifies Booqi against claims relating to infringement of intellectual property rights, privacy rights or other rights of third parties.
If Booqi is held liable by a third party as a result of circumstances for which the Client is responsible, the Client shall fully indemnify Booqi for all costs, including legal costs and settlements.
These indemnification obligations remain in force after termination of the Agreement.
Article 25 – Complaints
Complaints regarding the execution of the Agreement, the Services or the Products must be submitted to Booqi in writing and with motivation within a reasonable time after discovery.
A complaint must contain a clear description of the alleged problem.
Submitting a complaint does not suspend the Client’s payment obligations.
Booqi will investigate complaints within a reasonable time and inform the Client of the outcome.
If a complaint relates to a third party, Booqi may forward the complaint to the relevant third party.
Article 26 – Amendment of the general terms and conditions
Booqi is entitled to amend or supplement these general terms and conditions unilaterally.
Changes will be communicated to the Client at least one (1) month before the effective date.
If the Client does not accept a change, the Client may terminate the Agreement before the effective date.
If the Client continues to use the SaaS Service after the effective date, the Client is deemed to have accepted the amended terms.
Minor changes or changes resulting from legal requirements may be implemented immediately.
The most recent version of the general terms and conditions always applies.
Article 27 – Applicable law and competent court
All Agreements between Booqi and the Client and these general terms and conditions are governed exclusively by Dutch law.
The applicability of the Vienna Convention on the International Sale of Goods (CISG) is expressly excluded.
All disputes arising from or relating to the Agreement, the Services, the Products or these general terms and conditions shall be submitted exclusively to the competent court of the District Court of Oost-Brabant, location ’s-Hertogenbosch.
However, Booqi is entitled to bring a dispute before the court competent according to the law of the place of residence or establishment of the Client.
The parties shall make reasonable efforts to resolve disputes amicably before submitting them to the court.