Partners Terms of Service

VERSION 1.2 MAY 2021

Introduction

Convious exploits a SaaS (software as a service) solution that can be simply integrated on the Partner’s website using JavaScript (hereinafter: the “Software”). The Partner has its own dashboard with login where all data are visible and where the Partner itself can modify the offer; The Software allows organizers of inter alia events, sporting events, wellness centres, amusement parks and zoos to attract more visitors by offering Digital Goods (hereinafter: Digital Goods ) dynamically and flexibly to end users on the website of such Partners. In addition, using the Software, by order of such Partners, Convious facilitates in issuing Digital Goods to end users and handles the financial settlement of the purchase of Digital Goods by the end user;

The Software enables end users and the Partner to establish a transaction between them by virtue of which the Partner can directly offer Digital Goods, when they wish to attend an event, consumers can indicate how many Digital Goods they want and what they are prepared to pay; Together with the Order Form and the Convious Data Processing Agreement, these Convious Terms of Service form the entire Agreement with Convious. In the event of any conflict between the Order Form and these Terms of Service, the Order Form will prevail.

1. Right of use to the Software

1.1 Convious hereby grants the Partner the non-exclusive, non-transferable, non-sublicensable and non-pledge able right to use the Software strictly for its own use for the Partner’s agreed website for the term of this agreement. The right of use is limited to the object code of the Software and does not pertain to the source code. The source code is not made available to the Partner, not even if the Partner wishes to pay a fee for this.

1.2. During the term of the agreement, Convious will perform maintenance on the Software and will automatically implement modifications of and improvements on the Software. The Partner is required to immediately report any problems with the Software to Convious and to provide Convious information that is necessary to correct any errors.

1.3. Without prior notice, Convious is entitled to take the Software temporarily offline or limit the use of the Software in as far as this is reasonably required to maintain or modify the Software. In such cases, the Partner is not entitled to any damages or compensation.

1.4.Maintenance or modifications of the Software may also entail changes in respect of existing functionalities.

2. Responsibilities of Convious

2.1. Convious will ensure that after the effective date of this agreement, the Partner’s Digital Goods will be offered for sale via the Software on the Partner’s website as soon as possible.

3. Responsibilities of the Partner

3.1. The Partner must render all assistance that is required for the proper settlement of the sales of the Digital Goods to end users by means of the Software in a timely fashion. This includes but is not limited to:

keeping the Partner’s website up-to-date and available;
making all information available that is related to the (sale of the) Digital Goods in a timely fashion, including information regarding logos, the correct prices, adjustments, functional barcodes, conditions of E-tickets and most frequently asked questions;
ensuring that end users are clearly informed of the fact that they are entering into an agreement with the Partner regarding the Digital Goods and that the end user agrees to the Convious terms of service in force at that time;
with the end user’s consent, processing e-mail addresses for Convious’ handling of the Digital Goods and further strictly applying all relevant privacy laws and regulations. The Partner indemnifies Convious and holds Convious harmless for all costs and damage resulting from any failure to comply with privacy laws and regulations.

4. Method of purchasing Digital Goods

4.1. After the purchase agreement for Digital Goods has been established via the Software, Convious will make the Digital Goods available to the end user in the Software and send an e-mail that can be used to download the Digital Goods. The Partner will ensure that Convious receives the barcodes in time to issue these E-tickets or the Partner itself will add and manage the E-tickets on the Partner’s dashboard.

4.2. The costs of the infrastructure for the required automation on the part of the Partner will be borne by the Partner. The costs of the application for the automation on the part of Convious will be borne by Convious.

5. Refund policy

5.1. If the Partner decides to return the purchase amount of a Digital Good to an end user, if and in as far as the amount received from the end user is still in Convious’ account, Convious will return the amount received for the Digital Goods in question to the end user. In the event that the purchase amount is repaid, the Partner continues to owe Convious the commission.

5.2 To ensure for Partners the ability to refund orders from the Control Panel, Convious will withhold an amount of € 500,00 from the first credit invoice. This amount will be retained on the Partner's specific bank account with the payment service provider and used for refunds even after the order has already been paid out from Convious to the Partner.

6. Exclusivity and start-up costs

6.1. The Partner will observe exclusivity during the term of this agreement; the parties take exclusivity to mean that no similar Digital Goods sales will be conducted for events or activities that are organized by Convious on behalf of a competitor that also uses a closed community in which the consumer can acquire Digital Goods by entering his own price.

6.2. This exclusivity applies both for platforms and SaaS solutions on which Digital Goods are sold by specifying your own price

6.3 The Convious Checkout is the only Checkout that will be used for direct Digital Goods and voucher distribution on the partner ́s domain and subdomain.

7. Fees and costs

7.1. The Partner can examine the number of Digital Goods sold in the dashboard at all times. Each month, in the first week of the next month, Convious will pay the transaction prices it received, after deducting the commission it is entitled to. To this end, it will send the Partner a monthly statement of the amount paid by e-mail, after which the payment in question is made into the account number specified by the Partner.

7.2. PSP (payment service Partner) costs are charged by Convious to the Partner.

7.3. During the term of the agreement, the Partner is not permitted to take the Software offline without consulting with and obtaining approval from Convious. Convious charges EUR 200.00 excluding VAT per venue per day for each day that the Software has been offline without Convious’ approval.

8. Google Analytics

8.1.The Partner is obliged to give Convious access to their Google Analytics account. The email address where Convious needs to get access with is analytics@convio.us.

9. Support

9.1. The Partner will offer sufficient support for Convious. The Partner will immediately inform Convious of all possible changes or other relevant notices by e-mail (via the e-mail address: hello@convio.us). The Partner will ensure that a telephone number for questions of and statements by Convious is activated and staffed every week of the year from Monday to Friday from 09.00 to 17.00 (Central European Time).

10. Interim termination

10.1. The agreement can be terminated subject to a notice period of 1 (one) month prior to the end of the original or extended term. Applicability of Article 7:408 (1) of the Dutch Civil Code. (DCC) is excluded. If no written notice of termination is issued, the agreement is automatically renewed for the period of 12 (twelve) months.

10.2. The parties can terminate this agreement with immediate effect by registered letter in one of the following events:

if the other party is in default in fulfilling its obligations under this agreement and failed to remedy this default after receiving a written notice of default setting a reasonable term;
if the other party is declared insolvent, applies for a suspension of payments, or is dissolved or liquidated.

10.3. If one of the events mentioned above occurs, Convious’ claims against the Partner will be immediately due and payable in full. In addition, the Partner is no longer entitled to use the Software.

10.4. Rights and obligations from the agreement that by their nature are destined to continue will continue in full force and effect after termination of the agreement.

10.5. If the Partner has already received performances in implementation of the agreement at the time of termination, these performances and the related payment obligations will not be the subject of any cancellation, unless the Partner is in default in respect of those performances. Amounts that the Partner invoiced before the dissolution in connection with work or deliveries that the Partner already performed in implementation of the agreement continue to be fully payable subject to the provision of the previous sentence and will become immediately due and payable at the time of termination. The above applies mutatis mutandis to performances and deliveries that have not yet been invoiced.

11. Liability

11.1 Convious only accepts best effort obligations and never any obligation for a specific result. Convious does not guarantee that the Software will operate error free and without interruption.

11.2. Without prejudice to the other exonerations included in this agreement, any liability of Convious to the Partner on account of culpable failures or any other cause is limited to the amount that Convious’liability is limited to no more than the amount that Convious has invoiced the Partner for the last six (6) calendar months prior to the event that resulted in liability.

11.3. Convious will never be liable for any loss of profits, consequential or indirect damage.

11.4. Except in the event of intent or wilful recklessness, any claim for compensation against Convious will become null and void through the mere passage of twenty-four (24) calendar months after the Partner discovered the damage or reasonably should have discovered the damage, and in any event following twelve (12) months after the Digital Goods was issued.

11.5. Without prejudice to the above, Convious will not be liable for any damage:

that is caused by third parties who are involved in the performance of an agreement, unless Convious has involved this third party in the agreement and the Partner demonstrates that Convious did not act with due care in choosing the third party;
that is the result of incorrect of incomplete information that the Partner supplied to Convious;
that is the result of corruption or loss of information during the transmission of information;
that occurs because third parties obtain unauthorized access to information regarding the agreement or the Partner.

11.6. The Partner indemnifies Convious against third party claims on account of damage that occurred in the performance of the agreement for the Partner, for which Convious is not liable by virtue of the provisions of this article.

11.7. Without prejudice to the above, conditions that limit, exclude or determine liability that third parties can invoke against Convious can also be invoked against the Partner by Convious. If and in as far as Convious used third parties in performing the agreement, the Partner can never exercise more rights in respect of Convious than Convious can exercise in respect of the third parties in question.

12. Intellectual property rights

12.1. Nothing from this agreement may be considered to be a transfer of (intellectual) property rights to the Partner. All intellectual and industrial property rights to the Software are held exclusively by Convious and/or its licensors.

13. Force majeure

13.1. Unless this agreement stipulates otherwise, with the exception of payment obligations (that have already become due and payable), the parties are not liable for any failure in the fulfilment of their obligations under this agreement if the default or any delay in the performance of this agreement can be attributed to force majeure. Force majeure includes any event or circumstance that cannot reasonably be attributed to a party, which temporarily or permanently, fully or partially, prevents the proper fulfilment of the obligations under this agreement by this party, other than payment obligations (that have already become due and payable). Force majeure is inter alia involved in the following circumstances: regulations issued or to be issued by the government that prevent fulfilment, import and/or export prohibitions, any failure to fulfil obligations (in time) by suppliers and/or transporters, strikes, war, sickness, epidemics, natural or nuclear disasters, explosions, terrorist acts and/or the threat of terrorism.

14. Confidentiality

14.1. Each of the parties undertakes not to disclose any confidential information regarding this agreement, any individual agreement resulting from this agreement or regarding other documents or information regarding the work and affairs of the other party provided under this agreement to a third party at any time or to use this information for any purpose other than this agreement or the performance of this agreement, unless (i) this is required by or pursuant to the law or at the instructions of a competent authority, or (ii) this disclosure is made to a professional advisor subject to identical confidentiality obligations and only in as far as this is done for legitimate purposes, or (iii) the information in question is already in the public domain or is published on the effective date of this agreement or at any time thereafter, without any unlawful conduct on the part of any person or if this person reasonably could have known that disclosure of such information is unlawful.

15. General provisions

15.1. The parties are not entitled to transfer all or part of the rights and obligations resulting from this agreement to third parties, to contribute the same to another company or to encumber these without prior written consent from the other party. In addition to effect under the law of obligations, a limitation of the transferability of rights of action also has property law effect as referred to in Article 3:83 (2) DCC.

15.2. If one or more provisions of this agreement are invalid, in breach of the law or unenforceable, this is without prejudice to the validity of the other provisions. The parties will negotiate with one another to agree upon a new provision to replace the invalid or unenforceable provision, which maintains the purport of the invalid or unenforceable provision to the extent possible.

16. Disputes and applicable law

16.1. This agreement and all (legal) transactions resulting from this agreement are governed by Dutch law. In the event of disputes, the competent court in Amsterdam has exclusive jurisdiction over the dispute.