Legal

Client Terms of Service

Updated 29-11-2023

1. Definitions

1. Innercrowd: subsidiary of Havenaar Ventures Holding B.V. (kvk: 77033752) 
2. Client: professional Client of Events, who commits to and is responsible for organizing events promoted through the Ambassador Management Platform
3. Ambassador Management Platform (The Platform): software tool that helps client sell tickets to ambassadors, including dashboard, ambassador app, website, and software systems
4. Ticketing Service Platform: system developed by the Client or a third party software vendor, to sell tickets for their events.
5. Ambassadors: natural person who promotes and sells on behalf of the client.
6. Ticket buyers: natural person who purchases through ambassadors using the Ambassador Management Platform
7. Quotation: 30 day offer for the use of Innercrowd’s services.
8. Agreement: the agreement, including the Terms of Service, and the Organizer Terms of Service in force between the Client and Service Provider and the Buyer concluded by applying or participating for campaigns managed through the Ambassador Management Platform.

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2. Applicability of terms and conditions

1. These general terms and conditions apply fully to every offer, proposal, discussion, and quote from Innercrowd, order confirmations, Agreements, under any name, as well as all legal actions between Innercrowd and the Client.
2. The applicability of any general terms and conditions of the Client is explicitly excluded unless expressly agreed upon in writing with Innercrowd.
3. These general terms and conditions also apply to everyone employed by Innercrowd, anyone engaged by Innercrowd, and anyone whose actions or omissions Innercrowd is or can be held liable for.
4. Should any provision of these general terms and conditions be void/annulled or otherwise unenforceable, this does not affect the validity of the remaining provisions of these general terms and conditions and/or the Agreement between Innercrowd and the Client. In such cases, Innercrowd and the Client will consult to agree upon a new provision to replace the void/annulled or unenforceable provision, with parties keeping the objective and scope of the void/annulled or unenforceable provision as much as possible in mind.
5. Innercrowd reserves the right to unilaterally modify these general terms and conditions. In the event of a modification, Innercrowd will notify the Client in writing. The Client pre-agrees to these changes, meaning the revised general terms and conditions apply to all services provided by Innercrowd after notification of the modified terms.

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3. Pre-contractual stage

All quotations issued by Innercrowd or any offer made otherwise will be valid for a period of maximum 30 days. After expiry of this period the counterparty can not invoke the quotation (offer). Innercrowd cannot be bound to its quotation (offer) by the counterparty if it is apparent or should have been apparent to this party that the quotation or offer made in its entirety or on a part thereof contains an obvious mistake or error.

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4. Ambassador Management Platform

1. The ambassador Management Platform keeps track of the completion promotional activities and rewards claimed by the ambassador. 
2. Client can use the Ambassador Management Platform to create tasks (Quests) and and Rewards. For each task the Client determines how many Reward Points an ambassador can earn. Also for each Reward the client determines how many Reward points are needed to claim the rewards.
   
   
3. Innercrowd offers the Ambassador Management Platform as a software subscription, where the Client is not allowed to let third parties use the provided services from Innercrowd without prior written agreement.
4. The Ambassador Management Platform is maintained and managed at the expense of Innercrowd. Updates and repairs are done in accordance with requirements of good workmanship.
   
   
5. New Features in the Ambassador Management Platform that are not included in the Agreement, may require additional pricing agreements and terms.

5. Selling Tickets 

1. Client can use the Ambassador Management Platform to sell tickets through their Ambassadors if connected with the Ticketing Service Provider. Innercrowd is not responsible for services offered by the Ticketing Service Provider such as but not limited to; fulfillment of tickets, payments and scanning.
   
   
2. In order for the Ambassador Management Platform to properly track ticket sales by ambassadors, a working integration with the Ticketing Service Provider is required. Innercrowd is not responsible for errors, loss of data, or failures that happen in the Ticketing Service Providers application or integration.
   
   
3. The Ambassador Management Platform may only be used to sell tickets via Ticketing Service Providers with an active integration, and through the therefore build Ticket Quests. Client may not share other links to ticket shops, nor instruct Ambassadors to sell tickets outside of the Ambassador Management Platform.

6. Rewards and fulfillment

1. Client is responsible to come up with, create, fulfill and communicate Rewards that the Ambassador can redeem with Reward Points.
2. Client is responsible for abiding rules, and regulations of the applicable country when creating and fulfilling rewards.

7. Rates and payments

1. Innercrowd charges the following costs to the Client

1. Fixed cost of service as agreed in the Agreement
2. Variable costs of service as agreed in the Agreement
3. Third party messaging fees as agreed in the Agreement
4. Costs for any additional services.

1. All rates are exclusive of applicable VAT.
2. Payment of the fixed costs by the Client, will happen within 30 days after signing the Agreement.
3. Calculation of the variable cost of service is done by Innercrowd using data provided by the Ticketing Service Provider. 
4. Every first working day of the month, the variable fee, and other costs applicable under a) will be calculated for the previous month, and billed accordingly.
5. Client provides an automated billing method for Innercrowd payment using one of the following payment methods: SEPA, Master Card, Visa, or PayPall.
6. If payment of the rates explained under a) is unsuccessful, Innercrowd will inform the Client about this, after which The Client is obliged to immediately pay the outstanding amount.
7. Innercrowd has the right to - if there is a reason there to - adjust the rates interim. The client declares in advance to agree with a reasonable adjustment.
8. In the future, Innercrowd may implement an integration of payments with the Ticketing Service Providers. This integration would enable automatic payment to Innercrowd from ticketing revenues collected by the Ticketing Service Providers. The Client gives their upfront permission for such an integration and payment method, should it be established in the future.
9. In no case, any cost-increasing events that may occur in the relationship between the Ticket Buyers and Client, or Ambassador and Client, can be passed on to Innercrowd.
10. Charges of the system are explicitly due if The Client, for whatever reason, decides to fully or partially refund the costs of tickets or products sold to the Ticket Buyer.

8. Reporting 

1. Innercrowd is obliged to provide insights in the performance of the clients campaigns.
2. Upon request Innercrowd delivers a complete overview of the tracked transactions in The Ambassador Management Platform.

9. Intellectual property rights

1. The Client authorizes Innercrowd to use their name, brand and visual identity solely for the purpose of executing the Services.
2. The Client guarantees 

1. That they have full power, and authority to exploit and grant intellectual and industrial property rights, and that these rights are in no way assigned, hypothecated, encumbered or in any way vested in a third party.
2. That they have not not produce content that infringes the rights of third parties
3. That no litigation or proceedings are pending about the be brought in relation to intellectual property rights.
4. The Client shall undertake to guarantee Innercrowd against any claim by third parties as well as any penalty that Innercrowd may find itself imposed against it resulting from any non-compliance with this article.

1. All programs, services, processes, designs, software, technology, trademarks, trade names and inventions appearing on, or accessible via the Ambassador Management Platform, are the property of Innercrowd, its licensors or technical partners.

10. Protection of personal data of third parties‍
For the purpose of providing the services, Innercrowd has access to information contained in an ambassador database, created by the Client, as well as to the subject of the content of Quests, Rewards or communications. This information contains personal data concerning third parties.

1. As creators of the Ambassador Database, Quests and Rewards, the Client is responsible for the processing of personal data appearing in those databases according to the applicable regulations. As such, Clients domiciled in the European Union, or if the Ambassador Database contains citizens of the European Union, the Client guarantees to Innercrowd that they shall comply with the provisions of Regulation No. 2016/679 of 2016 (the “GDPR”) as well as those of Law No. 78-17 of 6 January 1978 Information Technology, Data Files and Civil Liberties, and in particular: 
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   i) that the personal data contained in the files transmitted have been collected and processed in compliance with the applicable regulations;
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   ii) that the Client have informed the data subjects in accordance with the applicable rules;
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   iii) where appropriate, that the collection and processing have been consented to by the data subjects;
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   iv) that the data subjects shall be allowed to exercise their rights in accordance with the applicable rules;
   
   v) that the Clients undertake that the information will be rectified, completed, clarified, updated or deleted if it is inaccurate, incomplete, ambiguous or out of date, or if the data subject wishes to prohibit its collection, use, communication or storage.
2. It is specified that the Client is solely responsible for managing the retention periods of personal data that they upload onto the Innercrowd platform, and that it is incumbent on them to delete the data as and when its retention period expires. 
3. Innercrowd acts as a data processor on behalf of the Client and undertakes to respect the obligations described in 10 a) and 10 b). 
4. The Client can retrieve their ambassador database at any time by clicking on the “export button” from their Innercrowd account
5. Personal data contained in the ambassador database may only be disclosed to third parties in the following cases:
   
   i) with the authorization of the Client certifying that the data subject have themselves authorized this disclosure;
   
   ii) at the request of the competent legal authorities, on judicial requisition, or in the context of a legal dispute.
6. Client gives consent that the behavior of the ambassadors, and communication processed by Innercrowd is tracked (open rates, click rates, bounce rates, views, etc) to improve the effectiveness of ambassador campaigns.

11. Liability

1. Innercrowd will only be held accountable to the Client if the Client proves that they incurred damage due to a preventable error by Innercrowd. Liability is confined to the immediate and direct damage resulting from this error, not including deliberate misconduct or serious negligence by Innercrowd. Specifically, Innercrowd is not responsible for any inaccuracies in information about tickets, their pricing, discounts, rewards, or availability. Verifying all information for publication on the Platform is solely the Client's responsibility.
2. Innercrowd bears no responsibility for any indirect damages. This includes, but is not limited to, lost profits, goodwill, business relationships due to delays, data loss, missed savings, disruptions in business, or harm caused by the intentional misconduct or gross negligence of support staff, among others, regardless of the type of damage or the sufferer.
3. Should Innercrowd be found liable for the Client's damages against these terms, its liability is strictly limited to either (i) the amount Innercrowd's insurance covers for the incident, or (ii) if uninsured, the amount that would typically be covered by insurance in such instances, assuming such insurance is standard in Innercrowd's industry or could have been reasonably obtained.
4. Innercrowd is not liable for any defects resulting entirely or in part from processes, constructions, manufacturing, suppliers, consultants, subcontractors, or assistants chosen by the Client, or from deliberate or gross negligence by the Client or users of the Services and Platform. Innercrowd has the right to deduct any owed damage payments from the Client's outstanding invoices and related interest and costs.
5. The Client must protect Innercrowd from all third-party claims for damages or related liabilities arising from the execution of the agreement between Innercrowd and the Client.
6. The limitation on Innercrowd's liability extends to its employees and third parties engaged to perform tasks related to the agreement.
7. In the event Innercrowd is legally deemed liable for the Client's damages, despite these terms, such liability is limited, under all circumstances and grounds, to the actual amount Innercrowd received from the Client for the service in question, up to a maximum of 10,000 EUR.
8. Any compensation claims against Innercrowd lapse one year after the Client becomes aware of the damage and the potential responsibility of Innercrowd for it.

12. Force Majeur

1. Innercrowd is not liable or responsible to the Client, nor is Innercrowd considered to be in default or violation of any provision under the Agreement and/or these general terms and conditions, for any failure or delay in fulfilling or executing any condition of the Agreement and/or these general terms and conditions if this failure or delay is caused by, or results from, actions or circumstances that are unforeseeable and beyond Innercrowd's control (Force Majeure). Force Majeure includes all circumstances that prevent Innercrowd from executing the Agreement or a part thereof, or make it impossible or unreasonably burdensome to do so, if such circumstances occur outside of Innercrowd's reasonable control. This includes, but is not limited to, (internet) disruptions, fire, power outages, floods, strikes, workplace disturbances, staff illness, war (whether declared or not), terrorism, embargoes, blockades, legal restrictions, riots, government measures in the broadest sense regarding the delivery of the Service and/or the Platform, cybercrime, delays in the delivery of products/data or services by suppliers or agents. In the event of Force Majeure, Innercrowd will immediately inform the Client after the occurrence of the circumstance causing Force Majeure, stating the nature of the Force Majeure, the date on which the Force Majeure begins or has begun, and if possible, the expected duration.
2. In the case of Force Majeure, Innercrowd has the right to terminate the Agreement with immediate effect by means of a written notification to the Client, if the context of the non-performance justifies immediate termination and if the event constituting the Force Majeure lasts longer than 30 days. In the event of termination of the Agreement by Innercrowd on the basis of Force Majeure, the Client has no right to any form of compensation following the termination.

13. Choice of Law and Jurisdiction

1. The legal relationship between the Client and Innercrowd is exclusively governed by Dutch law.
2. The Amsterdam court has exclusive jurisdiction to resolve any disputes between the Client and Innercrowd. However, Innercrowd reserves the right to bring the Client before another competent judicial authority if that authority would have jurisdiction over a dispute between the Client and Innercrowd, in the absence of the above jurisdiction choice.

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