Terms and conditions

1. Parties

This agreement is concluded between Fades Management EOOD, with its registered office at Legis Center, Blvd. 6-ti Septemvri 152, Office 3-8B, 4000 Plovdiv, Bulgarije, company number 208607050, VAT number BG208607050 — hereinafter "we" — and the organisation that creates an account and uses the platform, hereinafter "the organisation".

The organisation enters into this agreement in the course of its professional activity or the running of its association. This is not a consumer contract. Whatever the organisation then agrees with its own visitors is its own business and falls outside this text.

Whoever creates an account on behalf of the organisation declares that they are authorised to do so.

2. The service

Passavo is software you use over the internet. There is nothing to install except the scanning app. The service consists of three parts:

• an online ticket shop with which the organisation sells tickets, places or time slots, under its own name;
• a till for selling on site, with a till journal;
• a scanning app to check tickets at the door, even without a network connection.

We supply the software and keep it running. We are not a party to the sale between the organisation and its visitors, we do not sell tickets in our own name and we do not receive any ticket money.

3. Account and organisation

When you register you create an organisation and become its first administrator. After that you can invite staff yourself and set what they are allowed to do.

The organisation is responsible for who it gives access to and for what those people do. Keep login details secret; do not share an account. If you suspect that someone else can get into your account, tell us immediately.

Your data in the system stays yours. We use it to deliver the service and for nothing else.

4. Plans and prices

The plans and their prices are on the pricing page. That page forms part of these terms; the price shown there at the moment you order is the price that applies.

No amount per ticket sold is charged and no commission is withheld from your revenue. What you sell is yours.

All prices exclude VAT. Which VAT is added depends on the country of the organisation and on its VAT number; that is calculated at the order and stated on the invoice.

We may adjust our prices. We announce a price increase by email at least thirty days in advance and it only takes effect at the next renewal. If you do not agree, you can cancel with effect from the date the new price would take effect, at no cost.

5. Trial period

A paid plan comes with a trial period. How long it lasts is stated on the pricing page and in your account.

During the trial you can use everything and really sell. Cancel before the end of the trial and you pay nothing.

If a payment method is set up at the end of the trial, the first payment happens automatically. If none is, you get another 14 days' grace to set one up; we let you know by email and in your account. If payment has still not been made after that grace period, your account is blocked as described in article 6.

6. Payment and invoicing

The subscription is invoiced in advance, monthly or yearly, as you chose when ordering. The invoice comes by email; it counts as the original.

The subscription is collected automatically with the payment method you set up. An invoice that is not collected automatically is payable within fourteen days, unless the invoice states otherwise.

If a collection fails, we try again over the following days and let you know by email and in your account. If payment has still not been made 14 days after the failed collection, your account is blocked until payment is made. While it is blocked, your shop and your till sell nothing new, and in your account you can only pay, download your invoices and export your data. Tickets already sold stay valid, and nothing is deleted. As soon as the payment has gone through, the block is lifted immediately.

The free plan is never blocked for payment reasons.

In the event of late payment we may charge the statutory interest. We do not do that automatically and not without writing to you first.

If you dispute an invoice, let us know within fourteen days of receiving it, with the reason. While a dispute is running, we put nothing on hold.

7. Pausing and cancelling

The agreement runs for an indefinite period.

• CANCELLING is possible at any time, with effect from the end of the current billing period, through your account or by email. There is no notice period and there is no penalty. What has already been invoiced is not refunded; what has not started yet is not invoiced.
• PAUSING is possible with a monthly subscription, for the months in which you sell nothing. A paused subscription is not invoiced; while it is paused you carry on with the features and limits of the free plan, and your data is kept. At least 3 months are invoiced per calendar year. You can resume at any time.

After the end of the agreement you can still export your data for 30 days. After that we delete it, except what we are legally required to keep.

8. What the organisation arranges itself

Towards its visitors, the organisation is the seller. That brings a number of things with it that we cannot do for it.

• ITS OWN PAYMENT PROVIDER. The organisation connects its own Mollie, Stripe or Bancontact Pro account. The money from a ticket sale arrives directly in its account; we are not in between. That provider's rates and terms apply between the organisation and that provider.
• VAT AND ACCOUNTING. The organisation decides itself whether and which VAT it charges on its tickets and keeps its own accounts. The platform calculates what it sets; it gives no tax advice.
• CONSUMER LAW TOWARDS ITS VISITORS. Its own terms and conditions, its own privacy statement, and clarity about what happens if an event is called off. Mind the right of withdrawal: for leisure services on a fixed date the fourteen-day cooling-off period generally does NOT apply, but you do have to say so explicitly, otherwise a visitor assumes they do have it.
• WHAT IS SOLD. The platform may not be used for anything that is prohibited or that incites hatred, violence or discrimination, for gambling without a licence, or for reselling tickets at extortionate prices. If in doubt, rather write to us beforehand.
• THE DATA OF ITS VISITORS. Towards those visitors the organisation is the controller; we are its processor. What that involves is set out in the data processing agreement.

9. Availability and maintenance

We make reasonable efforts to keep the platform available and fast. An evening with a thousand visitors arriving at once is part of the job and is accounted for.

We announce planned maintenance in advance and schedule it as far as possible outside the hours when selling and scanning happen. In the event of a fault we restore service as quickly as is reasonably possible.

We do not promise a fixed availability percentage. What we do promise: the scanning app keeps working at the door without a network, so that a fault at our end does not stop your event.

Things beyond our control — an outage at a data centre, a network failure, a payment provider that is down — we cannot rule out, and they are not a failure on our part.

10. Liability

We are liable for damage resulting from a failure on our part, within the following limits.

• Our total liability is limited to the amount in subscription fees the organisation paid us in the 12 months before the damaging event.
• We are not liable for lost revenue, missed ticket sales, reputational damage or the costs of a cancelled or disrupted event.
• We are not liable for what happens at the organisation's payment provider, at a telecoms operator or at any other third party the organisation chose itself.
• We are not liable for data loss that a working back-up could have solved, in so far as the organisation itself failed to make its exports where that was advisable.

These limits do NOT apply in the event of intent or fraud, gross negligence, damage to life or health, and not in so far as mandatory law forbids them. Where mandatory law goes further than this text, mandatory law prevails.

The organisation indemnifies us against claims by its own visitors or by third parties arising from what it sold or published through the platform.

11. Intellectual property

The software, the design, the texts and the brand name of the platform remain ours. You receive a right of use that runs for as long as your subscription runs: non-exclusive, non-transferable, and only for your own operations.

You may not copy, imitate, decompile or offer the software to third parties under another name.

What you put into the system — your logo, your texts, your events, your customer list — stays yours. You only give us the right to use that content in so far as that is needed to deliver the service: showing it in your shop, printing it on a ticket, sending it in an email.

12. Processing of personal data

For the data of its visitors the organisation is the controller and we are the processor.

The data processing agreement that governs this automatically forms part of these terms: if you accept these terms, you accept that agreement along with them. Nothing has to be signed separately, and you can read and print it at any time.

For the data of our own customers we are the controller. What we do with it is set out in the privacy statement.

13. Suspension and termination by us

We may put an account on hold temporarily or terminate the agreement when:

• a payment is still outstanding after the grace period in article 6;
• the platform is used for something that is prohibited, or for something that conflicts with Article 8 above;
• there is abuse that puts the service at risk for other customers.

Except in a serious or urgent case, we write first and give a reasonable period to put it right. If we do put something on hold, we say why and what has to happen to get it open again.

If we terminate without it being the organisation's fault — because we are discontinuing the service, for instance — we give at least three months' notice and refund the period already invoiced but not yet used.

14. Changes to these terms

We may amend these terms. We announce a change that matters to you by email at least thirty days in advance.

If you do not agree, you can cancel with effect from the date the change takes effect, at no cost. If you keep using the platform after that, the new version applies.

The version date at the top tells you which version you are reading. The version you accepted when you registered is kept with your organisation, so that it is later established what you agreed to.

15. Applicable law and disputes

This agreement is governed by Bulgarian law, to the exclusion of the CISG, the Vienna Convention on Contracts for the International Sale of Goods.

Disputes are brought before the competent courts of Plovdiv, Bulgaria.

That choice of law and that choice of forum may never deprive a consumer of the protection of the mandatory provisions of the law of the country where they live. If a customer exceptionally acts as a consumer, those provisions continue to apply in full and they may also go to their own court.

For a dispute you can also follow an out-of-court route:

• the ODR platform of the European Commission: https://ec.europa.eu/consumers/odr
• the Bulgarian body for consumer disputes: Комисия за защита на потребителите (KZP), https://kzp.bg

We are not obliged to take part in such a procedure, but we are willing to. In any case, try an email to info@passavo.eu first — that solves it more often than you would think.