Terms of use of the Univents platform

Terms of use for the systems of Univents GmbH (hereinafter referred to as Univents)

Univents provides the organizer (hereinafter referred to as “contracting party”) with a platform that he can use to advertise and manage events and to sell corresponding tickets to the end customer in a simple, user-friendly manner. For this purpose, Univents shall provide, among other things, a ticket designer and administration tools in addition to a specially designable online store.

§ 1 Conclusion of contract

1. By submitting the registration data, the contractual partner makes an offer to Univents to conclude a contract on the use of the Univents platform (hereinafter referred to as “Platform”). In doing so, he accepts these terms of use. Univents is free to accept or reject the offer; the relevant information will be sent by e-mail. The contractual partner agrees that Univents will obtain creditworthiness and/or Schufa information before accepting the offer.
2. After the conclusion of the contract according to § 1 clause 1, the contractual partner is entitled to use all offered functions and possibilities of Univents unless otherwise stipulated in the terms of use. In case of rejection of the offer, Univents is entitled to delete the registration data of the contractual partner.
3. A contract is concluded exclusively with entrepreneurs in the sense of § 14 BGB. By accepting these terms of use, the contractual partner confirms its entrepreneurial status.
4. The data to be provided by the contractual partner in the course of registration must be truthful and complete.

§ 2 Access to the platform

1. The contractual partner shall be obliged to choose sufficiently secure access data and passwords, to keep these secret, and to prevent unauthorized use by third parties. Passing on the access data to third parties is not permitted.
2. The contractual partner shall inform Univents immediately if he has knowledge or suspicion of misuse of his access data or passwords. In this case, Univents shall be entitled to block access until the circumstances have been clarified and the misuse has been stopped. The contractual partner is liable for any misuse of the access to Univents for which he is responsible.
3. The contractual partner shall create and maintain the technical requirements for access to the platform, in particular with regard to the hardware and operating systems used, the connection to the Internet, and the browser software. In addition, the contractual partner shall be obliged to take the necessary precautions to secure its systems, in particular, to use the current security settings of the browser and to use up-to-date protective mechanisms to ward off malware.

§ 3 Cooperation obligations of the contractual partner

1. The contractual partner undertakes to sell tickets for the attendance of the events organized by it via the platform and – insofar as it additionally chooses these sales channels – via the supplementary sales channels as well as the advance ticket sales outlets connected to the Univents network and to use them for online ticket sales. The number of tickets to be sold is not limited. However, for events exceeding a sales volume of 100 tickets per minute, the organizer is obliged to inform Univents about the event 7 days in advance and to pay an additional fee. The contractual partner shall be permitted to sell vouchers, merchandise products, tickets for events organized by third parties, etc. The contractual partner shall not be entitled to sell such items. The Contractual Partner is permitted to offer such items via the platform.
2. The collection of the necessary data for the sale via the platform is carried out by the contractual partner himself and on his own responsibility. Univents shall support the contractual partner in this respect by providing appropriate application support (e-mail, reachable during the usual business hours of Univents), as well as financial reports and event analytics. The contractual partner shall be responsible for all entries made by him on the platform, in particular also for event titles, image material, and advertising texts, especially with regard to copyrights and trademark rights. Univents shall be fully indemnified against any claims by third parties that are asserted on the basis of the contractual partner’s entries (including any legal defense costs incurred).
3. The contractual partner grants Univents the right, unlimited in time, to use logos and visual material (e.g. artists, groups, actors) free of charge for the promotion of advance ticket sales on all communication channels, e.g. in booklets, on posters, advertisements, and other advertising media as well as on the Internet (e.g. Instagram) and to grant corresponding rights to distribution partners of Univents (e.g. advance booking offices, partner stores). The granting of rights also includes the right to any editing of the material in order to adapt it to the respective form of use (e.g. editing, cropping and changing landscape or portrait format, selection of only one image section, etc.). The contractual partner guarantees that the photographic material is designed in compliance with the law (incl. the indication of the author) and that he is authorized to grant the aforementioned rights. The contractual partner shall fully indemnify Univents against any claims of third parties that may be asserted against Univents and/or distribution partners of Univents due to the use of the aforementioned materials (including any legal defense costs incurred); any further claims of Univents and/or its distribution partners shall remain unaffected. Univents shall be entitled to remove the contractual partner’s materials insofar as third parties comprehensibly claim the infringement of their rights through this use or other important reasons that exist. Univents shall inform the contractual partner without delay of any such disputes becoming known.
4. The contractual partner shall provide Univents with the data required for an imprint in the sense of § 5 Telemedia Act (German Telemedia Act) and guarantees that this data is correct and complete. The contractual partner shall indemnify Univents from claims of third parties in this respect.

§ 4 Services provided by Univents

1. Univents enables the contractual partner to sell tickets for its own events by means of the online store templates offered by Univents, which can be individually designed by the contractual partner. In addition, the contractual partner is free to use the other sales channels offered by Univents (currently: [https://univents.world](https://univents.world/), the Univents app, and Instagram) as well as other cross-selling opportunities. Univents is free to provide the contractual partner with recognized advanced sales outlets and to expand the distribution channels. Upon conclusion of a corresponding supplementary agreement with Univents, the contractual partner is also permitted to act as a service provider for other contractual partners and to offer and process their events via the platform.
2. Univents also offers selected partners the possibility of a web application for the independent sale of tickets, e.g. in their own advance booking office or as box office on the day of the event (hereinafter “on-sale”). In-house sales also provide the option of booking complimentary tickets. Univents reserves the right to withdraw the activation of its own sales at any time.
3. Univents also offers the possibility to use services such as web design, setting up the store, marketing the event, and accepting ticket purchases by telephone. These services can be booked for an additional fee according to the price list.
   Univents grants the contractual partner a simple and non-transferable right to use the platform for the duration of this contract. Univents reserves the right to make changes to adapt to the state of the art, changes for optimization, in particular, to improve user-friendliness, as well as changes to content and appearance. Univents shall inform the contractual partner in advance of any significant changes.
4. The average availability of the platform is 96% p.a., whereby maintenance and installation work are excluded from the calculation of availability. Transmission problems, which are due to disturbances of third parties, are not considered in the calculation of availability.

§ 5 Admission tickets

1. Tickets sold via the platform shall initially be made available to the ticket purchaser exclusively as print@home tickets.
2. The contractual partner authorizes Univents to issue and sell print@home tickets in its name and for its account for its events and accepts these as admission tickets for the respective event.
3. Univents additionally offers the possibility to print hardcover tickets and send them to the ticket purchaser. However, this is only possible by prior arrangement and for an additional charge. Univents shall submit a corresponding offer to the contractual partner if required.
4. The contractual partner is free to decide whether and in which form he will carry out admission controls at the event location. Univents shall have no obligations in this respect. Univents expressly recommends that the contractual partner have print@home and/or hardcover tickets checked, identified, and validated by a suitable barcode reader at the event location in order to prevent any misuse (for example by presenting a multiple printouts or a copy). The costs of the implementation of suitable access control measures shall be borne by the contractual partner. Univents shall offer the contractual partner an electronic access control system via an app adapted to print@home and/or hardcover tickets. The contractual partner can access the ticket scanner app without further costs.
5. Insofar as tickets are sold via the online stores operated by Univents, including the corresponding partner stores, and via advance sales outlets connected to the Univents network, the ticket material provided by Univents in each case shall be used to print the tickets.
6. Univents additionally offers the contractual partner the possibility to freely design tickets. For this purpose, Univents provides a ticket design function. The contractual partner shall be solely liable for the content and materials used.

§ 6 Ticket scanner app

1. the ticket scanner app provided by Univents offers the possibility of access control for tickets generated via Univents. It is not possible to check tickets from third-party systems.
2. The prerequisite for using the app is a mobile end device with a functional and operational autofocus camera, which has an LED flash function. The minimum requirement for the operating system used by the Contractual Partner on the respective mobile device is iOS 7.0 or Android 4.0 or higher in each case. The Contractual Partner itself shall be responsible for providing the hardware.
3. The ticket scanner app can be downloaded from the corresponding app stores. The Contractual Partner shall carry out the installation itself. The contractual partner itself shall be responsible for the technical and other requirements necessary for operational readiness. Univents shall not be responsible for the fact that the scanner app is or can be connected to other devices or programs within the scope of achieving operational readiness. Something else shall only apply if the parties have made a deviating provision in individual cases, at least in text form.
   Furthermore, the use of the ticket scanner app is subject to compliance with the app’s general terms and conditions, which must be accepted by the contractual partner and the respective end users when downloading the app from the respective app store.
4. Admission checks of events can only be carried out if the respective event meets the following requirements:
   
   1. The tickets to be checked to originate from the store provided by Univents and/or the Univents network.
   2. The event is in “published” status; it is not possible to check events in “blocked” or “canceled” status
   3. And the contractual partner logs in with his Univents account.
5. For a synchronous online use of the Univents Ticketscan-App, an appropriate online connection is required (min. ADSL 10Mbit/1Mbit, WLAN noise ratio at the point of entry is 30 dB). In the case of online use “Only Online”, the ticket scanner app on mobile devices regularly synchronizes itself with the data stock for the respective activated event, which is located on the server and constantly updated by the online connection, by means of a predefined and set-up WLAN access or via the mobile network. Sales, therefore, do not have to be stopped during online use, thus enabling sales to be made even during the admission phase. In the case of offline use “Locally first”, no data connection must be available during the admission phase. Univents explicitly points out that after synchronization and from the beginning of the admission phase, only tickets that are known to the ticket scanner app after synchronization can be scanned. Tickets produced afterward and cancellations cannot be verified without resynchronization. For smooth app use, Univents recommends, in addition to the data connection to be provided, performing an initial synchronization between servers and the ticket scanner app at least two hours before the start of admission, as well as avoiding the use of other apps during the admission phase and fully charging the batteries of the end devices in good time. Univents points out that the end devices do not communicate directly with each other in either online or offline mode and therefore the data exchange takes place exclusively via a WLAN and/or mobile network to be provided by the server. If this is not the case, the use of several end devices may result in the multi-use of tickets on the respective devices.
6. Univents shall not charge any separate fees for the provision of the ticket scanner app.
7. The availability of the Access Control Server is generally 96% p.a. Regular maintenance work and extraordinary maintenance work shall not be taken into account for the calculation of availability. Extraordinary maintenance work is such work that is necessary and can be carried out to maintain the functionality and/or stability of the CTS systems.
8. Univents reserves the right to make changes to the Ticket Scanner App that serve to maintain or improve it, unless the performance of such measures is unreasonable for the contractual partner. No changes may be made to the app on the part of the contractual partner.
9. Updates for the app shall be made available via the respective app stores and shall be installed by the contract partner or end user without delay.

§ 7 Ticket prices and fees

1. The organizer sets the price of the tickets to be sold. Univents is allowed to charge additional fees to be paid by the ticket purchaser, so-called service fees. Univents reserves the right to adjust the service fees at any time. The current service fees can be found at https://univents.company/en/ticketing-suite/ and are measured according to the selected feature set of the organizer.
2. The service fees are independent of the realization of the respective event. A refund will not be made.
3. The respective current ticket fee, which the advance booking office collects in trust when selling the ticket, is solely due to Univents. Univents shall also be entitled to the advance sales fees for sales via the advance sales channels of Univents as a sales commission. The commission claim against the contractual partner also exists in case of cancellation of the event. A refund of already paid commissions will not be made. The ticket fee is due for payment with the booking of the tickets.
4. Univents is entitled to charge cancellation fees in the amount of 2% of the ticket price per ticket in case of cancellation of the event or cancellation of tickets.
5. Fees incurred for payment service providers such as PayPal or Stripe shall be borne by the contractual partner.

§ 8 Billing and payment modalities

1. The disbursement of ticket proceeds to the Merchant shall be made directly to the Merchant’s account via PayPal connect and Stripe connect after the deduction of the commission. The disbursement shall be limited to the payments actually made by the Ticket Purchasers and actually collected by the advance booking offices. Univents shall prepare proper statements of account for this purpose. The settlement of expired events shall be made within 14 working days after the event date has expired and after the contractual partner has set the event to the status “completed”, for which tickets have been sold via the Univents store or the other sales channels of Univents.
2. First, Univents shall deduct the fees to which it is entitled from the respective applicable price list from the generated revenues. The remaining amount shall be paid to the other party. Univents shall be entitled to offset residual amounts within the meaning of clause 1 with other claims against the contractual partner. The contractual partner undertakes to reimburse Univents for overpaid amounts (e.g. credit card chargebacks made after disbursement).
3. Univents shall issue an invoice to the contractual partner for the fees due to Univents in accordance with the respective valid price list after the event has been completed and after it has been set to the status “completed”. The processing shall be carried out directly in accordance with the information provided in section 1.
4. Invoices to the contractual partner can be transmitted electronically by Univents. The contractual partner hereby gives its consent to this and additionally informs Univents of an e-mail address designated for this purpose in text form.
5. The contractual partner must raise objections against the invoices prepared and transmitted by Univents in text form to Univents without delay, at the latest, however, two weeks after receipt of the invoice.
6. The assignment of claims of the contractual partner against Univents requires prior consent in text form.
7. The contractual partner may only offset claims of Univents against claims that have been legally established or acknowledged. The same shall apply to the exercise of rights of retention.

§ 9 Postponement and cancellation of an event

1. The contractual partner shall immediately notify Univents in text form of the cancellation of an event. Ticket sales for the event shall be discontinued by the contractual partner without delay. Univents shall be entitled to terminate ticket sales with a notice period of 24 hours if the contractual partner fails to comply with this obligation. Univents shall also be entitled to terminate ticket sales if Univents learns of the cancellation of an event by other means, e.g. through the media or the venue, and the contractual partner cannot be reached for a period of more than 24 hours (hereinafter referred to as “unavailability”).
2. The contractual partner hereby grants Univents and the advance booking offices the corresponding cancellation release for all tickets issued for this purpose in the event of the cancellation, the cancellation, the rescheduling of one of its events, or the non-availability. For this purpose, it is necessary that the status of the event is changed to “canceled” by the contractual partner or, in case of non-availability, by Univents. The same applies if a cancellation is necessary in other individual cases (e.g. event postponement, cancellation, undeliverable mail, non-payment, goodwill, suspected fraud). The reimbursement and reversal of the ticket purchase price as well as the rescheduling of an event shall be carried out exclusively by the contractual partner itself. The contractual partner shall indemnify Univents from all claims regarding the reversal.

§ 10 Term/ Termination

1. This agreement may be terminated by either party in text form with a notice period of 2 weeks to the end of the respective month or, in the case of subscription agreements, to the end of a subscription period. The date of receipt by the other party shall be decisive for the timeliness of the termination.
2. an extraordinary termination without notice is only possible for important reasons. If the important reason consists of a violation of essential contractual obligations of the contractual partner, the termination shall only be permissible after the unsuccessful expiry of a period set for remedy or after an unsuccessful warning. In the event of termination without notice, Univents shall be entitled to render the contractual partner inactive at its expense and to immediately block its events for sale via Univents and related sales channels.

§ 11 Termination of the contract

1. Univents shall be entitled to refuse advance sales via the distribution channels regulated in this contract if advance sales for an event have not yet begun at the end of the contract.
2. If the advance sale had already begun at the end of the contract, the contractual partner shall be obliged to independently discontinue the advance sale and reverse the ticket sales. Univents shall be entitled to cancel the advance sale with immediate effect if the contractual partner does not comply with this himself within one week after termination of the contract. Additional fees will be charged according to the price list.
3. Insofar as the advance sale has already been concluded, only the agreed and outstanding payments shall be processed.

§ 12 Liability

1. Univents shall not be liable for disruptions or damages of any kind caused by circumstances beyond its control, which it could not foresee and avoid even when exercising commercial diligence, such as power outages, line disruptions, strikes, etc. This exclusion does not apply if Univents acts intentionally or with gross negligence.
2. Univents shall not be liable for damages caused by external advance booking offices and shall not assume any responsibility for the handling of any legal relationships between the contractual partner and its agents on the one hand and external advance booking offices on the other.
3. The contractual partner shall indemnify Univents against all claims asserted against Univents by ticket purchasers or other third parties due to cancellation, postponement, or other problems in connection with an event of the contractual partner.
4. Any liability of Univents towards the contractual partner for damages caused intentionally or by gross negligence, for damages to life, body, and health as well as according to the product liability law remains unaffected by these liability regulations.
5. The liability of Univents for damages caused by simple negligence is excluded. This exclusion does not apply if Univents violates life, body or health, or essential contractual obligations (so-called cardinal obligations) through simple negligence. In the event of a breach of essential contractual obligations caused by simple negligence only, Univents’ liability shall be limited to the compensation of the foreseeable damage typical for the contract. Material contractual obligations are all obligations the fulfillment of which makes the proper execution of the contract possible in the first place.
6. As far as the liability of Univents is excluded or limited, this also applies to the liability of its legal representatives, vicarious agents, and assistants as well as for their personal liability.
7. Claims of the contractual partner against Univents become statute-barred within one year after the contractual partner has become aware of the respective claim. This shall not apply if they are based on an intentional or grossly negligent breach of duty or on injury to life, body, or health.

§ 13 Secrecy

The contracting party is prohibited from disclosing to third parties or in any other way exploiting information that has come to its knowledge within the scope of this contractual relationship. It may only be used for the advance sale of tickets and the staging of its events, including its advertising.

§ 14 Data protection/data use

1. The contractual partner shall be obliged to provide its own general terms and conditions and data protection declaration, to make them known to the customer, and to use them, since the contract shall be concluded exclusively between the customer and the contractual partner.
2. With regard to the collection and use of personal data of users of the platform, the contractual partner is the sole responsible party in the sense of the data protection regulations. This also includes personal usage data (e.g. cookie data, website analysis), which the contractual partner obtains due to the integration of its own cookies and analysis tools. 3.
3. The contractual partner may download the customer data generated via the platform and jointly determined by the parties via a link on the platform. It may only download and process this data to the extent that this is permissible under data protection law and in accordance with this Agreement and the Privacy Policy. If the contractual partner uses customer data contrary to this contract and if a third party asserts a claim against Univents in this context, the contractual partner shall indemnify Univents against all claims of third parties (including any legal defense costs incurred). 4.
4. Only Univents can determine within the scope of the event administration whether the tickets for the respective event are to be distributed exclusively via the platform or also via the distribution channels described in § 3 unless otherwise agreed with the contractual partner. If and to the extent that tickets are to be distributed via other distribution channels of Univents in addition to the Unvients ticket stores, Univents shall be solely responsible for the collection and use of the customer data generated in the process.
5. The contractual partner shall ensure compliance with the information obligations pursuant to Art. 13 and 14 GDPR on its own responsibility by using its own data protection declaration and disclosing it to the data subjects in accordance with the legal requirements, in particular by integrating it into the ticket store. The contractual partner will act as the sole point of contact for data subjects and receive and process requests from data subjects. Should a data subject contact Univents with such a request, Univents shall be obliged to forward this to the contractual partner without delay. The contractual partner is also responsible for providing data subjects, upon request, with the essential contents of the provisions of this contract on joint responsibility in accordance with Article 26 (2) sentence 2 of the GDPR. Insofar as a customer asserts its right to object to the sending of direct advertising under Art. 21 GDPR or it revokes consent given in this regard, the respective party shall ensure that this request is implemented without undue delay.
6. If errors or irregularities, as well as violations of provisions of this Agreement or of the applicable data protection law (including the GDPR), are detected, both parties are obliged to inform each other immediately and completely. Both parties are obliged to appoint a competent and reliable data protection officer in accordance with Art. 37 GDPR, if and as long as the conditions for a legal obligation to appoint exist. The parties shall oblige in writing all persons involved in data processing in their respective areas of control to maintain confidentiality with regard to the Customer Data. The Parties shall include the processing of the Customer Data in their respective register of processing activities pursuant to Art. 30 (1) GDPR. Each party may only commission processors to process Customer Data with the prior written consent of the respective other party. The party willing to commit in each case shall be responsible for ensuring compliance with the legal requirements including Art. 28 GDPR. Upon request, it shall provide the respective other party with a copy of the commissioned processing agreement to be concluded and other relevant evidence. The Parties shall otherwise support each other in the fulfillment of their obligations under data protection law with regard to the Customer Data, in particular, provide the other Party upon request with all necessary information about its processing activities and data protection measures with regard to Customer Data.
7. The Parties shall ensure the security of the generated Customer Data and undertake to comply with the applicable statutory provisions in this respect in their respective processing of the Customer Data. They undertake to take the measures required under Art. 32 GDPR in their respective areas of responsibility.
8. The contractual partner itself shall be responsible for the verification and fulfillment of any existing notification obligations vis-à-vis the competent supervisory authority pursuant to Art. 33 of the GDPR or vis-à-vis data subjects pursuant to Art. 34 of the GDPR as a result of a personal data breach within the meaning of Art. 4 No. 12 of the GDPR (“Data Security Breach”). Each Party shall notify the other Party without undue delay of any Data Security Breach it has discovered and shall cooperate to the extent necessary and reasonable in any notification pursuant to Art. 33, 34 GDPR as well as in any clarification and elimination of Data Breaches, in particular by providing without undue delay all relevant information in this context. Before a notification is made, the parties shall coordinate further procedures in mutual consultation with each other.
9. The Parties shall notify the other Party without undue delay if a data protection supervisory authority contacts them in connection with this Agreement, the cooperation, or the data processing. The parties agree that requests by competent data protection supervisory authorities must be complied with as a matter of principle; in particular, any information requested must be provided and opportunities for examination (including on-site) must be granted. As far as possible, the parties shall coordinate with each other before any requests from competent data protection supervisory authorities are complied with or information in connection with this agreement, the cooperation, or the data processing is released to competent data protection supervisory authorities.

§ 15 Final provisions

1. Univents shall be entitled to amend these Terms of Use with effect for the future entire business relationship with the contractual partner. Univents shall notify the contractual partner of the amendment in advance in text form. The amendment shall be deemed approved if the contractual partner has not sent his objection in text form within one month after notification of the amendment. Univents shall specifically point out this consequence to the contractual partner when announcing the change.
2. Univents is entitled to transfer the contract with all rights and obligations to another company, in particular an operating company. The prerequisite for this is that the other company is capable of properly fulfilling the contractual obligations throughout the entire term of the contract. The Contractual Partner hereby consents to such a transfer. The contractual partner shall have the same right and Univents hereby consents to the transfer subject to an individual review, in particular of the creditworthiness of the acquiring contractual partner, provided that the following prerequisites are met:
3. The contractual partner shall notify Univents in text form of the intention to transfer, stating the acquiring contractual partner’s address and, if applicable, the company as well as, in the case of legal entities, the natural person authorized to represent the entity.
4. The contracting party taking over shall declare to Univents in text form and stating the date of the takeover that it is taking over the existing contract including all rights and obligations. Any takeover of the contract includes all mutual rights and obligations, i.e. Univents and the new contractual partner shall be liable to each other for rights and obligations arising from the contract irrespective of when they arose. In particular, Univents is entitled to make payments to the new contractual partner with discharging effect. The transferring contractual partner shall continue to be liable for obligations incurred prior to the transfer until they are fulfilled, even after the transfer, in addition to the acquiring contractual partner.
5. There shall be no verbal collateral agreements. Amendments or supplements to the contract must be made in text form, an agreement via email is sufficient. This also applies to a change of the text form requirement itself.
6. Should individual provisions of the contract be invalid in whole or in part, this shall not affect the validity of the remainder of the contract. The parties undertake to replace the ineffective provision with a provision that comes as close as possible to the economic objective of the ineffective provision; if this is not possible, the statutory provisions shall apply.
7. The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The sole place of performance for delivery, service, and payment shall be Marbach am Neckar.
8. The exclusive (also international) place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Marbach am Neckar.