General Terms and Conditions

Article 1. Definitions and scope of application

1.1. These general terms and conditions govern all contractual relationships between Nooba SRL, a private limited liability company incorporated under Belgian law, whose registered office is located at Avenue du Pesage 17, box 1, 1050 Ixelles, registered with the Crossroads Bank for Enterprises under number BE 1024.327.621 (hereinafter "Nooba", "the Company" or "the Service Provider"), and any natural or legal person who acquires a service or access from Nooba or who uses the platform and application published by Nooba (hereinafter "the Client").

1.2. For the purposes hereof, "Professional Client" or "Organizer" means any natural or legal person acting for purposes within the scope of their commercial, industrial, artisanal or liberal activity, in particular the event organizer who subscribes to the services offered by Nooba as an undertaking within the meaning of Article I.1, 1° of the Belgian Code of Economic Law. "User" or "Consumer" means any natural person who uses the Application or the Platform for purposes which do not fall within the scope of their commercial, industrial, artisanal or liberal activity, within the meaning of Article I.1, 2° of the Belgian Code of Economic Law. "Application" means the mobile application published by Nooba enabling the discovery of events and the purchase of tickets. "Platform" means the website accessible at www.nooba.be and all technical interfaces made available to Professional Clients. "Services" means all services offered by Nooba, as described in Article 3. "Ticket" means the dematerialized access title to an event organized by an Organizer and marketed through Nooba's ticketing solution. "Content" means all visual, audio, textual, photographic, video, graphic, software and creative elements produced by Nooba in the course of its services.

1.3. These general terms and conditions apply to any order, any subscription to a service, any use of the Application or the Platform, and any Ticket purchase through the solutions published by Nooba. They govern both B2B relationships (with Organizers) and B2C relationships (with Users). Where a provision is specific to one of these two customer categories, it is expressly identified as such.

1.4. These general terms and conditions are the only terms applicable. They prevail over any document originating from the Client, including the Client's own general purchasing conditions, unless an express, written and prior derogation has been accepted by Nooba. Such derogation applies only to the relevant order and leaves the other provisions unaffected.

1.5. The Client acknowledges having read these general terms and conditions before placing any order or using the Services and accepts them without reservation. Signing a quotation, validating an online order, creating an account on the Platform or the Application, and purchasing a Ticket constitute full and complete acceptance hereof.

1.6. Nooba reserves the right to amend these general terms and conditions at any time for future orders. Amendments are communicated to the Client by any useful means, including by email or by publication on the Platform. The terms applicable to ongoing relationships remain those in force on the date of acceptance of the quotation or order, unless otherwise required by law.

Article 2. Offer, quotations and acceptance

2.1. For the marketing, in-app, analytics and ticketing services intended for Organizers, each service is first the subject of a quotation or a written commercial proposal, sent by email, in person during a meeting, or by any other means agreed between the parties. The quotation specifies the nature of the services, the relevant scope, the deliverables, the price expressed in euros exclusive of tax and inclusive of all taxes, any applicable commissions, the payment terms and the indicative performance period.

2.2. Unless expressly stated otherwise on the quotation, the quotation remains valid for thirty (30) calendar days from its date of issue. After that period, Nooba reserves the right to adjust its prices and conditions without prior notice.

2.3. The quotation is deemed accepted, and the order firm and final, upon receipt by Nooba of the signed quotation or the Client's written acceptance by any means, including by email. Unless otherwise indicated, the effective date of the service is the date of acceptance of the quotation.

2.4. Any change to the scope of the services requested by the Client after acceptance of the quotation must be the subject of a written agreement. It may lead to an adjustment of the price, a revision of the performance period, or the issuance of an addendum or a new quotation.

2.5. For Users, the order of a Ticket via the Application or the Platform is deemed accepted and concluded when the User validates their basket, accepts these general terms and conditions and payment is confirmed. The User then receives an order confirmation by email, together with the dematerialized Ticket.

2.6. Nooba reserves the right to refuse an order, request additional guarantees or suspend the performance of a service where the request is manifestly unlawful, contrary to accepted standards of morality, technically unfeasible, likely to infringe third-party rights, or where the Client has failed to comply with their obligations in the context of a previous order.

Article 3. Description of the Services and use of the Platform

3.1. Nooba offers Organizers marketing services including, in particular, the creation of videos, the production and dissemination of social media posts, as well as personalized marketing support.

3.2. Nooba also offers marketing services integrated into the Application ("in-app" services), including the sending of personalized notifications to Users, search ranking boosts and visibility boosts for the Organizer's events, under the technical and commercial conditions described in the quotation or order.

3.3. Nooba makes available to the Organizer an analytics service enabling access to performance and data relating to its events, according to the functionalities described at the time of subscription. The statistics and data provided are for information purposes only and do not constitute either a guarantee of results, a performance commitment or management advice.

3.4. Nooba offers a ticketing service that includes the technical hosting of ticket sales, the provision of sales interfaces, the collection and invoicing of sales on behalf of the Organizer, as well as the electronic validation of Tickets. In this respect, Nooba acts as a technical intermediary and collection agent, the contract relating to the event itself being concluded directly between the User and the Organizer. The Organizer remains solely responsible for holding the event, its content, its access conditions, compliance with the applicable regulations and the performance of contractual obligations vis-a-vis Users.

3.5. Nooba makes available to Users, free of charge, an event discovery application enabling them to consult events offered by Organizers and, where applicable, purchase Tickets for those events when the Organizers use Nooba's ticketing solution.

3.6. The Client undertakes to use the Application, the Platform and the Services in accordance with their intended purpose, these general terms and conditions and the applicable regulations. In particular, the Client shall refrain from undermining the integrity or security of the systems, attempting to access data or accounts without authorization, copying, extracting or reusing the Platform's content without rights, and transmitting any unlawful, defamatory, infringing or public-order-offending content.

3.7. Nooba endeavors to ensure the availability and proper functioning of the Platform and the Application. However, it does not assume any obligation of result in this respect and reserves the right, at any time, to carry out maintenance, development or correction operations likely to cause a temporary interruption of the Services. Where possible, such operations are announced in advance.

3.8. Where access to the Services requires the creation of an account, the Client must provide accurate, complete and up-to-date information and keep their credentials confidential. Any use of the account is deemed to be carried out by the Client holding it. The Client shall inform Nooba without delay of any unauthorized use or any security breach affecting their account.

Article 4. Prices and payment terms

4.1. The applicable prices are those indicated in the accepted quotation, in the validated order or displayed on the Platform and the Application at the time of the order. They are expressed in euros and, depending on the case, are structured as fixed-price packages or commissions calculated as a percentage of the turnover generated, in accordance with what is agreed between the parties.

4.2. Prices are exclusive of tax for Organizers and inclusive of all taxes for consumer Users, unless expressly indicated otherwise. Any service fees, payment fees or technical fees applicable to Tickets are communicated to the User before the final validation of the order.

4.3. Unless otherwise agreed between the parties, invoices issued by Nooba are payable within thirty (30) calendar days from their date of issue. Payment is made by bank transfer to the account communicated by Nooba, by electronic payment or by any other means of payment accepted by Nooba at the time of the transaction. For Ticket purchases by Users, payment takes place at the time of the order through the means offered on the Application or the Platform.

4.4. In the event of a dispute concerning an invoice, the Client must notify Nooba in writing within eight (8) calendar days from the date of receipt. After that period, the invoice is deemed accepted without reservation. A dispute, even if raised within the time limit, does not exempt the Client from paying the uncontested amounts.

4.5. With regard to Professional Clients, if full payment is not made by the due date, the outstanding balance automatically accrues default interest, without prior notice, at the rate provided for by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions. The outstanding balance is also automatically increased, without prior notice, by a lump-sum indemnity fixed at ten percent (10%) of the unpaid amount, with a minimum of forty euros (EUR 40.00), to cover administrative recovery costs, without prejudice to Nooba's right to claim reimbursement of higher and reasonable actual costs.

4.6. With regard to consumer Clients, any late payment gives rise to the sending of a first free reminder constituting formal notice. If payment is not made within fourteen (14) calendar days from the third working day following the sending of the reminder by post or from the day after its electronic dispatch, a lump-sum indemnity together with default interest at the statutory rate shall be due, in accordance with Book XIX of the Belgian Code of Economic Law. The lump-sum indemnity is twenty euros (EUR 20.00) if the outstanding balance is less than or equal to one hundred and fifty euros (EUR 150.00); thirty euros (EUR 30.00) plus ten percent (10%) of the amount due on the tranche between EUR 150.01 and EUR 500.00 where the balance falls within that tranche; sixty-five euros (EUR 65.00) plus five percent (5%) of the amount due on the tranche above EUR 500.00, capped at two thousand euros (EUR 2,000.00), where the balance exceeds EUR 500.00.

4.7. Failure to pay an invoice by its due date authorizes Nooba to suspend immediately access to the relevant Services, including the dissemination or promotion of events, and to refuse any new order until all outstanding amounts have been fully regularized, without prejudice to any recovery action.

4.8. Where Nooba acts as collection agent on behalf of the Organizer, the sums collected from Users are remitted to the Organizer after deduction of commissions, agreed fees and any refunds granted to Users, according to the frequency and terms specified in the quotation or order.

Article 5. Cancellation, termination and end of the contract

5.1. Unless otherwise stipulated in the quotation or order, the services subscribed to by Organizers are concluded for a fixed term corresponding to the time required to complete the relevant project or one-off service.

5.2. Cancellation by the Professional Client of a meeting, a marketing service or a scheduled intervention more than seventy-two (72) hours before the agreed date is handled without penalty, Nooba undertaking to offer the Client a new performance date within a reasonable time and subject to availability. For any cancellation occurring less than seventy-two (72) hours before the agreed date, as well as in the event of the Client's absence at the scheduled intervention, a lump-sum indemnity corresponding to ten percent (10%) of the total amount of the relevant service is due to Nooba as compensation for the mobilization and unavailability caused by such late cancellation.

5.3. With regard to Ticket purchases by Users, the contract concerns a leisure activity to be performed on a specified date or during a specified period. In accordance with Article VI.53, 12° of the Belgian Code of Economic Law, the right of withdrawal provided for in Articles VI.47 et seq. of the same Code does not apply. Consequently, no refund may be obtained in the event of the User's renunciation, without prejudice to any refund policies that may be put in place by the Organizer under its sole responsibility. In the event of cancellation or modification of an event by the Organizer, the refund conditions are determined and assumed by the latter, Nooba acting in this respect as a simple technical intermediary.

5.4. Nooba may terminate or suspend the performance of the contract or access to the Services as of right and after formal notice remaining unsuccessful for fifteen (15) calendar days, in the event of a serious breach by the Client of their obligations, in particular in the event of non-payment by the due date, non-compliant use of the Platform or the Application, communication of inaccurate or misleading data, or conduct contrary to public order or third-party rights. In such circumstances, Nooba remains entitled to claim compensation for any additional loss suffered.

5.5. Nooba may terminate or suspend the provision of the Services without compensation where the Organizer is subject to insolvency proceedings, ceases its activity or where maintaining the service harms the image, security or legitimate interests of Nooba or its Users.

5.6. Termination or expiry of the contract, for any reason whatsoever, does not release the Client from the obligation to pay for services already performed and costs reasonably incurred by Nooba before the effective date of termination.

Article 6. Liability

6.1. Nooba undertakes to perform the agreed Services with professionalism, care and diligence, using the means reasonably necessary for their proper performance. Nooba's obligations, unless expressly agreed otherwise, are obligations of means and not obligations of result.

6.2. The Client acknowledges that marketing, support, ranking, visibility boost and data analysis services inherently involve uncertainty and cannot guarantee a commercial result, a sales volume, a number of participants or a specific return on investment. Nooba may therefore not be held liable for whether or not commercial objectives set by the Client are achieved.

6.3. Nooba assumes no liability for the holding, content, quality, safety or cancellation of events offered by Organizers on the Application or the Platform. The Organizer alone is responsible, vis-a-vis Users and third parties, for the performance of the contractual obligations attached to the event, compliance with the applicable regulations, obtaining the necessary authorizations, taking out the required insurance and handling claims.

6.4. The Client alone is responsible for the accuracy, lawfulness and quality of the content, information, visuals, trademarks, logos, photographs, texts or data that it transmits to Nooba for the performance of the services. The Client shall indemnify Nooba against any claim, action or demand from third parties based on Nooba's use of the elements provided by the Client in accordance with the instructions received.

6.5. Nooba may not be held liable for delays, interruptions or performance failures resulting from external unforeseeable factors or factors beyond its control, in particular the failure of a supplier, a technical service provider, a payment operator or a telecom operator, the interruption of a third-party service, malicious hacking, denial-of-service attacks, or late or incomplete communications from the Client.

6.6. In accordance with Book 6 of the new Belgian Civil Code, Nooba's liability, whether contractual, extra-contractual or otherwise, is in all circumstances limited to the total amount actually paid by the Client for the service concerned by the dispute during the twelve (12) months preceding the occurrence of the triggering event, except in the event of gross negligence or willful misconduct. Compensation shall primarily take the form of financial indemnification. Indirect and non-material damages are excluded from any compensation, including, without limitation, loss of profit, loss of opportunity, loss of chance, damage to image or reputation, loss or alteration of data, as well as reconstruction costs. Only certain, actual and duly demonstrated damages give rise to compensation, to the exclusion of any hypothetical or unproven loss. For any situation not expressly governed hereby, the supplementary provisions of Book 6 of the new Belgian Civil Code shall apply.

Article 7. Intellectual property and license

7.1. Nooba remains the exclusive holder of all intellectual property rights and related rights relating to the Application, the Platform, their interfaces, their databases, their source code and object code, their graphic identity, their architecture, their algorithms, as well as all tools, methodologies, know-how and prior or independent developments used in connection with the Services.

7.2. Nooba also remains the exclusive holder of all intellectual property rights in the Content that it creates for the Client in the course of its marketing services, including videos, visuals, publications, texts, graphic creations and other deliverables, subject to third-party rights communicated to it by the Client for integration into the creation.

7.3. Subject to full payment of the agreed price and for the entire statutory term of protection of the relevant rights, Nooba grants the Professional Client a non-exclusive, non-transferable and non-assignable license to use the Content created on its behalf, exclusively for the promotion of its activity and its events. This license is granted for Belgium as well as for the territories in which the Client carries on its activity or disseminates its events, and for the digital and physical media and channels used by the Client for the relevant promotion. Any use exceeding the scope thus defined, including transfer to a third party, sub-licensing, transformation, adaptation or incorporation into a derivative work, requires Nooba's prior written consent and may give rise to additional remuneration.

7.4. Nooba reserves the right to mention the Client, its logo, its name, as well as extracts or previews of the Content produced, for commercial reference purposes on its website, its social media, its portfolio, in calls for tenders and in any promotional communication, unless the Client objects in writing.

7.5. The Client warrants that it has all rights, authorizations and licenses necessary to transmit to Nooba the elements that it provides for the performance of the services, including trademarks, logos, texts, photographs, videos and data. The Client shall indemnify Nooba against any action, claim or demand from third parties based on infringement of intellectual property rights or personality rights as a result of the elements it transmitted.

7.6. Any unauthorized reproduction, representation, adaptation, modification, dissemination or exploitation of the Platform, the Application, the Content or any protected element belonging to Nooba constitutes an infringement of intellectual property rights within the meaning of Book XI of the Belgian Code of Economic Law and exposes its author to the civil and criminal penalties provided for by law.

Article 8. Protection of personal data

8.1. In the course of its activity, Nooba processes personal data relating to Users, Organizers and their representatives. Such processing is carried out by Nooba in its capacity as data controller, whose contact details are set out in Article 1, in accordance with Regulation (EU) 2016/679 of 27 April 2016 (GDPR) and the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data.

8.2. The data processed include in particular surname, first name, postal address, email address, telephone number, connection data, technical data relating to the use of the Application or the Platform, payment data, data relating to consulted events or acquired Tickets, as well as any other data voluntarily communicated by the data subject.

8.3. The purposes of the processing are account management, provision of the Services, performance of orders, billing management, customer service, improvement and security of the Platform and the Application, fraud prevention, compliance with applicable accounting, tax and legal obligations and, subject to prior collection of consent where required, the sending of promotional communications relating to Nooba's Services.

8.4. The legal bases for the processing are, as the case may be, the performance of the contract or of pre-contractual measures taken at the request of the data subject, compliance with a legal obligation incumbent on Nooba, Nooba's legitimate interest in managing and developing its activity as well as securing its systems, or the prior and freely given consent of the data subject.

8.5. Where Nooba provides the ticketing service on behalf of an Organizer, it may be required to transmit to the latter the personal data necessary for the management of the event (including access control and the communication of useful information to Users). In respect of such data, the Organizer acts as a separate data controller and must comply with its own obligations under the GDPR. The allocation of responsibilities is, where applicable, formalized in the quotation or in a specific addendum.

8.6. Data are only disclosed to third parties where necessary for the performance of the contract or compliance with a legal obligation, in particular to Nooba's technical processors (hosting, payment, communication), its professional advisers, or the competent authorities where such disclosure is legally required. Nooba ensures that its processors provide sufficient guarantees in terms of data security and confidentiality.

8.7. Data are kept for the period necessary to achieve the purposes for which they were collected, increased by the retention periods imposed by the applicable legal obligations, in particular in accounting and tax matters (seven years from the close of the relevant financial year) and, where appropriate, for the duration of the statutory limitation periods applicable to liability actions.

8.8. The data subject has, under the conditions and within the limits laid down by the applicable regulations, a right of access to their data, a right to rectification, a right to erasure, a right to restriction of processing, a right to portability, a right to object on legitimate grounds, as well as the right to withdraw consent at any time where the processing is based on such consent. Any request may be sent to Nooba by post to the address mentioned in Article 1 or by email to the contact address indicated on the Platform. The data subject also has the right to lodge a complaint with the Data Protection Authority, located at Rue de la Presse 35, 1000 Brussels (contact@apd-gba.be).

8.9. For the remainder, the arrangements governing Nooba's processing of personal data are detailed in the Data Protection Policy accessible on the Platform and the Application, which supplements these general terms and conditions.

Article 9. Confidentiality

9.1. Nooba and the Client undertake to treat as confidential all information, of whatever nature, communicated by the other party in the context of the contractual relationship and which is confidential either by its nature or because of the circumstances in which it is communicated.

9.2. This obligation notably covers the other party's technical, commercial, financial, strategic and marketing elements, including its customer or prospect databases, prices, methodologies, attendance statistics, content in production, as well as information relating to Nooba's technical solution.

9.3. The confidentiality obligation does not apply to information that has entered the public domain independently of a breach of this obligation, information already known to the receiving party before its disclosure, information lawfully obtained from a third party not bound by a confidentiality obligation, or information whose disclosure is required by law or by a final judicial or administrative decision.

9.4. The confidentiality obligation remains in force throughout the contractual relationship and for five (5) years after its termination, without prejudice to the provisions of Article 8 relating to personal data.

Article 10. Force majeure and hardship

10.1. Neither party may be held liable for a delay or non-performance resulting from a force majeure event, understood as any unforeseeable, irresistible event external to the parties' will, making it impossible, temporarily or permanently, to perform all or part of the contractual obligations. Without this list being exhaustive, the following are notably deemed force majeure events: natural disasters, epidemics, pandemics, fires, floods, acts of terrorism, general or sectoral strikes, major failures of suppliers or technical service providers, interruptions to energy or telecommunications networks, large-scale cyberattacks, unforeseen administrative decisions and any event recognized as such by the Belgian courts.

10.2. In the event of such an occurrence, the affected obligations are suspended for the duration of the impediment. If the impediment continues beyond sixty (60) calendar days, either party may terminate the contract by written notice sent to the other party, without any indemnity being due, subject to payment for services already performed and costs reasonably incurred up to the effective date of termination.

10.3. Where, as a result of an unforeseeable change in circumstances external to the parties, performance of the contract becomes excessively onerous for one of them, to the point that it would be manifestly unreasonable to require performance under the initially agreed conditions, the parties undertake to renegotiate the terms of the contract in good faith. Failing agreement within thirty (30) calendar days from the request for renegotiation, either party may terminate the contract in writing, without indemnity, subject to payment for services already performed and costs incurred up to the effective date of termination.

Article 11. Invalidity

11.1. The nullity, illegality or unenforceability of a clause or part of a clause of these general terms and conditions, declared by a judicial decision or resulting from a legislative amendment, shall not affect the validity of the other clauses, which shall remain in full force and effect. The parties undertake to replace the invalid clause with a valid provision whose economic and legal effects are, as far as possible, close to those of the invalidated clause and consistent with the parties' initial common intent.

11.2. No failure by Nooba at any given time to rely on a provision of these general terms and conditions may in any circumstances be interpreted as a waiver of its right to rely on it later.

Article 12. Applicable law, amicable resolution and competent jurisdiction

12.1. These general terms and conditions, as well as all contractual relationships between Nooba and the Client, are governed exclusively by Belgian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 11 April 1980) is expressly excluded.

12.2. In the event of a dispute concerning the interpretation, performance or validity hereof, the parties undertake to seek, prior to any legal action, an amicable solution. To that end, the Client may send Nooba a written complaint, by post or by email, detailing the subject matter of the dispute. Nooba undertakes to respond within a reasonable time.

12.3. The consumer Client also has the option of using the Consumer Mediation Service (Boulevard du Roi Albert II 8, 1000 Brussels, www.mediationconsommateur.be) or the European Online Dispute Resolution platform, accessible at https://ec.europa.eu/consumers/odr, where the conditions for those procedures are met.

12.4. Failing amicable resolution, any dispute shall fall within the exclusive jurisdiction of the courts and tribunals of the judicial district of Brussels, without prejudice to the mandatory rules on territorial jurisdiction applicable to consumer relationships under the Belgian Code of Economic Law and the Belgian Judicial Code.