Terms and conditions

Version: December 2022

Terms and Conditions GoGiGi BV (under incorporation)

We are GoGiGi BV i.o. (GiGi). We offer an extensive leisure discovery platform for the queer community with an integrated ticketing solution (altogether, Services).You can find more information about GiGi on our website: www.gogigi.com (the Website).

These terms and conditions (Terms) apply to the relationship between GiGi and its Customer (Customer), and to any and all use of our Services. The use of any Service provided by GiGi is conditioned upon Customer’ compliance and acceptance of these Terms.

1                  DEFINITIONS

1.1                GiGi: GoGiGi BV i.0., a limited liability company under incorporation under the laws of the Netherlands. The company is being registered with the Dutch Chamber of Commerce. The company’s registered office will be at De Holle Bilt 25, 3732 HM De Bilt. GiGi is also referred to as we and our.

1.2                Customer: any legal entity with whom GiGi has concluded the Agreement.

1.3                Agreement: the agreement concluded between GiGi and Customer, which consists of these Terms, the Cooperation Agreement, the OrderForm(s) and any annexes attached thereto.

1.4               Cooperation Agreement: the agreement between GiGi andCustomer in which Parties lay down their mutual rights and duties for Services delivered by GiGi.

1.5                Event: any event for which GiGi has agreed to provide their Services.

1.6               Fee: the fee(s) due and owed by Customer to GiGi for the use of the Services, as concluded in the Agreement.

1.7                Hardware: The (ticketing)hardware and any additional hardware GiGi (sub)leases, sells or otherwise makes available to Customer in the context of the Agreement, including the smartphone(s), Optic on Scanner and back-up (Wi-Fi) devices.

1.8               Office Hours: Monday to Friday from 8:30 to 17:00CET, except official holidays in the Netherlands.

1.9               Operating Time: The time-frame as defined in theAgreement in which GiGi delivers its Services.

1.10              Order Form: The standard document used to describe in more detail the scope of the Services provided by GiGi.

1.11              Party or Parties:Customer or GiGi respectively Customer and GiGi.

1.12              Staff: Any employee or Supplier hired by GiGi to provide Services.

1.13              Software: the ‘as is’ or ‘custom made’ (ticketing) software and any additional software GiGi makes available to Customer in the context of the Agreement, including the web-based GiGi-application and GiGi-dashboard.

1.14              Supplier: any supplier, subcontractor or licensor of GiGi.

1.15              User: any person working for Customer that is authorized to use the Application and/or Services, or any person registered as an online user that is confirmed by GiGi per email.

Other definitions – recognizable by use of a capital letter at the beginning - may also be explained in-text in the below.

2                  OFFERS AND QUOTATIONS

2.1                All our offers and quotations are non-binding (vrijblijvend), unless expressly agreed otherwise in writing. An offer or quotation only applies to the Services specified therein and do not apply to the use of possible futureServices.

2.2               GiGi may revoke the offer or quotations after Customer accepted it, in case GiGi can no longer carry out the activities as specified in the offer or quotation. In such case, GiGi will consult Customer in order to make a new arrangement that shall be as close as possible to the intent of the initial offer or quotation.

2.3               When you provide us with certain information, we may assume that the information provided is correct and we will base the offer or quotation on that information. If you provide us with other or additional information after we have made the offer or quotation, such offer or quotation may be adjusted.

2.4               Customer cannot hold GiGi to an offer or quotation if Customer can reasonably understand that the quotation or offer (or a part thereof) contains an obvious mistake or error.

2.5               GiGi has the right to refuse to make an offer or quotation without stating reasons.

3                  MUTUAL OBLIGATIONS FOR EXECUTING AGREEMENT

3.1                Where it is agreed that GiGi shall provide Services to the Customer, the Services to be provided, the price payable and any other terms agreed between Parties shall be set out in the Agreement.

3.2               After concluding the Agreement, Customer shall as soon as possible provide GiGi withall information necessary to execute the Agreement.

3.3               GiGi shall perform Services under this Agreement with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry. This includes that GiGi may provide more Services than stated in theAgreement if necessary for the proper execution of the Agreement. GiGi may charge for consequential costs and will inform the Customer about this within a reasonable time.

Customer may only use the Services for the normal, operating business of Customer and its Users within the (reasonable) boundaries of the Agreement and the applicable laws. Customer and its Users are not entitled to misuse or to perform any disproportionate behaviour when using the Services, including but not limited to offensive behaviour or content, fraud, money laundering or other behaviour contradictory by law.

4                  AGREEMENT:DURATION AND TERMINATION

4.1               The Agreement will enter into force on the date of signature of the Cooperation Agreement (Effective Date). The Agreement shall be entered into either a fixed or unlimited time and shall have the duration as agreed in the Cooperation Agreement (Initial Term).

4.2               After the Initial Term, the Agreement will automatically be renewed for the duration of the Initial Term, unless agreed otherwise in the Cooperation Agreement.

4.3               After the Initial Term, each Party may terminate the Agreement through a registered letter, taking into account a three (3) months’ notice before the end of the current term of the Agreement.

4.4               GiGi may terminate the Agreement with immediate effect through a registered letter, without being held to pay any damages or indemnification, in the following situations:

4.4.1         Customer had gone bankrupt or is in suspension of payments;

4.4.2        Customer is dissolved or liquidated;

4.4.3        Customer can otherwise no longer freely dispose of its assets;

4.4.4        Customer does not, not fully or not timely fulfil its obligations of the Agreement.

In such situations Customer must indemnify GiGi for the damages resulting from the termination.

5                  FEESAND PAYMENT

5.1                Services are delivered at the rates as agreed upon in the Cooperation Agreement and/or Order Form. All rates are in euros (EUR) exclusive of VAT and other levies imposes by relevant authorities.

5.2               The costs of the Services (Fees) will be either automatically collected or invoiced periodically. All Fees will be due and payable each period in advance.

5.3               Customer will pay the invoices within thirty (30) days after the date of invoice, unless Parties agree otherwise in writing. Any objections to the invoices must be made by Customer in writing in a timely manner, i.e. before the end of the afore mentioned period.

5.4               GiGi may change the applicable rates once per contract year or in the event of unforeseen cost-increasing circumstances, within reasonable limits. GiGi will notify Customer of such rate changes, not later than one (1) month prior to the date the new rate will take effect.

5.5               Customer agrees that in the event GiGi is unable to collect the Fees owed by Customer or Customer does not pay the Fees within the period as referred to in article 5.3, GiGi will give Customer a notice of default. If Customer continues to fail to pay the Fees, Customer will be in default. In such case, Customer shall be due to pay GiGi the owed Fees accumulated with an interest of at least 1.5% or the highest amount permitted by the applicable law wettelijke rente), as well as any debt collection costs. Also, GiGi will be entitled to suspend the execution of the Services (or part thereof) after giving Customer prior notice.

6                  SOFTWARE (“AS IS”)

6.1               Customer may use the Software for the duration of the Agreement. Customer will use the Software in a careful manner.

6.2               The Software is available as a Software as a Service (SaaS) for computers and/or handheld mobile devices running [iOS and Android]. The Software may include (the option to use) integrated applications or modules made available by Suppliers (API), for example SecureSwap by Ticketswap.

6.3               GiGi will provide Customer with the required username(s) and password(s) for its Users to get access to the Software. Usernames and passwords are strictly personal and confidential. Customer will treat these credentials confidential and will only disclose them to authorized Users. GiGi is not liable for any damages that result from the loss or theft of usernames or passwords.

6.4               During the term of the Agreement, it is not possible to reduce the number of Users or share accounts. If any User does not use its username and password anymore, Customer shall ask GiGi in writing to remove that User and transfer the username and password to a third party.

6.5               Customer is solely responsible for the use and confidentiality of the Software provided by GiGi, which includes but is not limited to usernames and passwords. Furthermore, Customer is solely responsible for testing, installing and using any Software and/or API(‘s).

6.6               GiGi will make reasonable efforts to make the Software available at all times in accordance with the Agreement. However, Customer acknowledges that the Software is provided over the internet and mobile networks and thus the quality and availability may be affected by factors outside the reasonable control of GiGi.

6.7               GiGi cannot be held responsible for any difficulties related to accessing the Software and/or the API or the unavailability thereof. Customer is responsible for the required communication, data, backup and storage facilities of the use of the Software, unless Parties have agreed upon differently in the Agreement.

6.8               GiGi may modify or improve the Software from time to time to improve functionality or user experience or due to changes in the relevant laws and regulations. This may result in any downtime for which GiGi is not responsible. Any planned maintenance will be announced by GiGi, at least seven (7) hours before such maintenance takes place. Where possible, GiGi will perform such maintenance outside Office Hours and Operating Time.

6.9               If the modifications in the Software will lead to additional costs for Customer, GiGi will notify Customer as soon as possible. In such case, Customer may terminate the Agreement in writing, before the date the modifications take effect, unless such modifications are related to changes in the relevant laws and regulations.

6.10             All Software provided by GiGi is provided ​“AS IS”. Customer acknowledges that the API is provided by Supplier on its own term and discretions and that GiGi cannot guarantee the functionality/availability of such API. To the maximum extent permitted by applicable law, GiGi hereby disclaims all implied warranties regarding the availability of the Software and API.

7                  SOFTWARE (“CUSTOM MADE”)

7.1                GiGi shall complete the development of the Software according to the specification in writing (Specifications) provided by Customer and by the dates given in the Agreement.

7.2               Customer may request (in writing only) that reasonable changes be made to the Specifications. If the Customer requests such changes, GiGi shall at its best efforts implement the requested changes at no additional costs to the Customer and without delaying delivery of the Software. In the event that the proposed changes will, at the sole discretion of GiGi, require a delay in the delivery of the Software or would result in additional costs to the Customer, the Customer and GiGi shall confer and the Customer may either withdraw the proposed changes or request GiGi to deliver the Software with the proposed changes and subject to the delay and/or additional costs.

7.3               On the delivery date, as agreed upon in the Agreement, the Software shall function in accordance with the Specifications provided by Customer.

7.4               Any finding of non-conformity of the Software by the Customer shall be provided to GiGi by a notice in writing within [14 days] after the delivery date. After the afore mentioned term and without the notice in writing indicating non-conformity, the Software shall be deemed conform and accepted by Customer.

7.5               GiGi guarantees that the Software will not violate the intellectual property rights of any other party.

7.6               GiGi guarantees that, for a period of [12 months] after the delivery date, the Software shall operate according to the Specifications. If the Software malfunctions, or in any way does not operate according to the Specifications within that time, GiGi shall take any reasonably necessary steps to fix the issue and ensure the Software operates according to the Specifications.

8                  HARDWARE (SUB)LEASE

8.1               GiGi warrants that the Hardware provided on (sub)lease to Customer will be in accordance with the requirements to perform the Agreement.

8.2               Delivery of the Hardware takes place at the location designated by the Customer. Transport shall be paid for as agreed in the Order Form. Any time agreed between the Parties for such delivery shall [not] be of the essence of the Agreement.

8.3               Customer guarantees that it shall inspect the (sub)leased Hardware on conformity with the Agreement upon delivery, and that it shall inform GiGi in case of non-conformity as soon as possible and no later than 48 hours after delivery. In such case, GiGi shall recover the non-conformity as soon as possible on a reasonable effort basis.

8.4               The conformity of the Hardware will be and shall remain at GiGi’s risk until theHardware is delivered to Customer and is found to be conform the requirements of this Agreement. After this, the Hardware shall remain at Customers risk. Customer guarantees to hold the Hardware with all due skill and care, in a good and work manlike manner and that the Hardware is properly protected against, for example, theft, loss or damage. Any loss, harm or any other form of damages with regard to the Hardware shall remain at Customers risk until the Hardware is handed back over to GiGi and found to be conform the state of delivery by GiGi.

8.5               Customer shall report defects in Hardware to GiGi immediately after discovery.

8.6               GiGi maintains the Hardware (sub)leased to Customer. Customer will not maintain the Hardware itself, or have them maintained by a third party, unless agreed upon otherwise by Parties.

8.7               GiGi will use its best effort to recover any defects in Hardware within a reasonable period of time, by way of corrective maintenance (as far as reasonably possible) or replacement. The days and times when maintenance or replacement takes place will be agreed upon by Parties.

8.8               The following defects are excluded from GiGi’s obligation to recover defects:

8.8.1         Defects that the Customer has or should have noticed during its inspection on conformity and that are accepted by Customer;

8.8.2        Defects as a result of external causes;

8.8.3        Defects that can be attributed to Customer and/or its employees or Users;

8.8.4        Defects that are the result of careless, incorrect or improper use of the Hardware;

If GiGi does repair defects as mentioned above, GiGi may charge the costs thereof in accordance with GiGi’s usual rates.

8.9               If data is lost in the event of a defect in the Hardware or in the maintenance thereof, GiGi will endeavour to repair or reconstruct the lost data. GiGi is not obliged to restore or reconstruct the data, if this is not reasonably possible. If the loss of the data results in a data breach in the sense of the relevant privacy legislation, GiGi will implement all its obligations in that context and assist the Customer with its obligations, in accordance with the Data Processing Agreement.

9                  HARDWARE PURCHASE

9.1               GiGi warrants and guarantees that all Hardware purchased by Customer and provided by GiGi will be:

9.1.1         free from defects in design, workmanship, construction and material;

9.1.2         new, unless agreed upon otherwise;

9.1.3         conform the applicable specifications and drawings provided preceding the purchase; and

9.1.4         in every aspect suitable for reasonable use by Customer.

9.2               Delivery of the Hardware takes place at the location designated by the Customer. Transport shall be paid for as agreed on by Parties in the Order Form. Any time agreed between the parties for such delivery shall [not] be of the essence of the Agreement.

9.3               Customer guarantees that it shall inspect the purchased Hardware on conformity with the Agreement upon delivery, and that it shall inform GiGi in case of non-conformity as soon as possible and no later than 2 days after delivery. In such case, GiGi shall recover the non-conformity on a reasonable effort basis.

9.4               The conformity of the Hardware will be and shall remain at GiGi’s risk until the Hardware is delivered to Customer and is found to be in conform the requirements of this Agreement. After this, the Hardware remains at Customers risk, with the exception of any defect or non-conformity arising or manifesting itself within [12 months] after delivery and which is, based on the generally accepted practice, at the risk of GiGi.

9.5               Where there is a breach of the warranty contained in this clause by GiGi, Customer may require GiGi to repair or replace the defective Hardware at GiGi’s risk and expense or repay the price or part of the price relating to the defect to Customer, without thereby waiving any rights or remedies otherwise provided by law and/or elsewhere in this Agreement.

9.6               Hardware repaired or replaced shall be subject to these Terms in the same manner as the originally delivered Hardware.

10                STAFFAND CUSTOMER SERVICE

10.1              GiGi operates a Customer Service. The Support Desk is available to the Customer and its Users for (technical) support. The Support Desk operates during Office Hours and can be reached by mail and the Software. Additionally, support is provided during the Operating Time by the Staff present at  the Event (if part of the Cooperation Agreement).

10.2             Customer ensures that GiGi’s Staff will have access to all Agreed Events and that it will be allocated parking space for production and will be provided all given means/access reasonably necessary for providing the Services.

11                RETENTION OF TITLE

11.1              When GiGi sells any Software, Hardware or any other information, product or material to Customer, all ownership-rights remain to GiGi until Customer has fully complied with all its obligations. Intellectual Property Rights are excluded from this provision, as they remain with GiGi at all times (see article 12).

11.2              When Customer (sub)leases hardware or any other product or material from GiGi, and/or when GiGi (sub)licenses software and/or any other intellectually protected information or product, GiGi remains the owner of it at all times.

11.3              When GiGi wishes to exercise its ownership-rights, Customer shall provide GiGi unconditional and irrevocable permission and/or cooperation to do so.

11.4              Customer will do everything that can reasonably be expected of it to secure the properties of GiGi.

12                INTELLECTUAL PROPERTY

12.1              GiGi (or our licensor or supplier, as applicable) is the exclusive owner of all intellectual property rights vesting in and relating to and vesting in the Application and Services and underlying source- and object code, such as – but not limited to – patents, patent applications, trademarks, trademark applications, database rights, service marks, trade names, copyrights, trade secrets, licenses, domain names, know-how, property rights and processes (Intellectual Property Rights).

12.2             GiGi grants Customer and its Users a non-transferrable, non-exclusive and revocable license intended for fair use of the Application and Services. Customer is fully responsible for the use of the Software by its Users.

12.3             For software as meant in article 8 (Software Custom Made), GiGi grantsCustomer a non-exclusive, non-transferrable, royalty-free license to use the Softwareas meant in this article in the Netherlands, or within the region that reasonably applies taking into account the intended use known before entering into the Agreement and for the purposes that logically follow from the Agreement, unless agreed otherwise in the Cooperation Agreement (License). Customer may sub-license the License to its authorized or confirmed Users only.

12.4             Customer and its Users will not reproduce, resell, or distribute the Application, Software or Service, unless GiGi explicitly has given prior consent in writing todo so.

13                PRIVACY

13.1              GiGi complies with the General Data Protection Regulation (Algemene Verordening Gegevensbescherming) (GDPR).

13.2             When you make use of our Services, we will collect certain personal data about you as Customer – whereby we act as DataController within the meaning of the GDPR. In our privacy policy you can read which personal data we collect and for what purposes. The Privacy Policy is available on request.

13.3             As for the data transmitted through the GiGi Software (e.g. information about tickets and Event Guests), GiGi acts a DataProcessor within the meaning of the GDPR. We will enter into a DataProcessing Agreement with you as required by the GDPR. This Data ProcessingAgreement is available on request.

14                CONFIDENTIALITY

14.1              GiGi and Customer will keep all information that they receive, process or exchange as part of the Agreement confidential against third parties. Information is considered confidential if this results from the nature of the information or if the information is explicitly designated as confidential by GiGi and/or Customer.For the avoidance of doubt, any data or information uploaded by Customer in the Application is considered confidential information of Customer. Also, each Party will not make announcements about this to third parties, except for announcements set forth in article 12.2. GiGi and Customer shall not use any information for any purpose other than is necessary for the executions of the Agreement.

14.2             Each Party may divulge that Customer has entered into the Agreement and GiGi may describe its activities on account of the Agreement in its marketing materials in general, non-confidential terms. Furthermore, Customer agrees that after theAgreement has been signed, GiGi may issue a press release.

14.3             GiGi and Customer are not obliged to a compensation payment or indemnification, if they are legally obliged to disclose the confidential information.

14.4             Customer will impose the obligations set out in this article to its Users as well.

15                LIMITATION OF LIABILITY

15.1              GiGi is not liable for damage of Customer or User that occurs due to the fact GiGi assumed incorrect or incomplete information provided by Customer or User to be correct or complete in the execution of the Agreement.

15.2             Parties are at all times obliged to perform those acts reasonably required to limit or prevent (possible) loss and damage to one of the other Parties to this Agreement, regardless of whether this Party will be liable for such (possible) loss or damage.

15.3             If GiGi is liable, for any reason, the liability will be limited to 75% of the amount paid by the customer for the use of the application and services with a maximum of EUR 5.000.

15.4             Nothing in these Terms will exclude or limit the liability of GiGi if this cannot be excluded or limited under the applicable law, such as in the case of intent or gross fault by GiGi.

15.5             GiGi is in any event not liable for:

15.5.1       the actions or inactions of Customer or its Users;

15.5.2       the situation where the device of User is stolen and any third party subsequently makes use of the account of User;

15.5.3       failure to meet any of GiGi’s obligations under the Agreement where such failure is due to events beyond GiGi’s reasonable control (for example a network failure);

15.5.4       anydamage or alteration to the equipment of User including, but not limited to,computer equipment and devices as a result of the use of the Software.

16                INDEMNIFICATION

16.1              Customer agrees to indemnify, defend and hold harmless GiGi and GiGi’s Suppliers from any third party claims, liability, damages and/or costs (including, but not limited to, attorney fees) arising from the use of the Software and Services by Customer and its Users, violation of the Agreement or the infringement or violation by Customer or any User, of any Intellectual Property or other right of any person or entity.

17                MISCELLANEOUS

17.1              No omission or delay on the part of any Party in exercising any right, power or remedy under this Agreement, shall prejudice or impair such right, power or remedy or be construed as a waiver thereof. Any single or partial exercise of such right, power or remedy shall not preclude any other or future exercise thereof or the exercise of any other right, power or remedy.

17.2              GiGi reserves the right to modify or replace these Terms at any time if GiGi finds this reasonably, necessary and useful. When we change these Terms in a significant way, we will notify Customer via mail.

17.3              If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the maximum extent necessary so that the rest of these Terms will remain in full force and effect and stay enforceable. Any such unenforceable or invalid provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable, and which interpretation shall be as close as possible to the intent of the invalid provision.

17.4             GiGi may subcontract or otherwise assign its rights and obligations arising from the Agreement, if such is necessary for the execution of the Agreement or in case of a merger or acquisition. Customer may not subcontract or otherwise as sign its rights and obligations arising from the Agreement, without prior written consent of GiGi.

18                APPLICABLE LAW AND JURISDICTION

18.1              These Terms shall be governed by and construed in accordance with the laws of the Netherlands.

18.2             Unless mandatory law compels differently, all disputes resulting from or arising in connection with these Terms shall be exclusively submitted to the competent court of Utrecht, the Netherlands, unless the dispute can be settled in an amicable fashion.

GoGiGi BV i.o.

De Holle Bilt 25

3732 HM De Bilt

The Netherlands

E:              hello@gogigi.com

Chamber of Commerce: _tbc_

VAT:         _tbc_

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