Organizer Agreement

00Parties

This Organizer Agreement (“Agreement”) is between:

• UpTo V.O.F., registered with the Dutch Chamber of Commerce (KvK) under number 98872923, VAT number NL868681258B01, based in Groningen, the Netherlands, contact contact@upptoapp.com (“UpTo”, “we”, “us”); and
• You, the person or organization that activates an organizer account on the UpTo app to publish events and sell tickets (“Organizer”, “you”).

By activating organizer features, you accept this Agreement. We record the version and the date/time of your acceptance.

01Definitions

• App — the UpTo mobile application and related services.
• Event — an event you publish on the App.
• Attendee — a user who buys or claims a ticket to your Event.
• Ticket — the right to attend an Event, sold or given away through the App.
• Commission — UpTo’s fee, defined in §4.
• Stripe — Stripe Payments Europe, our payment processor, via Stripe Connect.

02Our role: we are an intermediary, not the seller

2.1 UpTo is a marketplace and intermediary. When an Attendee buys a Ticket, the contract for that Ticket is between the Attendee and you (the Organizer). You are the seller and the party responsible for the Event.

2.2 UpTo collects payment in the name of and on behalf of the Organizer. Payment by the Attendee to UpTo discharges the Attendee’s obligation to pay you. UpTo then transfers the funds to you, less the Commission, via Stripe.

2.3 UpTo does not organize, host, or control your Events and is not a party to the Ticket contract. You are solely responsible for delivering the Event as advertised.

03Your account and eligibility

3.1 You must be at least 18 years old to be an Organizer.

3.2 You must provide accurate, current information about yourself / your organization and keep it up to date.

3.3 Trader / non-trader status. You must tell us truthfully whether you act as a business (trader) or as a private individual / non-commercial organization (non-trader). This affects the consumer-law rights of your Attendees, and we display it to them.

3.4 To receive payouts you must complete Stripe Connect onboarding. Your use of Stripe is also governed by the Stripe Connected Account Agreement, which you accept as part of onboarding. Stripe performs identity verification (KYC); we may rely on it.

3.5 Verification badge. UpTo may grant a “verified” badge at its discretion as a trust signal. Having the badge is separate from having an organizer account, and we may grant, withhold, or remove it.

04Commission and fees

4.1 For each paid Ticket sold through the App, UpTo charges a Commission of the greater of 7% of the ticket price or €0.60 per ticket, plus 21% Dutch VAT (BTW) on that Commission.

4.2 For free Tickets, the Commission is €0.

4.3 The Commission is deducted automatically at the moment of sale; you receive the ticket price minus the Commission.

4.4 VAT invoicing. UpTo issues you a periodic invoice for its Commission (with VAT). For business Organizers established in another EU country with a valid VAT number, the reverse-charge mechanism (“btw verlegd”) applies.

4.5 VAT of the Ticket itself and any other tax on your Event are your responsibility, not UpTo’s. You are responsible for issuing any invoice the Attendee is entitled to.

4.6 Changes to the Commission. We may change the Commission or fees, but we will give you at least 15 days’ prior notice (Regulation (EU) 2019/1150, “P2B”, art. 3). If you do not agree, you may close your organizer account before the change takes effect; continuing to sell after it takes effect means you accept it.

05Payouts

5.1 Payouts are made to your connected Stripe account.

5.2 Payout timing. Funds from Ticket sales are held until after your Event has taken place and are then released to your Stripe account. This protects Attendees (and you) against refunds and chargebacks on an Event that has not yet happened.

5.3 Extended hold. UpTo may extend the hold on part or all of your funds where there is a reasonable risk of refunds, chargebacks or fraud (for example: unusually high dispute rates, indications the Event may not take place, or a breach of this Agreement), for as long as reasonably necessary.

06Refunds, cancellations and chargebacks

6.1 You cancel the Event. If you cancel, every Attendee is fully refunded, including UpTo’s Commission. You authorize UpTo to process these refunds on your behalf.

6.2 No right of withdrawal for Attendees. Tickets for events tied to a specific date are exempt from the EU 14-day right of withdrawal (Consumer Rights Directive art. 16(l)). Attendees are not entitled to a refund merely for changing their mind.

6.3 Voluntary refunds are between you and the Attendee. UpTo does not mediate or decide refund requests beyond the cases in this §6. If an Attendee asks for their money back for personal reasons, that is handled directly between the Attendee and you, at your discretion. This is also stated in the user Terms & Conditions.

6.4 Material change to the Event. The App does not allow changing the date of an Event that has paid sales; a date change requires cancelling the Event, which triggers full refunds under §6.1.

6.5 Chargebacks are your responsibility. If an Attendee disputes a payment and the bank reverses it (chargeback), or a refund is due for a reason attributable to you or your Event, you bear the cost. You authorize UpTo to recover (set off / clawback) such amounts, plus any related fees, from your held funds, from future payouts, or by direct invoice if your balance is insufficient.

6.6 Fraud / policy breach. UpTo may refund Attendees and/or withhold your funds where we reasonably believe an Event is fraudulent, will not take place, or breaches this Agreement.

07Your Event: content, conduct and licences

7.1 You are responsible for your Event, its legality, safety, permits, and delivering it as advertised.

7.2 Approval. Events may require UpTo approval before publication. Approval is not an endorsement and does not transfer any responsibility to UpTo.

7.3 Age-restricted events. You must mark events that are 18+ (e.g. involving alcohol) and comply with age-verification duties at the door (in the Netherlands, NIX18 under the Alcoholwet). This duty is yours, not UpTo’s.

7.4 Licences. You are responsible for any licence your Event needs: music rights (Buma/Stemra), alcohol (Alcoholwet), games of chance (only with a Kansspelautoriteit licence), public-event permits, etc.

7.5 Prohibited events. You may not use UpTo for the events and content listed in Annex B. UpTo may remove any Event that breaches these rules.

7.6 Content licence. You keep ownership of the text and images you upload, and you grant UpTo a non-exclusive, royalty-free licence to host, display and promote them within the App and UpTo’s marketing. You warrant that you hold the rights to everything you upload.

08Attendee data (data protection)

8.1 When you sell Tickets, UpTo makes certain Attendee data available to you (e.g. name, and the demographic data Attendees choose to share). Each party is an independent controller for its own processing: UpTo for operating the platform, you for the attendee information you receive. Your use of that data is bound by Annex A.

8.2 You may use Attendee data only to run the specific Event they attend. You may not use it for your own marketing, sell it, share it, or send unsolicited communications (Telecommunicatiewet art. 11.7).

8.3 You must delete Attendee data when it is no longer needed for the Event, and honor Attendees’ data-protection rights (GDPR/UAVG).

09Platform rights (transparency & fairness, P2B)

9.1 Suspension / termination with reasons. We may restrict, suspend or terminate your account or an Event. Except where the law or an imminent risk requires immediate action, we will give you a statement of reasons (P2B art. 4).

9.2 Ranking. How Events are ranked and shown in the App (search, map, discovery) depends mainly on relevance to the user, recency, location and engagement. We do not accept payment for ranking (P2B art. 5).

9.3 Data access (P2B art. 9). You can access your own Events’ sales, attendee list and analytics through the App. UpTo accesses platform-wide data (including aggregated data about your Events) to operate, secure and improve the service. Attendee-data conditions are in Annex A.

9.4 Complaints / point of contact. For any complaint about the platform, contact contact@upptoapp.com. As a small enterprise, UpTo is exempt from the P2B internal complaint-handling system (art. 11(5)); we will nevertheless answer complaints within a reasonable time.

10Warranties, liability and indemnity

10.1 You warrant that you have the right and any licences to run your Event and that your content is lawful and accurate.

10.2 Indemnity. You indemnify UpTo against claims, losses and costs arising from your Event, your breach of this Agreement, or your handling of Attendee data.

10.3 Our liability. UpTo provides the platform “as is”. To the extent permitted by law, UpTo’s total liability to you under this Agreement is limited to the Commission UpTo received for the Event giving rise to the claim, and UpTo is not liable for indirect or consequential loss. Nothing in this Agreement limits liability that cannot legally be limited (e.g. intent or gross negligence).

11Term, termination and changes

11.1 This Agreement applies for as long as you have an organizer account.

11.2 Either party may terminate: you, by closing your organizer account; UpTo, under §9.1. Obligations that by nature survive (payment, chargeback clawback §6.5, indemnity, data duties) continue after termination.

11.3 On termination, pending payouts are settled subject to §5–§6 (including the post-event hold and outstanding chargebacks).

11.4 Changes to this Agreement. We may update it with at least 15 days’ notice for material changes; you may close your account if you disagree.

12Governing law and disputes

12.1 This Agreement is governed by Dutch law. Disputes are submitted to the competent court of the district of Noord-Nederland (location Groningen), unless mandatory law provides otherwise.

AAnnex A: Attendee-data conditions

• 1. Purpose limitation. Attendee data may be processed by you only to organize and run the specific Event the Attendee holds a Ticket for (guest management, entry control, safety, legally required records).
• 2. Forbidden uses. No marketing or promotional messages to Attendees without their own valid consent; no sale, rental or sharing of the data; no profiling; no adding Attendees to mailing lists.
• 3. Security. Keep the data confidential and protected; share it within your team only with those who need it for the Event. The attendee export does not include reusable entry credentials; do not attempt to extract or reuse them.
• 4. Minors. Attendees may be 16–17 years old. Handle their data with special care and never use it in connection with age-restricted promotion (alcohol, 18+ events).
• 5. Deletion. Delete Attendee data when the Event is over and it is no longer needed, unless a legal obligation requires keeping specific records.
• 6. Rights & incidents. If an Attendee exercises a data-protection right with you, or you suffer a data breach involving Attendee data, inform UpTo at contact@upptoapp.com without undue delay and cooperate in the response.

BAnnex B: Prohibited events & content

You may not use UpTo for, among others:

• Illegal events or activities, or events without the required permits/licences.
• Games of chance without a Kansspelautoriteit licence.
• Events promoting hate, violence, discrimination or harassment.
• Selling alcohol / tobacco / regulated goods in breach of the law; unmarked 18+ events.
• Misleading events (fake line-ups, events you cannot deliver), ticket scalping / unauthorized resale.
• Infringing content (images/music/brands you do not have the rights to).
• Anything that breaks the App Store / Google Play policies.

Breaching these may lead to removal of the Event, refunds to Attendees at your cost, and termination (§9.1). This list also serves as UpTo’s content-moderation policy under the Digital Services Act (arts. 14, 16).