General Terms of Use : Organisers

PassPass

Last updated: 18 June 2026

Preamble

These General Terms of Use (the "Terms") govern the contractual relationship between:

TLJ SRL, a limited liability company incorporated under Belgian law operating the service under the trade name PassPass, with registered office at Tienne du Sarment 8, 1300 Wavre (Belgium), registered with the Belgian Crossroads Bank for Enterprises under number BE 1008.206.815, reachable at contact@passpass.be ("PassPass"),

and any natural or legal person who creates an organiser account on the platform in order to publish events and sell tickets to them (the "Organiser").

PassPass and the Organiser are referred to together as the "Parties" and individually as a "Party".

PassPass is an online ticketing solution that provides Organisers with the technology needed to create events, sell tickets and manage the relationship with their attendees. PassPass is not the organiser of the events listed on the platform and assumes no responsibility for them.

By ticking the box "By clicking 'Create an account', I accept the PassPass General Terms of Use", the Organiser acknowledges having read, understood and accepted these Terms without reservation. Without such acceptance, the Organiser cannot access the service.

Article 1. Definitions

In these Terms, the following terms have the meaning set out below.

Platform: all websites, interfaces, dashboards and online services published by PassPass and accessible in particular via passpass.be.

Organiser: the natural or legal person holding an organiser account, responsible for the creation and running of its events.

Attendee: any person who purchases or holds a ticket for an event published by an Organiser via the Platform.

Event: any event, paid or free, created and configured by the Organiser on the Platform.

Ticket: the access right, in electronic form, granting its holder the right to access an Event under the conditions defined by the Organiser.

Commission: the consideration owed to PassPass for the use of the service, defined in Article 7.

PSP: the independent payment service provider(s) used by PassPass to receive and process payments, including Stripe to date.

Stripe: Stripe Payments Europe Ltd and its entities, the PSP currently processing payments via the Stripe Connect solution.

Connected Account: the account opened in the name of the Organiser with the PSP, on which the proceeds from the sale of its Tickets are collected and paid out.

Article 2. Purpose and legal qualification

These Terms define the conditions under which PassPass makes its Platform available to the Organiser, as well as the reciprocal rights and obligations of the Parties.

PassPass provides a technical ticketing solution. In connection with the sale of Tickets, PassPass acts exclusively as a disclosed intermediary, collecting the price of the Tickets in the name and on behalf of the Organiser. At no point does PassPass acquire ownership of the Tickets, and it is not their seller.

The Organiser remains the seller of the Tickets and the sole party responsible for the Event towards the Attendees. It retains full responsibility for the organisation, conduct, content and compliance of its Event, as well as for its tax, social security and regulatory obligations.

This qualification means in particular that any value added tax applicable to the sale of Tickets is owed by the Organiser in its own name, and that the invoices relating to that sale are issued in the name and on behalf of the Organiser under the conditions of Article 12. The applicable VAT regime, including where relevant the exemption provided for in Article 44 of the Belgian VAT Code, depends solely on the Organiser's situation, for which the Organiser is answerable.

PassPass provides no guarantee as to sales volumes. The Organiser alone bears the commercial risk of its Events, including unsold Tickets.

Article 3. Organiser account

Creating an account requires the Organiser to have full legal capacity and, where it acts on behalf of a legal person, the power to bind that entity. The natural person creating the account warrants that they hold such power and jointly and severally binds the legal person they represent.

The Organiser undertakes to provide accurate, complete and up-to-date information, in particular its name, address, company and VAT number where applicable, and its bank details. It informs PassPass without delay of any change via the Platform.

The Organiser is responsible for the confidentiality of its login credentials and for any activity carried out from its account. It informs PassPass without delay of any unauthorised use.

Article 4. Teams and role management

The Organiser may grant access to its organisation to other PassPass account holders by assigning them a role, either at the level of the organisation or at the level of a specific event. The available roles and their respective rights are described on the Platform.

The Organiser is responsible for assigning roles and for the actions carried out by the members it invites. Any member holding an organisation administration role is deemed to act in the name and under the responsibility of the Organiser, which it binds towards PassPass.

Article 5. Publication and configuration of Events

The Organiser creates and configures its Events autonomously via the Platform. It defines in particular the price of the Tickets, quotas, categories, dates, times and locations, as well as the information communicated to the Attendees.

The configuration of an Event constitutes an instruction given to PassPass to market the corresponding Tickets according to the parameters defined.

The Organiser warrants the accuracy of the information it publishes and refrains from any presentation likely to mislead the Attendees. It is the Organiser's responsibility not to put on sale a number of Tickets exceeding the actual capacity of the Event. PassPass is under no obligation to verify the truthfulness or accuracy of the information provided by the Organiser.

Article 6. Organiser's obligations and warranties

For each Event, the Organiser declares and warrants that it holds all the rights, authorisations, licences and declarations required to organise it lawfully, and that it holds the intellectual property rights in the content it publishes via the Platform.

It undertakes to organise a lawful Event that does not infringe public order, public morals or the rights of third parties, and not to publish any manifestly unlawful content or any content inciting discrimination, hatred or violence.

It undertakes to comply with all of its legal obligations towards its Attendees, in particular with regard to consumer law and pre-contractual information, as well as its tax and social security obligations relating to the Event.

The Organiser indemnifies PassPass against any claim, action or order from third parties, Attendees or authorities resulting from a breach of any of these obligations, and compensates it for the consequences arising therefrom.

Article 7. Commission

In consideration for the use of the Platform, the Organiser owes PassPass a Commission charged on each Ticket sold. The amount of the Commission may vary, in particular according to the payment methods the Organiser configures for its Events. The exact applicable cost is brought to the Organiser's attention during configuration, before any sale begins, the Organiser's acceptance at that stage constituting agreement to the corresponding Commission.

The Commission is charged at source on each transaction, by deduction from the sums collected via the Connected Account.

When configuring each Ticket category, the Organiser determines whether it bears the Commission out of its own revenue or passes it on to the Attendee as service fees added to the price displayed at the time of purchase. This choice has no effect on the fact that the Commission is owed, which remains in all circumstances the consideration owed to PassPass under this contract.

The Commission remains earned by PassPass in all circumstances. In the event of a full or partial refund to an Attendee, for any reason whatsoever, including the cancellation of the Event, the Commission relating to the Tickets concerned remains earned by PassPass and is not returned.

PassPass reserves the right to amend the amount of the Commission under the conditions of Article 18.

Article 8. Financial flows and payment service providers

Attendee payments are processed by one or more independent payment service providers (the "PSP") used by PassPass to receive and process funds. To date, PassPass uses Stripe, via the Stripe Connect solution. PassPass may change the PSP(s) used, or add new ones, and determine which applies to a given Event or region.

The use of the PSP is subject to the Organiser's acceptance of that PSP's terms, in particular Stripe's connected account agreement, which apply to the Organiser directly. By accepting those terms, the Organiser authorises the PSP to act in its name, for the sole and limited purpose of receiving and processing the payments relating to its Tickets.

To collect the proceeds of its sales, the Organiser opens and configures a Connected Account in its name with the PSP. The funds from the sale of Tickets are collected there, net of the Commission and the PSP's fees, then paid out to the Organiser's bank account according to the payout frequency it has defined.

PassPass does not hold the Organisers' funds. PassPass is not a payment service provider and does not act as custodian of the sums collected, which pass through the PSP's infrastructure and rest on the Organiser's Connected Account. PassPass cannot be held liable for any delay, block or failure to pay out attributable to the PSP, to the Organiser's bank, or to missing, incomplete or incorrect bank details.

The Organiser is solely responsible for the accuracy of the information and documents required by the PSP under its know-your-customer and anti-money-laundering obligations. Until these checks are completed, PassPass and the PSP may withhold payouts, the funds remaining the Organiser's on its Connected Account but unable to be withdrawn until that procedure is finalised.

Article 9. Risk management, reserve and holding of funds

In order to preserve the financial integrity of the Platform, the PSP applies continuous risk monitoring. The Organiser acknowledges that risk-management measures, such as adjustments to reserves or payout delays, may be applied dynamically on the basis of transaction data, and that they take effect immediately, without prior notice. The precise refund or chargeback thresholds liable to trigger such measures are not made public, in order to prevent any circumvention of the security mechanisms.

In practice, the PSP may apply a reserve consisting in deferring the availability of a fraction of the funds collected for a defined period from the purchase, in order to cover the risk of refunds and chargebacks. The Organiser acknowledges being aware of this mechanism, accepts its principle, and acknowledges that its rate and duration may change according to its sales history and the risk profile of its Events. PassPass is not the beneficiary of this reserve.

Independently of any measure applied by the PSP, PassPass may suspend the sale of Tickets or request that payouts be deferred in the event of legitimate doubt as to the lawfulness of the Event, the Organiser's right to hold it, or in the event of suspected fraud. PassPass then informs the Organiser within a reasonable time and may request any document evidencing the reality and seriousness of the Event.

Article 10. Modification, cancellation and refund

The Organiser is solely responsible for informing its Attendees of any substantial modification or cancellation of its Event. It undertakes to inform them without delay as soon as the relevant event occurs. Any substantial modification, whether to the date, time, location or programme, is treated as a cancellation towards the Attendees, with the consequences this entails under consumer law. PassPass may make available a technical means enabling this information, but is in no way required to inform the Attendees on behalf of the Organiser, nor liable for any failure or delay in information attributable to the Organiser. The Organiser indemnifies PassPass against any Attendee claim relating to such a failure, in accordance with Article 6.

In the event of cancellation, the obligation to refund to the Attendees the sums paid is a personal obligation of the Organiser. PassPass may make available a technical means enabling these refunds to be carried out, but is never the debtor of them.

Where the sums available on the Organiser's Connected Account are insufficient to make the refunds, the Organiser undertakes to replenish the necessary funds without delay. It expressly authorises PassPass to charge the refunds and any sum owed by the Organiser against the amounts due to it, including those relating to other Events organised via the Platform. PassPass is thus authorised to carry out a contractual set-off between all the reciprocal claims and debts of the Parties.

In accordance with Article 7, the Commission remains earned by PassPass in the event of a refund.

Article 11. Unpaid amounts and payment rejections

The Organiser alone bears the risk of payment rejections, disputes and chargebacks, whatever the reason, including the fraudulent use of a means of payment.

Where a rejection or dispute occurs after the corresponding funds have been paid out to the Organiser, the amount in question, increased where applicable by the fees charged by the PSP, is passed on to the Organiser. PassPass is authorised to recover the amount by deduction or set-off under the conditions of Article 10, the Commission remaining earned.

The Organiser waives any claim against PassPass on account of the occurrence of an unpaid amount or a payment dispute.

Article 12. Invoicing and invoicing mandate

By accepting these Terms, the Organiser mandates PassPass to issue, in its name and on its behalf, the invoices relating to the sale of its Tickets, as well as, where applicable, the documents required in connection with structured electronic invoicing, in particular via the Peppol network.

The Organiser retains full responsibility for its invoicing and VAT obligations. The invoices issued in its name bear the same mentions as if they were issued by the Organiser itself. The Organiser provides PassPass with any mandatory mention concerning it and reports any error or omission without delay.

PassPass also issues, in its own name, the invoices relating to its Commission.

Article 13. Intellectual property

The Platform, its software components, its architecture, its interfaces, its databases, its visual identity and its trademarks are and remain the exclusive property of PassPass. No provision herein grants the Organiser any intellectual property right in the Platform. The Organiser refrains from copying, reproducing, adapting or exploiting all or part of the Platform outside the use provided for herein.

The Organiser grants PassPass, for the sole duration of the hosting of its Events and for the sole purpose of providing the service, a non-exclusive and free licence to reproduce and display the content it publishes, including the technical adaptation of formats necessary for its distribution.

The Organiser authorises PassPass to mention its name and logo, as well as those of its Events, as a commercial reference. It may object to this use at any time by simple written request to contact@passpass.be.

Article 14. Personal data

The processing of personal data is carried out in compliance with Regulation (EU) 2016/679 (GDPR) and the Belgian law of 30 July 2018. The Parties distinguish three processing frameworks.

PassPass, processor of the Organiser. For the Attendees' data collected during the sale of Tickets and the running of the Events, as well as for the services PassPass performs on behalf and on the instructions of the Organiser, in particular the sending of communications to the Organiser's audiences, the attendee relationship management tools and segmentation, the Organiser is the controller and PassPass acts as processor. PassPass processes this data only for the purposes defined by the Organiser and according to its documented instructions. The conditions of this processing are set out in the Data Processing Agreement (DPA), a separate document that forms an integral part hereof.

In its capacity as controller, the Organiser warrants that it has a valid legal basis for processing its Attendees' data, that it has provided the data subjects with the required information and that it has obtained, where applicable, the necessary consents. It indemnifies PassPass against any breach of these obligations.

PassPass, controller of its own processing. PassPass acts as controller for its own purposes, limited to managing the contractual relationship with the Organiser, to the operation, security and improvement of the Platform, to the prevention and detection of fraud, to compliance with its legal obligations, and to the production of aggregated or anonymised statistics. This processing is described in the PassPass Privacy Policy. Anonymised data, no longer allowing a person to be identified, does not fall within this article.

PassPass communications for its own purposes. PassPass does not process Attendees' data for its own direct marketing purposes on the basis of these Terms. Any such processing, should it occur, would rest on the separate consent of the Attendees collected at the time of purchase and would be governed by the conditions applicable to Attendees and by the Privacy Policy, not by this contract.

Article 15. Availability and maintenance

PassPass implements reasonable means to ensure the availability and security of the Platform. This is an obligation of means. PassPass does not guarantee uninterrupted availability and cannot be held liable for unavailability resulting from maintenance operations, causes beyond its control, the Internet network or a case of force majeure.

PassPass endeavours to schedule planned maintenance operations so as to limit their impact and to inform the Organiser of significant interruptions within a reasonable time.

Article 16. Liability

PassPass is responsible for the proper performance of its obligations as provider of the Platform and as technical intermediary. Its liability does not extend to the organisation, conduct or content of the Events, which are the sole responsibility of the Organiser.

PassPass is not liable for indirect damage, such as loss of turnover, profit, data or reputation. Its liability cannot be engaged as a result of incorrect configuration by the Organiser, a breach by the Organiser of its obligations, or the actions of the PSP or any other third-party provider.

To the extent permitted by law, PassPass's total liability towards the Organiser, on all grounds combined, is capped at the total amount of the Commissions collected by PassPass from the Organiser during the twelve months preceding the triggering event.

No provision herein has the effect of limiting or excluding PassPass's liability in the event of fraud, gross negligence, harm to life or physical integrity, or in any other case where the law prohibits it.

Article 17. Term, suspension and termination

These Terms take effect upon their acceptance and remain in force for as long as the Organiser holds an active account or has Events being marketed.

PassPass may suspend access to the account or terminate the contract as of right, without prejudice to any damages, in the event of a breach by the Organiser of any of its obligations, in particular in the event of an unlawful Event, the distribution of manifestly unlawful content, a breach of refund obligations towards Attendees, or fraudulent conduct.

Upon closure of the account, Events already marketed run to their term and the financial obligations arising before termination, including refunds, unpaid amounts and the Commission, remain due. The sums still held on the Connected Account are handled in accordance with the PSP's terms and after settlement of the sums owed to PassPass.

Article 18. Amendment of the Terms

PassPass may amend these Terms. Any amendment is notified to the Organiser electronically and takes effect upon the expiry of a period of fifteen days following that notification, except where an amendment is required by law, in which case it applies on the date that law enters into force.

Continued use of the Platform after the amendments take effect constitutes acceptance of them.

Article 19. Governing law and jurisdiction

These Terms are governed by Belgian law.

Any dispute relating to their validity, interpretation, performance or termination that could not be resolved amicably falls within the exclusive jurisdiction of the courts and tribunals of the judicial district of Walloon Brabant, Nivelles division.

Miscellaneous provisions

Evidence agreement. The Parties agree that the records, connection logs and other data kept by PassPass in electronic form are authoritative between them, subject to evidence to the contrary, in accordance with the applicable law of evidence. This covers in particular the record of acceptance of these Terms, through the retention of the account identifier, the version accepted and the date of acceptance.

Partial invalidity. The invalidity or unenforceability of one of the clauses herein does not affect the validity of the other clauses, which continue to have effect. The Parties endeavour to replace the invalid clause with a valid clause of equivalent effect.

No waiver. PassPass's failure to invoke a provision does not constitute a waiver of its right to invoke it subsequently.

Assignment. PassPass may assign or transfer this contract in connection with a reorganisation or a transfer of its business. The Organiser may not assign its rights and obligations without the prior written consent of PassPass.

Entire agreement. These Terms, their annexes and, where applicable, the specific conditions relating to additional services, express the entire agreement of the Parties.