Terms and conditions applicable for membership to the referral program

1. In general

1.1. Definitions.As a general rule, terms starting with an upper-case letter convey the meaning attributed to them in Art. 1 of the general terms and conditionsor otherwise in these terms and conditions.

1.2. Relationship with the general terms and conditions.These terms and conditions applicable for membership to the referral program apply in addition to the general terms and conditions and other documents included in the Contractual Documentation. Should there be a divergence between the general terms and conditions and these terms and conditions, the latter shall take precedence.

2. Purpose

2.1. Smeetz offers the opportunity for Platform Users to subscribe to its Referral Program.

2.2. "Referral Program" means the possibility for Users to connect Smeetz with Organizers who might be interested in selling Tickets for the activities or events they offer on the Smeetz Ticket Sales Platform.

2.3. Smeetz wishes that the User who puts Smeetz in contact with an organizer interested in selling tickets for the activities or events they offer on the Smeetz Ticket Platform (the "Referrer") receives compensation (as detailed in Article 4 of these terms and conditions) when this activity, which has led directly to the Referrer putting the Organizer in contact with Smeetz (the "Referred Organizer”) results in Ticket sales on the Platform.

2.4. These terms and conditions are intended to govern the relationship between Smeetz and the Referrer.

3. Activities of the Referrer

3.1. Finding of the opportunity to enter into a contract with an Organizer.The Referrer may connect Smeetz with new Users by providing them with a Single-use Code that Smeetz will have generated previously for the Referrer and indicated in the Referrer’s User Profile on the Platform.

3.2. Intermediation for negotiating contracts with an Organizer.The Referrer is not responsible for negotiating contracts with Organizers interested in selling tickets on the Platform. He/she has no power of attorney to enter into any business in the name of and/or on behalf of Smeetz's and may not, under any circumstances, commit Smeetz to third parties.

3.3. Choice of the Smeetz business model.The Referrer acknowledges and agrees that entering into the Contract in no way limits Smeetz in the choice and definition of its business model, including with respect to Ticket sales on its Platform, which Smeetz may specifically decide to discontinue at its sole discretion.

3.4. Exclusivity.The Referrer shall not receive any exclusivity. However, Smeetz reserves the right to exclude, at any time, certain persons, activities or territories from the Referral Program. Smeetz will keep a running list of the people, territories or fields of activity excluded from the Referral Program field, i.e. persons, territories, or fields of activity for which Smeetz will not compensate the Referrer even though these terms and conditions might make it eligible to do so.

4. Compensation and expenses

4.1. No fixed compensation.The Referrer is not entitled to fixed compensation.

4.2. Compensation for success - principle.Compensation will be due to the Referrer at registration, when the User enters in the dedicated field the Referrer Single-use Code.No compensation will be owed if the Organizer was already registered on the Platform or in contact with Smeetz when it was referred by the Referrer, or if the User decides not to start a business relationship with Smeetz. Entering the Single-use Code by the User when registering constitutes the sole and irrefutable proof that the Referrer has put Smeetz in contact with the User in question. Failure to enter the Single-use Code when registering on the Platform shall result in no compensation being owed to the Referrer.

4.3. Compensation for success - amount.The Referrer’s compensation consists of a percentage based on the commission received by Smeetz on the tickets sold by the Organizer who entered the Referrer’s Single-use Code on the Platform when registering. This percentage has been set at 10%. It is calculated based on the net amount of the commission received by Smeetz, i.e. the amount minus any fees, taxes, commissions and other charges due to third parties, including fees collected by Smeetz's financial partners for payment management on the Platform.

The Referrer’s compensation shall be owed for any ticket sold by the Organizer over the platform during a 12-month period after the Organizer and Smeetz enter into the agreement. The Referrer acknowledges and agrees that Smeetz reserves the right to apply preferential rates to certain Organizers, e.g. in the form of a lower commission or the waiver of any commission on a certain number of Tickets. Lower compensation or respectively no remuneration will be due to the Referrer in such a circumstance, which is entirely left up to Smeetz’s discretion.

For the sake of clarity, the Referrer acknowledges that only the registration of the Organizer referred on the Platform shall not give rise to the payment of compensation, but rather only the actual sale of tickets by the Organizer on the Platform.

4.4. Compensation for success - procedures. Smeetz will prepare a monthly statement, directly available on the Platform for the Referrer on the Website dedicated for this purpose. The statement will be available within a reasonable time frame at the end of each month. This statement will include the Organizer’s reference number, the event or activities concerned (including their dates), the number of tickets sold on the Platform, the commission collected by Smeetz and the Referrer’s compensation (the “Statement”).

The Referrer shall have 3 (three) days to contest the accounting in writing, failing which it will be considered accepted and Smeetz will proceed to payment the Referrer as soon as possible. In event of dispute, the Referrer must give a concise explanation of why he/she disputes the Statement. The Parties will thereafter meet as promptly as possible to resolve their dispute amicably. If no agreement can be reached within 30 days of receipt by Smeetz of the written objection, then Article 11 of the general terms and conditions shall apply.

4.5. Taxes.All amounts referred to in the Statement are pre-tax (if such taxes are applicable), which will be invoiced additionally, if necessary. The Referrer is solely responsible for the payment of any tax, levy or similar contribution that would result from any payment in his/her favor based on these terms and conditions.