Terms and Conditions

ZAZZpay provides software, operational infrastructure and support services for cashless payment acceptance for merchandise sales at live events, including the facilitation of tap-to-pay transactions through third party payment service providers. ZAZZpay itself does not provide regulated payment services, hold client funds or act as a bank, payment institution or electronic money institution. Payment processing services are facilitated through third party payment service providers engaged by ZAZZpay, to whose terms, conditions and policies Client may be subject as a connected account. ZAZZpay facilitates payment acceptance and related operational workflows on behalf of Client through integrations with third party payment service providers.

Client appoints ZAZZpay as its disclosed collection and settlement agent for the purpose of facilitating merchandise sales in connection with Client's events and activities. Client remains the legal seller of all merchandise and is solely responsible for the sale thereof. ZAZZpay is not the seller of merchandise and ownership of merchandise never transfers to ZAZZpay. The sale of merchandise is concluded directly between the consumer and Client at the point of transaction. ZAZZpay facilitates the payment for such sales solely in its capacity as agent and is not a party to the sale. ZAZZpay is authorised to collect payments on Client's behalf through third party payment service providers. Payment received by ZAZZpay in its capacity as agent constitutes valid payment to Client.

These terms and conditions apply to every offer, proposal and agreement between ZAZZpay and you (Client). On request, ZAZZpay shall send these terms and conditions to you, free of charge. They are also available on www.zazzpay.com.

The agreement shall be deemed established when Client completes the digital onboarding process and accepts these terms and conditions through ZAZZpay's platform, or when Client and ZAZZpay execute a written Client Services Agreement, whichever occurs first. Acceptance through the platform shall be deemed equivalent to a written confirmation for all purposes under these terms and conditions.

4.1. Client represents and warrants that it is not, and is not owned or controlled by any person or entity that is: (a) subject to sanctions administered by the European Union, the United Nations, the United States Office of Foreign Assets Control, or any other applicable sanctions authority; or (b) located in, organised under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions.

4.2. Client shall not use the Services in violation of applicable sanctions, export control laws or anti-money laundering regulations. Client shall promptly notify ZAZZpay if Client becomes subject to any sanctions or if any of the foregoing representations cease to be accurate.

4.3. ZAZZpay may immediately suspend or terminate the agreement without liability if ZAZZpay reasonably determines that continued provision of the Services would violate applicable sanctions or export control laws.

4.4. ZAZZpay reserves the right to refuse or reject any onboarding application or request for access to the Services at any time, including where ZAZZpay determines in its reasonable discretion that acceptance would conflict with applicable laws or regulations, the requirements of third party payment service providers, or ZAZZpay's risk or compliance policies. ZAZZpay is not required to provide reasons for any such refusal.

4.5. Client represents and warrants that it has the legal right to sell the merchandise offered through the Services and is entitled to receive and apply all proceeds arising from such sales.

5.1. All offers and proposals from ZAZZpay are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the Services and pricing specified therein and does not constitute a commitment to provide Services on the same terms in the future.

5.2. If the Client provides ZAZZpay with certain information, ZAZZpay may assume that the provided information is correct and will base the proposal on that information.

6.1. ZAZZpay reserves the right to adjust its pricing at any time, provided that ZAZZpay shall give Client reasonable prior written notice of any such adjustment. If Client does not agree with the proposed price adjustment, Client may terminate the agreement in accordance with the notice period set out in Article 9.

6.2. All pricing is exclusive of taxes and levies imposed by any authority, including but not limited to VAT.

6.3. Client is solely responsible for determining, collecting, reporting and remitting all VAT, sales taxes, duties and similar indirect taxes arising from the sale of merchandise through the Services. ZAZZpay does not provide tax advice and makes no representation regarding the tax treatment of any transaction. ZAZZpay's platform processes transaction amounts as entered by Client without product classification or VAT categorisation. Any VAT figures displayed are derived solely from rates and amounts entered by Client. ZAZZpay makes no representation as to the accuracy or completeness of such figures for tax reporting purposes, and Client remains solely responsible for applying the correct VAT rate to each transaction and for all related tax filings and remittances.

7.1. ZAZZpay shall provide Client with a monthly statement of transactions processed through the Services. In addition, Client may generate statements for any self-selected period through ZAZZpay's dashboard, subject to the service availability provisions of Article 12.2. All statements are provided for informational and administrative purposes only. ZAZZpay makes no representation as to the suitability of such statements for any specific regulatory, customs or tax purpose, and Client remains solely responsible for ensuring compliance with any applicable reporting or documentation requirements.

7.2. ZAZZpay's service fees are automatically deducted at the point of transaction. In the event that any additional amounts become payable by Client to ZAZZpay - including as a result of chargebacks, adjustments, or other liabilities as set out in these terms and conditions - ZAZZpay shall first offset such amounts against any pending settlements due to Client. Where pending settlements are insufficient to cover the outstanding amount, ZAZZpay shall invoice Client separately and Client must pay such amounts within fourteen days of the invoice date.

7.3. If Client fails to pay any amount due within the applicable payment term, Client shall be in default automatically and without any further notice being required. From the date of default, Client owes ZAZZpay interest at the statutory commercial rate plus 1% per annum, calculated from the date payment was due until the date of full payment.

7.4. If Client remains in default, Client shall also owe ZAZZpay all reasonable costs incurred in recovering the outstanding amount, calculated in accordance with the statutory scale for extrajudicial collection costs applicable under Dutch law.

7.5. Any amounts owed by Client to ZAZZpay become immediately due and payable in the following circumstances:

• Client fails to pay within the applicable payment term;
• Client becomes insolvent, is declared bankrupt, or applies for suspension of payments or any equivalent insolvency procedure;
• Client is dissolved or liquidated;
• ZAZZpay terminates the agreement pursuant to Article 16.1.

8.1. ZAZZpay shall remit to Client the proceeds of merchandise sales collected on Client's behalf, less ZAZZpay's fees and any amounts ZAZZpay is entitled to deduct or withhold under these terms and conditions or applicable law. Settlement timing is indicative only and subject to the processing timelines of third party payment service providers. ZAZZpay may delay or withhold settlement where required by applicable law, a third party payment service provider, or where ZAZZpay reasonably suspects fraudulent or unlawful activity, but shall not unreasonably or unnecessarily withhold or delay settlement due to Client. ZAZZpay may offset against settlement amounts any fees, chargebacks, refunds, reserves, fines or other liabilities attributable to Client's transactions.

8.2. Client further agrees to comply with all applicable requirements imposed by ZAZZpay's payment service providers and card schemes. Client acknowledges that ZAZZpay may take any action reasonably required to comply with such requirements, including imposing transaction limits, requesting additional documentation or suspending access to the Services.

9.1. Client and ZAZZpay enter into the agreement for an indefinite period of time, unless Parties agree otherwise. For an agreement of an indefinite term, the following notice periods apply:

• ZAZZpay can terminate the agreement per every first day of the month. The notice period is 1 month. ZAZZpay terminates the agreement by means of written notice, which may be delivered by email or through ZAZZpay's platform.
• The Client can terminate the agreement per every first day of the month. For the Client a notice period is 1 month. The Client terminates the agreement by means of written notice delivered by email or through ZAZZpay's platform.
• Parties can terminate an agreement at any given time by mutual consent.

ZAZZpay's provision of the Services is conditional upon receipt of all information and documentation required for Client's onboarding. The Services shall not commence until ZAZZpay has received and processed all required information. Client shall promptly respond to any requests for additional information required to complete onboarding or to maintain compliance with applicable laws and regulations.

Client may grant access to the Services to authorised users, including employees, contractors and representatives acting on Client's behalf. Client remains fully responsible for all actions taken by authorised users under Client's account.

ZAZZpay may involve third parties to (partially) perform the Services. The following articles of the Dutch Civil Act do not apply:

• 7:404 (execution by a certain person);
• 7:407 sub 2 (joint and several liability);
• 7:409 (death of a certain person).

12.1. ZAZZpay shall execute the Services at the best of its knowledge and abilities and according to the requirements of professional practice.

12.2. ZAZZpay shall use reasonable efforts to ensure the availability and continuity of its Services. However, ZAZZpay does not guarantee uninterrupted, error-free, or continuous availability of its Services. ZAZZpay expressly excludes any warranty, whether express or implied, regarding the fitness of its Services for any particular purpose, including use at time-sensitive events. Scheduled and unscheduled maintenance, technical failures or circumstances beyond ZAZZpay's reasonable control may result in temporary unavailability of the Services. ZAZZpay shall not be liable for any damages arising from such unavailability.

12.3. The availability and performance of the Services may depend on third party systems and infrastructure, including payment service providers, telecommunications networks, internet connectivity, hardware providers and banking networks. ZAZZpay does not guarantee uninterrupted availability or processing continuity where disruptions are caused in whole or in part by such third party systems or infrastructure. Client acknowledges that live event environments may involve elevated operational risks, including network congestion, connectivity interruptions and third party service instability.

12.4. Client acknowledges that onboarding, continued access to the Services and settlement of funds are subject to approval, monitoring and ongoing compliance requirements imposed by third party payment service providers.

12.5. Client acknowledges that chargebacks, refunds, transaction reversals, rolling reserves, withheld payouts and payment disputes are governed by the terms and policies of the applicable third party payment service provider.

12.6. Client shall timely provide ZAZZpay with all information or material, required for the execution of the Services.

12.7. If Client does not provide the material or information in time, ZAZZpay may suspend the execution of the Services and charge the additional costs, resulting from the delay. ZAZZpay is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.

12.8. Client shall promptly provide all information and documentation reasonably requested by ZAZZpay or any third party payment service provider in connection with identity verification, fraud prevention, compliance obligations, anti-money laundering requirements or applicable laws and regulations. Failure to provide such information may result in suspension or termination of the Services.

13.1. Client may use the Services to sell physical merchandise and original content, including but not limited to apparel and accessories including custom clothing, activewear, headwear, bags, wallets, keychains, pins and patches; fashion jewelry, watches and custom metal accessories; home and lifestyle products including drinkware, mugs, bottles, flasks, tumblers and glassware, collectibles and figurines, home decor items such as posters, canvas prints, prints and photographs, wall art and candles, pillows, blankets, stationery and paper goods including notebooks, journals, stickers, greeting cards and calendars, and tech accessories including phone cases, laptop sleeves, mousepads and desk mats; and physical media including vinyl records, CDs, cassettes, and self-published books or comic books, provided that Client owns all intellectual property rights in respect of such media.

Client may also use the Services to sell artist experiences, including meet-and-greet packages, photo opportunities, backstage passes, signed memorabilia packages and comparable in-person fan experience products sold directly by Client in connection with Client's events, provided that the experience is delivered by Client and does not constitute a regulated service.

All merchandise and experiences sold through the Services must meet the following conditions:

• All content, designs and branding must be original or used under explicit documented licensing from the rights holder. Client shall not use third-party logos, trademarked phrases, characters or copyrighted artwork without such licensing. Client shall retain documentary evidence of all such licenses for a period of at least two years and shall provide such evidence to ZAZZpay upon request.
• Items must not contain restricted ingredients, chemicals or materials requiring special legal permits to manufacture, sell or ship.
• Designs and messaging must not promote violence, hate speech or illegal activities.

Items not falling within the categories listed in this Article and not explicitly prohibited under Article 13.2 require prior written approval from ZAZZpay before being offered for sale through the Services.

13.2. Client shall not use the Services to sell or facilitate the sale of:

• Any illegal products or services, including items intended for use in the manufacture or consumption of controlled substances, or products that promote, encourage or celebrate unlawful violence or physical harm to persons, property or protected groups;
• Adult content or services of any kind, including pornographic or sexually explicit material whether physical, digital or AI-generated;
• Gambling-related products or services, including sweepstakes, contests or lotteries;
• Illegal weapons, explosives or dangerous materials, including illegal weapons accessories and improperly marked replica or toy firearms;
• Counterfeit goods or products that infringe on trademarks, patents, copyrights, trade secrets or other intellectual property rights;
• Tobacco products, cannabis products, CBD products exceeding applicable local legal THC limits, e-cigarettes, e-liquids, or equipment or materials marketed primarily for the cultivation of cannabis. Client is solely responsible for determining the legality of any cannabis or CBD products in each jurisdiction where such products are sold through the Services;
• Non-fungible tokens (NFTs) or other blockchain-based digital assets;
• Products sold through deceptive descriptions or pricing, misrepresentation of goods, or high-pressure sales tactics;
• Merchandise or other items sold to raise funds for non-profit organisations, charities or political organisations, or as part of any reward-based crowdfunding campaign, regardless of whether fundraising is the primary or secondary purpose of the sale;
• Payments for goods or services provided by third parties or making the Services available to third parties as a payment platform. Client may only use the Services to accept payments for merchandise sold directly by Client in connection with Client's own events and activities.

13.3. Any breach of this Article shall entitle ZAZZpay to suspend Client's access to the Services with immediate effect pursuant to Article 15.2 and/or terminate the agreement pursuant to Article 16.1. Client's obligations under Article 18 apply in full to any breach of this Article.

ZAZZpay reserves the right to modify, update or expand the Services and the associated pricing at any time, provided that ZAZZpay shall give Client reasonable prior written notice of any material changes. If Client does not agree with the proposed changes, Client may terminate the agreement in accordance with the notice period set out in Article 9. Continued use of the Services after the effective date of the changes constitutes acceptance of the modified terms.

15.1. ZAZZpay may suspend Client's access to the Services if Client fails to meet its obligations under the agreement, partially, completely or in time, until such obligations have been fulfilled.

15.2. ZAZZpay may suspend or restrict access to the Services with immediate effect if:

• ZAZZpay reasonably suspects fraudulent, unlawful or unauthorized use of the Services;
• Client breaches applicable laws or regulations;
• a third party payment service provider requires suspension;
• suspension is reasonably necessary to protect the security, integrity or reputation of the Services or ZAZZpay.

ZAZZpay shall not be liable for any damages arising from such suspension.

16.1. ZAZZpay may terminate the agreement with immediate effect (and is not liable for any damages arising from doing so) in one of the following events:

• Client fails to pay within the payment term;
• Client is declared bankrupt or applied for suspension of payments, or applied or becomes subject to any other insolvency procedure;
• Client is dissolved or liquidated;
• Client is in breach of Article 4.1 or 4.2.

16.2. Upon termination of the agreement for any reason, ZAZZpay shall complete any pending settlements and remit outstanding proceeds to Client in accordance with Article 8, subject to any amounts ZAZZpay is entitled to withhold or offset under these terms and conditions.

16.3. Termination of the agreement does not affect any rights or obligations that have accrued prior to termination or that arise after termination as a result of transactions processed during the term of the agreement. Client remains liable for all chargebacks, refunds, fines, reserves and other liabilities attributable to transactions processed prior to termination, regardless of when such liabilities arise or become known. ZAZZpay may recover such amounts by invoice, and Client must pay within fourteen days of notification.

17.1. Force majeure includes any circumstance beyond ZAZZpay's reasonable control, including but not limited to natural disasters, war, government action, pandemic, power outages, internet failures, or acts of third parties.

17.2. ZAZZpay is not obliged to comply in the event of force majeure.

17.3. ZAZZpay may suspend the obligations, coming from the agreement, for as long as the force majeure continues.

18.1. Client shall notify ZAZZpay in writing of any complaints within two months after detection (or –on invisible shortcomings– after Client could have detected it).

18.2. A timely notified complaint does not suspend or cancel any payment obligation resting on Client.

18.3. If Client does not notify ZAZZpay timely, Client is not entitled to any recovery, replacement or compensation.

18.4. If it is established that the complaint is justified and the notification by Client thereof was timely delivered, ZAZZpay shall recover, replace or compensate its work within a reasonable term after notification of the shortcoming, in writing from the Client.

18.5. If it is established that a complaint is not justified, Client shall compensate ZAZZpay for costs incurred (like research costs).

19.1. ZAZZpay is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by ZAZZpay. ZAZZpay is not liable for any indirect or consequential damages, including but not limited to loss of revenue, loss of profit, loss of anticipated savings, or any other financial loss suffered by Client or any third party, even if ZAZZpay has been advised of the possibility of such damages.

19.2. Client is solely responsible for all consumer-facing obligations relating to merchandise sold through the Services, including product quality, product safety, statutory consumer rights, legally required refunds and customer support. ZAZZpay has no obligation to handle consumer complaints or claims relating to merchandise and may redirect any such claims to Client.

19.3. ZAZZpay is not liable for any damages resulting from ZAZZpay due to incorrect or incomplete information provided by Client.

19.4. The liability of ZAZZpay shall never exceed the amount paid by its insurer.

19.5. If ZAZZpay's professional liability insurer does not cover the damages, ZAZZpay's liability is limited to the amount paid by Client to ZAZZpay in the three months immediately preceding the event giving rise to the claim. Under no circumstances can this liability exceed the amount of €5000.

19.6. The limitations set out in this article do not apply if the damages are the result of a deliberate act or gross negligence.

19.7. ZAZZpay's Services are dependent on third party infrastructure providers, including but not limited to payment processors, network providers and hardware suppliers. ZAZZpay is not liable for any damages, losses, or service interruptions arising from failures, outages, errors, or unavailability of such third party systems, provided that ZAZZpay has exercised reasonable care in the selection and monitoring of such third party providers. In the event of a third party failure, ZAZZpay shall use reasonable efforts to notify Client and to restore service as soon as reasonably practicable.

19.8. ZAZZpay shall not be liable for decisions, actions or omissions of such third party payment service providers, including suspended payouts, held reserves, declined transactions or terminated payment accounts.

20.1. Where Client is a legal entity or a natural person acting in the course of a profession or business, the limitation period on all claims and defences against ZAZZpay is one year.

20.2. Where Client is a natural person not acting in the course of a profession or business, the statutory limitation periods under applicable law apply.

21.1. Client shall indemnify and hold harmless ZAZZpay from all claims, assessments, penalties, taxes, losses and expenses arising from: (a) the sale of Client's merchandise, including product liability and consumer claims; (b) Client's failure to fulfil VAT or other tax obligations; (c) Client's breach of applicable laws or regulations, including sanctions and export control requirements; (d) intellectual property claims relating to Client's merchandise or branding; (e) any claim by a consumer or third party arising from a transaction facilitated through the Services to the extent such claim is not attributable to ZAZZpay's own acts or omissions.

21.2. Client indemnifies ZAZZpay from any claims by third parties, who suffer damages, resulting from the execution of the agreement but cannot be attributed to ZAZZpay.

21.3. If third parties address ZAZZpay to be liable for damages resulting from the execution of the agreement, Client shall support ZAZZpay both judicial and extrajudicial and Client shall cooperate fully with ZAZZpay in the defence of such claims, including by providing relevant information, documentation and access to witnesses as reasonably required.

21.4. If Client does not provide the support described in Article 21.3, ZAZZpay may take the actions it deems required. All expenses and damages made by ZAZZpay in this respect shall be borne by Client.

All intellectual property rights relating to the Services, software, systems, documentation, trademarks, interfaces and related materials of ZAZZpay remain exclusively vested in ZAZZpay or its licensors. Client shall not copy, modify, reverse engineer, distribute or otherwise use the Services except as expressly permitted under the agreement.

23.1. ZAZZpay shall not disclose any of Client's information to third parties, unless ZAZZpay is required by a statutory or professional obligation to disclose the information.

23.2. ZAZZpay shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves ZAZZpay and the information can be of importance.

23.3. Client shall not disclose the contents of agreements, confirmations, offers, reports, or other expressions from ZAZZpay to third parties, except to those professional advisors, employees, or agents of Client who have a legitimate need to know such information for the purposes of the agreement and who are bound by equivalent obligations of confidentiality.

ZAZZpay processes personal data in the course of providing its Services. Such processing is carried out in accordance with ZAZZpay's Privacy Policy, available at www.zazzpay.com, and in compliance with applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 (GDPR). Where ZAZZpay processes personal data on behalf of Client, the Parties shall enter into a separate data processing agreement as required under applicable law. Client is responsible for ensuring that any personal data provided to ZAZZpay in connection with the Services is collected and transferred in accordance with applicable data protection legislation.

If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by a provision that most closely follows the content of the invalid provision.

In the event of any conflict or inconsistency between these Terms and Conditions and a written Client Services Agreement executed between the Parties, the provisions of the Client Services Agreement shall prevail. On matters not addressed by the Client Services Agreement, these Terms and Conditions shall apply.

These Terms and Conditions shall be governed by and construed in accordance with Dutch law.

Any dispute arising out of or in connection with these Terms and Conditions shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.

These Terms and Conditions are effective as of June 9th, 2026 and supersede all previous versions.