General Terms of Use for Merchants

GENERAL TERMS OF USE OF THE TOVIBE PLATFORM (Terms reserved for Merchants) Version 1.2 – effective from 30 September 2026

1. Definitions

In these Terms, the following terms shall have the meanings set out below:

2. Subject matter

2.1 These Terms govern the Merchant’s access to and use of the Platform, as well as the relationship between the Merchant and Livesfirm.

2.2 Livesfirm makes available to the Merchant a purely technological service which enables the Merchant to create its own Events, configure Ticket types and prices, publish a Shop, manage Purchasers’ payments and the subsequent Payouts through Stripe, monitor sales in real time, consult the transaction history and validate Tickets at the entrance.

2.3 These Terms are reserved for parties acting in the course of their business, commercial, craft or professional activity. The Platform is not intended for consumers.

3. Conclusion of the contract

3.1 The contract is concluded upon registration of the Account and acceptance of these Terms by ticking the acceptance checkbox, with consequent access to the dashboard.

3.2 Livesfirm keeps an electronic record of the date, time and version of the Terms accepted by the Merchant.

3.3 The Merchant represents and warrants that it is authorised to bind the legal entity indicated at the time of registration.

4. Registration, verification and Account

4.1 The Merchant shall provide complete, truthful and up-to-date data, including company name, legal form, VAT number, registered office, business email address, bank details and electronic invoicing details, and undertakes to promptly notify any change thereto.

4.2 The activation of payments is subject to the completion of the onboarding and identity verification procedure (KYC/AML) with Stripe, which is carried out entirely with Stripe and in accordance with the criteria established by it. Livesfirm does not take part in such verification, does not control its outcome and shall not be liable in any way for its failure to be completed, or its delayed or partial completion, nor for any resulting operational limitations.

4.3 The Merchant is solely responsible for safeguarding its login credentials, the user accounts created for its staff and collaborators (Users function) and any activity carried out through the Account. The Merchant shall notify Livesfirm without delay of any unauthorised access.

4.4 Livesfirm may subject Events to a preliminary review (In review status) before publication. Such review is carried out for purely technical purposes and to check formal compliance with these Terms, and does not entail any control, validation or assumption of liability with regard to the Event, its content, its lawfulness or its actual taking place.

5. Role of Livesfirm

5.1 Livesfirm acts exclusively as a technical intermediary and information society service provider. Livesfirm does not organise, promote, produce or manage the Events, does not issue or sell the Tickets in its own name and is not a party to the contract for the sale of the Tickets, which is entered into exclusively between the Merchant and the Purchaser. The collection of payments by Livesfirm pursuant to Article 10 takes place on behalf of the Merchant and does not alter the purely intermediary nature of Livesfirm’s role.

5.2 The Merchant is, for all purposes, the organiser of the Event and the seller of the Tickets vis-à-vis the Purchasers, as well as the party responsible for the performance thereof.

5.3 The Shops bear the brand, logo and identifying elements of the Merchant. The Merchant shall clearly and visibly indicate its identity and its contact details, as well as provide Purchasers with the information required by applicable law and make its privacy notice available.

5.4 Livesfirm exercises no control over the content uploaded by the Merchant, pricing, capacity, admission policies or any other organisational choice, all of which remain within the Merchant’s full and exclusive autonomy.

6. Use of the Platform

6.1 The Merchant shall use the Platform in compliance with these Terms, applicable law and the rights of third parties.

6.2 The Merchant is prohibited from: (i) using the Platform for unlawful or fraudulent purposes; (ii) uploading content that is defamatory, discriminatory, obscene or infringes the rights of third parties; (iii) selling Tickets for Events that do not exist, are not authorised or are not actually scheduled; (iv) engaging in the unauthorised resale of admission tickets; (v) carrying out reverse engineering, scraping, stress testing or unauthorised access to the systems; (vi) circumventing or altering the calculation of the Fees or the payment flows.

6.3 The Merchant warrants that it holds all authorisations, licences, permits, venue licences and insurance cover, and that it fulfils all obligations required by the legislation applicable from time to time for the holding of the Event and for the sale of the related admission tickets, including those laid down in the country in which the Event takes place. Such obligations include, where applicable, those relating to copyright and related rights, safety and public entertainment and, for Events held in Italy, the obligations towards SIAE (Italian Society of Authors and Publishers – Società Italiana degli Autori ed Editori).

6.4 Where the Event requires the issue of named tickets, the Merchant shall comply with the applicable rules on named tickets and on combating secondary ticketing, including the obligations regarding the correspondence between the ticket holder and the person admitted to the Event.

7. Obligations and liability of the Merchant towards Purchasers

7.1 The Merchant is solely liable, vis-à-vis the Purchasers and any third party, for the organisation and holding of the Event, for any cancellation, postponement, modification or interruption of the Event, as well as for the accuracy of the information published.

7.2 The Merchant is responsible for providing Purchasers, prior to purchase and in accordance with applicable law, with all information relating to the sale of the Tickets and to the Event, including, where relevant, the refund terms and procedures, the procedures for admission to the Event and any applicable restrictions.

7.3 The Merchant shall independently handle customer support for Purchasers, as well as complaints and disputes relating to the Event and the Tickets. Where Livesfirm receives requests from Purchasers, it may simply forward them to the Merchant, without assuming any obligation to handle them.

7.4 The Merchant assumes full responsibility for the safety of the public, staff and venues, for any damage to persons or property howsoever occurring in connection with the Event and for compliance with the requirements of the competent authorities.

8. Exclusion of liability of Livesfirm

8.1 Livesfirm assumes no liability whatsoever, vis-à-vis the Merchant, the Purchasers, participants, artists, suppliers, authorities or any other third party, in relation to the Event and all matters pertaining to it, and in particular in relation to: the failure to hold the Event or its delayed, partial or non-conforming holding; cancellation or postponement; damage to persons or property occurring before, during or after the Event; injuries to the public or staff; breach of rules on safety, public entertainment, copyright, capacity and public order; content, statements and information published by the Merchant.

8.2 The Platform is provided “as is”. Livesfirm does not warrant that the service will be uninterrupted or error-free and shall not be liable for malfunctions, suspensions or unavailability resulting from force majeure, maintenance work, network failures, acts of third parties or of the payment service provider.

8.3 Livesfirm shall under no circumstances be liable for loss of profits, loss of chance, or indirect, consequential or reputational damage.

8.4 In any event, should any liability on the part of Livesfirm be established, such liability shall be limited to the amount of the Fees actually received by Livesfirm in relation to the Event to which the alleged breach relates.

8.5 The Merchant shall indemnify and hold Livesfirm harmless against any claim, action, dispute, penalty, damage, cost and expense, including legal fees, brought by Purchasers, participants, third parties or authorities in relation to the Event, the content published, the sale of the Tickets or any breach of these Terms.

9. Fees

9.1 For the use of the Platform, the Merchant shall pay Livesfirm the Fees indicated in the Settings › Payments section of its Account, which form an integral part of this contract and prevail over any other indication, unless otherwise agreed in writing between the parties.

9.2 As at the date of signature, the standard Fees, as published on the website, amount to 3.5% of the transaction amount plus a fixed fee of €0.50 per ticket, plus VAT where applicable. Any different amounts configured in the Account of the individual Merchant shall remain unaffected.

9.3 The Fees are calculated automatically on the Tickets sold and are withheld by Livesfirm upon the Payout referred to in Article 10, together with the fees charged by Stripe for the payment service. The remaining amount is paid out to the Merchant.

9.4 Livesfirm may amend the Fees by giving 30 (thirty) days’ notice by email and/or via the dashboard. The new Fees shall apply to Events published after they take effect. If the Merchant does not accept them, it may terminate the contract pursuant to Article 15.

10. Collections, retention of sums and Payout to the Merchant

10.1 Purchasers’ payments are processed exclusively by Stripe. The Merchant directly and independently accepts Stripe’s terms during onboarding.

10.2 The amounts paid by Purchasers are credited, through Stripe, to the balance of Livesfirm’s Stripe account, where they are held on behalf of the Merchant until the Payout. Such sums do not pass through any bank account of Livesfirm. Collection through Stripe does not entail Livesfirm assuming the capacity of seller of the Tickets or of party to the contract entered into between the Merchant and the Purchaser.

10.3 The sums collected are paid out to the Merchant after the Event has taken place, in accordance with the timing set out in paragraph 10.4 below, net of: (i) the fees charged by Stripe; (ii) the Fees payable to Livesfirm pursuant to Article 9; (iii) any amounts refunded to Purchasers by Livesfirm at the Merchant’s request pursuant to Article 12, as well as reversals, chargebacks and related charges; (iv) any further sum owed by the Merchant to Livesfirm for any reason whatsoever.

10.4 The Payout is made by the first Tuesday following the date on which the Event takes place and in any case no later than 7 (seven) calendar days from that date, save in cases of force majeure or technical impediments.

10.5 The sums held by Livesfirm pursuant to this Article do not constitute a deposit and do not bear interest in favour of the Merchant.

10.6 Livesfirm may defer the Payout, in whole or in part, in the event of: pending disputes or refund requests; suspected fraud or unlawful activity; requests from the authorities or from Stripe; cancellation or postponement of the Event; breach of these Terms. The Merchant shall be notified of the deferral, together with the reasons for it.

10.7 The balance and transactions displayed in the dashboard are for information purposes only and reflect the data made available by Stripe.

10.8 Payment disputes (chargebacks), reversals, fraud and the related charges and penalties shall be borne entirely by the Merchant. Livesfirm is authorised to set off the related amounts against the sums held by it or otherwise owed to the Merchant and, where such sums are insufficient, the Merchant shall make up the shortfall within 5 (five) business days of the request.

10.9 Livesfirm shall not be liable for any delays, blocks, reserves, limitations or closures imposed by Stripe, nor for the resulting effects on the Payout.

10.10 The Platform maintains, for each Merchant, a history of the transactions carried out through it, by means of a technical recording system which assigns each transaction a sequential identifier and adopts measures designed to ensure its integrity and unalterability. At the Merchant’s request, the Platform may allow the generation of a summary document of the individual transaction, which is solely for information purposes and has no tax validity. Such document does not constitute an invoice, a commercial document (documento commerciale) or a tax or accounting certification, and does not replace any documentation that may be required by applicable law.

11. Invoicing

11.1 Livesfirm issues an invoice for the Fees accrued after the Event has taken place and in any case no later than the date of the Payout.

11.2 The invoice is issued electronically on the basis of the billing details provided by the Merchant in its Account; the Merchant is responsible for the accuracy and updating of such details.

12. Refunds

12.1 The decision to grant a full or partial refund to the Purchaser rests exclusively with the Merchant, as seller of the Tickets, which bears all economic and legal consequences thereof and remains responsible for compliance with applicable law.

12.2 At the Merchant’s request, Livesfirm may process the refund to the Purchaser solely within the limits of the sums relating to the Event still held by Livesfirm and not yet paid out. The refunded amount is deducted from the sums to be paid out to the Merchant. The Fees payable to Livesfirm on the refunded sale shall be borne by the Merchant and shall not be returned; likewise, any fees, costs or deductions applied by Stripe shall be borne by the Merchant.

12.3 Once the Payout of the sums relating to the Event has been made, Livesfirm shall not be required to handle or execute refunds in favour of Purchasers. Any refund after the Payout shall be handled directly by the Merchant, at its own care and expense and under its sole responsibility.

12.4 In the event of cancellation, postponement or modification of the Event giving rise to an entitlement to a refund for Purchasers, or in any case to the Merchant’s decision to grant them a refund, the procedures set out in the preceding paragraphs shall apply. The Merchant remains in any case responsible for communications to Purchasers and for the fulfilment of the obligations laid down by applicable law.

13. Tax obligations

13.1 All fiscal, tax and administrative obligations relating to the Event and to the sale of the Tickets laid down by the legislation applicable from time to time, including that of the country in which the Event takes place, fall within the exclusive competence and responsibility of the Merchant. For Events held in Italy, such obligations include, by way of example and without limitation, the payment of VAT on admission tickets, the obligations to certify receipts (certificazione dei corrispettivi), the obligations relating to entertainment tax (imposta sugli intrattenimenti) and dealings with SIAE and with the Italian Revenue Agency (Agenzia delle Entrate).

13.2 Livesfirm issues invoices exclusively for its own Fees and does not assume any role as withholding agent, tax representative or obliged party in relation to the sale of the Tickets. The collection and temporary holding of the sums pursuant to Article 10 take place on behalf of the Merchant and do not alter this allocation.

13.3 The Merchant is responsible for correctly configuring the tax rates and tax parameters in its Account and shall hold Livesfirm harmless against any consequence arising from incorrect or incomplete configurations.

14. Intellectual property

14.1 The Platform, the software, the ToVibe trade marks and all related content remain the exclusive property of Livesfirm. The Merchant is granted a non-exclusive, non-transferable and revocable licence of use, limited to the term of the contract and to the purposes set out in these Terms.

14.2 The Merchant warrants that it is the owner or lawful licensee of the trade marks, logos, images, texts and any other content uploaded to the Platform and grants Livesfirm a free-of-charge, non-exclusive licence, limited to the term of the contract, to the extent necessary to provide the services covered by these Terms. The Merchant further authorises Livesfirm to use its company name, trade name and related trade marks and logos, without altering their distinctive features, for the sole purpose of identifying the Merchant as a user of the Platform and/or a customer of Livesfirm, including on Livesfirm’s website, in its commercial presentations, promotional materials and corporate communications. Such use does not entail any assignment of the related intellectual property rights, nor does it imply the existence of any partnership, sponsorship or endorsement relationship beyond the relationship governed by these Terms.

15. Term, termination, suspension

15.1 The contract is entered into for an indefinite term. Either party may terminate the contract at any time by giving 30 (thirty) days’ written notice.

15.2 Termination by notice shall not affect the completion of Events already published and with sales in progress, to which these Terms shall continue to apply until the completion of the related obligations, including the Payout.

15.3 Livesfirm may immediately suspend the Account, the publication of an Event or access to the Platform in the event of: breach of these Terms; suspected fraud or unlawful activity; a request from the authorities; reports from Stripe; prejudice to the security or integrity of the Platform.

15.4 Livesfirm may terminate the contract pursuant to Article 1456 of the Italian Civil Code (express termination clause – clausola risolutiva espressa) in the event of breach of Articles 4, 6, 13 and 18.

16. Support

16.1 Support is provided during the hours and through the channels indicated in the Support section of the dashboard. Support covers exclusively the technical operation of the Platform.

17. Amendments to the Terms

17.1 Livesfirm may amend these Terms by notifying the Merchant by email and/or via the dashboard with 15 (fifteen) days’ notice. Continued use of the Platform after the amendments take effect shall constitute acceptance; failing such acceptance, the Merchant may terminate the contract without charge within the same period.

18. Protection of personal data — Appointment as Processor

18.1 Roles. With regard to the personal data of Purchasers and participants processed through the Platform on behalf of the Merchant, the Merchant acts as Controller and Livesfirm is appointed as Processor pursuant to Article 28 of Regulation (EU) 2016/679 (“GDPR”). By accepting these Terms, the Merchant confers such appointment on Livesfirm and Livesfirm accepts it.

18.2 Subject matter, nature and purpose. The processing consists of the collection, recording, storage, organisation, consultation, retrieval, disclosure and erasure of personal data, carried out by electronic means, for the sole purpose of providing the services set out in these Terms (management of the Account and of the Merchant’s users, publication of Events, management of the checkout and of the order, issue, sending and validation of Tickets, management of collections and of the Payout, recording and storage of the transaction history and generation of the related summary documents, sales reporting, support).

18.3 Duration. The processing shall last for the term of the contract, without prejudice to the retention obligations laid down by law.

18.4 Categories of data subjects. Purchasers, Event participants, holders of named tickets, and the Merchant’s staff, collaborators and authorised persons enabled to access the Account.

18.5 Categories of data. Personal and identification data (first name, surname, personal details), email address, mobile telephone number, date of birth, IP address and connection data, data relating to the order and to the admission ticket, data relating to the transaction, including amount, date, status and transaction identifier, admission validation data, as well as any further data necessary for the provision of the service. The processing of special categories of personal data under Article 9 GDPR is not envisaged; should the Merchant intend to collect such data, it shall give prior written notice thereof and assume all resulting obligations.

18.6 Instructions. Livesfirm processes personal data only on documented instructions from the Controller, consisting of these Terms and of the functionalities configured by the Merchant in the dashboard, unless the processing is required by Union or Member State law to which Livesfirm is subject, in which case it shall inform the Controller, unless prohibited by law.

18.7 Obligations of Livesfirm. Livesfirm: (i) ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (ii) takes appropriate technical and organisational measures pursuant to Article 32 GDPR; (iii) assists the Controller, taking into account the nature of the processing and by appropriate technical and organisational measures, in responding to requests for exercising the data subjects’ rights; (iv) assists the Controller in ensuring compliance with the obligations under Articles 32 to 36 GDPR; (v) notifies the Controller without undue delay, and in any case within 24 (twenty-four) hours of becoming aware of it, of any personal data breach, providing the information available; (vi) at the choice of the Controller, deletes or returns the data at the end of the contract, without prejudice to statutory retention obligations; (vii) makes available the information necessary to demonstrate compliance with the obligations laid down in Article 28 GDPR and allows for and contributes to audits, subject to reasonable notice, no more than once a year save in the event of incidents, during business hours and subject to confidentiality.

18.8 Sub-processors. The Controller grants a general authorisation for the engagement of sub-processors. Livesfirm imposes on sub-processors obligations equivalent to those set out in this Article and remains liable for their performance. The up-to-date list of sub-processors is made available at Livesfirm’s registered office. Livesfirm shall notify the Controller of any changes with 15 (fifteen) days’ notice, within which the Controller may object on reasonable and documented grounds, with the right to terminate the contract if no agreement is reached.

18.9 Transfers outside the EEA. Any transfers to third countries shall take place only on the basis of an adequacy decision or of appropriate safeguards pursuant to Articles 44 et seq. GDPR, including the Standard Contractual Clauses.

18.10 Responsibility of the Merchant. The Merchant is solely responsible for the lawfulness of the processing of participants’ data, the legal basis, the privacy notice provided to data subjects, the collection and management of any consents, marketing purposes, the correct configuration of the fields collected and of the retention periods, as well as for responding to data subjects’ requests. Livesfirm shall not be liable for the manner in which the Merchant processes participants’ data, nor for the use the Merchant makes of such data outside the Platform; the Merchant shall hold Livesfirm harmless against any resulting claim and penalty.

18.11 Independent processing. Livesfirm acts as an independent Controller with regard to the data of the Merchant and of its contact persons processed for the management of the contractual relationship, invoicing, management of collections, the security of the Platform and compliance with legal obligations.

19. Notices

19.1 Notices between the parties are validly given to the email address indicated by the Merchant in the Account and to the addresses of Livesfirm indicated in the preamble, or by notification in the dashboard. The Merchant is responsible for keeping its address up to date.

20. Assignment

20.1 The Merchant may not assign the contract or the Account without the prior written consent of Livesfirm. Livesfirm may assign the contract to companies within its group or in the context of extraordinary corporate transactions, giving notice thereof to the Merchant.

21. Governing law and jurisdiction

21.1 These Terms are governed by Italian law.

21.2 Any dispute howsoever arising out of or in connection with these Terms shall be subject to the exclusive and mandatory jurisdiction of the Court of Palermo, Sicily.

22. Final provisions

22.1 The invalidity or ineffectiveness of any clause shall not affect the validity of the remaining provisions.

22.2 Tolerance of non-compliant conduct shall not constitute a waiver of the rights arising under these Terms.

22.3 These Terms, together with the parameters configured in the Account, constitute the entire agreement between the parties with regard to their subject matter.