NOCTRA Platform Terms

These Terms govern access to and use of the NOCTRA organizer platform by the professional customer named in an accepted order form, offer, statement of work or other documented order (the “Order”). The provider is Brockhaus Ventures UG (haftungsbeschränkt) i. G., Falgerstraße 7, 48147 Münster, Germany. NOCTRA Intelligence is the product and business designation, not a separate legal entity.

The Workspace Contract is solely between NOCTRA and the Workspace customer. It is separate from every contract between an organizer or other ticket seller and a ticket buyer, including buyer terms, Event Conditions, seller disclosures and refund or cancellation rules.

The intended service is offered only to customers acting for purposes relating to their trade, business or profession. A person placing an Order or administering a Workspace represents that they have authority to bind the identified customer. An organizer role or Event activity alone does not establish professional-customer status.

A binding Workspace Contract requires an Order accepted through the documented method specified for that Order. Selection of Free or conversion to a paid Plan requires acceptance of the applicable effective Platform Terms and DPA by a user authorized to bind the professional Workspace customer; paid conversion additionally requires explicit selection of the paid Plan. Merely visiting a public page, submitting a contact request or reading these Terms is not acceptance.

The Order must identify the customer, Workspace, selected plan, price, Ticketing Rate, start date and any agreed individual terms. If an Order conflicts with these Terms, the expressly identified Order provision prevails for that Order.

The customer is responsible for the Workspace and for identifying authorized owners, administrators and team members. Users must use personal access credentials, keep them confidential and act only within their assigned role and permissions. The customer must promptly adjust or revoke access when duties or authorization change.

The current commercial catalog limits internal seats by Plan. An internal seat is an active Workspace membership, including the Owner, or a valid pending Workspace invitation. Suspended memberships and external Door invitations do not count. Plan rights do not expand an individual user’s Workspace role, module configuration or member permissions.

NOCTRA provides organizer-facing Event operations, Guestlist and access workflows, live control, public Event surfaces, reporting and Native Ticketing to the extent currently implemented and included in the selected plan. The Order and the current commercial catalog describe the commercial scope; product documentation may explain operation without expanding the agreed scope.

A planned entitlement is not a currently available feature and creates no delivery date or present usage right. Intelligence remains disabled and is not an active paid entitlement. NOCTRA may reasonably develop, improve, secure, adapt or replace service components for product, technical, security or legal reasons. NOCTRA will not arbitrarily materially degrade the contracted Plan. Where practicable, NOCTRA will provide reasonable advance information about a change that materially adversely affects the agreed core use. Urgent security or legal changes may take effect without advance notice. If a contractual change materially adversely affects the customer and continued use cannot reasonably be expected, the customer retains an appropriate termination right to the extent required by applicable law.

The current catalog permits 1 managed Venue, 3 internal seats and 3 retained templates on Free; 3, 5 and 10 on Core; 10, 15 and 50 on Scale; and 25, 50 and unlimited templates on Commerce. Enterprise is unlimited by default and may use individual limits agreed in an Order. Events and one-off Locations are unlimited on every Plan. A downgrade never deletes or hides existing resources; it only blocks adding, restoring or reactivating capacity above the current limit. Free does not include external paid ticketing. Core and higher Plans permit it; the remaining feature differences are described in the commercial catalog.

The available Plans are Free, Core, Scale, Commerce and Enterprise. The customer selects monthly or annual billing where offered. The current subscription price, billing period and separate percentage-based NOCTRA Ticketing Rate are displayed before acceptance and recorded in the Order. SaaS subscription prices exclude applicable VAT unless expressly stated otherwise. Payment-processing fees charged by Stripe are separate from the NOCTRA Ticketing Rate.

Free is subject to the commercial condition that, if an Event operated under Free has paid ticket sales, all of those paid sales must be processed through NOCTRA Ticketing. Free tickets, Guestlist places and Events without paid ticket sales do not breach this condition and are not required to use a paid Checkout. External paid ticketing is available from Core upward. If NOCTRA becomes aware that a Free Workspace uses external paid ticketing, that Workspace is no longer eligible for Free and receives 7 days to remedy the condition. During that period, an Owner or Admin must either move future paid ticket sales fully to NOCTRA Ticketing or actively select Core or a higher eligible Plan. Operational access remains available during the remediation period.

NOCTRA does not automatically convert the Workspace to a paid Subscription. V1 applies neither a retroactive NOCTRA Ticketing Rate to externally processed revenue nor a contractual penalty fee. If the condition remains unresolved after the remediation period, Free eligibility ends and the customer must select another eligible Plan. Required security, Platform Terms and other legal or compliance documents, required financial documents, and necessary customer-data access or retrieval remain available under the applicable rules. This Free-specific V1 policy asserts no automated external-sales detection and establishes no additional suspension right for repeated circumvention.

The “Ticketing Rate Base” is the gross ticket price actually and successfully paid by the buyer, including VAT or other tax already contained in that ticket price, after discounts. Successful refunds and chargebacks reduce the Ticketing Rate Base. Separate payment-processing fees are excluded from the Ticketing Rate Base. The percentage stated for the Plan is applied to that resulting basis. The Ticketing Rate Base is a contractual fee-calculation basis and is distinct from any statutory VAT or other tax base.

The Platform fee is due at the beginning of each selected billing period. Stripe provides the current subscription-billing and payment-processing infrastructure. The Order and invoice state the actual amount and applicable tax treatment. This does not affect the Ticketing Rate Base above. NOCTRA does not promise that a payment provider will refund its processing fees when a ticket payment is refunded.

Paid subscriptions renew for the selected monthly or annual billing period unless cancelled. The customer may cancel at any time; cancellation takes effect at the end of the then-current paid billing period. No separate cancellation notice period applies unless an individual Order expressly provides otherwise.

An accepted Plan upgrade, and a monthly-to-annual change at the same Plan, is payment-gated and takes effect after the required payment succeeds. The actual amount is displayed before confirmation. A downgrade, and an annual-to-monthly change at the same Plan, takes effect at the end of the current billing period. Cancellation does not undo accrued charges or completed ticketing activity.

A failed Subscription payment starts a 7-day grace period. The first failure does not cause immediate deletion or irreversible lockout. If payment remains unresolved after that period, the canonical Free fallback applies. Existing customer data and resources are not automatically deleted; capacity-adding, restoring or reactivating actions may be restricted to the Free limits. Required security, legal, compliance, financial-document and necessary customer-data access remain protected.

Free is NOCTRA’s permanent entry and evaluation Plan. V1 provides no standard automatic free trial for Core, Scale or Commerce and defines no paid-Plan trial duration. Evaluation, onboarding or any future promotional feature access never converts automatically into a paid Subscription. A future promotional feature trial grants only the tested feature access unless product policy expressly changes; the customer keeps the Ticketing Rate of its currently active commercial Plan until the tested paid Plan is actually activated. Paid conversion requires explicit selection of a paid Plan and acceptance of the applicable Platform Terms through the documented contract flow.

The customer must provide accurate, lawful and current Workspace, Event, Venue, seller, tax, ticket, Guestlist and operational information; obtain required rights, notices and consents; configure roles appropriately; and verify outputs before relying on them for legal, tax, financial, safety or admission decisions.

Where the customer or another identified organizer sells tickets, that seller remains responsible for the Event offer, buyer contract, disclosures, admission, fulfilment, cancellations and refunds except to the extent an individual written agreement expressly allocates a duty to NOCTRA. NOCTRA’s technical role does not make the Workspace Platform Terms buyer terms.

The customer and its users must not use the service unlawfully; infringe rights; upload malicious code; bypass authentication, Workspace scope, roles, permissions, rate limits or technical safeguards; probe or disrupt systems without written authorization; misuse buyer or attendee data; or enable unauthorized third-party access.

The customer must protect credentials and devices, maintain accurate access assignments, promptly revoke unnecessary access, and report suspected compromise through the published security contact. Required security, permissions, legal and compliance access are not plan-restricted.

For the duration of the Workspace Contract, NOCTRA grants the customer a non-exclusive, non-transferable right, except where transfer is expressly permitted, to access and use the NOCTRA Platform within the selected Plan and Workspace for the customer’s internal business purposes through its authorized users and in accordance with these Terms.

NOCTRA and its licensors retain rights in the platform, software, design, documentation and service-generated technical components. The customer retains its rights in customer content and operational data. The customer grants NOCTRA the limited rights needed to host, process, reproduce and transmit that content to provide, secure and support the contracted service.

The customer warrants that it has the rights and lawful basis needed for customer content and instructions. Feedback may be used to improve the service without transferring ownership of the customer’s confidential information.

Each party must protect the other party’s non-public business, technical and operational information, use it only for the Workspace Contract, and disclose it only to persons who need it and are bound by appropriate confidentiality duties. Confidential information does not include information that the receiving party can show was lawfully known before disclosure, became public without breach, was independently developed without use of the confidential information, or was lawfully obtained from a third party without confidentiality duty.

A party may disclose confidential information where required by law, a court or a competent authority. To the extent legally permitted, it must inform the other party in advance and limit the disclosure to what is required.

For customer personal data processed by NOCTRA on documented instructions, the parties must execute or otherwise validly incorporate the applicable Data Processing Agreement. NOCTRA’s separate Privacy Notice describes activities for which NOCTRA determines purposes and means. The public Subprocessors disclosure identifies evidenced providers and unresolved classifications.

The service relies on infrastructure, communications and payment providers. Third-party services may be governed by their own terms and technical availability. Stripe supports Platform subscription billing, Stripe Connect, organizer payment accounts and hosted ticket payment processing. External Ticketing records an external sales channel but does not imply provider API synchronization.

NOCTRA does not promise unimplemented SSO, APIs, custom integrations or other Enterprise functionality. Any custom integration or service commitment exists only if separately agreed in an Enterprise Order.

NOCTRA operates and maintains the service with reasonable professional care. These Terms promise no uptime percentage, response-time guarantee or service credit. Maintenance, security work, provider outages and events outside reasonable control may affect availability. NOCTRA will use the support contact published on the Support page for standard support communication.

An SLA, individual onboarding or custom service level applies only where expressly agreed in an Enterprise Order. No such commitment is implied by the Enterprise plan name alone.

Either party may exercise statutory termination rights for material breach. Subject to applicable law, NOCTRA may suspend affected access where necessary to contain a material security threat, prevent unlawful use, protect other customers or comply with a binding legal requirement. Measures should be proportionate to the affected risk where practicable.

During the Workspace Contract, the customer may use the export methods then available for its customer data. After termination, NOCTRA returns or deletes customer personal data in accordance with documented DPA instructions and the technically available process, unless applicable law requires retention. Necessary access to required financial, legal or compliance documents is governed by the applicable product process and mandatory law.

Financial, tax, audit, contract and dispute evidence may remain where legally required or necessary to establish, exercise or defend claims. Retained data is restricted from ordinary active product use. Each evidence category follows its applicable retention obligation or limitation criterion; no single period applies to every category.

NOCTRA is liable without limitation for intent and gross negligence, for injury to life, body or health, under an expressly assumed guarantee, and under mandatory statutory liability, including liability that cannot lawfully be limited.

For ordinary negligence, NOCTRA is liable only for breach of a material contractual obligation whose performance is essential to proper performance of the Workspace Contract and on whose performance the customer may regularly rely. In that case, liability is limited to the damage typical for the contract and reasonably foreseeable when the Workspace Contract was concluded. The preceding limitations also apply in favour of NOCTRA’s representatives and agents.

The customer must use reasonable export or backup options made available by the Platform and retain records that remain within its own responsibility. This duty is taken into account when determining contributory responsibility for avoidable data loss; it does not exclude liability for a failure within NOCTRA’s own responsibility.

The Workspace Contract is governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), where that exclusion is legally permissible. Münster is the agreed venue only where a pre-dispute venue agreement is legally permissible for the specific customer. In all other cases, the statutory venue applies. Mandatory law remains unaffected.

For Enterprise customers, an expressly executed order form or individual agreement may override Subscription price, Ticketing Rate, SLA, support and other expressly negotiated commercial terms. It prevails over these Terms only for the specific conflicting subject. The DPA prevails for processor obligations concerning customer personal data. Organizer-to-buyer contracts remain separate and do not amend the Workspace Contract.

Contract communications may be sent to the contract or billing email recorded for the Workspace, through a designated Platform notice channel, or through another contact agreed in the Order. A party must keep its contact details current. Statutory form and delivery requirements for particular declarations remain unaffected.

Neither party may transfer the Workspace Contract without the other party’s prior consent, which must not be unreasonably withheld, except that NOCTRA may transfer it to a legal successor in connection with a transfer of the relevant business if the customer’s contractual protections are not materially reduced. Mandatory assignment rights remain unaffected.

A party is not responsible for delay or non-performance caused by an event outside its reasonable control to the extent that it could not reasonably prevent or overcome the effects. The affected party must take reasonable mitigation measures and resume performance when practicable. Payment obligations already due are not excused by this clause.

The Workspace Contract consists of the accepted Order, these Platform Terms, the applicable DPA and any expressly incorporated documents. Together they constitute the agreement on their subject matter. The specific order of precedence in section 18 applies. Amendments require the documented form agreed for the Workspace Contract, subject to mandatory law and individually negotiated terms.

The German version is authoritative in the event of an interpretation conflict. The English version is provided as a convenience translation. Individually negotiated documents may expressly specify another authoritative language.

If a provision is invalid or unenforceable, the remaining provisions remain unaffected to the extent legally permissible. The applicable statutory rule takes the place of the invalid provision; the parties may document a lawful replacement without limiting protections that apply to standard terms.