Terms and Conditions

1. Definitions and Interpretation

These Terms and Conditions ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "Customer", "Subscriber", "you", "your") and Ihq Tech, a Belgian limited liability company (Commanditaire Vennootschap) with registered office at Raadhuislaan 4, 3010 Leuven, Belgium, enterprise number BE 1012.085.231 ("Company", "we", "us", "our"), governing access to and use of the AutomatedSeating.com platform, website, software, services, and all related functionality (collectively, the "Service", "Platform", "Software").

2. Acceptance and Binding Effect

2.1 By creating an account, accessing the Platform, initiating a Subscription, or using any part of the Service in any manner whatsoever, you unconditionally and irrevocably acknowledge, accept, and agree to be legally bound by these Terms in their entirety, without exception or modification.

2.2 If you do not agree to any provision contained herein, you are expressly prohibited from accessing or using the Service and must immediately cease all use and access.

2.3 You represent and warrant that: (a) you possess the legal capacity and authority to enter into this Agreement; (b) if acting on behalf of an organization, you are duly authorized to bind such entity; (c) you are at least 18 years of age; and (d) your use of the Service does not violate any applicable law, regulation, or ordinance.

3. Account Registration and Security

3.1 You shall provide true, accurate, current, and complete registration information and maintain and promptly update such information to ensure its continued accuracy.

3.2 You bear sole and exclusive responsibility for maintaining the confidentiality and security of your account credentials, passwords, and authentication mechanisms.

3.3 You acknowledge and agree that you are fully and solely responsible for all activities, transactions, and actions conducted through or under your account, whether or not authorized by you.

3.4 Notwithstanding any other provision herein, the Company shall bear no liability whatsoever for any loss, damage, or harm arising from unauthorized access to or use of your account, whether resulting from your failure to safeguard credentials or otherwise.

3.5 The Company reserves the right, in its sole and absolute discretion, to refuse registration, suspend, or terminate any account for any reason or no reason, without prior notice or liability.

4. Description and Modification of Service

4.1 The Service provides cloud-based software tools and functionality for seat planning, event layout management, seating chart creation, and related features, as may be modified, updated, or discontinued from time to time at the Company's sole discretion.

4.2 The Company reserves the right, without prior notice or liability, to: (a) modify, suspend, or discontinue the Service or any feature thereof, temporarily or permanently; (b) change pricing, features, or functionality; (c) impose usage limits or restrictions; (d) remove or alter any content or data; and (e) implement updates, patches, or technical changes.

4.3 You expressly acknowledge and agree that the Company makes no guarantee, representation, or warranty regarding the continued availability, functionality, or compatibility of any feature, and that features may be added, modified, or removed without notice or compensation.

5. Subscriptions, Billing, and Payment Terms

5.1 Payment Authorization. By subscribing to premium features, you expressly authorize the Company and its designated payment processor (Stripe, Inc.) to charge your designated payment method on a recurring basis until cancellation. All payments are processed in accordance with Stripe's terms of service.

5.2 Automatic Renewal. Unless cancelled prior to the renewal date, Subscriptions automatically renew for successive periods equal to the initial subscription period, and you authorize recurring charges accordingly.

5.3 Price Changes. The Company reserves the right to modify Subscription pricing at any time. Price changes shall take effect upon the next renewal period following notice to you. Continued use of the Service after price changes constitutes acceptance of such changes.

5.4 Taxes. All fees are exclusive of applicable taxes, duties, levies, or governmental charges (collectively, "Taxes"). You are solely responsible for all Taxes associated with your Subscription. The Company utilizes Stripe automatic tax calculation to collect applicable VAT, sales tax, and other Taxes as required by law. Tax treatment may vary based on your location and business status.

5.5 Payment Failures. Failure to pay any amounts when due may result in immediate suspension or termination of your access without prior notice or liability. You remain liable for all outstanding amounts plus any collection costs, attorneys' fees, or other expenses incurred.

5.6 No Refunds - General Rule. Except as expressly required by mandatory applicable law, all payments are final, non-refundable, and non-transferable under all circumstances. Without limiting the foregoing, no refunds shall be provided for: (a) partial billing periods; (b) unused features or services; (c) early cancellation; (d) failure to use the Service; (e) dissatisfaction with the Service; (f) account suspension or termination for breach of Terms; or (g) service interruptions, delays, or unavailability.

6. Consumer Right of Withdrawal (EU/Belgian Law)

6.1 Applicability. This Section 6 applies exclusively to Consumers as defined under Belgian and European Union consumer protection law. Business Customers are expressly excluded from the provisions of this Section.

6.2 Fourteen-Day Withdrawal Period. Consumers have the right to withdraw from this Agreement within fourteen (14) calendar days from the date of subscription without providing any reason, in accordance with the Belgian Code of Economic Law and EU Directive 2011/83/EU.

6.3 Exception for Immediate Service Commencement. Notwithstanding Section 6.2, if you expressly request that the Service commence immediately upon subscription (i.e., immediate access to premium features), you thereby expressly acknowledge and agree that: (a) you waive your right of withdrawal; and (b) the Agreement is fully performed once access is granted, precluding withdrawal.

6.4 Exercise of Withdrawal Right. To exercise the right of withdrawal where applicable, Consumers must send an unequivocal statement to privacy@automatedseating.com before expiration of the fourteen-day period.

6.5 Refund Upon Withdrawal. If withdrawal is validly exercised and not waived under Section 6.3, the Company shall refund all payments received from the Consumer within fourteen (14) days of receipt of withdrawal notice, using the same payment method unless otherwise agreed. Notwithstanding the foregoing, the Company may withhold refunds until proof of non-use is provided or may deduct a proportionate amount for services provided prior to withdrawal.

6.6 Business Customer Exclusion. For Business Customers, all subscriptions are final and non-refundable except as required by mandatory Belgian law. Business Customers do not possess a right of withdrawal and accept all charges as final upon subscription.

7. Cancellation and Termination

7.1 User Cancellation. You may cancel your Subscription at any time through account settings or by written notice to privacy@automatedseating.com. Cancellation shall be effective at the end of the then-current billing period. No refunds or credits shall be provided for partial periods, and you remain liable for all charges accrued through the end of the billing period.

7.2 Company Termination Rights. The Company reserves the right, in its sole and absolute discretion, to immediately suspend or terminate your account, access, and Subscription, with or without notice, for any reason or no reason, including but not limited to: (a) violation of these Terms; (b) suspected fraudulent, abusive, or illegal activity; (c) payment failures or chargebacks; (d) excessive usage or system abuse; (e) threats to system security or integrity; or (f) business or operational reasons.

7.3 Effect of Termination. Upon termination or suspension for any reason: (a) all rights granted hereunder immediately cease; (b) you shall immediately cease all access to and use of the Service; (c) the Company may delete or permanently erase all User Content; (d) no refunds, credits, or compensation of any kind shall be provided; and (e) all payment obligations remain in full force and effect.

7.4 Survival. Sections 8, 9, 10, 11, 12, 13, 14, and 15 shall survive termination of this Agreement indefinitely.

8. Service Availability, Maintenance, and Interruptions

8.1 No Uptime Guarantee. The Company makes no representation, warranty, or guarantee regarding Service availability, uptime, reliability, accessibility, or uninterrupted operation. The Service is provided on an "as available" basis subject to interruptions, delays, outages, and degradation of performance.

8.2 Scheduled and Emergency Maintenance. The Service may be temporarily unavailable due to scheduled maintenance, updates, patches, upgrades, or emergency repairs, with or without advance notice. The Company shall not be liable for any consequences of such unavailability.

8.3 Disclaimer of Liability. Notwithstanding any other provision herein, the Company expressly disclaims all liability for any loss, damage, harm, or consequence arising from or related to: (a) Service downtime, interruptions, or delays; (b) data transmission errors or failures; (c) inability to access the Service; (d) system outages or performance degradation; (e) third-party infrastructure failures; or (f) Force Majeure events.

8.4 No Service Level Agreement. Unless otherwise agreed in a separate written Service Level Agreement executed by authorized Company representatives, no uptime commitments, availability guarantees, or performance standards apply, and the Company shall bear no liability for failure to meet any particular performance level.

9. Acceptable Use Policy and Prohibited Conduct

You expressly agree NOT to, and shall not permit any third party to:

9.15 Enforcement. Violation of this Acceptable Use Policy constitutes a material breach of this Agreement and may result in immediate account termination, suspension of access, deletion of User Content, legal action, and/or referral to law enforcement authorities, all without prior notice, refund, or liability.

10. User Content, Ownership, and License Grant

10.1 User Retention of Ownership. Subject to the license granted herein, you retain all ownership rights in and to User Content uploaded to or created through the Service.

10.2 License to Company. By uploading or creating User Content, you hereby grant to the Company a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, display, and otherwise exploit User Content solely for the purposes of: (a) operating, providing, maintaining, and improving the Service; (b) developing new features and functionality; (c) performing technical operations such as backup, archival, and disaster recovery; and (d) complying with legal obligations.

10.3 User Representations and Warranties. You represent and warrant that: (a) you own or possess all necessary rights, licenses, consents, and permissions to upload User Content and grant the license set forth herein; (b) User Content does not and will not infringe, misappropriate, or violate any third-party intellectual property right, privacy right, or other right; (c) User Content complies with all applicable laws and these Terms; and (d) you have obtained all necessary consents for processing of personal data contained in User Content.

10.4 Content Removal. The Company reserves the right, but assumes no obligation, to monitor, review, remove, refuse, or disable access to any User Content at any time, for any reason or no reason, without notice or liability. The Company assumes no responsibility or liability for User Content or for failure to remove any User Content.

10.5 No Backup Obligation. You are solely responsible for creating and maintaining backup copies of User Content. The Company shall have no obligation to retain, store, or provide access to User Content following account termination, and User Content may be permanently deleted without notice or liability.

10.6 Data Loss Disclaimer. Notwithstanding any other provision herein, the Company expressly disclaims all liability for any loss, corruption, deletion, or unavailability of User Content, whether resulting from technical failures, user error, account termination, Force Majeure, or any other cause whatsoever.

11. Data Protection, Privacy, and GDPR Compliance

11.1 Privacy Policy Incorporation. Collection, use, and processing of personal data is governed by the Company's Privacy Policy, available at automatedseating.com/privacy, which is incorporated herein by reference. By using the Service, you consent to such processing in accordance with the Privacy Policy.

11.2 GDPR Compliance. The Company processes personal data in compliance with Regulation (EU) 2016/679 (General Data Protection Regulation, "GDPR") and applicable Belgian data protection law. Data subject rights, data processing details, and lawful bases for processing are set forth in the Privacy Policy.

11.3 User Responsibilities. You represent and warrant that: (a) all personal data uploaded as User Content is uploaded lawfully and in compliance with applicable data protection law; (b) you have obtained all necessary consents, authorizations, and legal bases for such processing; and (c) you shall indemnify and hold harmless the Company from any claims arising from your failure to comply with data protection obligations.

11.4 Data Processing Agreement. For Business Customers acting as data controllers who upload personal data of third parties, a separate Data Processing Agreement ("DPA") may be executed upon request to ensure GDPR compliance. Contact privacy@automatedseating.com to request a DPA.

11.5 Data Breach Notification. In the event of a personal data breach affecting your User Content, the Company shall notify you in accordance with GDPR requirements and the procedures set forth in the Privacy Policy, provided that such notification shall not constitute an admission of fault or liability.

12. Intellectual Property Rights

12.1 Company Ownership. The Service, Software, Platform, and all components thereof, including but not limited to software code, algorithms, databases, data structures, user interfaces, visual designs, graphics, logos, trademarks, service marks, trade names, text, documentation, processes, methods, know-how, and all intellectual property rights therein (collectively, "Company IP"), are and shall remain the exclusive property of the Company and its licensors.

12.2 Limited License to User. Subject to compliance with these Terms and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business or personal purposes in accordance with these Terms.

12.3 Restrictions. You shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works based on Company IP; (b) reverse engineer, decompile, disassemble, or attempt to discover source code or underlying algorithms; (c) sell, resell, rent, lease, sublicense, or distribute the Service or Company IP; (d) remove, obscure, or alter any proprietary rights notices; or (e) use Company IP except as expressly permitted herein.

12.4 Trademark Usage. You are prohibited from using any Company trademarks, service marks, logos, or trade names without prior written consent. No license or right is granted to use Company trademarks except as expressly authorized in writing.

12.5 Feedback. If you provide suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Service ("Feedback"), you hereby assign to the Company all right, title, and interest in and to such Feedback, and the Company shall be free to use, implement, and exploit such Feedback without restriction, compensation, or attribution.

13. Third-Party Services and Integrations

13.1 Third-Party Dependencies. The Service integrates with, relies upon, or interoperates with third-party services, platforms, and providers, including but not limited to: (a) Stripe, Inc. for payment processing; (b) hosting and infrastructure providers; (c) content delivery networks; (d) analytics services (PostHog, Vercel Analytics); (e) authentication services; and (f) other third-party software and APIs (collectively, "Third-Party Services").

13.2 No Control or Responsibility. The Company does not control, operate, or endorse Third-Party Services and expressly disclaims all responsibility and liability for: (a) the availability, reliability, accuracy, or functionality of Third-Party Services; (b) the acts, omissions, errors, or failures of third-party providers; (c) pricing, terms, or policies of Third-Party Services; (d) data practices, security, or privacy of Third-Party Services; (e) interruptions, outages, or service degradation caused by third parties; or (f) any damage, loss, or harm arising from your use of or reliance upon Third-Party Services.

13.3 Separate Terms. Your use of Third-Party Services is governed by the respective terms of service, privacy policies, and agreements of such third parties. You are solely responsible for reviewing and complying with third-party terms. The Company makes no representations or warranties regarding Third-Party Services and shall bear no liability for your interactions with third parties.

13.4 Changes to Third-Party Services. Third-Party Services may be modified, discontinued, or become unavailable at any time, which may affect Service functionality. The Company shall bear no liability for such changes or their consequences.

14. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

NO ADVICE, INFORMATION, OR STATEMENT, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

14.8 Consumer Statutory Warranties. Notwithstanding the foregoing disclaimers, Consumers may possess certain statutory warranty rights under Belgian and European Union law that cannot be excluded or limited by contract. To the extent such mandatory warranties apply, the Company's liability is limited to the minimum extent permitted by law.

14.9 Assumption of Risk. You expressly acknowledge and agree that use of the Service is at your sole and exclusive risk and that you assume full responsibility for all risks associated with access to and use of the Service, including but not limited to risks of data loss, system damage, security breaches, and business interruption.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, INCLUDING BUT NOT LIMITED TO:

THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.12 Aggregate Liability Cap. Notwithstanding any other provision herein, the Company's total aggregate liability arising out of or related to these Terms or the Service, whether in contract, tort (including negligence), warranty, or otherwise, shall not exceed the total amount of fees paid by you to the Company during the three (3) month period immediately preceding the event giving rise to liability. If no fees have been paid, the Company's liability shall not exceed fifty euros (€50).

15.13 Multiple Claims. The existence of multiple claims or causes of action shall not enlarge or extend this limitation. The limitations set forth in this Section 15 represent an essential basis of the bargain between the parties and shall apply cumulatively.

15.14 Consumer Mandatory Rights. Notwithstanding the foregoing limitations, Consumers may possess certain mandatory rights under Belgian and European Union law that cannot be excluded or limited. To the extent such mandatory liability applies, the Company's liability is limited to the minimum extent permitted by applicable law. For Business Customers, liability is limited to the maximum extent permitted by law, and the foregoing limitations and exclusions apply in full force and effect.

15.15 Essential Basis of the Bargain. You expressly acknowledge and agree that these limitations of liability are fair, reasonable, and essential elements of the Agreement, and that the Company would not provide the Service at current pricing levels absent such limitations.

16. Indemnification

16.1 User Indemnification Obligation. You agree to indemnify, defend (at the Company's option), and hold harmless the Company, its affiliates, subsidiaries, parent companies, officers, directors, employees, agents, contractors, licensors, suppliers, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or related to:

16.2 Defense and Settlement. The Company reserves the right to assume exclusive defense and control of any matter subject to indemnification, in which case you shall cooperate fully with the Company in asserting any available defenses. You shall not settle any claim without the Company's prior written consent.

16.3 Survival. This indemnification obligation shall survive termination of this Agreement indefinitely.

17. Modification of Terms

17.1 The Company reserves the right, in its sole and absolute discretion, to modify, amend, supplement, or replace these Terms at any time, for any reason or no reason, with or without notice.

17.2 Modifications shall be effective immediately upon posting of the revised Terms on the Platform, and the "Last updated" date shall be updated accordingly.

17.3 Your continued access to or use of the Service following any modification constitutes unconditional acceptance of the modified Terms. If you do not agree to the modified Terms, you must immediately cease use of the Service.

17.4 It is your sole responsibility to review the Terms periodically to remain informed of modifications. The Company shall have no obligation to provide individual notice of changes.

18. Governing Law and Jurisdiction

18.1 Governing Law. These Terms and any disputes arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of Belgium, without regard to conflict of laws principles.

18.2 Exclusive Jurisdiction - Business Customers. For Business Customers, the courts of Leuven, Belgium, shall have exclusive jurisdiction over all disputes arising out of or related to these Terms or the Service, and you irrevocably submit to the exclusive jurisdiction of such courts and waive any objection to venue or inconvenient forum.

18.3 Consumer Jurisdiction. Notwithstanding Section 18.2, Consumers may bring claims in the courts of their habitual residence to the extent required by mandatory EU consumer protection law (Brussels I Regulation (recast), Regulation (EU) No 1215/2012).

18.4 Waiver of Jury Trial. To the fullest extent permitted by law, both parties waive any right to trial by jury in any proceeding arising out of or related to these Terms or the Service.

19. Dispute Resolution and Arbitration (Business Customers Only)

19.1 Applicability. This Section 19 applies exclusively to Business Customers. Consumers are not bound by arbitration provisions to the extent prohibited by mandatory EU consumer protection law.

19.2 Informal Negotiation. Before initiating formal proceedings, Business Customers agree to attempt in good faith to resolve disputes informally by contacting privacy@automatedseating.com and providing written notice describing the dispute. The parties shall negotiate for a period of thirty (30) days.

19.3 Arbitration Agreement. If informal negotiation fails, Business Customers agree that disputes shall be resolved through binding arbitration administered by the Belgian Centre for Arbitration and Mediation (CEPANI) in accordance with its Rules of Arbitration. Arbitration shall be conducted in English in Leuven, Belgium, by a single arbitrator appointed in accordance with CEPANI rules.

19.4 Arbitration Costs. Each party shall bear its own attorneys' fees and costs unless otherwise awarded by the arbitrator.

19.5 Waiver of Class Actions. Business Customers expressly waive the right to pursue claims on a class, collective, representative, or consolidated basis or to participate in class action litigation or class-wide arbitration. All claims must be brought individually.

19.6 Equitable Relief. Notwithstanding the foregoing, the Company may seek injunctive or equitable relief in any court of competent jurisdiction to prevent infringement of intellectual property rights, breach of confidentiality, or Acceptable Use Policy violations.

20. General Provisions

20.1 Entire Agreement. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, representations, or communications, whether written or oral.

20.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent, or if such modification is not possible, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

20.3 Waiver. No waiver of any provision of these Terms shall be deemed or constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision shall not constitute a waiver of such provision or any other provision.

20.4 Assignment. You may not assign, transfer, delegate, or sublicense any rights or obligations under these Terms without the Company's prior written consent. Any attempted assignment in violation of this provision shall be void. The Company may freely assign these Terms without restriction. These Terms shall be binding upon and inure to the benefit of the parties' permitted successors and assigns.

20.5 Force Majeure. The Company shall not be liable for any failure or delay in performance due to Force Majeure events. During Force Majeure events, the Company's obligations shall be suspended, and no liability shall accrue for non-performance.

20.6 Headings. Section and subsection headings are for convenience only and shall not affect interpretation of these Terms.

20.7 Relationship of Parties. Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf.

20.8 No Third-Party Beneficiaries. These Terms are solely for the benefit of the parties and do not confer any rights upon third parties, except as expressly provided in Section 16 (Indemnification).

20.9 Language. These Terms are drafted in English. In the event of translation into other languages, the English version shall prevail in case of conflict.

20.10 Electronic Communications. You consent to receive communications from the Company electronically, including via email or by posting notices on the Platform. Electronic communications satisfy any legal requirement that communications be in writing.

20.11 Notices. All notices to the Company must be sent via email to privacy@automatedseating.com. Notices to you may be sent to the email address associated with your account and shall be deemed effective upon sending.

20.12 Statute of Limitations. To the fullest extent permitted by law, any claim arising out of or related to these Terms or the Service must be commenced within one (1) year after the cause of action accrues. Claims brought after such period are permanently barred.

21. Contact Information

For questions, concerns, notices, or complaints regarding these Terms, please contact: