Terms and Conditions of Service

Capitalised terms in these Terms have the following meanings:

• "Claim" — any claim, demand, action, proceeding, loss, damage, cost, liability, or expense (including reasonable legal fees and disbursements) whether arising in contract, tort, statute, or otherwise.
• "Content" — any photo, image, text, or other material submitted or uploaded to the Service by any user.
• "DPA" — the Data Processing Agreement governing the relationship between Photodrop (as processor) and each Venue (as controller) in respect of Guest photos, incorporated into these Terms by reference.
• "Force Majeure Event" — any cause beyond Photodrop's reasonable control, including but not limited to acts of God, war, terrorism, pandemic, governmental action, industrial dispute, failure of third-party infrastructure, cyberattack, or internet outage.
• "GDPR" — Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data.
• "Guest" — an individual who accesses the Service via a Venue's QR code, uploads Content, and pays the applicable upload fee. Guests do not create persistent accounts.
• "Intellectual Property Rights" — all patents, copyright, database rights, trade marks, trade names, design rights, know-how, trade secrets, rights in software, and all other intellectual or industrial property rights of any kind, whether registered or unregistered, anywhere in the world.
• "Losses" — all direct, indirect, incidental, special, consequential, exemplary, or punitive damages, loss of profits, loss of revenue, loss of data, loss of goodwill, loss of business opportunity, and any other economic loss, whether foreseeable or not.
• "Mollie" — Mollie B.V., a Dutch-licensed payment service provider, which processes payments made through the Service.
• "Personal Data" — any information relating to an identified or identifiable natural person, as defined in the GDPR.
• "Platform Operator" — Photodrop, as the party administering the platform, managing global stock photos, and exercising override rights on all Content and moderation decisions.
• "Service" — the Photodrop live photo-gallery SaaS platform at https://photodrop.nl and all associated APIs, dashboards, TV display software, and infrastructure.
• "Third-Party Services" — software, infrastructure, and services provided by third parties and used by Photodrop to deliver the Service, including but not limited to Mollie (payments), Sightengine (content moderation), Supabase (database and storage), Vercel (hosting), and Resend (email).
• "Venue" — a business (bar, club, event operator, or similar) that has registered an account on the Service to host a photo gallery at its premises.

2.1 Applicability

These Terms apply to all users of the Service, including Venues and Guests. They form a legally binding agreement between you and Photodrop. By (a) registering a Venue account, (b) accessing the admin dashboard, (c) scanning a QR code and submitting a photo as a Guest, or (d) accessing any part of the Service in any way, you confirm that you have read, understood, and irrevocably accepted these Terms.

2.2 Capacity and Authority

Venues represent and warrant that they are a legal entity or sole trader with full power and authority to enter into these Terms, that the person accepting on the Venue's behalf has authority to bind the Venue, and that the Venue is acting in the course of a trade or profession. Guests represent and warrant that they are at least 16 years of age (or such higher minimum age as applies in their country of residence) and have legal capacity to enter into a binding agreement. Use of the Service by persons lacking the requisite capacity or age is strictly prohibited.

2.3 No Reliance

Each party acknowledges that it has not relied on any representation, warranty, or statement made by or on behalf of the other party that is not expressly set out in these Terms, and that its only remedy in respect of any such representation, warranty, or statement is for breach of these Terms. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

2.4 Supplemental Terms

Venues are additionally bound by the DPA and any order form or subscription agreement entered into with Photodrop. In the event of conflict between supplemental documents and these Terms, the supplemental document prevails to the extent of the inconsistency.

3.1 Overview

Photodrop is a live photo-gallery SaaS service for bars, clubs, and event venues. It enables guests at participating venues to upload photos via a QR code, pay a small fee, and have those photos displayed in real time on the venue's screens.

3.2 Core Functionality

The Service includes: a Venue admin dashboard; a Guest mobile web upload flow; a full-screen TV display application; automated and manual content moderation tools; and payment processing and payout administration via Mollie.

3.3 Stock Photos

When fewer than 12 Guest photos are available, the gallery displays platform-provided stock photos. No charge is made to Guests for stock photo display. Photodrop holds all necessary rights to display stock photos and excludes all liability in respect of them.

3.4 No Pre-Screening Obligation

Photodrop does not pre-screen Content before it is submitted to the moderation queue. Photodrop operates as a hosting provider and mere conduit in respect of user Content and is not the publisher or editor of that Content.

3.5 Service Changes

Photodrop reserves the right to modify, suspend, or discontinue any feature or aspect of the Service at any time with reasonable notice where practicable. Photodrop is not liable for any Losses arising from any such modification, suspension, or discontinuation.

4.1 Account Creation

To access the Venue dashboard a Venue must create an account providing accurate and complete information including: legal entity name, registered address, KvK number, BTW number, and IBAN for payouts. The Venue must keep this information current throughout its use of the Service.

4.2 Account Security

The Venue is solely responsible for maintaining the confidentiality of its login credentials and for all activity occurring under its account, whether authorised or not. Photodrop must be notified immediately at billing@photodrop.nl of any known or suspected unauthorised use or security breach. Photodrop accepts no liability for losses arising from a Venue's failure to maintain account security.

4.3 Venue Representations and Warranties

Each Venue represents and warrants to Photodrop, on a continuing basis, that:

• it holds all licences, permits, and authorisations required to operate its premises and to offer the Service to its patrons, including any entertainment, music, or alcohol licensing required under Dutch law or the laws of any other relevant jurisdiction;
• it has adequate insurance coverage appropriate to its business, including public liability insurance;
• its use of the Service complies with all applicable laws and regulations, including consumer protection, data protection, and advertising laws;
• it has displayed — and will continue to display — adequate notice to its patrons that photos may be uploaded, publicly displayed, and stored in connection with the Service, in compliance with applicable privacy and data protection laws;
• all information it provides to Photodrop is accurate, complete, and not misleading;
• it will not use the Service for any fraudulent, unlawful, or abusive purpose.

4.4 Venue Obligations

Venues must:

• actively moderate their Content queue and promptly remove any Content that violates Section 8;
• ensure that only persons meeting the minimum age requirement upload Content at their venue;
• not sublicense, resell, or otherwise make the Service available to third parties without Photodrop's prior written consent;
• not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Service;
• not circumvent, disable, or otherwise interfere with any security feature, access control, or technical protection measure;
• not use any automated tool, bot, scraper, or script to interact with the Service except as expressly permitted in writing by Photodrop;
• not knowingly introduce any virus, malware, ransomware, trojan, worm, or other malicious code into the Service.

4.5 Audit Rights

Photodrop reserves the right, on reasonable notice, to audit a Venue's use of the Service to verify compliance with these Terms. The Venue must cooperate fully with any such audit and provide Photodrop with all information and access reasonably requested.

5.1 Single-Transaction Model

Guests do not create accounts. Each use of the Service by a Guest is a single, independent transaction. No ongoing contractual relationship between a Guest and Photodrop arises after the transaction is completed.

5.2 Upload Process

A Guest accesses the Venue's upload page via the QR code, selects a photo, reviews the price, and completes payment via Mollie. Upon successful payment, the photo is submitted to the moderation queue and, if approved, displayed on the Venue's TV.

5.3 Guest Representations and Warranties

By uploading a photo each Guest irrevocably represents and warrants that:

• they are the copyright owner of the photo, or hold all necessary licences and consents to upload it as contemplated by these Terms;
• every identifiable person in the photo has given their express, informed consent to the photo being displayed publicly in real time on a screen in a public venue;
• if the photo depicts a person under 18, the Guest holds documented consent from that person's parent or legal guardian;
• uploading and displaying the photo does not and will not infringe any third party's Intellectual Property Rights, privacy rights, personality rights, or any other rights;
• the photo complies with Section 8 of these Terms and all applicable laws;
• they accept sole and exclusive responsibility for any Claim arising from the Content of their photo.

5.4 No Guaranteed Display Time

Photodrop does not guarantee any minimum total display time beyond the initial five-second centre-stage moment. Display duration thereafter depends on Venue configuration, the volume of other photos, and network conditions.

6.1 Prices

Per-photo upload fees are set by each Venue within the range €0.50–€10.00 (inclusive). All prices displayed to Guests are VAT-inclusive at the Dutch standard rate of 21%. Photodrop does not set, control, or guarantee any particular fee level.

6.2 Payment Processing

Payments are processed by Mollie B.V. under Mollie's own terms and conditions and privacy policy. Photodrop does not process or store raw card data, bank credentials, or other payment instruments. Accepted payment methods are those offered by Mollie and may change at any time without notice. Photodrop accepts no liability for the availability, accuracy, or performance of Mollie's payment infrastructure.

6.3 Currency

All transactions are denominated in Euro (EUR).

6.4 Payouts to Venues

Photodrop collects payments on behalf of Venues via Mollie. Monthly, Photodrop generates a statement per Venue and remits the net amount — gross receipts less Mollie's transaction fees and any applicable Photodrop platform commission — to the IBAN registered by the Venue. Venues are solely responsible for their own tax and VAT compliance on amounts received.

6.5 Refund Policy — Guests

Payments are non-refundable once a photo has been displayed on the Venue's TV, on the basis that the digital service has been fully delivered at that point and the Guest has expressly waived the right of withdrawal (see Section 7).

Exceptionally, a full refund less non-recoverable Mollie fees will be processed within 14 days via the original payment method if: (a) payment was confirmed but the photo could not be displayed due to a verified system error; or (b) the photo was rejected in moderation. Refund requests must be submitted to billing@photodrop.nl within 14 calendar days of the transaction, quoting the transaction reference number. Photodrop's refund decisions are final.

6.6 Chargebacks

If a Guest initiates a chargeback with their payment provider in bad faith (i.e., the Service was correctly delivered), Photodrop and the relevant Venue reserve all rights to dispute the chargeback and to recover associated fees and costs from the Guest.

6.7 Late Payout

Photodrop's liability to a Venue for late or incorrect payout is limited solely to the correction of the underpayment plus statutory interest (wettelijke handelsrente) at the rate set by Article 6:119a BW, calculated from the date payment was due. No other Losses arising from a late payout are recoverable.

7.1 Exclusion

The Service constitutes the supply of digital content not delivered on a physical carrier within the meaning of Article 6:230o of the Dutch Civil Code and Article 16(m) of the Consumer Rights Directive (2011/83/EU). The standard 14-day right of withdrawal does not apply once performance has begun.

7.2 Informed Waiver

Before completing payment, each Guest is expressly informed that: (a) the Service — display of the photo on the Venue's TV — begins immediately upon payment confirmation; and (b) by proceeding with payment, the Guest expressly requests immediate performance and thereby loses the right of withdrawal. The fact and timestamp of this acknowledgement are recorded at the time of the transaction.

7.3 Mandatory Consumer Rights

Nothing in this Section 7 excludes rights that cannot lawfully be excluded under mandatory Dutch consumer law or EU law, including the right to a remedy where the digital service is not in conformity with the contract (Directive (EU) 2019/770).

8.1 Prohibited Content

Users must not submit Content that:

• is pornographic, sexually explicit, or depicts nudity without documented consent from all persons depicted;
• depicts any person under 18 in a sexualised manner, or depicts any minor without documented parental/guardian consent;
• is hateful, threatening, harassing, defamatory, discriminatory, or incites violence against any person or group;
• depicts or promotes illegal activity, including illegal weapons, controlled substances, fraud, or human trafficking;
• infringes any third party's Intellectual Property Rights, privacy rights, personality rights, or any other rights;
• is deceptive, misleading, or designed to impersonate another person or organisation;
• contains malware, viruses, or other malicious or harmful code;
• is otherwise unlawful under Dutch law, EU law, or any other applicable law.

8.2 No Pre-Screening; No Retention Obligation

Photodrop has no obligation to pre-screen, monitor, or review Content before it enters the moderation queue. Photodrop has no obligation to retain Content for any minimum period and may delete any Content at any time in its sole discretion, without notice, and without liability.

8.3 Removal Rights

Photodrop and the relevant Venue each reserve the right to remove, block, or disable access to any Content, at any time, for any reason or no reason, without notice and without refund (except as expressly provided in Section 6.5). Exercise of this right does not make Photodrop liable as a publisher or editor of any Content that was displayed prior to removal.

8.4 User Responsibility

Each user who submits Content remains solely responsible for its legality, accuracy, and compliance with these Terms. Photodrop is not the publisher of user Content and does not endorse it. Photodrop's status as a hosting provider is maintained in accordance with the EU Digital Services Act (Regulation (EU) 2022/2065).

9.1 Automated Screening

Every uploaded photo is automatically scanned by the Sightengine NSFW classifier before display. Photos exceeding configurable thresholds for nudity, offensive content, or gore are held in a manual review queue and not displayed pending review.

9.2 Manual Review — No Guarantee

Venue staff with admin access may approve or reject queued photos. Photodrop does not guarantee that any manual review will be performed within a specific timeframe, by a specific person, or at all. Photodrop may fulfil its moderation obligations entirely through automated tools. No Claim shall lie against Photodrop on account of moderation delay or failure to detect prohibited Content.

9.3 Platform Override

The Platform Operator may override any moderation decision of a Venue at any time, including by approving, rejecting, removing, or permanently deleting any Content, with or without notice to the Venue.

9.4 No Warranty of Effectiveness

Photodrop does not warrant that automated or manual moderation will detect or prevent all prohibited Content. Photodrop excludes all liability for Content that passes moderation and is subsequently found to be unlawful or in breach of these Terms.

10.1 Photodrop Platform

All Intellectual Property Rights in the Photodrop platform — including its software, source code, algorithms, branding, trade marks, domain names, designs, databases, documentation, and all updates and derivative works thereof — are and remain the exclusive property of Photodrop (or its licensors). No title or ownership in the platform passes to any user under these Terms. Any rights not expressly granted are reserved.

10.2 Licence to Venues and Guests

Subject to compliance with these Terms, Photodrop grants each Venue and Guest a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for its intended purpose during the period these Terms are in force. This licence confers no Intellectual Property Rights and does not permit any modification, copying, distribution, or commercial exploitation of the Service or any part of it.

10.3 No Implied Licence

Nothing in these Terms or on the Service constitutes or should be construed as granting, by implication, estoppel, or otherwise, any right or licence to use any Intellectual Property Rights other than as expressly set out in these Terms. In particular, no user acquires any right to use the Photodrop name, logo, trade mark, or domain name without prior written consent.

10.4 Guest Content

Guests retain full ownership and copyright in their uploaded photos. By uploading a photo each Guest grants Photodrop and the relevant Venue a non-exclusive, royalty-free, worldwide, irrevocable licence to: (a) display the photo on the Venue's TV for the duration of the relevant event; and (b) store the photo for the retention periods specified in Section 11.4. No other use is licensed. All rights not expressly licensed are reserved.

10.5 Venue Branding

Venues retain ownership of their name, logo, and branding. By providing branding to Photodrop, the Venue grants Photodrop a limited, royalty-free licence to reproduce and display it solely on pages associated with that Venue's gallery on the Service.

10.6 Aggregated Data

Photodrop may collect, process, and use aggregated, anonymised, non-personally-identifying data derived from use of the Service (such as upload volumes, moderation rates, and performance metrics) for the purposes of improving the Service, producing statistical reports, and business development. No such use will identify any individual user or expose any personal data or proprietary information.

10.7 Feedback

If a user provides any suggestion, feedback, or idea regarding the Service, Photodrop may use that input freely, including incorporating it into the Service, without any obligation of compensation, acknowledgement, or confidentiality to the provider of the feedback.

11.1 Privacy Notice

Full details of how Photodrop processes Personal Data, including the categories of data, purposes, legal bases, retention periods, and data subject rights, are set out in the Photodrop Privacy Notice at https://photodrop.nl/privacy. The Privacy Notice forms part of these Terms.

11.2 Data Processed

Personal Data processed in connection with the Service includes: photos uploaded by Guests (which may identify individuals); email addresses and hashed passwords for Venue admin accounts; payment metadata from Mollie (transaction ID, status, amount — never card numbers); and server logs (IP address, user agent, timestamps) for security and fraud prevention.

11.3 Legal Bases (GDPR Article 6)

• Contract (Art. 6(1)(b)): collection and display of a Guest's uploaded photo, being the core service the Guest has paid for.
• Legitimate interests (Art. 6(1)(f)): server logging, content moderation, and platform security.
• Legal obligation (Art. 6(1)(c)): retention of payment records under Dutch fiscal legislation.

11.4 Retention Periods

• Guest photos: for the duration of the event; deleted on request at any time.
• Rejected photos: image deleted immediately; database audit record retained 30 days.
• Payment records: 7 years (Dutch tax law).
• Venue admin accounts: for as long as the Venue is active; deleted within 30 days of a verified deletion request.
• Server logs: 30 days.

11.5 Data Location

All Personal Data is stored within the EEA. No data is transferred outside the EEA. Compute is hosted on Vercel (EU region) and data on Supabase (Frankfurt or Ireland).

11.6 Data Subject Rights

Data subjects may exercise rights of access, rectification, erasure, restriction, portability, and objection by emailing privacy@photodrop.nl. Photodrop will respond within 30 calendar days. Where Photodrop acts as processor on behalf of a Venue, requests will be forwarded to the Venue as data controller. Data subjects also have the right to lodge a complaint with the Dutch Data Protection Authority (Autoriteit Persoonsgegevens, www.autoriteitpersoonsgegevens.nl).

12.1 Controller / Processor Roles

With respect to photos uploaded by Guests at a Venue's gallery, the Venue is the data controller and Photodrop is the data processor under the GDPR. Photodrop processes such photos solely on the Venue's instructions and for the purposes in these Terms and the DPA.

12.2 Data Processing Agreement

The DPA, which sets out all mandatory GDPR Article 28 particulars, forms an integral part of the agreement between Photodrop and each Venue. By registering a Venue account, the Venue accepts the DPA. A copy is available on request from privacy@photodrop.nl.

12.3 Venue Controller Obligations and Indemnity

As data controller for Guest photos, the Venue is solely responsible for: (a) establishing and maintaining a valid legal basis under GDPR Art. 6 for the collection and display of identifiable photos; (b) providing legally adequate privacy information to its patrons; (c) honouring data subject requests relating to photos at its gallery; and (d) ensuring any instructions it gives to Photodrop under the DPA comply with applicable law. The Venue will indemnify, defend, and hold harmless Photodrop against all Claims and Losses arising from the Venue's failure to comply with its obligations as data controller, or from any instruction given by the Venue to Photodrop that causes Photodrop to infringe applicable data protection law.

Photodrop engages the following subprocessors, each subject to a GDPR-compliant DPA:

• Supabase Inc. — database, object storage, authentication (EU-hosted).
• Mollie B.V. — payment processing (Dutch-licensed PSP).
• Sightengine SAS — NSFW content moderation (image URLs only; no image retention).
• Resend Inc. — transactional email (Venue admin email addresses).
• Vercel Inc. — serverless hosting and CDN (EU region).
• GoDaddy Inc. — domain registrar (DNS only; no data processing).

Photodrop will notify active Venue administrators of any material changes to its subprocessor list at least 14 days in advance. If a Venue objects to a new subprocessor, it may terminate its account in accordance with Section 18.1.

14.1 No Liability for Third-Party Services

The Service depends on Third-Party Services beyond Photodrop's control. Photodrop gives no warranty as to the availability, accuracy, security, or performance of any Third-Party Service. Photodrop is not liable for any Losses — including failed or delayed payments, failed photo delivery, or data loss — caused by the failure, interruption, or error of any Third-Party Service, including but not limited to Mollie payment outages, Sightengine classification errors, Supabase storage incidents, Vercel infrastructure failures, or Resend email delivery failures.

14.2 Third-Party Terms

Use of the Service may require users to accept the terms and conditions of Third-Party Services (e.g. Mollie's terms for payment processing). Photodrop is not responsible for and does not control those third-party terms. Users are responsible for reviewing and complying with the terms of any Third-Party Service they use in connection with the Service.

14.3 External Links

The Service may contain links to third-party websites or resources. Photodrop does not endorse and is not responsible for the content, products, or services of any linked third-party website. Accessing third-party sites is at the user's own risk.

15.1 Strictly Necessary Cookies Only

Photodrop uses only strictly necessary cookies to maintain authenticated sessions for Venue administrators. No analytics, advertising, tracking, or preference cookies are used, and no third-party tracking scripts or pixels are embedded in the Service.

15.2 Legal Basis

Strictly necessary cookies do not require consent under the EU ePrivacy Directive (2002/58/EC) as implemented in the Netherlands, because they are essential for the operation of the Service. By using the Service, Venue administrators acknowledge the use of these essential cookies.

16.1 Indemnification by Venues

Each Venue agrees to indemnify, defend, and hold harmless Photodrop and its officers, directors, employees, agents, successors, and assigns (each an "Photodrop Party") from and against all Claims and Losses arising out of or in connection with:

• any Content uploaded by Guests at the Venue's gallery, including any Claim that such Content infringes a third party's Intellectual Property Rights, privacy rights, personality rights, or any other right;
• the Venue's breach of any representation, warranty, or obligation under these Terms;
• the Venue's violation of any applicable law or regulation;
• any dispute between the Venue and its patrons, staff, or any third party;
• the Venue's failure to comply with its obligations as data controller under Section 12;
• any claim that the Venue's branding or configuration of the Service infringes any third-party right.

This indemnification obligation survives termination of these Terms.

16.2 Indemnification by Guests

Each Guest agrees to indemnify, defend, and hold harmless each Photodrop Party from and against all Claims and Losses arising out of or in connection with: (a) the Content of the photo uploaded by the Guest, including any Claim that it infringes a third-party right or violates applicable law; and (b) the Guest's breach of any representation, warranty, or obligation under these Terms.

16.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of any Claim; (b) grant the indemnifying party sole control of the defence and settlement of the Claim, provided that the indemnifying party may not settle any Claim in a manner that imposes any obligation, restriction, or liability on a Photodrop Party without Photodrop's prior written consent; and (c) provide reasonable cooperation and assistance at the indemnifying party's cost.

17.1 "As Is" Provision

The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory, or otherwise, to the fullest extent permitted by Dutch law. Photodrop expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

17.2 Uptime Target

Photodrop targets 99% monthly uptime for core guest-upload and TV-display flows. This target is aspirational and does not constitute a contractual commitment. No service level agreement is implied by this target unless set out in a separate written SLA signed by both parties.

17.3 Exclusion of Consequential Loss

To the fullest extent permitted by law, Photodrop and each Photodrop Party exclude all liability — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — for any:

• loss of profits, revenue, or anticipated savings;
• loss of business, contracts, or business opportunity;
• loss of or damage to goodwill or reputation;
• loss of or corruption of data or software;
• indirect, special, incidental, exemplary, punitive, or consequential loss or damage of any kind;

whether or not Photodrop was advised of, or could have reasonably foreseen, the possibility of such losses.

17.4 Specific Exclusions

Without limiting Section 17.3, Photodrop accepts no liability whatsoever for:

• events at, or the business operations of, any Venue (Photodrop is not a venue operator and has no control over physical premises);
• any dispute between a Guest and a Venue;
• Content uploaded by any user;
• the performance, availability, or accuracy of any Third-Party Service, including Mollie payment processing;
• any loss arising from interruption, downtime, errors, or bugs, except where caused by Photodrop's gross negligence or wilful misconduct;
• unauthorised access to, or alteration of, user data or Content, except where directly caused by Photodrop's failure to maintain reasonable security measures;
• any damage to a user's device, software, or data caused by accessing the Service.

17.5 Aggregate Liability Cap

Subject to Section 17.6, Photodrop's total aggregate liability to a Venue or Guest for all Claims arising under or in connection with these Terms and the Service during any 12-month period (whether in contract, tort, statute, or otherwise) is limited to the greater of: (a) the total net fees actually received by Photodrop from the relevant party in the 12 months immediately preceding the event giving rise to the first Claim; and (b) €100.

17.6 Mandatory Exceptions

Nothing in these Terms excludes or limits liability: (a) for death or personal injury caused by Photodrop's negligence; (b) for fraud or fraudulent misrepresentation; (c) for any other liability that cannot be excluded or limited under mandatory Dutch or EU law, including mandatory consumer law protections under Boek 6 BW and Directive (EU) 2019/770.

17.7 Allocation of Risk

The parties acknowledge that the limitations in this Section 17 reflect a reasonable allocation of risk between commercial parties and that Photodrop would not provide the Service on these terms without these protections.

18.1 Termination by Venue

A Venue may terminate at any time by written notice to billing@photodrop.nl. All photos and Venue-specific data will be deleted within 30 days of termination, except payment records retained per Dutch tax law (see Section 11.4). Termination does not release the Venue from obligations accrued before the effective date, including any outstanding payment obligations.

18.2 Termination or Suspension by Photodrop

Photodrop may immediately suspend or permanently terminate a Venue's access to the Service, at its sole discretion and without prior notice, in the event of:

• non-payment of any amount owed to Photodrop;
• a material or persistent breach of these Terms;
• repeated content moderation failures or failure to remove prohibited Content after notice;
• suspected or actual fraud, money laundering, or other criminal activity;
• conduct that in Photodrop's reasonable opinion poses a material risk of harm to other users, third parties, the platform, or Photodrop's reputation or business.

18.3 Consequences of Termination

On termination: (a) all licences granted under these Terms end immediately; (b) the Venue must immediately cease all use of the Service; (c) Photodrop may retain any data required by law and delete all other Venue and Guest data within 30 days. Termination does not affect any accrued rights, liabilities, or obligations of either party.

18.4 Survival

The following Sections survive termination of these Terms for any reason and remain in full force and effect: 1 (Definitions), 8 (Content Rules), 10 (Intellectual Property), 11 (Privacy), 12.3 (Venue Indemnity for Data), 14 (Third-Party Services), 16 (Indemnification), 17 (Limitation of Liability), 18.4 (Survival), 19 (Governing Law), and 20 (Miscellaneous).

18.5 Guests

Guests have no ongoing relationship with Photodrop after their single transaction is completed. Termination provisions do not apply to Guests except insofar as their warranties, representations, and indemnification obligations under these Terms survive the completion of the transaction.

19.1 Governing Law

These Terms and any non-contractual obligations arising from them are governed exclusively by the laws of the Netherlands, without regard to any conflict-of-law provisions.

19.2 Exclusive Jurisdiction

Any dispute that cannot be resolved amicably (see Section 19.4) shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands, except as provided in Sections 19.3 and 19.4.

19.3 Consumer Forum

Where a Guest qualifies as a consumer under Dutch law, nothing in Section 19.2 prevents the Guest from bringing proceedings in the courts of their place of domicile or habitual residence. Guests resident in the EU may also use the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

19.4 Dispute Escalation

Before initiating formal legal proceedings, both parties must attempt to resolve the dispute through good-faith negotiation for a period of at least 30 days from the date on which one party notifies the other in writing of the dispute. If the dispute is not resolved within 30 days, either party may pursue its rights as set out in this Section 19.

19.5 Equitable Relief

Nothing in these Terms prevents Photodrop from seeking injunctive relief, specific performance, or other equitable relief from any competent court without prior notice and without the requirement to post a bond or other security, where Photodrop reasonably considers that a breach or threatened breach of these Terms (in particular Sections 8, 10, or 16) would cause irreparable harm not adequately compensable in damages.

20.1 Entire Agreement

These Terms, together with the Privacy Notice and DPA (and any applicable order form), constitute the entire agreement between the parties relating to the Service and supersede all prior communications, representations, negotiations, and agreements on the same subject matter.

20.2 Severability

If any provision of these Terms is found invalid, illegal, or unenforceable by a court of competent jurisdiction, it shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed, and the remaining provisions continue in full force and effect.

20.3 No Waiver

Failure or delay by Photodrop to enforce any right or remedy under these Terms does not constitute a waiver of that or any other right or remedy and does not prevent Photodrop from enforcing that right or remedy subsequently.

20.4 Assignment

Users may not assign, transfer, novate, or deal in any other manner with any of their rights or obligations under these Terms without Photodrop's prior written consent. Photodrop may assign any or all of its rights and obligations under these Terms to any affiliate or to any successor entity in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, on not less than 30 days' written notice to active Venues.

20.5 Force Majeure

Photodrop is not liable for any failure or delay in performance of its obligations under these Terms that is caused by a Force Majeure Event, provided that Photodrop: (a) notifies affected parties as soon as reasonably practicable; (b) uses commercially reasonable efforts to mitigate the impact; and (c) resumes performance as soon as the Force Majeure Event ceases. If a Force Majeure Event prevents Photodrop from performing for more than 60 consecutive days, either party may terminate the affected service by written notice without liability.

20.6 Notices

All notices required or permitted under these Terms must be in writing. Notices to Photodrop must be sent by email to billing@photodrop.nl (for commercial matters) or privacy@photodrop.nl (for data protection matters) and are effective when acknowledged by return email. Notices to a Venue are effective when sent to the email address registered in the Venue's account. Notices to a Guest are not required given the single-transaction nature of their use of the Service.

20.7 No Third-Party Rights

These Terms do not create, and are not intended to create, any rights enforceable by any third party under the Contracts (Rights of Third Parties) Act or any analogous provision of Dutch law. No third party may enforce any term of these Terms.

20.8 Amendments

Photodrop may update these Terms by posting a revised version at https://photodrop.nl/terms with a new effective date. For material changes, Photodrop will notify active Venue administrators by email at least 14 days before the changes take effect. Continued use of the Service after the effective date of any amendment constitutes acceptance of the revised Terms. Venues that do not accept revised Terms must terminate in accordance with Section 18.1 before the effective date.

20.9 Language

These Terms are drawn up in English. In the event of any conflict between an English version and any translation, the English version prevails.

20.10 Electronic Execution

Acceptance of these Terms by electronic means (including clicking "I agree", completing registration, or using the Service) constitutes a valid, legally binding agreement equivalent to a written signature under Dutch law.