This agreement for the provision of Ticketing Services ("Agreement") is between Fringe Innovations Pty Ltd ACN 123 499 865 trading as iwannaticket ("Company," "IWT," "we," "us," or "our" ), which is in the business of providing event listings, registration, ticketing and related software and services that allow You, the event organizer, promoter, producer, presenter, manager, band or venue (collectively "Promoter" or "you") who is promoting or otherwise providing access to, or participation in, events, venues and other activities (collectively, "Event") to a person, organization, or other entity who wishes to attend, access, or participate in the Event ("Customer"). The parties agree as follows:
1. Promoter Activities. We agree to grant you a licence pursuant to clause 2 solely to enable you to, in relation to an Event, list event details, set ticket inventory, sell tickets to Customers, take registrations, and manage other event functions using the IWT platform ("Promoter Activities").
2. Licence. We hereby grant you a free, non-exclusive, and revocable licence to access and use the Website and associated software to carry out the Promoter Activities on the terms and conditions set out in this Agreement. There is no fee paid by you for this licence, although we charge Customer's for our ticketing services that we provide pursuant to our agreements with them.
3. Our Services. IWT may (but is not obliged to) provide any of the following services under this Agreement: (a) display and list Events as submitted by you; (b) accept and process a Customer's on-line orders for tickets to the Event that they wish to attend, including remitting the purchase price paid by them for your ticket to you; (c) provide the Customer with a confirmation number for your transaction; (d) provide ticketing fulfilment services at the Event; (e) provide you with access to Customer and sales data and associated reports in relation to your Event that has been compiled from information received on Our site (f) provide assistance to integrate the ticket buying process into your website on the proviso that you will use our services for a period of two years from the date of integration unless otherwise agreed. (g) provide you with access to and use of our marketing services at additional cost unless otherwise agreed.
4.Event details. All details of Events, including but not limited to factors such as ticket pricing, availability, and seating locations, are determined and set by you and are your sole responsibility. Once you have listed an Event on the Website you are taken to have authorised IWT to accept and process orders in respect of that Event, until such time as you may expressly revoke that authorisation.
5. Payment. Once your Event has been held, IWT will transfer the ticket sales proceeds collected on your behalf into your nominated bank account the following Tuesday after your Event. IWT may retain 5% of the ticket sales proceeds until 10 business days after your Event in order to settle any Customer disputes. If a Customer raises a dispute with their bank which results in their ticket purchase being deducted from our merchant account (known as a 'chargeback'), IWT reserves the right to deduct the chargeback amount (and any associated fees) from the ticket sales proceeds to be transferred into your nominated account or if we have already transferred those funds, to invoice you for the chargeback amount, which must be paid with 10 days of receipt of the invoice. IWT may charge a $5.00 administration fee for transferring your funds if you sell less than 50 tickets to your event.
6. Booking Fees. Any tickets purchased by a Customer on the Website are subject to a non-refundable booking fee which is charged to the Customer. Depending on the delivery option chosen by the Customer, a non-refundable ticket delivery charge may also be charged. Any fees charged to you or the Customer by IWT, will be disclosed to you prior to an Event being listed by you on the Website.
7. Ticket Limit. We have limited the number of tickets for each Event that a Customer can purchase to 12. This policy is intended to discourage people from engaging in unfair trade practices.
8. Ticket Delivery. When you create an Event, you will be given the option to offer one or more of the following delivery options to Customers.
By "email / e-ticket" option: The IWT Website provides a service whereby the Customer is delivered an e-ticket via email. This option does not incur a delivery charge.
By "at the door" option: This option is primarily for small events. Customers must show their credit card or driver's licence at the entrance to the event and are marked against a guest list provided to you. This option does not incur a delivery charge.
By "Post" option: While we offer hard tickets, handling and delivery of the tickets are your responsibility, unless we have agreed with you to provide this service. If we provide this service, we charge a fee to print the tickets which is paid by you. We also charge a delivery fee, which is paid by the Customer.
9. Fulfilment Services. We may provide fulfilment services on your behalf, which may incur a fee. Alternatively we may provide you with equipment (iPhone Touches, PDA Scanners and/or laptops) so that you can carry out fulfilment services yourself, in which case, we bear no responsibility for the acts or omissions of your agents and employees in carrying out those fulfilment services. If we provide you with equipment, you may have to pay a rental fee. While the equipment is in your care, you are liable for any damage or loss to the equipment that may occur. You hereby irrevocably authorise IWT to deduct the replacement cost or repair costs from ticket revenue that we collect on your behalf.
10. Event Restrictions. You must specify in the Event listing if you will only admit Customers over eighteen (18) years of age. IWT is not responsible for enforcing Event restrictions or ensuring that Customers meet Event restrictions.
11. Lost or Stolen Tickets. For lost, stolen, damaged or destroyed tickets we can normally cancel the Customer's original ticket and provide a replacement if they have opted for Mobile Ticketing or Email Ticketing. We do not offer a replacement if the Customer opted for a paper ticket. An additional 3% administration fee plus applicable delivery charges will be payable for replacement tickets and is charged to the Customer.
12.Refunds or Exchanges. You must provide us with any specific terms that govern refund or exchanges of ticket purchases by Customers. If you do not provide us with any specific terms governing refunds and exchanges the conditions in the Purchasing Policy will dictate the issuing of exchanges or refunds after a ticket has been purchased by a Customer.
13. Cancelled Events. If you cancel an Event, you must provide a refund to every Customer that purchased a ticket to the Event on our Website. If we have remitted the purchase price of the ticket paid by the Customers to you, you must transfer the funds equal to the total purchase price of the tickets paid by Customers entitled to a refund, into our nominated account within 7 days of written request from us to do so that we can refund the Customer. Once we have received the funds from you, we will commence the refund process in accordance with the terms of our Purchasing Policy.
14. Access to Customer and Sales Data and associated Reports. IWT hereby grants you a free, exclusive, revocable licence to use and access Customer and sales data and associated reports in relation to your Event that has been compiled from information received on the Website for the purpose of carrying out the Promoter Activities.
15. Marketing Services. IWT will provide you with access to our integration with MailChimp so that you can send emails to people that have attended your events.
16. Termination of your Account. IWT reserves the right to terminate your account at anytime. Your IWT account will remain active for 6 months from the date of your last Event sold through the Website. After 6 months of inactivity your account will be archived and the licences granted to you pursuant to clauses 2 and 14 of this Agreement will automatically terminate.
18. IWT does not give Warranties. To the extent permitted by law, the Website and related services are provided "as is" without warranties of any kind, express or implied. No advice or information obtained by you from us, whether express or implied or in oral, written, or electronic form, relating to your use of this Website shall create any warranty not expressly stated in this agreement. Whilst IWT will use reasonable endeavours to ensure that the customer and sales data and associated reports provided to you and our marketing services are complete and accurate in all material respects, IWT does not warrant the truth or accuracy of the data. IWT merely collates information received onto its Website and does not interpret that information nor check its accuracy. You agree to fully release IWT from any claim, loss, damage or the like suffered by you or your related parties in reliance of the data provided by IWT.
19. Disputes. You acknowledge that once IWT has remitted the purchase price paid by the Customer to You, IWT has fulfilled its obligations to process the Customer's ticket and our only continuing obligations to you, relates to ticketing fulfillment prior to or at the Event and the provision of the reporting and marketing services as set out in clause 14 and 15. Any disputes regarding refunds, the products, services, content, actions or failure to act of any venue, performer, promoter or other third party in connection with or referenced on the IWT platform, other than as a result of a breach of the Promoter Terms & Conditions by IWT, are between you and the Customer.
20. Limitation of Liability. Our liability in respect of any matter arising from or relating to the Promoter Terms & Conditions, the Website or service, or the internet generally is excluded to the maximum extent permitted by law, including, but not limited to: (a) your use or inability to use the Website; (b) any changes to or inaccessibility of the Website; (c) any delay, failure, unauthorized access to, or alteration of, any transmission or data; (d) any material or data transmitted or received or not transmitted or received; (e) any data or material from a third person accessed on or through the Website; and (f) any problems or difficulties that arise pertaining to the issuance, processing or fulfilment of tickets or with the Event itself, whether such liability is asserted on the basis of contract, tort or otherwise. (g) the products, services, content, actions or failure to act by you or of any venue, performer, third party promoter or any other third party in connection with an Event listed on the Website.
21. Indemnification. You agree to continually indemnify, hold harmless, and defend us, our directors, employees, and agents from and against any action, cause, claim, damage, debt, demand or liability, including all costs and advisor's fees (on a full indemnity basis), asserted by any person, arising out of or relating to: (a) any breach of the Promoter Terms & Conditions including any representations and warranties made by you; (b) Your use of the Website, including any data, content, or work transmitted or received by you; (c) any unacceptable or objectionable use of the Website, as we determine in our sole discretion; (d) any negligent, fraudulent or willful misconduct by you (e) the products, services, content, actions or failure to act by you or of any venue, performer, third party promoter or any other third party in connection with an Event listed on the Website; (f) Your failure to hold the Event for any reason; (g) Your failure to remit the purchase price to an Event back to us in the event that we are required to provide a Customer a refund.
22. Integration and Conflicting Terms. The Promoter Terns & Conditions constitute the complete agreement between IWT and you. To the extent of any inconsistency between the other documents comprising the Promoter Terms & Conditions and this Agreement, then this Agreement shall prevail, unless you have entered into a separate Ticketing Services Agreement and in which case the Ticketing Services Agreement prevails.
23. Assignment or Delegation. No rights, obligations, or duties of the Promoter Terms & Conditions may be assigned or delegated by you. We may assign our rights, obligations, or duties under the Promoter Terms & Conditions without your consent.
24. Waiver. No waiver of any term, provision or condition of the Promoter Terms & Conditions, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
25. Modification and Amendment. We have the right, at any time and without notice, to add to or modify the terms of the Promoter Terms & Conditions, by posting such amended terms on our Website. No modification made by you shall be binding upon us unless it is made in writing and signed by us.
26. Severability. If a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from these terms, but the rest of the Promoter Terms & Conditions is not affected.
27. Force Majeure. If the performance of any part of the Promoter Terms & Conditions by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused to the extent that it is prevented, hindered, or delayed by such causes and if applicable the Promoter Terms & Conditions will be suspended until such time as that party is able to fulfill its obligations.
28. Governing Law and Forum. The Promoter Terms & Conditions are governed by and must be interpreted in accordance with the laws of New South Wales. The parties must unconditionally submit to the non exclusive jurisdiction of the courts of New South Wales.
29. Notice. Except as provided herein, all notices relating to the site, Your use thereof, and the Promoter Terms & Conditions, sent by either party shall deemed to be delivered when sent via e-mail to the other party's last known e-mail address, or in the case of IWT when posted for public view on the IWT Website.
30. Goods and Services Tax. A party must pay GST on a taxable supply made to it under this Agreement, in addition to any consideration (excluding GST) that is payable for that taxable supply. The party making the taxable supply must provide a valid tax invoice to the other party at the time that the other party is required to pay the GST. Terms used in this clause have the meaning given to them in the A New Tax System (Goods and Services Tax) Act 1999.