Terms and Conditions

Introduction

These Terms and Conditions constitute a legally binding agreement between Ticketnet and it’s Customer (this being the person(s) or business engaging with Ticketnet to use its products or/or services). Commencing use of Ticketnet signifies an understanding and acceptance of these Terms & Conditions.

1 Definitions

"Ticketnet" means the web-based operating system engaged to promote market and transact process between the buyer and seller; "Customer" means the individual or company engaging with Ticketnet under these terms & conditions; "Seller" means the ticket, product or service owner or distributor; "Buyer" means the consumer purchasing the ticket, product and/or service from the Seller;

1.1 If the Customer does not wish to be bound by these terms and conditions in full then they may not use Ticketnet.

1.2 These terms and conditions may be printed but not modified and are subject to copyright protection.

1.3 These terms and conditions take effect from the date of acceptance.

2 Nature of the Ticketnet System

2.1 Ticketnet is a web-based software as a service (SaaS) enabling:

1) A Buyer to procure and complete the purchasing processes of the products provided by the Seller.

2) An affiliated other Customer of Ticketnet to signpost their own clients to available stocks for a revenue reward.

3) A Box Office of Ticketnet to signpost their own clients to available stocks for revenue reward.

2.2 The features, benefits, facilities and services provided through the Ticketnet system include (but are not limited to):

• E-commerce "shopping cart" processes


• Pre and post-arrival selling abilities


• Online payment and monetary management


• Tools to facilitate online ans offline sales


• New channels to market via 3rd party affiliates and box offices


• Affiliation to other Ticketnet users for promotion, up and cross-selling


• New revenue stream opportunities


• Tickets and bookings validation processes and technologies


• E-mail and Sms marketing tools and services


• Reporting tools, audit and services


• User control interface and dashboard

2.3 Some tools and services may include third-party components that may require the Customer to agree with specific terms & conditions and/or additional license(s) and/or fees. The Customer agrees that they are wholly responsible for any such third party relationship(s).

3 Using the Ticketnet System

3.1 Ticketnet provides its system subject these terms and conditions.

3.2 The Customer agrees to pay applicable fees, as agreed and confirmed, to use the Ticketnet system.

3.3 Fees collected under this agreement are fully earned by Ticketnet when due and non-refundable when paid.

3.4 The Customer agrees to provide Ticketnet accurate contact details at all times.

3.5 The Customer may use Ticketnet only in accordance with this agreement, applicable Senegalese laws and applicable laws of any other jurisdiction.

3.6 The Customer must not use Ticketnet in any unacceptable manner such as, but not limited to:

• Engaging in illegal or tortuous activity.


• Violating copyright, patent, trademark, trade secret or other such intelectual property protection violation.


• Publishing or transacting in any manner content that is harassing, libelous, defamatory, abusive, threatening, harmful, and vulgar, of adult nature, obscene or otherwise objectionable.

3.7 It is acknowledged and agreed that Ticketnet does not guarantee, imply, forecast or predict any type of success or profit from, or through, the use of Ticketnet and will not be held accountable for such in any way.

3.8 The Customer must not attempt to interfere with the working of Ticketnet, its systems and its website and, in particular, must not attempt to circumvent security, tamper, hack, gain unauthorised entry or otherwise disrupt any computer system, server, website, router or any other applicable connected device.

4 Billing & Payment Policy

4.1 Fees become payable for using the Ticketnet system immediately transactions conclude.

4.2 Ticketnet will invoice the Customer the agreed fee that becomes payable immediately. Invoices for such payments may be accumulated or aggregated into a single multi-item invoice and payment cycle.

4.3 The fee, along with any applicable statutory taxes such as vat or other agreed payments, must be settled immediately.

4.4 Online financial transactions conducted through Ticketnet are bank-guided taking statutory security measures and are governed by third-party bank and credit card conditions, including transaction clearing times.

4.5 If financial transactions are conducted through the Ticketnet Payment Gateway every transaction category (event) will be subject to a financial risk assessment and underwriting process of due diligence. If granted it will result in one of the following payment cycles:

• Full Payment Weekly


• Partial Payment Weekly with full balance post event


• Full Payment Monthly


• Partial Payment Monthly with full balance post event


• Full balance post event

4.6 The amount of partial payment, if applicable, will be negotiated and documented in a separate covering document

4.7 Ticketnet reserves the right to refuse to transact tickets, bookings or products for whatever reason at any time and may "turn off" an individual or whole event, product or service at its discretion, without notice.

4.8 When the Ticketnet Gateway Payment is used Ticketnet will endeavor to transfer cleared funds on the next weekly payment cycle after all statutory legislation is complied with (for example, the Distant Selling Rules) directly into the customer’s account.

4.9 When the Sellers own financial clearing system is used Ticketnet has no influence or input into the transaction which will be cleared within the terms & conditions applicable between the Seller and their chosen payment provider.

4.10 For Vouchers and non-dated future purchases: Ticketnet will retain all purchase funds until the voucher or non-dated future purchase is validated against a specific dated event. Once this is done, when the Ticketnet IPG is used Ticketnet will endeavour to transfer funds on the next weekly payment cycle after all statutory legislation is complied with (for example, the Distant Selling Rules) directly into the customer’s account.

4.11 An unredeemed voucher or non-dated future purchase will be subject to a 15% handling charge on the balance of held funds. When the Ticketnet Payment Gateway is used Ticketnet will transfer the net remaining funds 180 days after the expiry of the unredeemed voucher on non-dated future purchase on the next weekly payment cycle after all statutory legislation is complied with (for example, the Distant Selling Rules) directly into the customer’s account.

4.12 When the Sellers own financial clearing system is used Ticketnet has no influence or input into the transaction which will be cleared within the terms & conditions applicable between the Seller and their chosen payment provider. In this case, the 15% handling charge will not be applicable.

4.13 When the Sellers own financial clearing system is used a mechanism for the payment of fees due must be in place in accordance with relevant terms, conditions and rules in force at the time. This is usually a Direct Debit.

4.14 When the Ticketnet Payment Gateway is used refunds, less any applicable third-party bank charges and fees can be made through the system in accordance with the relevant terms, conditions and rules in force at the time.

4.15 In the event of a refund, the fees paid to Ticketnet in relation to that transaction will be forfeited in administration costs and/or 3rd party fees but can, in exceptional or agreed circumstances, be negotiated.

4.16 Additional fees may be due and will be invoiced in the usual way. Failure to pay due and legitimate fees may result in the suspension of service until such fees are paid.

4.17 You are responsible for all Reversals, Chargebacks, fees, fines, penalties and other liability incurred by Ticketnet, a Ticketnet User, or a third party caused by your use of the Services and/or arising from your breach of this Agreement. You agree to reimburse Ticketnet, a User, or a third party for any and all such liability.

4.18 Notwithstanding any other section of these terms, if Ticketnet makes a final decision that you lose a Claim filed directly with Ticketnet, you will be required to reimburse Ticketnet for your liability. Your liability will include the full amount including any Ticketnet administration charges.

4.19 In the event you are liable for any amounts owed to Ticketnet, Ticketnet may immediately remove such amounts from your Balance (if available). If there are insufficient funds in your Balance to cover your liability, Ticketnet reserves the right to collect your debt by using any payments received in your Account and you also agree to reimburse through other means. Ticketnet may also recover amounts you owe through legal means, including, without limitation, through the use of a debt collection agency.

4.20 If a buyer files a Claim, Chargeback or Reversal on a payment you received, Ticketnet will place a temporary hold on sufficient funds in your Account to cover the full amount of the Claim, Chargeback or Reversal. A hold placed under this provision will not restrict your use of the Account with regard to funds other than the amount disputed or at risk under the Claim, Chargeback or Reversal, unless we have another reason for doing so. If you win the dispute we will release the hold and restore your access to the applicable funds. If you lose the dispute, Ticketnet will remove the funds from your Account.

4.21 The receipt of a payment does not equate to the receipt of cleared funds. You acknowledge and agree that a payment received by you can still become subject to a Reversal, Chargeback, Claim, Reserve or hold. When you receive a payment, you are liable to Ticketnet for the full amount of the payment plus any Fees if the payment is later invalidated for any reason. In addition to any other liability, if there is a Reversal, or if you lose a Chargeback or Claim you will owe Ticketnet an amount equal to the Reversal, Chargeback or Claim and any Fees and Ticketnet will debit your Balance to recover such an amount.

5 Affiliate & Box Office Sales

5.1 To encourage affiliate and box office sales, an additional commission of, normally, 10% will be agreed. Such commission and payment will be brokered at source and will be paid over on a weekly payment cycle directly into the allocated bank account.

5.2 Full tracking, reporting and audit trail of affiliate and box office sales along with payments due and made, is available through the Ticketnet customer control panel.

6 Engagement between Buyers and Sellers

6.1 It shall be the sole responsibility and decision of the Seller to enter into any legal agreement(s) relating to the transaction of goods and services between themselves and their Buyers.

6.2 The Seller agrees to transact their business in a legal way adhering to applicable laws and consumer rights.

6.3 Ticketnet will have no direct correspondence with the Buyer regarding specific transactions and should they be contacted in such regard the Seller gives permission herewith for Ticketnet to provide the Buyer with the registered contact details.

6.4 All transactions concluded using the Ticketnet system will be legally binding contractual transactions exclusively between the Seller and the Buyer with Ticketnet released from any liability with regard to that contract.

7 Engagement between Buyers and Sellers through an Affiliate or Box Office

7.1 An affiliate or box office does not transact directly between a Buyer and a Seller. They merely bring the Buyer and Seller together in a targeted and structured manner using a signpost system within Ticketnet.

7.2 All terms under the Engagement between Buyers and Sellers (above) apply once an affiliate or box office diverts (signposts) a Seller to the Buyers Ticketnet operating system.

8 Information and data collected by Ticketnet

8.1 By virtue of its nature, Ticketnet collects information from users of the system in order to facilitate transactions. This information is acknowledged as belonging to the Seller who is responsible for any associated legal requirement such as data protection, disclaimers, privacy policy etc.

8.2 The Customer acknowledges and accepts that a buyer concluding a purchase that originated through an affiliate or box office requires that the relevant data in that transaction be shared with the point of entry owner responsible for the transaction.

8.3 The Customer authorises Ticketnet to unconditionally use, store or otherwise process any information which relates to, and identifies, the Customer, in accordance with the Ticketnet data privacy policy, to the extent reasonably necessary to administer and manage the Ticketnet system.

8.4 The Customer authorises Ticketnet to unconditionally use, store or otherwise process any information which relates to both individual and aggregate transactions in accordance with Ticketnet data privacy policy, to the extent reasonably necessary for statistical, trend and marketing purposes of Ticketnet and Partner Companies.

5.2 Full tracking, reporting and audit trail of affiliate and box office sales along with payments due and made, is available through the Ticketnet customer control panel.

9 Applicability of online materials

9.1 The Ticketnet system is controlled and operates from various offices, with the principal point of contact being Ticketnet, Ouest Foire VDN Y599, Yoff, Dakar Sénégal.

9.2 Where content and/or information are supplied by third parties, the Customer understands and accepts that Ticketnet does not control or endorse such content in any way. Any content offered by third parties is processed in good faith but Ticketnet does not (to the extent permitted by applicable law) accept responsibility for the accuracy or otherwise of such content (whether published on stored) and the use of such content. The Customer assumes total responsibility and risk for using their Ticketnet system and all of information compiled and contained within it.

9.3 Ticketnet has used its best endeavors to ensure that it complies with Senegal laws. However, Ticketnet makes no representations that the functionality, materials, code or processes are appropriate or available for use in locations outside Senegal. Those who use Ticketnet from other locations do so at their own initiative and are responsible for compliance with all applicable laws. If use of Ticketnet and/or viewing of it, or use of any material or content or services, or products offered through it are contrary to, or infringe, any applicable law in the Customer’s jurisdiction(s), then the Customer is not authorised to view or use Ticketnet.

10 Copyright and Monitoring

10.1 The infrastructure, source code, IPR, contents, etc. of Ticketnet, including all rights vested in it, are protected by international copyright laws and other intellectual property rights to whom the owner retains all rights.

10.2 All products and logos mentioned or referred to throughout Ticketnet are the trademarks, service marks or trading names of their respective owners, including, but not limited to, Ticketnet itself. The Customer may not modify, copy, reproduce, republish, upload, post, transmit or distribute, by any means or in any manner, any material or information on, collected or downloaded, including, but not limited to text, graphics, video, messages, code and/or software without the identified owners prior written consent, except where expressly invited or authorised to do so.

10.2 Full tracking, reporting and audit trail of affiliate and box office sales along with payments due and made, is available through the Ticketnet customer control panel.

11 Linked sites

Ticketnet makes no representations whatsoever about any other websites which the Customer may access through it or which may link to it. When transferring away from Ticketnet the Customer understands that Ticketnet has no control over the content or availability of that other website or location. In addition, a link to any other website does not mean that Ticketnet endorses or accepts any responsibility for the content, terms and conditions of use, the general use of, such a website and Ticketnet shall not be liable for any loss or damage caused, or alleged to be caused, by, or in connection with, the use of, or reliance on, any content, goods or services available on, or through, any other website or resource.

12 Liability

12.1 Ticketnet excludes all other express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to Ticketnet, its functionality, website or any other associated information or service.

12.2 The Customer agrees that Ticketnet is released from any association, liability, warranty, refund or otherwise with regard to the products and/or services transacted through Ticketnet and at no point does Ticketnet become the owner or beneficiary of the products or services transacted between the Buyer and the Seller. To that end, equally, Ticketnet does not take any legal responsibility for such product or services.

12.3 Ticketnet will not be liable for any losses arising from loss of data, date corruption, data accuracy, and loss of system use or business interruption of any kind.

12.4 Ticketnet will not be liable for direct or indirect, special, incidental, consequential or punitive damages of any kind including, but not limited to, loss of profits, regardless of the form of action whether in contract, tort (including negligence) strict liability or otherwise even if Ticketnet has been advised of the possibility of such damages

12.5 The Customer irrevocably covenants and agrees to indemnify Ticketnet, and its assigns, and to hold them harmless from, and against, any losses, claims, expenses, damages, law suits, liabilities, demands, joint or several, of whatever kind and of whatever reason that they may refer, or to which they may become subject, arising out of, or relating in any way to, the use of Ticketnet. This shall include, but not be limited to, legal fees, costs and legitimate expenses incurred in defending such a claim.

12.6 It is the intention of Ticketnet to be error-free and provide uninterrupted functionality and access 24/7/365 but this cannot be guaranteed. The Customer understands this and places no liability on Ticketnet for failure to achieve this intention.

12.7 Ticketnet endeavors to ensure that published materials, data and information are accurate but the Customer acknowledges and agrees that such content is provided and uploaded by third parties on an ‘as is’ basis and no liability lies with Ticketnet.

12.8 The Customer assumes total responsibility and any associated risk for using the Ticketnet system and the information contained within it.

12.9 In circumstances where the Customer suffers loss or damage arising out of, or in connection with, the viewing, use of, performance of the Ticketnet system or its contents, Ticketnet accepts no liability whether due to inaccuracy, error, omission or any other cause and whether on the part of Ticketnet or its servants, agents or any other person or entity.

12.10 Any limitation on liability does not apply to any liability Ticketnet may have for death or personal injury resulting from its negligence or for fraudulent misrepresentation.

12.11 The Customer is responsible for ensuring that their computer system meets all relevant technical specifications necessary to utilise Ticketnet and its functionality.

12.12 The Customer understands that Ticketnet cannot, and does not, guarantee or warrant that any material or data available through Ticketnet will be free from infection, viruses and/or other code that has contaminating or destructive properties and is, therefore, responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks).

12.13 The limitations and exclusions do not affect the Customer’s non-excludable statutory rights and only apply to the extent permitted by applicable law.

12.14 In all cases, the maximum liability of Ticketnet under this agreement shall not exceed the total amount paid by the Customer to Ticketnet in relation of fees for a period not exceeding one (1) month prior to the date on which such a liability arose.

13 General

13.1 Ticketnet may assign, transfer or subcontract any or all of its rights and obligations under these terms and conditions at any time.

13.2 The right is reserved to make alterations or changes to these Terms & Conditions at any time, ensuring that existing customers receive notification of the latest copy to their registered address. Should the revised Terms & Conditions be unacceptable to an existing customer, they may terminate this agreement without penalty as detailed under Termination (below).

13.3 These terms and conditions together with the Privacy Policy are the whole agreement between Ticketnet and the Customer. The Customer acknowledges that it has not entered into this agreement in reliance upon any statement, warranty or representation made by Ticketnet or any other person and irrevocably and unconditionally waives any rights to claim damages and/or to rescind these terms and conditions by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms and conditions and the Privacy Policy.

13.4 If any provision or term of these terms and conditions shall become, or declared by Court to be, illegal, invalid or unenforceable, the said Court shall be empowered herewith to order such term or provision be amended or deleted without effecting the remainder of these terms and conditions.

13.5 These terms and conditions and use of Ticketnet are governed by Senegal law.

13.6 Except in respect of a payment obligation, neither the Customer nor Ticketnet will be held liable for any failure to perform any obligation to the other due to causes beyond the respective reasonable control.

13.7 Failure or delay by either party enforcing an obligation or exercising a right under these terms and conditions does not constitute a waiver of that obligation or right.

13.8 These terms and conditions do not confer any rights on any person or party (other than the Customer and/or Ticketnet) pursuant to laws.

14 Termination

14.1 Either party may terminate this agreement at any time by giving notice of at least thirty (30) days.

14.2 Either party may terminate this agreement immediately and without notice if either is in breach of these terms and conditions.

14.3 Following termination the customer will have no right to access or use the Ticketnet system or services.

15 Notices

15.1 All notices shall be given to Ticketnet: Via e-mail to: info@ticketnet.africa or by post to : Ticketnet, Ouest Foire VDN Y599, Yoff, Dakar Senegal. Telephone: +221 33 820 8957, To the Customer at either their e-mail or postal address recorded in their account.

15.2 All notices shall be made in writing and:

• sent by e-mail, in which case it shall be deemed to have been served when a return (reply) e-mail is received back containing the original e-mail trail in its content.


• sent by first class recorded delivery post, in which case it shall be deemed to have been served seven (7) days after the date of posting.

16 Force Majeure

Except where otherwise expressly stated in these terms and conditions, we will not accept liability or pay compensation where the performance or prompt performance of our contractual obligations is prevented or affected by, or you otherwise suffer any damage or loss, as a result of "force Majeure". For the avoidance of doubt, in these conditions, "force majeure" means any event which we, or our sub-contractors, could not, even with all due care, foresee or avoid. Such events include, but are not limited to, war, threat of war, riot, civil strife, terrorism, industrial disputes, natural disaster, adverse weather, fire, etc.

17 Complaints & Disputes

17.1 Any disputes or complaints must be brought to the attention of Ticketnet in writing no longer than twenty-one (21) days from the origin of such. Ticketnet shall then be granted an additional sixty (60) days to investigate and resolve such a dispute or complaint without involving third parties or outside solicitors, litigation or counsel.

17.2 In the event of a complaint or dispute not being satisfactorily resolved, both parties irrevocably agree that the dispute will be determined by final and binding arbitration pursuant to Senegal and that such arbitration be conducted in accordance with the Rules and Procedures in current effect under Senegal law.