Merchant Agreement

Merchant Agreement

Merchant Agreement

This Merchant Agreement outlines the rights and responsibilities related to the use of the Klicket website, owned and operated by Winterfunland Midlands UK (referred to as "Klicket" henceforth). It should be noted that this agreement complements and is integrated into the Klicket Terms of Service ("Terms of Service") and the Klicket Organizer Terms and Conditions ("Organizer Terms"). Under no circumstances should anything in this Merchant Agreement be construed as limiting, altering, or waiving any terms within the Terms of Service, the Organizer Terms, or our Privacy Policy. However, should any inconsistency arise between the Terms of Service, the Organizer Terms, and this Merchant Agreement, this Merchant Agreement will take precedence.

The headings and subheadings within this Merchant Agreement, are for convenience and will not impose limitations or affect any provisions. These are not to be considered as legal guidance. Whenever we state that Klicket "may," possesses the right, is permitted, is authorized, or is allowed to perform a specific action within this Merchant Agreement, it signifies that we have the option to do so but are not obligated, and the decision rests solely with us. Any determinations, decisions, or beliefs made by us under this Merchant Agreement are at our sole discretion. In this Merchant Agreement, the term "including" means "including, but not limited to." When this Merchant Agreement obliges you to take an action, it implies your agreement to take that action, and it is imperative that you follow through with it.

We strongly recommend that you thoroughly read this entire Merchant Agreement and our Terms of Service, as they may have implications for your rights. This Merchant Agreement contains essential information concerning payments, refunds, restricted events, and the Terms of Service includes provisions for dispute resolution, including binding arbitration and a class action waiver, which are applicable to this Merchant Agreement.

Who We Are

1.1 About Us

Welcome to Klicket! We are delighted to have you here. Klicket is a ticketing and registration platform committed to uniting the world through live events, whether in-person or virtual, and shared experiences. Our platform, mobile apps, and related services empower individuals across the globe to create, explore, share, and register for events. Klicket is a UK corporation with its primary office located at Brulimar House Jubilee Road, Middleton, Manchester, M24 2LX, United Kingdom, Registration No. 12597144 (referred to as "Klicket," "we," "us," or "our"). Whenever this Merchant Agreement mentions "Klicket," "we," "us," or "our," it encompasses Klicket, Inc., its Affiliates (defined in the Terms of Service) and subsidiaries, as well as their respective officers, directors, agents, partners, and employees.

1.2 Klicket Services

Here is an overview of our services:

  1. Ticketing Services: We offer you and other Organizers a platform to sell tickets, registrations, and other items, and to receive payments for your events (referred to as the "Ticketing Services").
  2. Marketing and Operational Services: You may occasionally request additional services or products from us, including onboarding support, account management, marketing, and promotion services such as Klicket Ads (collectively known as "Marketing and Operational Services"). All Marketing and Operational Services will be provided as determined by us and will be subject to the Terms of Service, the Organizer Terms, this Merchant Agreement, and any separate written agreement deemed necessary. In the event of a conflict between the separate written agreement and this Merchant Agreement, the Merchant Agreement will prevail. Payment for Marketing and Operational Services may occur at the time of purchase or through an invoice sent afterward. All invoices for Marketing and Operational Services are due and payable upon receipt, unless otherwise specified on the invoice.
  3. Organizer Services: When we mention "Organizer Services" in this Merchant Agreement, it encompasses both the Ticketing Services and the Marketing and Operational Services. For clarity, Organizer Services, along with other Service types, fall under the definition of "Services" outlined in the Terms of Service.

2. Our Merchant Agreement

2.1 Purpose and Scope

This Merchant Agreement defines the terms and conditions governing your use of the Organizer Services. Users utilizing our Organizer Services will collectively be referred to as "you" or "your" within this Merchant Agreement. By utilizing the Organizer Services or registering as an Organizer, you agree, without modification, to the terms and conditions outlined in this Merchant Agreement, the Terms of Service, the Organizer Terms, and our Privacy Policy. This agreement constitutes a binding contract between you and us, governing our Organizer Services and your use of these services. If you do not consent to the terms and conditions of this Merchant Agreement, the Terms of Service, the Organizer Terms, or our Privacy Policy, please refrain from using the Organizer Services or registering as an Organizer.

3. Eligibility for Organizer Services

3.1 Eligibility

Prior to using our Organizer Services, it is imperative that you ensure your eligibility. To utilize the Organizer Services, you must:

(a) Hold the authority to enter into this Merchant Agreement either on your own behalf or on behalf of the entity using the Organizer Services.

(b) Comply with our Terms of Service and all relevant laws.

(c) Review and accept the Stripe Connected Account Agreement, which encompasses the Stripe Services Agreement (referred to collectively as the "Stripe Agreements," subject to modification by Stripe), and any other obligatory third-party agreements, if applicable.

All information you provide must be truthful, accurate, and complete, and any changes must be promptly reported. We retain the right to approve or reject your registration for the Organizer Services, impose limitations, suspend or terminate your access to the Organizer Services, and/or set transactional limits on payouts at our discretion. We also reserve the right to alter these eligibility criteria at any time.

3.2 Additional Registration Data

Following registration for the Organizer Services, you may be required to provide additional information, including details about yourself, the entity you represent (if applicable), and the principals/beneficial owners of said entity (if applicable) (collectively referred to as "Additional Registration Data"). This may include information such as your current address, doing business as (DBA) names, product descriptions, website addresses, bank account or other payment account details, tax identification numbers, date of birth, passport or driver's license numbers, country of origin, copies of government identification documents, and other personal information.

We may use this information to verify your identity, the validity and legality of your transactions, and whether you qualify for the Organizer Services. You are obligated to provide accurate and complete information and to promptly update this information to maintain its accuracy and completeness.

3.3 Disclosure Authorization

We may need to share your information with third parties assisting us in providing services to you. We may share Registration Data, Additional Registration Data, and information regarding events and usage of the Services with our Payment Processor Partners, the Card Schemes, Alternative Payment Frameworks, and your bank or other financial institution, if the Services involve these third parties. You also authorize us to verify your Registration Data and Additional Registration Data and conduct due diligence on your behalf through third parties, including third-party credit reporting agencies.

3.4 Failure to Provide

It is imperative that you provide all requested information to ensure you maintain access to our services and your payouts. You are not entitled to receive payments from tickets, registrations, or other items sold through us or our Payment Processor Partners unless you furnish complete and accurate Registration Data and Additional Registration Data. In cases where we deem your Registration Data or Additional Registration Data as inaccurate or incomplete, we retain the right to suspend or terminate your Klicket account and/or your access to the Organizer Services, and to withhold any payments due to you.

3.5 Prohibited Merchants; Prohibited Events; Prohibited Transactions

Certain individuals and entities are prohibited from conducting business with us. These restrictions encompass:

1. Prohibited Merchants

Upon registering for the Organizer Services and accepting this Merchant Agreement, you affirm that:

A. You are not situated in any country for which the United States, United Kingdom, European Union, Australia, or Canada has imposed embargoes on goods and/or services, similar to our Services ("Restricted Countries").

B. You are not an individual or entity under the control of or affiliated with an individual or entity that:

i. Appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List, or Palestinian Legislative Council List.

ii. Appears on the U.S. Department of State's Terrorist Exclusion List.

iii. Appears on the Bureau of Industry and Security's Denied Persons List.

iv. Appears on the Consolidated List of Targets published by the U.K. HM Treasury.

v. Appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade.

vi. Is subject to sanctions in any other country.

2. You are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file, and your right to access each Card Scheme and each Alternative Payment Framework is not revoked or suspended.

In the event that you fall into any of the aforementioned categories, you will be classified as a "Prohibited Merchant."

2. Prohibited Events

You are prohibited from posting events on the Klicket Properties or engaging in activities through the Organizer Services that:

A. Violate or contribute to the violation of any applicable local, state, provincial, national, or other laws, rules, or regulations.

B. Contravene the Payment Scheme Rules.

C. Contain any Content that violates the Terms of Service or the Klicket Community Guidelines.

D. Occur in Restricted Countries or restricted regions, which include but are not limited to Iran, North Korea, Syria, Crimea, Donetsk People’s Republic, and Luhansk People’s Republic. Posting events in Cuba or Russia requires our prior written approval due to potential additional licensing requirements.

Events that fall into any of the above categories will be deemed "Prohibited Events."

3. Prohibited Transactions

You are not authorized to process the following transactions, and you declare and warrant that you will not submit any of the following for processing:

A. Any transaction that breaches the Payment Scheme Rules, including transactions involving certain adult content or activities, illegal goods or services (including cannabis), paraphernalia associated with any illegal goods or service, cryptocurrency purchases, raffles, sweepstakes, or gambling.

B. Any fraudulent or criminal transaction.

C. Any transaction that would qualify as a "restricted transaction" as defined in the Unlawful Gambling Enforcement Act of 2006 or Regulation GG.

D. Any transaction unrelated to your events on the Klicket Properties. For clarity, our payment processing services may exclusively be used for purchasing tickets or registrations for your events on the Klicket Properties or for selling items or soliciting donations directly linked to such events.

Transactions falling into any of the aforementioned categories will be categorized as "Prohibited Transactions."

4. Suspension and Termination of Organizer Services; Survival of Obligations

4.1 Suspension and Termination

There are various reasons why we may need to suspend or terminate your access to the Organizer Services:

  1. You become ineligible for the Services or violate any provision of this Merchant Agreement, the Terms of Service, or any other Klicket policy applicable to you.
  2. You or any of your affiliates fail to make timely payments to us.
  3. Our Payment Processor Partners or Card Schemes decline to facilitate payments to you or engage in services involving you.
  4. We receive legal process seeking to attach or garnish any of your funds or property in our possession.
  5. We discover that you have granted the right to assign payments to any party, for any reason.
  6. You are classified as a Prohibited Merchant, have organized Prohibited Events, or process or submit Prohibited Transactions.

4.2 Organizer Termination

You have the option to cease participating as an Organizer at any time by deleting your account in accordance with the Terms of Service. Even if you delete your account, you remain bound by this Merchant Agreement and any other applicable Klicket policies, as well as any written agreements in place between you and us.

4.3 Effect of Termination

It is important to ensure that all parties receive their due entitlements. If either party terminates this Merchant Agreement, we (through our Payment Processor Partners) will, within a reasonable timeframe, settle any amounts owed to you, provided such payments are in compliance with applicable laws, regulations, and orders. We may withhold funds owed to you as specified in Section 6.2 "Deductions, Setoffs, and Reserves," to account for potential Chargebacks, refunds, credits, balances owed to us, or other applicable deductions. Beyond this, we will have no further payment obligations to you.

4.4 Continued Obligations

Certain terms will continue to be effective even after the termination of this Merchant Agreement. All provisions of this Merchant Agreement that, by their nature, should survive termination, will do so. This includes your obligations concerning refunds, payments, and Chargebacks (defined below).

5. Payment Processing.

5.1 Payment Processor Partners.

We collaborate with third-party payment processors to facilitate your transactions. As part of the Organizer Services, we offer tools to assist you in selling tickets, registrations, and other items to Consumers who are interested in your events. To streamline the payment process, we have partnerships with third-party payment processors and/or merchant acquirers ("Payment Processor Partners"). Both you and we are bound by the rules and regulations of our Payment Processor Partners. In certain situations, you may need to enter separate agreements with our partners ("Payment Processor Agreements") to receive payments. One of our Payment Processor Partners that may handle payment processing services for you is Stripe, Inc. ("Stripe"). When you agree to this Merchant Agreement or continue operating as an Organizer on Klicket, you also consent to the Stripe Connected Account Agreement and the Stripe Services Agreement. To enable payment processing services through Stripe, you must provide accurate and complete information about yourself and your business. You authorize us to share this information, along with transaction details, with Stripe.

5.2 Klicket Payment Processing.

This is the primary method that most Organizers on our platform will use to collect proceeds from tickets or registrations they sell to Consumers.

  1. KPP Overview. When utilizing Klicket Payment Processing ("Klicket Payment Processing" or "EPP"), we act as your limited payments agent to facilitate payment transactions on your behalf using our Payment Processor Partners. As a limited agent, we process the total value of tickets, registrations, and other items purchased by Consumers for your events ("Event Proceeds"). In return, in addition to other applicable Klicket Fees, you will pay us the Klicket Payment Processing fee (the "Klicket Payment Processing Fee") for each ticket, registration, or other item sold or donation solicited, as we facilitate the transaction.
  2. Payouts. This is when KPP users can expect to receive their funds. No later than five (5) business days after the conclusion of the event, Organizers who use EPP will receive the Event Proceeds, less Fees, Taxes, and Other Deductions and Setoffs (defined below), if applicable. At that time, our Payment Processor Partners will facilitate the payout to your preferred payout method. We will not be responsible for any delays, rejections, or missed payouts resulting from delays, failures, or contractual breaches by you, a Payment Processor Partner, or any other third-party provider. If you prefer to receive payouts earlier (before your event concludes), refer to Section 7.1 "Scheduled Payouts" for more details.
  3. Payout Methods. These are the methods by which KPP users can receive payouts. A. Acceptable Payout Methods. KPP users can receive payouts through several methods, including: (1) ACH to a bank account in their name and (2) for Organizers with Event Proceeds in USD currency only, by check made out to them and sent to an address in the United States or Canada. Additionally, our Payment Processor Partners may allow you to accept payments from card-based payment networks like Visa®, MasterCard®, American Express®, and Discover® (collectively, the "Card Schemes"), and non-card-based payment networks such as direct debit and other alternative forms of payment (the "Alternative Payment Frameworks"). B. Checks. If we issue you a check, you are responsible for its security and control. You must notify us within 24 hours if the check is lost, stolen, or fraudulently obtained. Additionally: i. You (not us) are responsible for any losses if a check we issue to you is lost, stolen, or obtained fraudulently. ii. We have the right to pay any check issued to you, regardless of who presents the check for payment, even if it's lost, stolen, or fraudulently obtained or presented. iii. You will reimburse us for all claims, losses, costs, and damages we incur concerning any check issued to you, including the check being cashed or deposited more than once as a duplicate payment. C. False or Incorrect Information. We and our Payment Processor Partners rely on the information you provide for payment transactions on your behalf. If any account or card details you provide are incorrect, you must reimburse, indemnify, and hold us and our Payment Processor Partners harmless for any losses or expenses incurred due to relying on incorrect information.
  4. Transaction Limits. For security reasons, we may need to set transaction limits. For risk management, security, or to meet the requirements of our Payment Processor Partners, we may, from time to time, decide to impose transaction limits on the amount of any given transaction processed through KPP. You authorize us to reject any transaction exceeding that limit.
  5. Currencies. We handle specific currencies and do not offer currency conversion services. KPP is available only for certain currencies and Organizers in specific locations as listed here. Event Proceeds collected in a currency can only be paid out to you in that same currency. We do not provide currency conversion services.
  6. Qualification. If you don't qualify for KPP, you may be eligible for FPP. If we determine that you do not meet the qualifications for KPP but are otherwise eligible for the Organizer Services, we may suggest switching to Facilitated Payment Processing (defined below) as an alternative payment processing method.

5.3 Facilitated Payment Processing.

This payment processing method is available to select Organizers.

  1. FPP. "Facilitated Payment Processing" or "FPP" allows you to directly receive all sales proceeds from the Organizer Services using a third-party payment service, such as PayPal®. Organizers using FPP receive the full ticket face value, Klicket Fees, taxes, royalties, and/or donations directly into a third-party payment service, following the applicable terms of use for that service. We are not responsible for the performance or non-performance of the third-party service. FPP is available in limited circumstances.
  2. Invoices. When using FPP, you must pay Klicket Fees and other amounts owed to Klicket directly. We will provide you with periodic invoices detailing your Event Proceeds and Fees, Taxes, and other amounts owed. You are not entitled to Event Proceeds until your event concludes. Unless otherwise indicated on the invoice, all invoices for Organizer Services when using FPP are due and payable within thirty (30) days of invoice delivery.

5.4 Chargebacks and Reversals.

You are responsible for credit card chargebacks and other transaction reversals related to your events. Credit card chargebacks and transaction reversals ("Chargebacks") may occur, including when a Consumer disputes a transaction with a Card Scheme or Alternative Payment Framework. As an Organizer, you are responsible for promptly and fully paying us back for any Chargebacks related to your Event Proceeds or other payments, along with all related credit card association, payment processing, re-presentment, penalty, and other fees (collectively, "Chargeback Costs") that we, our Payment Processor Partners, or any of our other partners incur due to your Chargebacks. As your agent, we will make reasonable efforts to manage and dispute Chargebacks on your behalf. You authorize us to do so, and you agree to cooperate in the Chargebacks re-presentment process. However, we are not obligated to dispute or represent any Chargebacks that:

  1. We believe are likely to fail.
  2. Are not within our control or are the result of actions or omissions by you, a Consumer, or a third party.
  3. Are related to transactions that are prohibited by this Merchant Agreement. You are also responsible for any Chargeback Costs we incur if a Chargeback is not ultimately resolved in your favor.

The Payment Scheme Regulations (as defined below) grant the Card Schemes and Alternative Payment Frameworks the authority to manage Chargebacks at their discretion. In the event that a Chargeback dispute is initiated on your behalf and is lost, you are still obligated to reimburse us.

5.5 Payment Scheme Regulations.

You must consistently adhere to the regulations of the payment networks you utilize.

You must conform to the rules and guidelines established by the Card Schemes and Alternative Payment Frameworks, collectively referred to as the "Payment Scheme Regulations." Depending on the payment methods you employ with KPP, you may be subject to distinct Payment Scheme Regulations.

The Payment Scheme Rules require, among other things, that you 1) submit only bona fide transactions, 2) limit how you use Card Scheme logos and trademarks and 3) authorize the Card Scheme and its affiliates to use your name, address and URL to show that you participate in the Card Scheme.  

 The Payment Scheme Regulations are accessible to the public for review and may undergo periodic changes. We may also be compelled to update this Merchant Agreement to reflect modifications to the Payment Scheme Regulations.

5.6 Commercial Entity Agreements.

If your card-based transactions reach a significant threshold, we may require you to enter into an additional agreement.

You may be obligated to enter into a supplementary agreement directly with one of our Payment Processor Partners or with the pertinent Card Scheme. Typically, this requirement arises if your transactions with a particular Card Scheme in a specific geographic region surpass one hundred thousand dollars ($100,000) annually. In the event that we anticipate this additional requirement for your account, we will furnish you with a "Commercial Entity Agreement" that you must accept to continue receiving payouts. Failure to accept this Commercial Entity Agreement may result in the suspension or termination of your account.

With the exception of any applicable Commercial Entity Agreement, and regardless of the Stripe Connected Account Agreement, the Stripe Services Agreement, or any other Payment Processor Agreement you may have entered into with our partners or a Card Scheme, you are not a direct party to any agreement between Klicket or any of its Affiliates and any Payment Processor Partner, Card Scheme, or Alternative Payment Framework. Furthermore, you are not a third-party beneficiary of such agreements.

5.7 Roles and Relationships.

When a Consumer makes a payment to our payment processors, you must treat the Consumer as if they paid you directly.

  1. Our Role. We do not and will not provide you with banking, deposit-taking, stored value, insurance, or any other financial services, except when you opt for KPP, where we serve as a limited payments agent, as described above. Although we may display a balance of Event Proceeds in your Klicket account, this balance solely represents the Event Proceeds collected by a third-party payment service (if using FPP) or by our Payment Processor Partners (if using EPP). This information does not constitute a deposit or any other obligation of Klicket or any Payment Processor Partners to you. It is provided solely for reporting and informational purposes. You do not possess any entitlements or ownership rights in the displayed balance until the relevant funds are disbursed to you in accordance with this Merchant Agreement. You are not entitled to any interest or other compensation associated with these funds pending payout, whether processed through FPP or EPP.
  2. Your Obligations to Consumers. When a Consumer makes a payment (e.g., when they purchase a ticket for an event), and that payment is subsequently processed by one of our Payment Processor Partners, you must treat it the same as if the Consumer had paid you directly. This entails delivering or providing all advertised goods and services to the Consumer, as if you had received the Event Proceeds directly from the Consumer, regardless of whether you have received or will ever receive the Event Proceeds.

As your agent, we are authorized to:

  1. Hold, retain, and disburse Event Proceeds to you using our Payment Processor Partners.
  2. Facilitate the transfer or upgrade of a Consumer's ticket or registration (if such transfers are permitted by you in your event registration process).
  3. Issue refunds to Consumers as outlined in this Merchant Agreement, the Stripe Agreements, and any other Payment Processor Agreement.
  4. Handle and dispute Chargebacks.
  5. Delegate our obligations to specific affiliated entities and/or partners both within and outside the United States, while remaining accountable for fulfilling our obligations under this Merchant Agreement.

We are not responsible for any of your actions or omissions, and any obligation to remunerate you is contingent upon your compliance with this Merchant Agreement, the Terms of Service, and the actual payment of Event Proceeds by Consumers.

5.8 Confirmations.

You must honor confirmed orders placed by Consumers through Klicket.

When a Consumer places an order and receives confirmation through Klicket, we generate a confirmation message and assign a unique confirmation number. It is incumbent upon you to acknowledge, fulfill, and honor all ticketing, registration, merchandise, and donation commitments that have been confirmed via the Services. It remains your responsibility to verify a Consumer's confirmation number and/or any event restrictions before the relevant event.

5.9 Escheatment.

Failure to maintain accurate or updated payment information on file may result in the forfeiture of your payouts.

Payouts will be automatically disbursed to your designated payment method on record. If, for any reason, we are unable to make a payout to that payment method and you neglect to provide an updated and approved payout method within a specified time frame in accordance with applicable unclaimed property laws (e.g., escheatment), we will escheat the amount to the relevant government authority after due notice, in accordance with applicable laws.

6.0 Fees, Deductions, and Reserves.

6.1 Fees.

An overview of the fees we impose, which will be deducted from your sales, is provided below.

  1. Fees and Taxes. You bear responsibility for all fees and taxes arising from your utilization of our Organizer Services. You have sole responsibility for setting prices for tickets, registrations, and other items related to your events. You must remit all applicable fees for the Organizer Services, known as "Klicket Fees," which encompass transactional service fees and payment processing fees for the Ticketing Services, as well as any invoiced fees associated with the Marketing and Operational Services. You are also solely accountable for any payment processing fees, including the Klicket Payment Processing Fee (if applicable), credit card fees, relevant taxes (as described in Section 9 “Taxes”), and any other amounts due to any third party resulting from the Organizer Services. These fees and taxes vary by jurisdiction and currency. Current Klicket Fees and payment processing fees can be accessed in our Help Center on our Pricing page, with additional details provided on our Processing Payments for Your Ticket Sales page and our Klicket Fees page. Fees and taxes may change periodically. While we may allow you, under specific circumstances, to pass on some or all of the Fees and Taxes to be paid by Consumers as part of the event transaction, you remain ultimately responsible for all Fees and Taxes. We reserve the right to modify or revoke this option in whole or in part at any time.

We may also charge you standard and reasonable rates for (i) research expenses and/or legal fees incurred in responding to third-party or government subpoenas, levies, or garnishments on your account, and (ii) research and activities required for verifying and executing any change of payee (collectively referred to as "Research Fees").

  1. Consumer Fees. We may levy additional charges on Consumers. You are not permitted to favor one payment method over another without our consent. We may impose various fees on Consumers, distinct from Klicket Fees, which are not passed on to you. These fees relate to ticket, registration, and other item sales, processing, handling, and/or access to various Klicket content and services, collectively known as "Consumer Fees." If we implement Consumer Fees, we establish the assessment of Consumer Fees and the applicable refund policy for such fees. We are not obligated to disclose Consumer Fees to you, and we retain the right to modify Consumer Fees at any time. Unless we grant an exception, you must not show preference for one payment method over another or impose additional fees or charges on Consumers for a specific payment method that you do not impose for all payment methods.
  2. Delays and Omissions. We endeavor to promptly inform you of amounts owed, but our failure to do so will not absolve you of your payment obligations. If we fail to issue a timely invoice, you are still accountable for fulfilling your payment obligations. If we unintentionally omit a payment that you owe to us or any third party in a statement or invoice, it does not constitute a waiver of the right to that payment. You remain obligated to make that payment, and we may include it in a subsequent statement or invoice.

6.2 Deductions, Setoffs, and Reserves.

We reserve the right to withhold payout amounts in certain circumstances.

  1. Deductions and Setoffs. We may withhold or offset amounts you owe. A. In addition to Section 6.1 above, we will deduct the following from the Event Proceeds:
    1. Klicket Fees
    2. Billing and payment-related costs, including transactional charges and bank fees
    3. All applicable Taxes
    4. Amounts related to returns, refunds, Chargeback Costs, discounts, and credits.

You will only receive payments after these deductions have been made. Additionally, we may deduct all other deductions authorized under this Merchant Agreement and set off debts, fees, or other amounts owed by you or any of your Affiliates to us under this Merchant Agreement or any other agreement between you, your Affiliates, us, and our Affiliates ("Affiliated Agreement"), including Chargeback Costs, refunds, Klicket Fees for Marketing and Operational Services, Research Fees, reserves, and customer complaints ("Other Deductions and Setoffs"). We are not liable to you for any claims arising from our decision to make Other Deductions and Setoffs.

For clarity, we may exercise our setoff rights against payouts related or unrelated to the amount owed. If our setoff does not cover the full amount of funds owed by you or any of your Affiliates under this Merchant Agreement or any Affiliated Agreement, the outstanding funds will be deemed owed to us until fully satisfied, and we may collect such funds in accordance with Section 11 “Non-Exclusive Remedies and Collections."

  1. We may also deduct from your Event Proceeds as required by law. Additionally, we may block, reject, freeze, or report to law enforcement agencies any payments involving the Klicket Properties that pertain to you, are owed by you, or otherwise involve you, as permitted and/or required by applicable laws and regulations.
  2. Reserves. We reserve the right to retain portions of Event Proceeds and other service fees for you and your Affiliates in certain situations. A. We may establish a reserve at any time we deem necessary based on the anticipated level of refunds, disputed charges, Chargebacks, customer complaints, allegations of fraud, or changes in your credit profile or the risk profile of the relevant event(s). B. We may also retain all or a specified percentage of Event Proceeds and any other fees for Services provided to you or your Affiliates (with the percentage determined by us) to create a reserve. C. We may utilize any amounts held in reserve to offset amounts owed by you or your Affiliates, as detailed in Section 6.2(a). Reserves in complicated situations may be held until a final decision has been made by the payment processors and Klicket management.

 

7. Pre-Event Payouts

7.1 Authorized Payouts

You will not earn Event Proceeds until your event concludes. We may, under certain circumstances, authorize an advance of a portion of Event Proceeds to you through Scheduled Payouts, also known as "Early Settlements of Sales" or "Advanced Payouts [APO]." However, if you use FPP, Scheduled Payouts are not available. Except for Scheduled Payouts, we will not disburse any Event Proceeds before your event successfully concludes.

7.2 Terms for Scheduled Payouts

Scheduled Payouts are essentially advances on your potential earnings. When we agree to provide Scheduled Payouts, we may set a maximum aggregate cap on these payouts and withhold a portion of Event Proceeds to establish a reserve. We retain the right to terminate, suspend your eligibility for Scheduled Payouts, or modify the terms, including frequency, reserve rate, and the maximum aggregate cap of Scheduled Payouts. The cap will be calculated in GBP, with exchange rates sourced from oanda.com at 9:00 am GMT on the agreed payout date and floatrates.com at 5:00 am GMT on the payout date.

7.3 Recovery of Scheduled Payouts

Klicket may request the return of any part of Scheduled Payouts before your event concludes, for any reason, especially if there's a risk of refunds or Chargebacks. Upon receiving such a demand, you must promptly comply. We may involve our Payment Processor Partners in withholding funds, as specified in Sections 6.2 and 11. You are also responsible for fulfilling your obligations concerning Chargebacks and Refunds, including reimbursing us for refunds and Chargeback Costs.

8. Cancellations and Nonperformance

You are not entitled to receive payments for canceled events. In cases where an event has been canceled or is at risk of being canceled (as defined in Section 8.3 "Specified Refunds"), we and our Payment Processor Partners are not obliged to make payments to you. If we decide to make partial or full payments for a canceled event, you are responsible for handling refund requests and Chargeback Costs.

8. Refunds

8.1 Handling Refunds and Disputes

As the event organizer, you are responsible for managing refunds and resolving refund disputes. All sales are considered your transactions, and consumers are your customers. While we may attempt to mediate in disputes, the ultimate responsibility lies with you. For EPP transactions, we retain the right to make Specified Refunds as defined in the Organizer Refund Policy Requirements.

8.2 Refund Policy

You must establish and communicate a refund policy for each event, ensuring compliance with our Organizer Refund Policy Requirements, which are incorporated into this Merchant Agreement. Your refund policy must adhere to these Requirements and this Merchant Agreement.

8.3 Specified Refunds

Even if you have a "no refunds" policy, there are situations where we may need to process refunds in accordance with our Organizer Refund Policy Requirements. We may use funds from your account or related/unrelated events to make Specified Refunds.

8.4 Reimbursement by You

You are obligated to fully reimburse us for refunds, including Specified Refunds, made to consumers. If you received Scheduled Payouts for an event subject to Specified Refunds, you must promptly refund the advanced payments to a designated payment address. This ensures that we can issue refunds effectively. Chargebacks may result in losses exceeding the original transaction amount, and you remain responsible for reimbursing us for these refunds.

8.5 Klicket Fees

Klicket Fees are typically nonrefundable, but we reserve the right to decline refunds in certain cases. If we decide to refund Klicket Fees to your consumers, you may be asked to cover a portion of the refund. Our policies regarding Klicket Fees refunds may evolve over time.

8.6 Refund Process

The process for refunds involves several steps, including initiating refunds through Klicket, using primary or alternative refund sources, adhering to payment processing deadlines, and ensuring clear communication with consumers. Refunds must not be conducted offline, and EPP refund transactions should be used exclusively for event refunds.

9. Taxes

You are responsible for identifying and remitting all applicable taxes to the appropriate authorities. In some cases, we may withhold taxes on your behalf (for example : you are a UK based Limited company that has not registered a valid VAT number in the Klicket account details page).

9.1 Your Tax Responsibility

You are solely responsible for determining and collecting any relevant taxes associated with your use of the Organizer Services and sales made through them. 9.2 Request for Information

In certain jurisdictions, we may be required to collect and remit taxes related to your sales. To determine this, we may request specific information when you create an event. It's essential to provide accurate information to avoid potential tax-related issues.

9.3 Collection by Klicket

In some jurisdictions, we may be required to collect taxes on Klicket Fees and Klicket Payment Processing Fees. If this applies, we will either invoice you for these taxes or withhold them from your payouts. However, you remain responsible for collecting and remitting other applicable taxes.

9.4 VAT Taxes

For EU residents without a VAT Identification Number (VAT ID), we may collect Value Added Tax (VAT) on Klicket sales and remit it to the relevant tax authority. If you have a VAT ID, we will not collect VAT, but you must ensure the accuracy of the provided VAT ID.

9.5 IRS Reporting

Under US federal tax law, we might be required to report certain information to the IRS if transactions exceed a specific threshold. This may include gross transaction amounts, your name, address, and tax identification number. You must provide accurate information and satisfy IRS reporting requirements if applicable.

9.6 Right to Withhold

We reserve the right to withhold payments to comply with applicable laws, rules, regulations, judgments, or orders. This includes withholding taxes as required by tax authorities.

10.0 Authorization.


You affirm that you possess the necessary authority to consent to these conditions. In addition to the assertions and guarantees made throughout this Merchant Agreement, you assert and guarantee, on behalf of both yourself and the relevant entity (if applicable), the following:

  1. The entity you represent is duly organized and in a state of good standing in accordance with applicable laws.
  2. You possess all the requisite power and authority to enter into this Merchant Agreement and fulfill your obligations.
  3. The act of entering into and executing this Merchant Agreement will not result in any violation of laws, regulations, court orders, or other agreements that you are obligated to abide by.
  4. You have full and legitimate authority to legally bind the entity you represent to this Merchant Agreement.
  5. Interest on Unpaid Amounts. Any overdue amounts owed by you or your Affiliates under this Merchant Agreement or any Affiliated Agreement will accrue interest from the due date until the full payment is received, at a rate equal to the lesser of: A. one and a half percent (1.5%) per month, compounded on a monthly basis; or B. the maximum amount permitted by applicable law.
  6. Offsets and Invoices. In the event that you or any of your Affiliates have outstanding amounts owed to us under this Merchant Agreement or any Affiliated Agreement, we reserve the right, to the extent permissible by applicable law: A. to withhold and/or offset any payments that we would otherwise remit to you or your Affiliates (as detailed in Section 6.2 "Deductions, Offsets, and Reserves"); and/or B. to issue an invoice to you or your Affiliates for any overdue amounts, should the amount we are able to withhold be insufficient to cover your outstanding obligations. In such a case, you or your Affiliates are required to settle the invoice within thirty (30) days from the date of issuance.
  7. Non-Exclusive Nature. Our rights and remedies as outlined in this Merchant Agreement are not exclusive. This means that our remedies are cumulative, and we retain the right to exercise any of them in addition to, or independently of, any other rights or remedies available to us under the law, this Merchant Agreement, any Affiliated Agreements, other contractual arrangements, or by any other means. Our failure or delay in enforcing or exercising any right, remedy, or provision of this Merchant Agreement shall not be construed as a waiver of those rights.

11.0 Non-Exclusive Remedies and Debt Collection.

11.1 Non-Exclusive Measures.

We apply interest to outstanding amounts and retain the option to withhold your disbursements and/or issue invoices for such amounts.

Debt Collection / Recovery Costs.

You are responsible for reimbursing us for the expenses associated with the collection of overdue amounts. If any overdue amounts due to us remain unpaid for thirty (30) days following the invoice date, we reserve the right to initiate the collection process for such outstanding sums. We may send collection notices, but it is not a prerequisite for us to pursue legal or other actions to recover overdue payments. Furthermore, upon request, you must promptly reimburse us for all reasonable out-of-pocket costs, including attorney fees and related expenses that we incur while collecting overdue amounts or any other amounts that you or your Affiliates owe under this Merchant Agreement or any Affiliated Agreement. Both you and your Affiliates agree that if we are compelled to seek the recovery of past-due amounts and associated fees and expenses, we have the right to pursue unpaid sums through legal proceedings, and such actions will not be subject to arbitration, irrespective of any arbitration provisions in the Terms of Service.