These terms and conditions apply to use of the kpass service and website.

The Client’s attention is drawn in particular to clauses 4, 5, 8 & 9.

1. Interpretation

1.1 In these terms and conditions (“the Terms”):”Agreement” means the Client’s agreement to use the Services and pay the Charges subject to these Terms or as otherwise agreed in writing; “Charges” means kpass’s charges for the Services as agreed between the parties in writing from time to time; “Client” is the person to whom kpass are providing the Services pursuant to these Terms; “Data” means the ticketing data resulting from the processing of transactions by kpass (which may include sensitive personal data); “Intellectual Property” means any and all patents, copyrights (including future copyrights), design rights, trade marks, service marks, domain names, trade secrets, know-how, database rights, and all other intellectual property rights, whether registered or unregistered, and including applications for any of the foregoing and all rights of a similar nature which may exist anywhere in the world in or arising out of the kpass business model, the Material, the Trade Mark or the provision of the Services. “Material” includes, in addition to a document in writing, the Data, databases, computer software (including the Software), designs, drawings, pictures or other images (whether still or moving), the Site, sounds or any other record of any information in any form; “Consumers” means individuals who have placed an order for tickets through the kpass system; “Services” means the provision of the kpass e-commerce services and Software, whereby (i) kpass provides the services, by which persons can order electronic (email or SMS) tickets for an event from the Client, where the payment is processed by a third party (ii) kpass provides the Software to access the ticketing data collected; “Site” means kpass’s web site from which the Services can be accessed; “Software” means kpass’s e-commerce sales, management and manipulation software which is made available for use by kpass to the Client over the internet as part of the Services; ” kpass” means Effective Ideas Ltd. (company number: 1241197, registered in England & Wales) and “Trade Mark” means the “kpass” unregistered trade mark and logo and any future registration of either of these marks or any similar mark or application for registration anywhere in the world.

1.2 Any reference in these terms to writing or related expressions includes a reference to e-mail, communications via websites and comparable means of communication.

1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.

1.4 The words “include” or “including” shall be construed without limitation to the words following.

1.5 Except where the context requires otherwise the singular includes the plural and vice versa; a reference to one gender includes all genders; words denoting persons include firms and corporations and vice versa.

1.6 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.

1.7 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the English legal term.

1.8 Any negative obligation imposed on any party shall be construed as if it were also an obligation not to permit or suffer the act or thing in question and any positive obligation imposed on any party shall be construed as if it were also an obligation to procure that the act or thing in question be done.

1.9 References to clauses, unless otherwise provided, are references to clauses of this Agreement.

2. Supply of the Services & Support

2.1 Subject to earlier termination in accordance with these Terms, kpass shall provide the Services to the Client for the duration of this Agreement and will use its reasonable endeavours to provide the Services in a professional manner.

2.2 kpass uses a third party to: host the Site, the Software and the Data and to provide communication services. That third party undertakes to provide its services at or above industry standards. All parties rely upon the services of other telecommunications operators. Accordingly, kpass does not warrant that the Services will be uninterrupted or error free or that the delivery or e-mails or SMS text messages will be without delay.

2.3 kpass will endeavour to ensure that any third parties involved in the supply of the Services take appropriate security measures to protect Data.

2.4 It may be necessary to temporarily suspend the Services from time to time to carry out maintenance of equipment; such suspensions will be limited. However, the Services may also be suspended (in whole or part) where kpass or the third party host is obliged to comply with an order, instruction or request of government, a court or other competent administrative authority or an emergency service organisation.

2.5 kpass may at any time without notifying the Client make any changes to the Services which are necessary to comply with any relevant statutory, regulatory or similar requirements which do not materially affect the nature or quality of the Services.

2.6 kpass will provide e-mail support for the Services during its usual business hours free of charge.

2.7 Use of the kpass services requires the use of the services of a 3rd party payment processor, with which the Client must contract separately. The client acknowledges that kpass is in no way responsible for the actions or operations of the 3rd party processor.

2.8 The Client acknowledges that kpass provides the platform for the issuing of eTickets to consumers and is not responsible for the fulfilment of the events to said consumers or the processing of payments for these tickets. At no point does kpass undertake a contract with a consumer, it remains the Clients sole responsibility to deliver the event to which the tickets relate and to make good any refunds or compensation to consumers for the failure to deliver the event.

2.9 As a benefit for Clients, kpass provides a sample Terms & Conditions of sale that clients may use for their client transactions. However, it is the client’s responsibility to ensure that this is suitable for their needs and to make amendments as necessary. kpass accepts no liability whatsoever for the use of the sample agreement.

3. Charges

3.1 The Client shall pay the Charges for the Services in accordance with the payment terms agreed with kpass. These terms include but are not limited to a fee for each ticket processed by the kpass system for the client and a percentage chargeback at payout request

3.2 kpass may alter the level of Charges or the Charges payment terms from time to time on not less than 7 days’ written notice. Within 7 days of receiving such notice the Client may notify kpass in writing that it wishes to terminate this Agreement with effect from the date of any proposed change in the Charges. kpass may then either terminate the Agreement or withdraw its notice.

3.3 All Charges quoted to the Client for the provision of the Services are exclusive of any GST, for which the Client shall be additionally liable at the applicable rate from time to time.

3.4 Charges are due before data relating to event tickets are released to the client. Data will not be released until full payment is received.

3.5 Payment of the Charges may be made by credit card or debit card.

3.6 No payment shall be deemed to have been made until kpass has received clear funds.

3.7 If the Client fails to pay kpass any Charges due pursuant to the Agreement, then without limiting any other rights it may have, kpass shall be entitled under the Late Payments of Commercial Debts (Interest) Act 1998 to charge interest (both before and after any judgment) on the outstanding amount on daily basis from the due date until the outstanding amount is paid in full.

3.8 Where the Client has overdue charges payable, kpass reserves the right to debit any payment methods associated with any of the Client’s kpass accounts. Associated accounts are deemed as those held under the same organisation/individual name and/or which collect ticket funds to the same Flutterwave and/or Stripe account.

4. Data, Data Protection & Indemnity

4.1 The Client acknowledges that the Data is derived from that provided by the end customers and is not checked by kpass and, accordingly, that kpass cannot be held liable for the accuracy of the Data.

4.2 kpass contracts a third party to store the Data and back it up. Whilst that third party is obliged to carry out back-ups at regular intervals (at least daily), the Client is advised to make its own interim back-ups of all Data. kpass shall have no liability for any loss or damage, however caused, arising from any loss of Data.

4.3 It is a condition of this agreement that the Client complies with all applicable data protection legislation (including, if located in the European Economic Area “EEA”, any locally applicable legislation giving effect to EC Directive 95/46/EC, such as the provisions of the Data Protection Act 1998 or official guidance).

5. Client’s Obligations & Indemnity

5.1 The Client shall ensure that it has suitable computer and communications equipment to utilise the Services from time to time; kpass recommends that Client has, at minimum, a computer, internet connection and a web browser with minimum specification of either (i) Internet Explorer 7 or above (for a PC), or (ii) Firefox 2 or above (for a MAC or PC). Any other web browsers shall be used at Client’s own risk as they may not necessarily offer full functionality with kpass’s Software.

5.2 It is essential that the reputation of the Services and the kpass brand remain undamaged. Accordingly, it is a condition of this Agreement that the Client will not: a) in the sole opinion of kpass, use the Services so as to bring the service into disrepute or otherwise bring the Services or kpass into disrepute

(b) use the Services in a manner which is libellous; or (c)use the Services in a manner which infringes the intellectual property rights, proprietary or personal rights of any third party.

5.3 The Client will keep its password and other access details for use with the Services confidential and restricted to those members of staff who need to know such details and shall ensure all such staff are aware of the confidential nature of such information and treat it accordingly. The Client shall notify kpass without delay if it believes that such information is no longer secret.

5.4 The Client shall take account of and promptly comply with all reasonable directions of kpass in relation to its use of the Services. When considering the reasonableness of kpass’s directions account shall be taken of the rights of consumers and of other clients of kpass, potential damage to the reputation of kpass or its services and any complaints received by kpass from consumers.

5.5 The Client shall indemnify kpass against any losses, claims, damages and expenses (including legal expenses) arising from any breach of this clause 5.

6. Ownership & Use of the Intellectual Property Rights

6.1 The Client acknowledges and kpass warrants that is the proprietor of the Intellectual Property (which, for the avoidance of doubt, includes the Trade Mark and software).

6.2 kpass hereby grants to the Client a non-exclusive licence to

(i) use the Software and Trade Mark for the duration of this Agreement and

(ii) to use, copy and adapt the Data for the duration of this Agreement and

(iii)to use, copy or adapt Data held by the Client at the date of Termination of this Agreement, subject to the Client’s compliance with any applicable statute or statutory provision and, if located or operating in the EEA, the Data Protection Act 1998 or any locally applicable legislation giving effect to EC Directive 95/46/EC.

6.3 Use of the Software is on the following terms:

(a)”use” of the software shall be restricted to use over the internet and for the purpose of utilising the Services only;

(b)the Client shall have no right to copy, adapt, reverse engineer, decompile, disassemble or modify the Software in whole or part except as permitted by law;

(c)the Client shall have no right to grant sub-licences of the Software; and

(d)the Client acknowledges that the Software will not be treated as goods within the meaning of the United Kingdom Sale of Goods Act 1979.

6.4 The Client undertakes not to do or permit to be done any act which would or might jeopardise or invalidate any registration of the Intellectual Property, or application for registration, nor to do any act which might assist or give rise to an application to remove any of the Intellectual Property from an official register or which might prejudice the right or title of kpass to the Intellectual Property.

6.5 The Client will not make any representation or do any act which may be taken to indicate that it has any right title or interest in or to the ownership or use of any of the Intellectual Property except under the terms of this Agreement, and acknowledges that nothing contained in this Agreement shall give the Client any right, title or interest in or to the Intellectual Property save as granted hereby.

6.6 All use of the Intellectual Property (including the Trade Mark) by the Client shall be for the benefit of kpass and the goodwill accrued to the Client arising from its use of the Intellectual Property (including the Trade Mark)(but no greater or other goodwill) shall accrue to and be held in trust by the Client for kpass which goodwill the Client agrees to assign to kpass at its request and own cost at any time, whether during or after the term of this Agreement.

6.7 The Client shall use the Trade Mark in the form stipulated by kpass from time to time and shall observe any reasonable directions given by kpass as to colours and size of the representations of the Trade Mark and their manner and disposition on the Client’s products, packaging, labels, wrappers and any accompanying leaflets, brochures or other material. The Client shall be responsible for ensuring that all other requirements relating to labelling, packaging, advertising, marketing and other such matters are complied with.

6.8 The use of the Trade Mark by the Client shall at all times be in keeping with and seek to maintain its distinctiveness and reputation as determined by kpass and the Client shall cease any use to the contrary as kpass may require.

6.9 The Client shall not use any mark or name confusingly similar to the Trade Mark in respect of any of its goods or use the Trade Mark as part of any corporate business or trading name or style.

6.10 The foregoing obligations as to intellectual property rights shall remain in full force and effect notwithstanding any termination of the Agreement.

6.11 If the Client becomes aware that any other person, firm or company alleges that the Trade Mark is invalid or that use of the Trade Mark infringes any rights of another party or that the Trade Mark is otherwise attacked or attackable the Client shall immediately give kpass full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.

6.12 kpass shall have the conduct of all proceedings relating to the Intellectual Property and shall in its sole discretion decide what action if any to take in respect of any infringement or alleged infringement of the Intellectual Property or passing off or any other claim or counterclaim brought or threatened in respect of the use or registration of the Intellectual Property. The Client shall not be entitled to bring any action relating to the Intellectual Property in its own name.

7. Confidentiality

7.1 The Client agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential and will not without the prior written consent of kpass disclose to any third party any information of a confidential nature (including the Data, trade secrets, the provisions of this Agreement and information of commercial value) which may become known to it from kpass and which relates to kpass, any of its affiliates or customers unless such information is public knowledge or already known to such party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of such party from a third party.

7.2 The restrictions at clause 7.1 shall not apply in respect of any disclosure to: (a)their own employees which need to know the confidential information and which are bound by similar confidentiality restrictions; or (b)to either parties’ legal advisors, a court, governmental body or applicable regulatory body; or (c)organisations providing hosting and communications services to either party where such disclosure is incidental to the services provided and where those organisations are bound by similar confidentiality restrictions.

7.3 For the avoidance of doubt, neither party shall disclose at any stage to any third party any confidential, business or future plans of the other party, including but not limited to the commercial terms of the Agreement unless a public disclosure, press statement or similar release or any advertising, publicity or promotional document has been specifically agreed to by a duly authorised representative of kpass.

7.4 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of the Agreement.

8. kpass’s Warranties and Liability

8.1 kpass warrants to the Client that the Services will be provided using reasonable care and skill.

8.2 Nothing in this Agreement shall limit either parties’ liability for death or personal injury howsoever caused or for fraudulent misrepresentation.

8.3 kpass shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Data which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or for any act or omission of a consumer.

8.4 Subject to clause 8.2 and save as expressly provided in these Terms, eTickets to shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term (including those relating to satisfactory quality or fitness for purpose), or any duty at common law, or under the express terms of the Agreement, for (i)loss of profit, (ii)loss of revenue, (iii)loss of savings or anticipated savings, (iv)loss of data, (v)loss of use of software or data, (vi)loss or waste of management or staff time, (vii)any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of kpass, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client.

8.5 Subject to clause 8.2, the entire liability of kpass under or in connection with the Agreement shall not exceed the amount of the Charges received by kpass from the Client in the preceding 3 months.

9. Force Majeure

Neither party shall be responsible to the other party in circumstances where some or all of the obligations under the Agreement cannot be performed due to circumstances outside the reasonable control of the defaulting party, including an Act of God, change in legislation, fire, explosion, flood, accident, strike, lockout or other industrial dispute, war, terrorist act, riot, civil commotion, failure of public power supplies, failure of communication facilities, default of suppliers or sub-contractors, or the inability to secure computer processing facilities (including those of the necessary quality or security), obtain SMS text messaging services, obtain materials or supplies and, in all cases, the inability to do so except at increased prices (whether or not due to such causes). However, if such circumstances persist for more than 28 days, the non-defaulting party may terminate the Agreement and all Charges due to kpass up to the date of termination shall become due.

10. Suspension and Termination

10.1 kpass may suspend the provision of Services to the Client if payment of any Charges is overdue (whether or not disputed by the Client).

10.2 kpass may suspend the Services (or any part thereof) at any time without notice if in the sole opinion of kpass the use of the Services by the Client damages, or threatens, to damage the security or stability of the Data, Site, Software, Member Services or services provided by kpass to other clients.

10.3 Either party may terminate the Agreement on giving 1 month’s written notice to the other.

10.4 kpass may suspend or terminate (at kpass’s sole discretion) the Agreement (and Services) forthwith on giving written notice if: (a) notwithstanding sub-clause (b) below, the Client breaches its obligations under clauses 4.3, 4.4 or 5.1 to 5.4 inclusive; or (c) if the Client commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 14 days after being required by written notice so to do; or (d) if the Client becomes insolvent or bankrupt, enters into an arrangement with creditors, has a receiver or administrator appointed or its directors or shareholders pass a resolution to suspend trading, wind up or dissolve the company other than for the purposes of amalgamation or reconstruction or it ceases, or threatens to cease, trading; or (e) if kpass is unable to continue providing the Services for reasons beyond its reasonable control.

10.5 Any termination of the Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to at law or under the Agreement and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision of the Agreement which is expressly or by implication intended to come into or continue in force on or after such termination including the warranties and indemnities contained in the Agreement.

11. Effects of termination

11.1 Upon termination of the Agreement for whatever reason: (a) there shall be no refund of any element of the Charges; (b) all unpaid Charges shall become immediately due (including on a pro rata basis where part of a periodic charge charged in arrears is due); (c) kpass will be under no obligation to retain any Data; and (d) all provisions of the Agreement which in order to give effect to their meaning need to survive its termination shall remain in full force and effect thereafter including for the avoidance of doubt, clauses 3, 4, 5.5, 6, 7, 8, 12, 14 & 15 of these Terms.

12. Disputes

12.1 In the event of any dispute or difference arising between the parties in connection with this Agreement, senior representatives of the parties shall, within 10 days of written notice being given by either party to the other, meet in good faith at a neutral venue of kpass’s choosing in England in an effort to resolve the dispute.

12.2 Any proceedings relating to any dispute shall take place in England and be conducted in the English language.

13. Transfer and Sub-contracting

13.1 kpass may at its sole discretion assign, transfer, sub-contract or deal in any other manner with all or any of its rights under this Agreement or any part thereof to a third party.

13.2 The Client may not assign, sub-contract, sub-license or otherwise dispose of this Agreement or any part thereof or purport to do the same without the prior consent in writing of kpass.

14. Communication & Notices

14.1 The Client hereby undertakes to have, and keep kpass informed of, a valid and regularly monitored contact e-mail address for the duration of this agreement. The Client will be deemed to have read notices sent to this contact e-mail address and kpass may act on that basis. Unless otherwise notified kpass’s contact e-mail address is support@kpass

14.2 A notice required to be given by either party to the other under these terms shall be given in writing and shall be given in person or addressed to the other party at its registered office, principal place of business or such other physical or electronic address as may at the relevant time have been notified pursuant to this provision to the party giving the notice (and clause 14.1 shall be effective) – save that notices or proceedings relating to a dispute shall be given in person or by post.

14.3 Any such notice shall be deemed to have been received: (i) if delivered personally, at the time of delivery; (ii) if sent by post within England, 2 Business Days after posting; and (iii) if sent by airmail 5 Business Days after posting; Providing that if deemed receipt occurs before 9am or after 5pm on a Business Day then the notice shall be deemed to have been given on the next Business Day. For the purposes of this clause on a “Business Day” means any day which is not a Saturday, Sunday or a public holiday in England and/or the place to which the notice is sent.

15. General

15.1 The Agreement constitutes the entire agreement between the parties, supersedes any previous agreement or understanding and may not be varied except in writing between the parties. The Client acknowledges that it has not relied upon any representations other than those contained in this Agreement. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

15.2 kpass may at its sole discretion, change or modify the Terms or Services upon giving the Client 30 days’ written notice of the same. Within 7 days of receiving such notice the Client may notify kpass in writing that it wishes to terminate this Agreement with effect from the date of any proposed change to the Terms or Services and kpass may then choose to alter the Terms or withdraw the notice.

15.3 The parties warrant that they have the power and authority to enter into the Agreement and perform its obligations under the Agreement.

15.4 The Agreement shall not be deemed to create any partnership or employment relationship between the parties.

15.5 Save for any holding company, subsidiary or associated company of kpass and any proprietor of the Intellectual Property, a person who is not party to the Agreement shall have no right or otherwise to enforce any term of the Agreement.

15.6 No act, failure or delay to act, or acquiescence by kpass in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by kpass of any breach of the Agreement by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

15.7 If any provision of these terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected.

15.8 The Agreement shall be considered to be a contract made in England and English law shall apply in all respects to this Agreement and the parties agree to submit to the exclusive jurisdiction of the English courts.