General terms and conditions

THIS MERCHANT SERVICES AND TICKETING PLATFORM AGREEMENT (the “Agreement”) dated the ___ day of ________, 202_,

BETWEEN:

(1) MYCARNIVALBANDS.COM LTD, a company duly incorporated under the laws of Trinidad and Tobago, having its registered office at [●] (“MCB”); and

(2) The Seller, a company duly incorporated under the laws of Trinidad and Tobago, (“The Seller”).

MCB and the Seller are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

(A) MCB operates and provides a digital ticketing and payment processing platform, enabling event promoters to create, promote, sell tickets for events, register patrons, and collect and process payments from customers through various payment methods (the “Platform”);

(B) The Seller is engaged in the promotion, organisation and hosting of events, and desires to utilise the Platform for the purpose of managing ticket sales and processing customer payments in respect of such events;

(C) The Parties agree that MCB would provide the Services (as defined below) to the Seller in connection with the Seller’s events for the period of use of this site;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Definitions and interpretation

1.1. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below:

1.1.1. “Affiliate” has the meaning given to it in the Companies Act, Chap. 81:01 of the Laws of Trinidad and Tobago;

1.1.2. “Agreement” means this Merchant Services and Ticketing Platform Agreement, together with all schedules, appendices and any amendments hereto;

1.1.3. “Chargebacks” means any credit card chargebacks, payment reversals, disputed transactions, or similar claims initiated by a Customer or financial institution in respect of transactions processed through the Platform;

1.1.4. “Chargeback Costs” means the aggregate of (a) all Chargebacks, and (b) all associated fees, costs, penalties, assessments, re-presentment costs, processing fees, fines, and expenses incurred by MCB, its payment processor partners, financial institutions, or card schemes in connection with such Chargebacks;

1.1.5. “Confidential Information” has the meaning given at Clause 17.1;

1.1.6. “Customers” means any individual or entity purchasing tickets, registering for, or otherwise making payments in respect of Events through the Platform;

1.1.7. “Effective Date” means the ____ day of ________, 202__;

1.1.8. “Events” means any event, show, party, or function organised, promoted, or hosted by THE SELLER in respect of which the Services are utilised;

1.1.9. “Event Proceeds” means the gross amounts collected from Customers in respect of ticket sales or registrations for Events through the Platform;

1.1.10. “Fees” means all Platform Fees and Service Fees any other amounts payable to MCB under this Agreement;

1.1.11. “Net Proceeds” means the Event Proceeds less (a) Fees, (b) Chargeback Costs, (c) refunds, reversals and adjustments, and (d) any other deductions permitted under this Agreement;

1.1.12. “Payment Processor Partners” means third-party payment processors, merchant acquirers, card schemes, financial institutions, or other service providers engaged by or through MCB to facilitate payment processing services;

1.1.13. “Payment Scheme Rules” means the rules, regulations, operating guidelines, and requirements issued by any card schemes, payment networks, alternative payment frameworks, or Payment Processor Partners, as amended from time to time.

1.1.14. “Platform” means the online ticketing and payment processing system made available by MCB as part of the Services.

1.1.15. “Platform Fees” has the meaning given in the Schedule annexed hereto;

1.1.16. “Reserve” means any amount of Event Proceeds or other funds held, withheld, retained, or set aside by MCB (whether before or after payout) as a security deposit or risk mitigation measure, in such amount and for such duration as MCB may determine in its sole discretion, to cover actual or anticipated liabilities of THE SELLER under this Agreement, including (without limitation) Chargebacks, Chargeback Costs, refunds, cancellations, customer disputes, fraud risk, fines, penalties, or any other financial exposure.

1.1.17. “Services” means the online ticketing and payment processing services provided by MCB to THE SELLER, including the provision of the Platform to enable the creation, promotion, and sale of tickets, registration of Customers, and collection and processing of Event Proceeds;

1.1.18. “Service Fee” has the meaning given in the Schedule annexed hereto;

1.1.19. “Taxes” means any sales, value added, withholding, or other taxes, duties, levies, or governmental charges applicable to the transactions contemplated under this Agreement, excluding taxes on MCB’s income.

1.2. Interpretation

In this Agreement, unless the context otherwise requires:

1.2.1. headings are for convenience only and shall not affect the interpretation of this Agreement;

1.2.2. words importing the singular include the plural and vice versa;

1.2.3. references to a “person” include any individual, company, partnership, or other legal entity;

1.2.4. references to “including” or “includes” shall be deemed to be followed by “without limitation”;

1.2.5. references to any law or regulation include any amendment, re-enactment, or replacement thereof;

1.2.6. this Agreement shall not be construed against any Party by reason of that Party having drafted or prepared it.

2. Effective Date And Term

2.1. Effective Date

This Agreement is made as of the Effective Date.

2.2. Retrospective Effect

Notwithstanding the Effective Date, the Parties expressly agree that this Agreement shall apply retrospectively to govern all Services provided by MCB to THE SELLER in connection with the Events for the period commencing 1 October 2024, and all rights, obligations, liabilities, deductions, and entitlements of the Parties arising during such period shall be deemed to have arisen under and be governed by the terms of this Agreement.

2.3. Term

Subject to earlier termination in accordance with this Agreement, this Agreement shall continue in full force and effect until the Seller stops using the site and all liabilities and obligations under this agreement are discharged.

3. Appointment and scope of services

3.1. Appointment

THE SELLER hereby appoints MCB, on a non-exclusive basis, to provide the Services in connection with the Events, and MCB hereby accepts such appointment, subject to the terms and conditions of this Agreement.

3.2. Scope of Services

MCB shall provide THE SELLER with access to and use of the Platform, for the purpose of:

3.2.1. creating, listing, and managing Events;

3.2.2. promoting and facilitating the sale of tickets or registrations for Events;

3.2.3. registering Customers and managing attendee information;

3.2.4. collecting, processing, and facilitating payments from Customers through various payment methods, including credit cards, debit cards, and alternative payment channels; and

3.2.5. generating transaction records, sales reports, and related data in respect of Events.

3.3. Nature of Platform Services

THE SELLER acknowledges and agrees that:

3.3.1. MCB provides the Platform, as a technology and payment facilitation service, and does not organise, manage, host, or control any Event;

3.3.2. MCB may, in its discretion, engage Payment Processor Partners and other third-party service providers to perform or support the provision of the Services;

3.3.3. the Services may be modified, updated, or enhanced from time to time, provided that such modifications do not materially diminish the core functionality of the Platform.

3.4. No Guarantee of Performance

MCB does not guarantee any minimum level of ticket sales, revenue, attendance, or performance of any Event, and shall not be responsible for the commercial success or failure of any Event.

4. Authority to process payments

4.1. Authorisation

THE SELLER hereby expressly authorises MCB, and any Payment Processor Partners or Affiliates engaged by MCB, to:

4.1.1. process, collect, receive, and settle payments from Customers in respect of ticket sales, registrations, and other transactions relating to the Events, including the facilities for splitting payments and the provision of credit and/or pay later facilities;

4.1.2. accept payments via credit cards, debit cards, and any other payment methods made available through the Platform;

4.1.3. act as THE SELLER’s limited payment collection agent solely for the purpose of facilitating such transactions; and

4.1.4. take such actions as are reasonably necessary to effect payment processing, including submitting transactions to financial institutions and payment networks.

4.2. Merchant of Record

THE SELLER acknowledges and agrees that:

4.2.1. THE SELLER is and shall remain the merchant of record in respect of all transactions processed through the Platform;

4.2.2. THE SELLER is solely responsible for the underlying Events, including the provision of goods and services to Customers, fulfilment of tickets, and compliance with applicable laws;

4.2.3. all transactions processed through the Platform shall be deemed to be transactions between THE SELLER and the relevant Customer.

4.3. Limited Agency

The Parties agree that:

4.3.1. MCB acts solely as a limited agent of THE SELLER for the purpose of processing and facilitating payments;

4.3.2. MCB does not assume any obligation to provide banking, deposit-taking, or financial services to THE SELLER;

4.3.3. any amounts collected by MCB or its Payment Processor Partners on behalf of THE SELLER shall not constitute a deposit or fiduciary holding for THE SELLER, and THE SELLER shall have no proprietary interest in such funds until remitted in accordance with this Agreement.

4.4. Compliance with Payment Scheme Rules

THE SELLER shall comply with all Payment Scheme Rules, including (without limitation):

4.4.1. submitting only bona fide transactions;

4.4.2. not engaging in prohibited or restricted transactions; and

4.4.3. complying with all applicable laws relating to payment processing and consumer protection.

5. Customer relationship and Merchant responsibility

5.1. Merchant Responsibility

THE SELLER acknowledges and agrees that it is solely responsible for:

5.1.1. the organisation, promotion, and operation of the Events;

5.1.2. the accuracy, completeness, and legality of all Event information, including ticket pricing, descriptions, dates, venues, and terms applicable to Customers;

5.1.3. the fulfilment of all tickets sold, including admission to Events and delivery of any goods or services associated therewith;

5.1.4. establishing, communicating, and administering all policies relating to refunds, cancellations, postponements, and customer disputes, subject always to applicable law and the terms of this Agreement; and

5.1.5. compliance with all applicable laws, regulations, and licensing requirements relating to the Events and the sale of tickets.

5.2. Customer Relationship

THE SELLER acknowledges that:

5.2.1. all contracts for the purchase of tickets or registrations are entered into directly between THE SELLER and the Customer;

5.2.2. MCB is not a party to any such contract and shall have no liability to Customers in respect of the Events;

5.2.3. THE SELLER shall be solely responsible for handling all customer service matters, including inquiries, complaints, disputes, refunds, and claims arising out of or in connection with the Events.

5.3. Honour of Transactions

THE SELLER shall unconditionally accept, honour, and fulfil all valid transactions confirmed through the Platform, including all ticket purchases and registrations made by Customers, and shall not refuse entry or service to any Customer holding a valid confirmation, except where required by law or expressly permitted under this Agreement.

5.4. No Responsibility of MCB for Events

To the fullest extent permitted by law, MCB shall not be responsible or liable for:

5.4.1. any cancellation, postponement, or modification of any Event;

5.4.2. any failure by THE SELLER to perform or deliver any Event or related services;

5.4.3. any loss, damage, injury, or claim suffered by any Customer in connection with an Event.

6. Fees and deductions

6.1. Fees

In consideration of the provision of the Services, THE SELLER shall pay to MCB all applicable Fees, and any other agreed charges in respect of ticket sales and use of the Platform [and all applicable payment processing fees, bank charges, and third-party costs incurred in connection with the processing of transactions]

6.2. Deduction of Fees

THE SELLER hereby irrevocably authorises MCB to deduct all Fees directly from Event Proceeds at the time of processing, settlement, or payout, without the need for further consent or notice.

6.3. Net Settlement Basis

All amounts payable to THE SELLER shall be calculated and remitted on a net basis, being the Net Proceeds, after deduction of:

6.3.1. Fees;

6.3.2. Chargebacks and Chargeback Costs;

6.3.3. refunds, reversals, and adjustments; and

6.3.4. any other amounts payable or recoverable by MCB under this Agreement.

6.4. Adjustment of Fees

MCB reserves the right to adjust its Fees upon reasonable prior notice to THE SELLER, provided that any such adjustment shall not apply retrospectively to tickets already sold unless otherwise agreed in writing.

6.5. Taxes

THE SELLER shall be solely responsible for determining, collecting, reporting, and remitting all Taxes applicable to the Events and the sale of tickets. MCB shall not be responsible for any Taxes arising in connection with THE SELLER’s activities, and THE SELLER shall indemnify MCB against any liability in respect thereof.

7. Invoicing and payouts

7.1. Invoicing Requirement

THE SELLER shall submit invoices to MCB (or to such designated Payment Processor Partner as may be notified by MCB) in respect of Event Proceeds due to THE SELLER, in such form and with such supporting information as MCB may reasonably require.

7.2. Condition to Payment

THE SELLER acknowledges and agrees that no payout of any Event Proceeds shall be due or payable unless and until:

7.2.1. a valid invoice has been submitted in accordance with Clause 7.1; and

7.2.2. MCB is satisfied, acting reasonably, that all applicable conditions under this Agreement have been met, including (without limitation) completion of the relevant Event, verification of transactions, and assessment of any actual or anticipated risks.

7.3. Timing of Payouts

Subject to Clauses 7.1 and 7.2, MCB shall remit to THE SELLER payouts of Net Proceeds within five (5) Business Days following the latest of:

7.3.1. completion of the relevant Event; and

7.3.2. receipt of a valid invoice from THE SELLER; and

7.3.3. Completion of all activities reasonably required in connection with remittance of the payouts, including any operational, settlement (including but not limited to settlement of funds by relevant banks or financial institutions), reconciliation, risk and compliance matters.

7.4. Net Settlement

All payouts shall be made strictly on a net basis, in accordance with Clause 6.3, and shall be subject to:

7.4.1. all deductions, withholdings, Reserves, and set-offs permitted under this Agreement; and

7.4.2. any delays or adjustments required by Payment Processor Partners, financial institutions, or applicable laws.

7.5. Method of Payment

Payouts shall be made to the bank account or payment method designated by THE SELLER. THE SELLER shall be solely responsible for ensuring that all payment details provided are accurate and up to date, and MCB shall not be liable for any loss arising from incorrect or incomplete payment information.

7.6. No Entitlement to Early Payment

THE SELLER acknowledges that it has no entitlement to receive any Event Proceeds prior to the completion of the relevant Event, and any advance or early payment (if made) shall be at MCB’s sole discretion and may be withheld, adjusted, or recalled in accordance with this Agreement.

7.7. Reconciliation and Statements

MCB may provide THE SELLER with transaction reports or statements summarising ticket sales, deductions, and payouts. Unless THE SELLER notifies MCB in writing of any discrepancy within seven (7) days of receipt, such reports shall be deemed accepted and final.

8. Chargebacks and Chargeback Costs

8.1. Responsibility for Chargebacks

THE SELLER shall be solely responsible for all Chargebacks arising in connection with the Events and all transactions processed through the Platform, regardless of the reason for such Chargebacks, including (without limitation) customer disputes, fraud, non-delivery, cancellation, or dissatisfaction.

8.2. Liability for Chargeback Costs

THE SELLER shall promptly reimburse and indemnify MCB, its affiliates, and its Payment Processor Partners for all Chargeback Costs incurred in connection with any Chargebacks.

8.3. Recovery of Chargebacks and Chargeback Costs

MCB shall be entitled, in its sole discretion, to recover all Chargebacks and Chargeback Costs by:

8.3.1. deducting such amounts from Event Proceeds, Net Proceeds, or any other funds held by or payable to THE SELLER (including any Reserve);

8.3.2. setting off such amounts against any sums otherwise due to THE SELLER under this Agreement or any other arrangement between the Parties; and/or

8.3.3. invoicing THE SELLER for any shortfall, which THE SELLER shall pay within five (5) Business Days of demand.

8.4. Chargeback Management

8.4.1. THE SELLER hereby authorises MCB to manage, respond to, accept, settle, or dispute any Chargebacks on THE SELLER’s behalf in such manner as MCB may determine in its sole discretion, taking into account commercial considerations, likelihood of success, and applicable Payment Scheme Rules.

8.4.2. THE SELLER shall provide all information, documentation, and cooperation reasonably requested by MCB in connection with the investigation or defence of any Chargeback.

8.5. No Obligation to Contest Chargebacks

MCB shall have no obligation to contest or re-present any Chargeback and shall not be liable for any decision to accept, settle, or decline to dispute any Chargeback.

8.6. Continuing Liability

THE SELLER’s obligations under this Clause 8 shall survive termination or expiry of this Agreement and shall continue until all Chargebacks and Chargeback Costs have been fully satisfied.

9. Withholding, reserves and set-off

9.1. Right to Withhold Funds

MCB shall be entitled, at any time and in its sole discretion, to withhold, delay, or suspend any payout of Event Proceeds or Net Proceeds otherwise due to THE SELLER where MCB reasonably considers such action necessary to:

9.1.1. cover actual or anticipated Chargebacks or Chargeback Costs;

9.1.2. cover refunds, cancellations, reversals, or customer disputes;

9.1.3. mitigate fraud risk or suspected unlawful activity;

9.1.4. address breaches or potential breaches of this Agreement; or

9.1.5. comply with applicable laws, Payment Scheme Rules, or requirements of Payment Processor Partners.

9.2. Establishment of Reserve

MCB may, at any time and in its sole discretion, establish, maintain, increase, reduce, or release a Reserve, in such amount and for such duration as MCB determines necessary to secure THE SELLER’s obligations under this Agreement and to protect against financial, legal, or reputational risk.

9.3. 11.3 Application of Reserve

MCB shall be entitled to apply any Reserve toward:

9.3.1. payment of Chargebacks and Chargeback Costs;

9.3.2. refunds or reimbursements to Customers;

9.3.3. satisfaction of any amounts owed by THE SELLER under this Agreement; and

9.3.4. any other liabilities, losses, costs, or expenses incurred by MCB arising out of or in connection with the Events or THE SELLER’s use of the Services.

9.4. Right of Set-Off

MCB shall have the right, at any time and without prior notice to THE SELLER, to set off any amounts owed by THE SELLER to MCB against:

9.4.1. any Event Proceeds or Net Proceeds;

9.4.2. any Reserve; and

9.4.3. any other funds held by or payable to THE SELLER under this Agreement or otherwise.

9.5. No Liability for Exercise of Rights

MCB shall not be liable to THE SELLER for any loss, damage, or delay arising from the exercise of its rights under this Clause 9, including any withholding, reserve, or set-off action taken in good faith.

9.6. Continuing Rights

The rights of MCB under this Clause 9 shall survive the expiry or termination of this Agreement and shall continue for so long as any actual or potential liabilities of THE SELLER remain outstanding.

10. Refunds, cancellations and non-performance

10.1. Responsibility for Refunds

THE SELLER shall be solely responsible for all refunds to Customers in respect of the Events, including refunds arising from cancellations, postponements, changes, disputes, or any failure to deliver the Event or related services.

10.2. Refund Policy

THE SELLER shall establish, maintain, and clearly communicate to Customers a refund and cancellation policy in compliance with applicable law. Notwithstanding the foregoing, such policy shall not limit THE SELLER’s obligations under this Agreement or relieve THE SELLER of liability for refunds where required.

10.3. No Obligation to Release Funds

MCB shall have no obligation to release any Event Proceeds or Net Proceeds to THE SELLER in respect of:

10.3.1. any Event that is cancelled, postponed, or not performed; or

10.3.2. any Event in respect of which MCB reasonably believes there is a risk of cancellation, non-performance, or customer claims,

unless and until MCB is satisfied that adequate provision has been made for all refunds and liabilities associated with such Event.

10.4. Right to Withhold and Apply Funds

MCB shall be entitled, in its sole discretion, to:

10.4.1. withhold any Event Proceeds, Net Proceeds, or Reserve; and

10.4.2. apply such funds toward the payment of refunds, Chargebacks, or other liabilities arising in connection with the Events.

10.5. Right to Effect Refunds

10.5.1. To protect its commercial interests and the integrity of the Platform, MCB shall have the right (but not the obligation), at its sole discretion, to initiate or process refunds directly to Customers, including without THE SELLER’s prior consent, where MCB considers it necessary or appropriate.

10.5.2. THE SELLER shall remain fully liable for all such refunds and shall reimburse MCB for any shortfall.

10.6. Obligation to Reimburse Shortfall

If the funds held by MCB (including any Reserve) are insufficient to cover refunds, Chargebacks, or other liabilities, THE SELLER shall immediately, and in any event within five (5) Business Days of demand, remit to MCB all amounts required to satisfy such shortfall.

10.7. No Liability of MCB

MCB shall not be liable for any decision to withhold funds, delay payment, or process refunds under this Clause 10, and THE SELLER shall indemnify MCB against any claims arising therefrom.

11. Risk protection and reputational safeguards

11.1. Right to Suspend or Restrict Services

MCB shall be entitled, at any time and in its sole discretion, to suspend, restrict, or limit THE SELLER’s access to the Platform or any part of the Services, including the ability to process transactions or receive payouts, where MCB reasonably considers such action necessary to:

11.1.1. manage financial, legal, or operational risk;

11.1.2. address suspected fraud, misconduct, or unlawful activity;

11.1.3. respond to customer complaints, disputes, or adverse transaction patterns;

11.1.4. comply with applicable laws, Payment Scheme Rules, or requirements of Payment Processor Partners; or

11.1.5. protect the integrity, security, or reputation of MCB or the Platform.

11.2. Right to Withhold or Retain Funds

Without prejudice to Clause 9 (Withholding, Reserves and Set-Off), MCB shall be entitled to withhold, retain, or delay any Event Proceeds, Net Proceeds, or Reserve where MCB reasonably considers it necessary to protect against:

11.2.1. anticipated refunds, Chargebacks, or disputes;

11.2.2. potential cancellation or non-performance of Events;

11.2.3. reputational harm arising from the Events or THE SELLER’s conduct; or

11.2.4. any other actual or contingent liability.

11.3. Reputational Protection

MCB shall have the right to take such actions as it considers reasonably necessary to protect its brand, reputation, and commercial standing, including:

11.3.1. suspending or removing Events from the Platform;

11.3.2. declining to process transactions for particular Events; and

11.3.3. implementing restrictions or conditions on THE SELLER’s use of the Services.

11.4. No Liability for Risk-Based Actions

MCB shall not be liable to THE SELLER for any loss, damage, delay, or interruption arising from the exercise of its rights under this Clause 11, provided that such actions are taken in good faith.

11.5. Continuing Effect

The rights of MCB under this Clause 11 shall survive termination or expiry of this Agreement for so long as any risk, liability, or exposure in connection with the Events or transactions remains outstanding.

12. Obligation to reimburse / top-up

12.1. General Obligation to Reimburse

THE SELLER shall promptly reimburse MCB for all amounts incurred, paid, or payable by MCB in connection with the Events or THE SELLER’s use of the Services, including (without limitation):

12.1.1. Chargebacks and Chargeback Costs;

12.1.2. refunds to Customers;

12.1.3. fines, penalties, or assessments imposed by Payment Processor Partners or regulatory authorities;

12.1.4. losses arising from fraud, disputed transactions, or non-performance; and

12.1.5. any other amounts recoverable by MCB under this Agreement.

12.2. Top-Up Obligation

Where the funds held by MCB (including any Event Proceeds, Net Proceeds, or Reserve) are insufficient to satisfy any amounts referred to in Clause 12.1, THE SELLER shall immediately upon demand, and in any event within five (5) Business Days, pay to MCB such additional amounts as are necessary to fully discharge such liabilities.

12.3. Continuing Liability

THE SELLER’s obligations under this Clause 12 shall apply whether arising before or after payout, and shall continue notwithstanding that:

12.3.1. any Event Proceeds have already been remitted to THE SELLER;

12.3.2. the relevant Event has concluded; or

12.3.3. this Agreement has expired or been terminated.

12.4. Recovery Rights

Without prejudice to any other rights or remedies available to MCB, MCB shall be entitled to recover any amounts owed by THE SELLER under this Clause 14 by:

12.4.1. exercising its rights of withholding, Reserve, and set-off under Clause 9;

12.4.2. issuing an invoice for immediate payment; and/or

12.4.3. pursuing recovery through legal proceedings or other enforcement action.

12.5. No Limitation

The obligations of THE SELLER under this Clause 12 shall be unlimited in amount and shall not be subject to any cap, restriction, or limitation unless expressly agreed in writing.

12.6. Interest on Late Payments

Any amount not paid by THE SELLER when due under this Agreement shall accrue interest from the due date until the date of actual payment (both before and after judgment) at a rate of twelve percent (12%) per annum, calculated daily and compounded monthly, or such lower rate as may be the maximum permitted by applicable law.

13. Indemnity

13.1. Indemnity by THE SELLER

THE SELLER shall indemnify, defend, and hold harmless MCB, its affiliates, directors, officers, employees, agents, and Payment Processor Partners (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, damages, claims, demands, actions, proceedings, costs, and expenses (including legal fees on a full indemnity basis) arising out of or in connection with:

13.1.1. any Event, including its organisation, promotion, cancellation, postponement, or non-performance;

13.1.2. any breach by THE SELLER of this Agreement, including any representation, warranty, or obligation herein;

13.1.3. any claim by a Customer, service provider, venue, or third party arising from or relating to the Events;

13.1.4. any Chargebacks or Chargeback Costs;

13.1.5. any fraud, negligence, wilful misconduct, or unlawful act or omission by THE SELLER or its personnel;

13.1.6. any failure by THE SELLER to comply with applicable laws, Payment Scheme Rules, or regulatory requirements; and

13.1.7. any refunds, reimbursements, or liabilities arising from disputes with Customers.

13.2. Scope of Indemnity

The indemnity under this Clause 13 shall apply whether or not the relevant claim arises from:

13.2.1. the negligence or fault of THE SELLER; and

13.2.2. any act or omission of MCB taken in accordance with this Agreement, including the exercise of its rights to withhold funds, establish Reserves, process refunds, or manage Chargebacks,

provided that MCB has acted in good faith.

13.3. Defence and Control

MCB shall have the right, but not the obligation, to assume the defence and control of any claim subject to indemnity under this Clause 13. THE SELLER shall provide all reasonable cooperation and assistance in connection with such defence.

13.4. Payment on Demand

THE SELLER shall promptly indemnify and reimburse the Indemnified Parties upon demand for any losses, costs, or expenses incurred, without the need for MCB to first establish liability to any third party.

14. Limitation of liability

14.1. Exclusion of Indirect Loss

To the fullest extent permitted by law,

14.1.1. MCB shall not be liable to THE SELLER for any indirect, incidental, consequential, special, or punitive or exemplary loss or damage, including (without limitation) loss of profits, loss of revenue, loss of business, loss of goodwill, costs of lost or damaged data or documentation, customers, opportunities, goodwill, use or liabilities to third parties, or loss of anticipated savings, arising out of or in connection with this Agreement or the Services, whether in contract, strict liability, tort (including negligence), or otherwise, and regardless of whether the Parties knew or had reason to know of the possibility of the loss, injury or damage in question.

14.1.2. neither MCB nor any of its Affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with:

(a) the Seller’s inability to use the Services, including as a result of any (i) termination or suspension of this agreement or the Seller’s use of or access to the Services, (ii) MCB’s discontinuation of any or all of the Services, or, (iii) any unanticipated or unscheduled downtime of all or a portion of the Services for any reason;

(b) the cost of procurement of substitute goods or services;

(c) any investments, expenditures, or commitments by the Seller in connection with this Agreement or the Seller’s use of or access to the Services; or

(d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of the Seller’s content or other data. At the same time, MCB does make reasonably best efforts to ensure safe, uninterrupted and consistent use of the Services by the Seller (without third parties’ interference) and guard the Seller’s content or other confidential information from any unatuthorized access to, alternation, deletion, destruction, damage, loss of or failure to store or leakage to any third party.

14.2. Cap on Liability

Subject to Clause 14.3, the total aggregate liability of MCB to the Seller arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees actually received by MCB from the Seller under this Agreement in the three (3) month period preceding the event giving rise to the claim.

14.3. Exclusions from Limitation

Nothing in this Agreement shall limit or exclude:

14.3.1. any liability of the Seller under Clauses 8 (Chargebacks), 10 (Refunds), 12 (Reimbursement / Top-Up), or 13 (Indemnity);

14.3.2. the Seller’s obligation to pay Fees or any other amounts due under this Agreement; or

14.3.3. any liability which cannot be limited or excluded by applicable law.

14.4. Platform and Third-Party Services

MCB shall not be liable for any loss or damage arising from:

14.4.1. the acts or omissions of Payment Processor Partners, financial institutions, or third-party service providers;

14.4.2. any delay, interruption, or failure in payment processing, telecommunications systems, or the Platform beyond MCB’s reasonable control;

14.4.3. any data breaches, outages, losses, or non-compliance with industry-specific regulations that may occur; or

14.4.4. any suspension, restriction, or action taken by MCB in accordance with this Agreement.

14.5. Disclaimers

The Services are provided “as is.” Except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, MCB and its Affiliates and licensors:

14.5.1. make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the service offerings or the third-party content; and

14.5.2. disclaim all warranties, including any implied or express warranties (i) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, (ii) arising out of any course of dealing or usage of trade, (iii) that the Services or third-party content will be uninterrupted, error free or free of harmful components, and (iv) that any content will be secure or not otherwise lost or altered.

15. Representations and warranties

15.1. Mutual Representations

Each Party represents and warrants to the other that:

15.1.1. it is duly incorporated or organised and validly existing under the laws of its jurisdiction of incorporation;

15.1.2. it has the full right, power, and authority to enter into and perform its obligations under this Agreement; and

15.1.3. the execution and performance of this Agreement does not and will not violate any agreement, law, or obligation binding upon it.

15.2. Representations and Warranties of the Seller

the Seller represents and warrants that:

15.2.1. all information provided to MCB in connection with the Events, including ticket volumes, pricing, event details, and projected sales, is true, accurate, and not misleading;

15.2.2. it has obtained and shall maintain all necessary licences, permits, approvals, and authorisations required to organise and conduct the Events and to sell tickets;

15.2.3. the Events and all associated activities comply with all applicable laws, regulations, and Payment Scheme Rules;

15.2.4. it has the legal right to organise, promote, and sell tickets for the Events, and to grant the rights contemplated under this Agreement;

15.2.5. it shall not engage in any fraudulent, misleading, or unlawful activity in connection with the Events or the use of the Services;

15.2.6. it shall only submit bona fide transactions for processing and shall not process any prohibited or restricted transactions; and

15.2.7. it has the financial capacity to meet its obligations under this Agreement, including the ability to cover refunds, Chargebacks, and other liabilities.

15.3. Disclaimer of Warranties by MCB

To the fullest extent permitted by law, the Services and the Platform are provided on an “as is” and “as available” basis, and MCB makes no representations or warranties of any kind, whether express or implied, including (without limitation):

15.3.1. any warranty of merchantability, fitness for a particular purpose, or non-infringement;

15.3.2. any warranty that the Platform will be uninterrupted, error-free, secure, or free from defects; or

15.3.3. any warranty as to the results or performance of the Services.

16. Non-Disparagement

16.1. Neither Party, including by its directors, officers, employees, agents, contractors or shareholders, shall, during or after the Term, make, publish, endorse, encourage or authorise any statement, communication, post, broadcast, comment or representation which is false, misleading, derogatory, disparaging or materially harmful to the other Party, its directors, officers, employees, contractors, advertisers, sponsors, commercial partners, brands, programmes or platforms.

16.2. Nothing in this Clause prevents truthful disclosure required by law.

16.3. The obligations under this Clause 16 shall survive termination or expiry of this Agreement.

17. Confidentiality

17.1. Confidential Information

For the purposes of this Agreement, “Confidential Information” means all non-public information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether in written, oral, electronic, or other form, including (without limitation):

17.1.1. business, financial, and commercial information;

17.1.2. customer data, transaction data, and pricing information;

17.1.3. technical information relating to systems, processes, or the Platform; and

17.1.4. the terms of this Agreement,

and any other information which, by its nature or the circumstances of disclosure, ought reasonably to be regarded as proprietary or sensitive.

17.2. Obligation of Confidentiality

The Receiving Party shall:

17.2.1. keep all Confidential Information strictly confidential;

17.2.2. use such Confidential Information solely for the purposes of performing its obligations under this Agreement; and

17.2.3. not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under this Clause 17.

17.3. Permitted Disclosures

The Receiving Party may disclose Confidential Information:

17.3.1. to its affiliates, employees, professional advisers, and contractors on a need-to-know basis, provided that such persons are bound by confidentiality obligations no less stringent than those contained herein;

17.3.2. to Payment Processor Partners, financial institutions, or service providers where necessary for the provision of the Services; or

17.3.3. where required by law, regulation, or court order, provided that (to the extent legally permissible) the Disclosing Party is given prior notice of such disclosure.

17.4. Exclusions

Confidential Information shall not include information which:

17.4.1. is or becomes publicly available other than through a breach of this Agreement;

17.4.2. was lawfully in the possession of the Receiving Party prior to disclosure;

17.4.3. is lawfully received from a third party without restriction; or

17.4.4. is independently developed without reference to the Confidential Information.

17.5. Data Use and Aggregation

Notwithstanding the foregoing, MCB shall be entitled to use and disclose aggregated and anonymised data derived from transactions processed through the Platform for analytics, reporting, and business purposes, provided that such data does not identify the Seller or any Customer.

17.6. Survival

The obligations under this Clause 17 shall survive termination or expiry of this Agreement for a period of five (5) years, or such longer period as may be required by applicable law.

18. Termination

18.1. Termination for Convenience

18.1.1. MCB may terminate this Agreement, in whole or in part, at any time upon written notice to the Seller.

18.1.2. the Seller may terminate this Agreement upon not less than one hundred and twenty (120) days’ prior written notice to MCB.

18.2. Termination for Cause

MCB may terminate this Agreement immediately upon written notice to the Seller if:

18.2.1. the Seller commits a breach of this Agreement which is not capable of remedy or, if capable of remedy, is not remedied within five (5) Business Days of notice;

18.2.2. the Seller fails to pay any amount due under this Agreement when due;

18.2.3. MCB reasonably considers that the Seller’s activities expose MCB to financial, legal, regulatory, or reputational risk;

18.2.4. the Seller engages in any fraudulent, unlawful, or prohibited activity;

18.2.5. any Payment Processor Partner or financial institution requires or directs MCB to suspend or terminate the Services;

18.2.6. the Seller becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation (whether voluntary or compulsory), has a receiver, trustee, or similar officer appointed over any of its assets, or makes any arrangement or composition with its creditors; or

18.2.7. the Seller experiences, in MCB’s reasonable opinion, an excessive level of Chargebacks, refunds, disputes, or customer complaints which exposes MCB to financial or reputational risk.

18.3. Suspension as Alternative to Termination

Without prejudice to its rights under Clause 18.2, MCB may elect to suspend the Services or the Seller’s access to the Platform in lieu of termination.

18.4. Effect of Termination

Upon termination or expiry of this Agreement:

18.4.1. the Seller’s right to access and use the Platform shall immediately cease;

18.4.2. MCB may continue to withhold, retain, or apply funds, including any Reserve, in accordance with this Agreement;

18.4.3. all outstanding amounts owed by the Seller shall become immediately due and payable;

18.4.4. MCB shall be entitled to delay or withhold any payouts until all actual or anticipated liabilities (including Chargebacks, refunds, and disputes) have been satisfied; and

18.4.5. the Seller shall continue to be liable for all obligations arising prior to or following termination, including under Clauses 8, 9, 10, 12, 13 and 16.

18.5. Survival

Any provision of this Agreement which by its nature is intended to survive termination or expiry shall remain in full force and effect, including (without limitation) provisions relating to payment obligations, Fees, Chargebacks, Chargeback Costs, Reserves, refunds, indemnities, confidentiality, limitation of liability, and dispute resolution.

19. Notices

19.1. Form of Notice

Any notice, demand, request, or other communication required or permitted to be given under this Agreement (each, a “Notice”) shall be in writing and shall be deemed duly given if delivered:

19.1.1. by hand;

19.1.2. by courier; or

19.1.3. by email,

to the relevant Party at its address or email address specified below (or such other address as may be notified in writing from time to time).

19.2. Addresses for Service

For the purposes of this Clause 19, the Parties’ contact details shall be:

MCB:

Address: [●]

Email: [●]

Attention: [●]

the Seller:

Address: [●]

Email: [●]

Attention: [●]

19.3. Deemed Receipt

A Notice shall be deemed to have been received:

19.3.1. if delivered by hand or courier, on the date of delivery;

19.3.2. if sent by email, on the date of transmission, provided that no delivery failure notification is received, and if sent outside of normal business hours, on the next Business Day.

19.4. Validity of Email Notices

The Parties agree that Notices sent by email shall be valid and binding for all purposes under this Agreement, including notices of termination, provided that such Notices comply with this Clause 19.

20. Governing law and jurisdiction

20.1. Governing Law

This Agreement and any dispute, controversy, or claim arising out of or in connection with it (including any non-contractual obligations) shall be governed by and construed in accordance with the laws of the Republic of Trinidad and Tobago.

20.2. Jurisdiction

The Parties irrevocably agree that the courts of the Republic of Trinidad and Tobago shall have exclusive jurisdiction to hear and determine any dispute, controversy, or claim arising out of or in connection with this Agreement.

20.3. Submission to Jurisdiction

Each Party hereby irrevocably submits to the jurisdiction of the courts of the Republic of Trinidad and Tobago and waives any objection to proceedings in such courts on the grounds of venue or forum non conveniens.

21. Miscellaneous

21.1. Entire agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, negotiations, and communications, whether written or oral.

21.2. No partnership or agency

Nothing in this Agreement shall be deemed to create any partnership or joint venture between the Parties. Except as expressly provided in Clause 4 (Authority to Process Payments), neither Party shall be deemed to be the agent of the other or have authority to bind the other.

21.3. Amendment

This Agreement may only be amended or modified by a written document signed by both Parties.

21.4. Waiver

No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor shall any single or partial exercise preclude any further exercise thereof.

21.5. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

21.6. Assignment

21.6.1. the Seller shall not assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of MCB.

21.6.2. MCB may assign or transfer this Agreement, in whole or in part, to any affiliate or in connection with a merger, restructuring, or sale of its business, upon written notice to the Seller.

21.7. Further assurance

Each Party shall, at its own cost, execute and deliver such further documents and do such further acts as may be reasonably required to give full effect to this Agreement.

21.8. Counterparts and electronic execution

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and may be executed and delivered by electronic signature (including, without limitation, by PDF, scanned signature, or via electronic signature platforms), and any such electronic signature shall be deemed to be an original signature and shall be legally binding and effective for all purposes.