Ticket Services Agreement

1. DEFINITIONS

"Agreement"

means this Ticket Services Agreement.

"Business Days"

means any day (other than a Saturday, Sunday, or public holiday declared by the Federal Government of Nigeria) on which banks in Nigeria are open for ordinary banking business.

"Chargeback"

means the reversal of a transaction or request for repayment in respect of a transaction previously settled that comes from the issuing bank, payment scheme, or other financial institution.

"Client"

means an Event Organizer or Hall Manager who uses Nimboon's services.

"Customer" or "Attendee"

means a person who purchases a Ticket to an Event or books a venue through the Platform.

"Event"

means any gathering, performance, conference, concert, or experience organized and hosted by the Client.

"Event Organizer"

means a Client who creates, manages, and hosts events on the Platform.

"Hall Manager"

means a Client who lists and manages venue spaces on the Platform.

"Platform"

means Nimboon's website, mobile applications, and all related services.

"Services"

means the services to be provided by Nimboon as described in clause 2 of this Agreement.

"Ticket"

means a digital voucher (whether electronic or otherwise) that indicates that a Customer or holder of the Ticket is entitled to admission to an Event.

"Venue" or "Hall"

means a physical location or space listed by a Hall Manager for booking by Event Organizers.

2. SERVICES PROVIDED BY NIMBOON

Nimboon agrees to provide the following services to the Client:

2.1 Event Listing and Management

Nimboon will list the Client's events on its Platform, ensuring public visibility for Ticket sales through our website and mobile applications. The Client will submit event details, including date, location, Ticket types, pricing, capacity, and any applicable restrictions. Nimboon provides tools for event management, including attendee tracking, QR code generation for check-ins, and real-time sales analytics.

2.2 Ticket Order Processing

Nimboon will process Ticket sales on behalf of the Client, handling Customer transactions through secure payment gateways. All payments are processed in Nigerian Naira (NGN), and funds are transferred to the Client according to our weekly settlement schedule (see clause 2.6). Nimboon supports multiple ticket types, assigned seating options, and capacity management.

2.3 Venue Booking Services

For Hall Managers, Nimboon provides a marketplace to list venues, manage availability calendars, receive booking requests from Event Organizers, and process payments. For Event Organizers, Nimboon facilitates venue discovery, booking requests, and payment processing for venue rentals.

2.4 Sales Records and Analytics

Nimboon will provide the Client with sales histories and reports for Ticket transactions and venue bookings, including detailed purchaser manifests for each event, real-time sales tracking, and comprehensive analytics through the Platform dashboard.

2.5 Customer Data Access

The Client will have access to customer data for the purposes of managing Ticket sales, venue bookings, and event logistics, provided that they comply with applicable data protection laws, including the Nigeria Data Protection Regulations 2019, and the terms of this Agreement.

2.6 Transaction Processing Fees and Settlements

Weekly Settlement Schedule:

• All settlements for Event Organizers and Hall Managers are processed every Friday
• This includes all transactions completed on or before the preceding Thursday
• Transactions completed Monday through Thursday: Settled on Friday
• Transactions completed Friday through Sunday: Settled on the following Friday
• Funds are transferred directly to your registered bank account
• You must have a verified bank account on file to receive settlements

2.7 Support Services

Nimboon offers customer support for both Event Organizers, Hall Managers, and Ticket purchasers, assisting with any issues that may arise in connection with event listing, venue bookings, Ticket sales, or payment processing. Support is available through the Platform, email, and in-app messaging.

2.8 Giveaway and Engagement Tools

Nimboon provides tools for Event Organizers to create and manage giveaways, including trivia games, puzzles, and social challenges, to promote events and engage with potential attendees. These tools are integrated with the Platform and may be subject to additional terms.

2.9 Changes to Fees

Nimboon reserves the right to adjust its fee structure. In the event of any changes, Nimboon will notify the Client a minimum of five (5) business days prior to the effective date of the new fee structure. If the Client continues to use the Platform after the notice period, it is considered an acceptance of the updated fees.

2.10 No Processing Fee Refunds

Nimboon will not refund any fee charged for processing an original transaction to the Customer if the transaction is refunded or subject to a dispute. Platform commission fees are non-refundable in all circumstances.

3. EVENT AND VENUE RESTRICTIONS

3.1 Accurate Information

The Client must submit complete and accurate event or venue details when listing on the Nimboon Platform. This includes, but is not limited to, event dates, times, locations, Ticket types, pricing, venue capacity, amenities, and any applicable restrictions or conditions.

3.2 Disclosure of Restrictions

The Client is responsible for clearly stating any restrictions related to their events or venues at the time of submission. This includes, but is not limited to, age limits, capacity restrictions, accessibility limitations, prohibited items, dress codes, or other conditions of admission or booking.

3.3 Compliance with Laws

The Client shall ensure that any restrictions imposed on events or venues are lawful and in full compliance with all applicable federal, state, and local regulations, including but not limited to safety regulations, licensing requirements, and consumer protection laws.

4. CHARGEBACKS AND SETTLEMENTS

4.1 Responsibility for Chargebacks

The issuing bank or payment scheme may impose Chargebacks for certain transactions. Nimboon may debit or deduct the amount of any Chargeback from the Client's balance, including reversing payments already made to the Client in accordance with our weekly settlement schedule.

4.2 Client's Obligation to Pay

If a Chargeback occurs after settlement, the Client is responsible for paying the amount due within thirty (30) days of being invoiced by Nimboon. Failure to do so may result in the suspension of services or termination of this Agreement.

4.3 No Investigation Obligation

Nimboon is not required to investigate the validity of Chargebacks imposed by the issuing bank or payment scheme. The Client is responsible for providing evidence to dispute Chargebacks if they believe them to be invalid.

4.4 Reserve Amount

Nimboon reserves the right to withhold a reserve of up to 5% of total sales for up to ninety (90) days after an event or booking completion to settle potential Chargebacks, disputes, or refunds.

5. REFUNDS AND CANCELLATIONS

5.1 Client Responsibility

The Client is responsible for establishing and communicating their refund policy to Customers. The Client is responsible for issuing any refunds or exchanges directly to customers, including refunds related to event cancellations, postponements, or venue booking cancellations. Nimboon does not process refunds on behalf of Clients.

5.2 Cancellation Notification

The Client must notify Nimboon of any event cancellations or significant changes at least five (5) Business Days before the scheduled event. For venue bookings, Hall Managers must notify Event Organizers and Nimboon of any cancellations as soon as possible. Failure to provide adequate notice may result in penalties or removal from the Platform.

5.3 Platform Commission on Refunds

6. CLIENT INDEMNIFICATION

The Client agrees to indemnify and hold Nimboon harmless against all claims, damages, losses, penalties, judgments, or fees arising from:

• The Client's breach of any representation or warranty made in this Agreement
• The negligent or intentional acts or omissions of the Client, their customers, agents, employees, or contractors
• Any inaccurate, misleading, or unlawful event or venue information provided by the Client, except where such claims result from Nimboon's unauthorized actions or negligence
• Breach of personal data shared with the Client or failure to comply with data protection regulations
• Cancellation of any Events or venue bookings by the Client
• Any disputes between the Client and Customers regarding refunds, event quality, or venue conditions

7. LIMITATION OF LIABILITY

7.1 Exclusion of Liability

Nimboon is not a party to any transactions or disputes between the Client and its customers. Nimboon excludes any liability for fraudulent transactions by customers, operational disruptions, external factors beyond its control, or issues arising from the Client's events or venues.

7.2 Excluded Damages

Nimboon will not be liable for any direct, indirect, incidental, consequential, or exemplary damages, including but not limited to:

• Loss of anticipated profits, sales, revenue, or data
• Business interruption or operational failure
• Any third-party theft, destruction, or unauthorized access to the Client's data or equipment
• Event quality, safety, or execution issues
• Venue conditions or suitability

7.3 Sole Remedy

The Client's sole remedy for dissatisfaction with the Platform is to discontinue use of the Services. Nimboon's total liability for any claim shall not exceed the amount the Client paid to Nimboon in the 12 months preceding the claim.

8. PLATFORM USE AND DISCLAIMER OF WARRANTIES

8.1 Use of Platform

The Client agrees to use the Nimboon Platform solely for legitimate event management, Ticket sales, venue bookings, and related purposes, and not for any unlawful, harmful, or unethical purposes.

8.2 Disclaimer of Warranties

9. CONFIDENTIALITY AND NON-DISCLOSURE

9.1 Confidentiality Obligations

The Client acknowledges that Nimboon shares confidential and proprietary information, such as customer data, sales records, business strategies, and Platform features, in the course of providing services. The Client agrees not to disclose, sell, or distribute any Confidential Information to third parties without Nimboon's prior written consent.

9.2 Permitted Disclosures

Confidential Information may only be disclosed to legal advisers or required authorities, provided the Client gives Nimboon prior notice before such disclosure, except where such disclosure is required by law.

9.3 Survival of Obligation

The confidentiality obligations under this section will survive the termination of this Agreement.

10. REPRESENTATIONS AND WARRANTIES

The Client represents and warrants the following:

10.1 Legal Authority

The Client has the legal authority to enter into this Agreement, is at least 18 years old (or has appropriate authorization if representing a business entity), and has full authority to organize, promote, and manage the events or venues listed on the Platform.

10.2 Event or Venue Ownership

The Client is the legitimate owner, producer, or authorized representative of the events or venues listed on the Nimboon Platform and has the right to offer, sell, and honor the Tickets sold or bookings made.

10.3 Compliance with Laws

The Client's events, venues, and activities comply with all applicable federal, state, and local laws, including regulations regarding Ticket sales, event safety, venue licensing, and consumer protections.

10.4 Content Standards

All content provided by the Client for event listings or venue descriptions, including text, images, and media, is original, lawful, and does not infringe any intellectual property rights. The Client guarantees that the content does not contain objectionable material or violate the rights of third parties.

10.5 Acceptable Use

The Client agrees to use the Nimboon Platform solely for lawful purposes related to Ticket sales, event management, and venue bookings. Any misuse or violation of these terms may result in suspension or termination of services.

11. TERMINATION AND REMEDIES

11.1 Immediate Termination

Nimboon reserves the right to immediately suspend or terminate services if the Client engages in fraudulent activities, violates laws, breaches confidentiality obligations, fails to comply with this Agreement, or engages in any activity that may harm Nimboon's reputation or the Platform.

11.2 Legal Remedies

Nimboon reserves the right to pursue legal remedies for any damages or losses resulting from the Client's breach of this Agreement, including seeking indemnification and reporting unlawful activities to authorities.

11.3 Effect of Termination

Upon termination, the Client's access to the Platform will be revoked, outstanding financial obligations must be settled, and the Client will lose access to their account data (subject to legal retention requirements). Any pending settlements will be processed according to the weekly schedule, minus any applicable fees, chargebacks, or disputes.

12. MISCELLANEOUS PROVISIONS

12.1 Entire Agreement

This Agreement, together with Nimboon's Terms of Service, Privacy Policy, and Refund Policy, constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior discussions, agreements, and representations.

12.2 Amendments

Nimboon may, at its discretion, amend, supplement, or vary the terms of this Agreement and impose additional conditions on the provision or use of the Services. We shall provide notice of any modifications or variations through the Platform dashboard, on our website, via email, or through other reasonable means of communication.

12.3 Waiver

No failure to exercise and no delay in exercising on the part of Nimboon any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.

12.4 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.5 Assignment

The Client shall not, either voluntarily, by operation of law, or otherwise, assign any of its rights or delegate any of its duties under this Agreement without the written consent of Nimboon. Nimboon may assign its rights and obligations under this Agreement without the Client's consent.

12.6 Communication

Any notice or other communication between the Parties under this Agreement may be delivered personally, sent by prepaid post or courier, or by electronic mail to the accepted email addresses of the Parties as registered on the Platform.

12.7 Independent Contractor

The Parties acknowledge and agree that Nimboon shall act as an independent contractor, and not as a partner or agent of the Client, in providing the Services detailed in this Agreement. The Client shall not use the logo, branding, or any other intellectual property of Nimboon without the prior written consent of Nimboon. Nothing in this Agreement shall be construed as creating any agency, partnership, or employment relationship between the Parties.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law

This Agreement is governed by the laws of the Federal Republic of Nigeria, and any disputes will be resolved in accordance with Nigerian law.

13.2 Dispute Resolution

If a dispute arises between the Parties in connection with the interpretation, implementation, or operation of this Agreement which cannot be resolved amicably by the Parties within a fourteen (14) day period from a formal notice of a dispute by either of the Parties, the Parties and their legal representatives will promptly meet to consider whether there is a possibility of resolution by mediation or conciliation.

13.3 Arbitration

If the Parties do not agree to refer a dispute to mediation or conciliation, the Parties shall refer the dispute to arbitration in accordance with the Arbitration and Mediation Act 2023. The arbitration shall take place in Lagos, and arbitral proceedings shall be conducted by a single arbitrator appointed by the Parties. Should the Parties fail to agree on an arbitrator within five (5) days after the matter was referred to arbitration, the arbitrator shall be appointed by the President for the time being of the Chartered Institute of Arbitrators (UK) (Nigeria Branch) at the request of either Party to the dispute.

The Parties undertake to carry out the arbitration award without delay. Awards shall be final and binding on the Parties from the date they are made, and judgment upon any arbitral award may be entered in any court having jurisdiction. This clause shall not preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction.

14. ACKNOWLEDGMENT

15. CONTACT INFORMATION

For questions, concerns, or notices regarding this Agreement: