This Ticket Services Agreement ("Agreement" or "TSA") is a legal and binding agreement between Ketro Technologies Limited, operating as "Ketro", and you ("you" or "the Client").

This Agreement governs the terms and conditions under which you engage Ketro to provide inventory management, ticket sales, and event ticketing services within Nigeria only. It also sets out the terms governing the sale of Tickets through Ketro and any other services Ketro may provide to you.

This Agreement incorporates Ketro's Terms of Use, Data Privacy Policy, and Refund Policy (as amended from time to time), which are available on the Ketro website. These policies form an integral part of this Agreement and are incorporated by reference.

BY ACCESSING OR USING KETRO'S SERVICES, YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM SHALL BE GOVERNED BY THIS AGREEMENT, INCLUDING THE TERMS OF USE, REFUND POLICY, AND PRIVACY POLICY.

1. Definitions

In this Agreement, unless the context otherwise requires:

• "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 business.
• "Chargeback" means the reversal of a transaction or request for repayment initiated by an issuing bank, payment scheme, or financial institution.
• "Customer" means any person who purchases a Ticket to an Event organised by the Client.
• "Event" means any event or activity organised and hosted by the Client within Nigeria.
• "Issuing Bank" means a financial institution authorised to issue payment cards in Nigeria.
• "Payment Scheme" means Visa, MasterCard, Verve, American Express, or any other card or payment network operating in Nigeria.
• "Services" means the ticketing and related services provided by Ketro under Clause 2.
• "Ticket" means a paper or electronic voucher entitling a holder to attend an Event.
• "Terms of Use" means the terms governing use of the Ketro website.
• "Website" means Ketro's website.

Interpretation

Unless the context otherwise requires:

• - Headings are for convenience only and do not affect interpretation.
• - Words importing the singular include the plural and vice versa.
• - References to clauses, parties, or schedules refer to those in this Agreement.
• - References to persons include individuals, companies, partnerships, and government bodies.

2. Services Provided by Ketro

Ketro agrees to provide the following services to the Client within Nigeria:

2.1 Event Listing

Ketro will list the Client's events on its platform based on information supplied by the Client, including event date, venue, ticket categories, pricing, and restrictions.

2.2 Ticket Order Processing

Ketro will process ticket sales using secure payment systems approved for use in Nigeria. Ticket proceeds, net of applicable fees, will be settled weekly or after the Event, subject to chargebacks or disputes.

2.3 Sales Records

Ketro will provide access to transaction records, sales summaries, and customer attendance data.

2.4 Customer Data Access

The Client may access customer data strictly for event management purposes and must comply with Nigerian data protection laws and this Agreement.

2.5 Support Services

Ketro will provide reasonable customer support to both Clients and Customers relating to ticket purchases and platform usage.

2.6 Transaction Processing Fees

Ketro charges a transaction fee per ticket sold, exclusive of VAT. Fees are deducted automatically before payouts.

2.7 Changes to Fees

Ketro may revise its fees upon at least five (5) Business Days' notice. Continued use of the platform constitutes acceptance.

2.8 Additional Service Fees

Additional charges may apply for services such as staffing, equipment rental, on-ground ticketing, or promotions. Such fees will be communicated in advance.

2.9 Cash Handling

Where Ketro handles cash at an Event, an agreed cash-handling fee shall apply.

2.10 No Refund of Processing Fees

Processing fees charged on completed transactions are non-refundable, including in the event of refunds or disputes.

3. Event Restrictions

3.1 Accuracy

The Client must provide accurate and complete event information.

3.2 Disclosure

All restrictions (age limits, capacity, entry conditions) must be clearly disclosed at listing.

3.3 Legal Compliance

All Events must comply with applicable Nigerian laws and regulations.

4. Chargebacks and Settlements

4.1 Chargebacks

Ketro may deduct Chargebacks from the Client's balance or previously settled funds.

4.2 Client Obligation

Any Chargeback invoiced after settlement must be paid within thirty (30) days.

4.3 No Obligation to Contest

Ketro is not required to dispute or investigate Chargebacks.

4.4 Reserve

Ketro may withhold up to five percent (5%) of ticket revenue for up to ninety (90) days after an Event to cover Chargebacks.

5. Refunds and Cancellations

5.1 Client Responsibility

The Client is solely responsible for refunds, exchanges, and customer communication regarding cancellations or postponements.

5.2 Notice of Cancellation

Event cancellations must be communicated to Ketro at least five (5) Business Days before the Event.

6. Client Indemnification

The Client agrees to indemnify and hold Ketro harmless against any claims, losses, damages, or liabilities arising from:

• Breach of this Agreement
• - Negligent or unlawful acts of the Client
• - Misrepresentation of event details
• - Data protection breaches
• - Event cancellation or mismanagement

7. Advance Ticket Sales

7.1 Eligibility

Advance ticket sales may be approved by Ketro at its discretion.

7.2 Exclusivity

Where approved, Ketro shall be the exclusive ticketing partner for the Event.

7.3 Fees and Interest

Ketro may charge interest or fees on advance ticket proceeds, payable within thirty (30) days after the Event.

7.4 Deductions

All applicable fees may be deducted before payout.

7.5 Settlement

Net proceeds shall be paid to the Client within thirty (30) days after Event completion.

8. Limitation of Liability

8.1 No Party to Event Transactions

Ketro is not a party to transactions or disputes between the Client and Customers.

8.2 Excluded Damages

Ketro shall not be liable for loss of profit, data, revenue, or business interruption.

8.3 Sole Remedy

The Client's sole remedy is discontinuation of platform use.

9. Platform Use and Disclaimer

Ketro provides services "as-is" without warranties. Platform availability and accuracy are not guaranteed.

10. Confidentiality

Client shall not disclose any confidential or proprietary information received from Ketro. These obligations survive termination.

11. Representations and Warranties

The Client confirms that they:

• - Have legal authority to enter this Agreement
• - Are authorised to sell Tickets for listed Events
• - Comply with Nigerian laws
• - Own or control event content
• - Will use the platform lawfully

12. Termination

Ketro may suspend or terminate services immediately for fraud, illegality, or breach of this Agreement.

13. Miscellaneous

• - Entire Agreement
• - Amendments by notice
• - No waiver by delay
• - Severability
• - No assignment without consent
• - Independent contractor relationship

14. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Federal Republic of Nigeria.

Disputes shall be resolved amicably, failing which they shall be referred to arbitration under the Arbitration and Mediation Act 2023, seated in Lagos, Nigeria, before a single arbitrator.

Contact Us

If you have any questions about this Ticket Services Agreement, please contact us at: hello@useketro.com