Tixel

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Seller and Buyer Terms of Use

About these Terms

Tixel Pty Ltd (ACN 625 710 581) (Tixel, we, us, our), owns, operates and maintains this Website and the content contained therein, and asserts copyright in such content.

These user terms, the Privacy Policy and any other terms applicable to the Services that the User uses from time to time (collectively referred to as the ‘Terms’) constitute the entire agreement between the User and us in relation to their subject matter and apply to any person who establishes an Account with us and receives Services or otherwise uses the Website or any of the Services. The Terms supersede any course of dealing, discussions or representations between the User and us and any earlier terms and conditions. The User acknowledges that we may require the User to accept additional terms and conditions in relation to specific Services.

By creating an Account, using the Services or accessing or using the Website or an Account, the User agrees to be bound by these Terms. Should the User object to any of our Terms or other notices on the Website, as amended or updated from time to time, the User’s sole option is to immediately cease use of the Website and the Services.

We reserve the right to change these Terms at any time by publishing such updated terms on our Website. This may include changes needed to reflect changes to the Law, changes to our terms of supply, or changes to the Website or Services or to their features or functionality. The User’s continued use of the Services or Website constitutes the User’s acceptance of these Terms as amended from time to time. If there is a conflict or inconsistency between these Terms and any changed terms, the changed terms will prevail to the extent of the conflict or inconsistency.

If the User does not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have, including taking any action in the future.

Unless otherwise defined, capitalised words used in these Terms have the following meaning:

  • Account’ means an account established with us pursuant to these Terms by a User, through the Website or otherwise;
  • Buyers’ has the meaning given in clause 1.1 of these Terms;
  • Event’ means the event, activity or spectacle to which a Ticket relates;
  • Event Organiser’ means the person or entity responsible for organising the Event;
  • Law’ means any applicable law, regulation or legal, judicial or administrative process, an order of a court, or the rules of a government authority, a semi-government authority or judicial body, or pursuant to an audit or examination by a regulator, including the listing and other rules of a recognised stock exchange;
  • Listing’ has the meaning given in clause 1.1 of these Terms;
  • Privacy Policy’ means our privacy policy which is available from the Website, as amended from time to time;
  • Sellers’ has the meaning given in clause 1.1 of these Terms;
  • Services’ has the meaning given in clause 1.1 of these Terms;
  • Ticket Provider’ means the original person or entity from whom the Ticket was purchased by the Seller;
  • User’ and ‘the User’ means any person who uses the Website or any of the Services and any person who accesses or uses the Website or Services on behalf of that person, and includes Buyers and Sellers; and
  • Website means tixel.com including all password protected areas and subdomains of such website and all related top-level domains, mobile sites, apps, APIs and widgets.

1. Services provided by Tixel

1.1 Tixel operates the Website as an online platform and marketplace to facilitate communication between Users who wish to sell tickets (Sellers) via a listing on the Website (Listing) and other Users who wish to buy Tickets (Buyers). Tixel’s services are limited to making the Website available in accordance with these Terms and all other services made available by Tixel to Users on or through the Website or otherwise (Services).

1.2 While the Services may include the provision of a waitlist for a particular Event, Tixel makes no guarantee that it will send updates to or otherwise notify Users who have elected to join such waitlist.

1.3 Tixel’s Services are limited to tickets which meet the requirements set out in clause 5.8 of these Terms (Ticket).

1.4 While Tixel uses reasonable efforts to validate the authenticity of each Ticket and Listing, it does not warrant the authenticity or validity of Tickets or that the Ticket has not been cancelled by the Event Organiser or Ticket Provider. Further, Tixel makes no representations as to the success or the likely success of any sale or proposed sale of a Ticket.

1.5 Tixel does not endorse, approve or induce the sale and purchase of Tickets in breach of any third party terms and conditions and does not encourage any non-compliance with contractual terms imposed by such third party.

2. Access to and use of the Website and Services

2.1 Tixel grants the User a non-exclusive, non-transferable, right to access the Website and to use the Services in accordance with these Terms.

2.2 Users must not:

  1. modify or copy any materials provided or made available to them by Tixel or other Users through the Website (Materials);
  2. use the Materials for any commercial purpose or for any public display (commercial or non-commercial);
  3. attempt to decompile or reverse engineer any software contained on the Website or any part of the Services;
  4. remove any copyright or other proprietary notations from the Materials; or
  5. transfer the Materials to another person or replicate the Materials on any other server.

2.3 A User’s right to use the Services under these Terms shall automatically terminate if that User breaches any of these Terms. Upon termination, the User must cease using the Services, they will have no right to view the Website, and any downloaded materials in that User’s possession or control, whether in electronic or printed format, must be permanently destroyed.

2.4 Tixel may in its sole and absolute discretion and without notice to Users:

  1. alter or withdraw any functionality on the Website;
  2. withdraw or suspend access to all or any part of the Website and any Account;
  3. monitor the use of the Website;
  4. subject to any applicable Laws, treat any material that Users transmit or display as non-confidential and non-proprietary; and
  5. edit or remove any material that Users may have uploaded, posted, emailed or otherwise transmitted to the Website.

2.5 Users must not, in connection with the use of the Website:

  1. act in a manner which:
    1. is contrary to any Law or any third party’s rights, or which may encourage a person to act in a way which is contrary to any Law or any third party’s rights;
    2. may result in damage to the Website or any property or equipment of Tixel, its directors, employees, contractors or agents;
    3. may restrict, disrupt or inhibit any other user from using or enjoying the Website;
    4. endangers the health or safety of any person; or
    5. may cause an interference to any business conducted by Tixel;
  2. upload, post, email or otherwise transmit any of the following to, or through, the Website:
    1. confidential material which is not required for use of the Services;
    2. misleading or deceptive material;
    3. material which the User does not have a right to upload, post, email or otherwise transmit, such as material which is protected by copyright, patent, trade mark, service mark, or any other proprietary right, without first obtaining express permission from the owner of the material or relevant right holder and providing with the material appropriate acknowledgement of existence of the right and the permission of the right holder; or
    4. material which contains a virus, or other harmful or potentially harmful code;
  3. alter, damage or delete any material on the Website;
  4. hold themselves out as having any authority to act on behalf of us; or
  5. collect or store personal information about other users in a manner which is inconsistent with these Terms.

2.6 Users must obey any lawful directions or instruction from Tixel in using the Website and the Services.

2.7 Users consent to Tixel’s use of transaction monitoring and fraud detection techniques to ensure the integrity of the Website.

3. Accounts

3.1 In order to commence selling Tickets via the Website, a Seller must first register a personal, individual Account by creating a username and a password and by providing such information as may be required by Tixel from time to time. If required by Tixel to verify an Account, Tixel may also require a User to provide an official form of identification.

3.2 Account names must not be misleading or deceptive, offensive, or in violation or any Law or third party rights.

3.3 Tixel may, at its sole discretion and for any or no reason, refuse registration of, or cancel an Account.

3.4 Sellers are solely responsible for activity on the Account and shall be responsible for maintaining the confidentiality of their Account password. The sharing of an Account with a third party is expressly prohibited.

4. Listings and Ticket pricing

4.1 Prior to listing Tickets, Sellers should carefully consider the legal rights and obligations that may arise under these Terms and any other terms which may apply between the Seller and a Buyer arising from the sale of the Tickets.

4.2 The Listing of a Ticket is free of charge for the Seller. The Seller will only be charged fees by Tixel (excluding any additional fees and charges which may be charged for non-compliance by the Seller in accordance with clause 5.9 below) if effective transfer of the Ticket occurs.

4.3 If the Ticket uploaded by the Seller does not display the price paid by the Seller to purchase such Ticket, Sellers must specify the original cost of the ticket which guarantees the same entry or seat class as the Ticket. If required by Tixel, the Sellers must provide, and continue to provide, information regarding any potential charges which may apply to enable a Buyer to use the Ticket, including for example, transfer fees, name change fees or other third party fees.

4.4 Sellers are solely responsible for creating their Listings within the format required by Tixel, and for setting the price for each Ticket. The Seller must set a price which includes all taxes and delivery costs associated with selling the Ticket (other than fees payable to Tixel by the Buyer, which are dealt with in clause 4.6) and which must not exceed any cap imposed by Tixel or any other limit prescribed by applicable Laws or these Terms (Listing Price). Tixel will not be involved in this process and will have no influence over the determination of the Listing Price. To that end, in determining the Listing Price, the Seller should have regard to the amount it expects to receive from the transaction, as well as applicable taxes and charges associated with the transaction, the fees payable by the Seller to Tixel for the Service, and the limits prescribed by applicable Laws in relation to ticket resales.

4.5 Tixel’s Seller fees (i.e. applicable fees and charges payable by the Seller to Tixel for the Services) will be deducted from the Seller’s Listing Price upon sale of the Ticket.

4.6 Tixel’s Buyer fees (i.e. applicable fees and charges payable by the Buyer to Tixel for the Services) will be automatically added to the Listing Price when the Buyer proceeds to checkout to purchase the Ticket through the Website and will together form the final and total sale price payable by the Buyer for the Ticket (Sale Price).

4.7 The content and material related to a Listing shall not contain unauthorised third party intellectual property, or unauthorised material that is subject to other third-party proprietary rights.

4.8 Tixel may, at its sole discretion and for any or no reason, delete, edit, modify, reformat, excerpt, or translate any material or content related to a Listing.

4.9 Unless otherwise approved by Tixel, each Listing will be presented on the Website until completion of the Event.

4.10 Users acknowledge that Tixel may establish general practices and limits concerning use of the Services, including without limitation, the maximum period of time that data or other content will be retained by Tixel and the maximum storage space that will be allocated to a Listing.

4.11 Tixel may, at its sole discretion and for any reason or no reason, terminate and/or remove any Listing at any time without notice to the User.

5. Sellers

5.1 By creating a Listing, Sellers are making a binding offer to sell that Ticket to a Buyer who purchases the Ticket for the Sale Price. When a Buyer accepts an offer by purchasing a Ticket through our Website or Services, Sellers are contractually bound to provide a Ticket which meets the requirements set out under clause 5.8(a) of these Terms, for the Sale Price, which can be delivered by one of the methods specified by clause 5.2 below and within the required delivery timeframe in accordance with these Terms.

5.2 Delivery of the Ticket to the Buyer may occur via one of the following methods:

  1. If the Ticket is in its original form and has not been reissued by the Event Organiser and/or Ticket Provider, Tixel will pass the Ticket to the Buyer (as it has been uploaded by the Seller) via Tixel platform;
  2. If the Ticket must be reissued to the Seller by the Event Organiser and/or Ticket Provider, the Seller must complete all steps required to ensure that such reissued Ticket is delivered to the Buyer in accordance with the timeframes specified in clause 5.3; or
  3. If Tixel has been authorised or enabled by the Event Organiser and/or Ticket Provider to deliver the new Ticket to the Buyer, delivery will be undertaken by Tixel.

5.3 To the extent that the Seller is responsible for delivery of the Ticket to the Buyer, the Seller must ensure that the Ticket is delivered to the Buyer within 24 hours of purchase by the Buyer, unless the purchase takes place within 24 hours of the commencement time of the Event, in which case the Seller must deliver the Ticket to the Buyer immediately. If the Seller fails to deliver the Ticket to the Buyer within such timeframes, then the Seller acknowledges that Tixel may cancel the transaction and the Seller may be charged additional fees, lose the right to receive payment for those Tickets, or have their bank account debited by Tixel and/or the payment merchant (including by way of chargeback).

5.4 Following publication of the Listing on the Website, Sellers must review the details of the Listing to ensure that it presents a true and correct description of the Tickets in each Listing, including information such as the Event name, location, ticket type, Event date, section and row (if applicable) and any other relevant information associated with the Ticket, the Event and/or allocated seat for the Event e.g. restricted view, family section, age restrictions, no alcohol permitted, concessions or any other restriction or qualification on the use of those tickets. To the extent that such details change, the Seller is responsible for ensuring that the Listing is updated to reflect such change.

5.5 Tixel may prepopulate some of the required fields when a Seller enters the unique identification information of a Ticket during the Listing process for ease of use, however, the Seller remains responsible for ensuring all details in the Listing comply with the requirements set out in these Terms.

5.6 It is the Seller’s responsibility to ensure compliance with any legal restrictions placed on the resale of the Ticket, whether in the Seller’s home city, state, territory or country or in any other city, state, territory or country. Tixel is not responsible for Sellers’ compliance with any such applicable Laws. If resale of the Ticket is not permitted under the original terms of sale or the terms applicable to such Ticket, then the Seller is prohibited from listing it for sale on the Website. Tixel does not accept any liability for Tickets listed in breach of any terms or conditions applicable to such Tickets and Sellers shall remain solely responsible to the relevant parties (including the Event Organiser, Event promoter, Ticket Provider or Buyer) for any consequences of Listing a Ticket in breach of such terms and conditions.

5.7 Failure to provide full and accurate details (including without limitation seat location details and Ticket restrictions) may lead to Tixel or a Buyer suffering loss or damage and Sellers agree to indemnify and hold harmless Tixel and Buyers from and against all losses, liabilities, damages, fines, expenses and costs arising out of or in connection with a Seller’s failure to provide full and accurate details of any Ticket in a Listing.

5.8 Sellers warrant to and for the benefit of Tixel, the following:

  1. Each Ticket that appears in a Listing is:
    1. authentic;
    2. fully transferrable;
    3. either "on-hand" or already ordered and guaranteed and available for immediate sale at the Sale Price;
    4. not stolen, counterfeit or in any way containing fraudulent, inaccurate or misleading information;
    5. not obtained through unauthorised framing of or linking to any website, or unauthorised use of any robot, spider or other automated device or any other illegal or unauthorised activity;
    6. not offered for sale in breach of any terms and conditions applicable to that Ticket; and
    7. not offered for sale in breach of any terms and conditions applicable to that Ticket; and
  2. In offering a Ticket for sale via Tixel Website, Sellers are complying with all applicable Laws which may be applicable to the resale of any Ticket within any relevant territory, state or country; and
  3. All information Sellers provide to Tixel when applying to become a Seller or at any time thereafter (including Listing a Ticket for sale) is true and accurate in all respects.

5.9 The Seller is responsible for monitoring Ticket inventory and ensuring all Listings are complete, accurate and up to date at all times prior to the Event and are a true, honest and not misleading account of the Ticket. Without limiting any other remedy available to Tixel under these Terms, any fraud on the part of the Seller, failure to fulfil orders (including delivery of the Ticket to the Buyer in accordance with clause 5.3 above) or a breach of these Terms by the Seller may entitle Tixel to undertake or arrange a refund to the Buyer and debit an amount (including any fees associated with such refund) from the Seller’s account.

5.10 Each Seller is considered the merchant for their own ticket sales and is liable to pay any local taxes that may applicable.

6. Buyers

6.1 Buyers should carefully read the full Listing details for each Ticket before proceeding to purchase the Ticket, including all applicable details of the Listing and/or Ticket such as those matters specified under clause 5.4 of these Terms.

6.2 Buyers should note that not all Tickets sold in a single Listing may be seated together.

6.3 Buyers click to buy a selected Ticket, enter and/or confirm payment information and confirm the purchase of the Ticket. Upon confirming a purchase, the Buyer is contractually bound to buy the selected Ticket for the Sale Price. The Sale Price includes the fees payable by the Buyer to Tixel for using the Services (refer clause 4.6 in Listings and Ticket prices section).

6.4 Buyers must make full payment for a Ticket via the methods offered by Tixel from time to time in accordance with clause 7 of these Terms. Purchases are not complete until Tixel has confirmed receipt or verification of payment and has conducted fraud checks, as required.

6.5 All payments must be made, and will be processed, in the currency specified in the relevant Listing. Unless otherwise permitted by Tixel, after the Buyer’s payment has been processed, the relevant amounts will be released to the Seller the day after completion of the Event.

6.6 Upon receipt of a purchased Ticket, Buyers must inspect the Ticket to ensure that it matches the description in the Listing. If the Ticket does not match the description in the Listing, then the Buyer must notify Tixel within 24 hours of becoming so aware (unless the Ticket is purchased within 24 hours of the commencement of the Event, in which case the Buyer should immediately notify Tixel upon discovery of the issue). Notification to Tixel must occur via such methods and using such forms as may be determined by Tixel from time to time, failing which payment may be released to the Seller.

7. Payments

7.1 Users agree to pay the applicable fees and charges associated with use of the Service, including in relation to the sale and/or purchase of a Ticket.

7.2 For any transaction through the Website, payment will be processed by Tixel’s third party payment merchant, Stripe, and will be subject to the terms and conditions published or made available by Stripe from time to time (Stripe Connect Terms and Stripe Services Agreement ). By agreeing to these Terms or continuing to operate as a User on the Website, the User agrees to be bound by the Stripe Terms. Such terms are as between the User and Stripe and do not in any way affect these Terms. The processing of the Ticket funds, including the collection, holding and release of such funds, will be a matter between the User and Stripe.

7.3 As a condition of Tixel enabling payment processing services through Stripe, the User agrees to provide Tixel accurate and complete information to enable such payments to be processed, including, if applicable, details of a bank account maintained in the relevant country specified by the User when setting up their Account. The User authorises Tixel to share with Stripe such information and transaction information related to the User’s use of the payment processing services provided by Stripe and the User acknowledges that Stripe may require additional identification from Users before they release funds into that person’s bank account.

7.4 After the Buyer’s payment has been processed, the relevant amounts will be held by Tixel and will be released to the Seller after completion of the Event unless Tixel has cancelled, or cancels, the transaction under clause 8.3.

8. Changes to or cancellation of Event or Ticket

8.1 If an Event for which Sellers have sold a Ticket via the Website is cancelled, changed or re-scheduled, any amount paid to Tixel by the Seller (i.e. the Seller’s fees paid to Tixel for Tixel’s Services and deducted from the Listing Price on sale of the Ticket) or by the Buyer (i.e. the portion of the Sale Price paid to Tixel which represents the Buyer’s fees for Tixel’s Services) is not refundable. To the extent that the Seller has already received proceeds of the Ticket sale via the Website, it is the sole responsibility of the Seller to arrange a refund to the Buyer, including by completing all steps necessary to obtain such refund or amount from the original Event Organiser or Ticket Provider and the Seller indemnifies Tixel for any loss suffered or incurred by Tixel in connection with such early release of the Ticket proceeds to the Seller. In such circumstances Tixel will use reasonable efforts to connect the Seller and the Buyer to enable them to privately arrange the refund. If the Event is cancelled or re-scheduled and the Seller has not received proceeds of the Ticket sale via the Website, then clause 8.3 applies.

8.2 Without limiting Tixel’s rights under clause 8.3: (a) if the Seller is notified of any changes to the Event and/or Ticket (including, without limitation, where alternative seats to the original seats are provided or where the Event start time changes) after a Buyer has purchased the applicable Ticket, the Seller must immediately notify Tixel and provide full details of the changes; (b) if the Seller is or ought to be aware of changes to an Event and/or Tickets and does not notify Tixel of those changes, then the Seller may be charged fees and lose the right to receive payment for the Tickets and the Seller indemnifies Tixel for any loss suffered or incurred by Tixel in connection with such change; (c) Tixel will use reasonable efforts to contact the Buyer to advise the Buyer of the changes; and (d) the Seller must cooperate fully with Tixel and the Buyer in respect of any changes to the Event and/or Ticket (including, without limitation, by permitting the Buyer to select any options offered by the Event Organiser or promoter).

8.3 If the Event is cancelled, re-scheduled or there are any changes to the Event and/or Tickets between the time the Buyer purchases the Ticket and the time of the Event, then Tixel reserves the right to cancel the transaction between the Buyer and the Seller at any time before or after the Event was originally due to take place at Tixel’s discretion. In such circumstances, any Ticket proceeds that have not been released to the Seller will be refunded to the Buyer , the Seller will not be entitled to receive any payment from Tixel or any Buyer in connection with that cancelled transaction and it will be the Seller’s responsibility to contact the Event Organiser to seek a refund or replacement ticket or other remedy in respect of the Event.

8.4 Unless otherwise required by Law, Tixel has no liability to Buyers in respect of changes to an Event and/or Tickets or cancelled Events, including (without limitation) any liability to refund the Sale Price of the applicable Ticket or other fees. In the event that Tixel contacts a Buyer about changes to an Event and/or Tickets or rescheduled Events, then the Buyer must cooperate Tixel and the Seller in respect of those changes or that rescheduling.

8.5 Unless otherwise required by Law or where Tixel has elected to cancel a transaction between Buyer and Seller under clause 8.3, Tixel has no liability to Buyers in respect of changes to an Event and/or Tickets or cancelled Events, including (without limitation) any liability to refund the Sale Price of the applicable Ticket or other fees. In the event that Tixel contacts a Buyer about changes to an Event and/or Tickets or rescheduled Events, then the Buyer must cooperate with Tixel and the Seller in respect of those changes or that rescheduling.

8.6 Nothing in this clause 8 is intended to limit, or limits, any rights Buyers may have under the Competition and Consumer Act 2010 (including under the Australian Consumer Law set out in Schedule 2 of that Act) or any other applicable consumer law.

9. Disputes

9.1 Subject to compliance with these Terms, Buyers may raise a dispute with Tixel if the Buyer is not permitted to use the Ticket or gain entry to the Event on the basis of the authenticity or validity of the Ticket.

9.2 Buyers shall not raise a dispute where:

  1. Tixel has re-issued the Buyer with a new ticket in accordance with clause 5.2(c) above;
  2. the Ticket matches the information provided in the Listing;
  3. the Ticket is valid;
  4. the Buyer is not permitted entry to the Event on some other basis other than the authenticity or validity of the Ticket;
  5. the Event to which the Ticket provided entry did not meet the Buyer’s expectations;
  6. the Buyer was subject to an additional fee or charge in relation to the Ticket or the use of the Ticket where the possibility of an additional fee or charge was disclosed in these Terms or the Listing.

9.3 Any dispute raised by the Buyer under these Terms must be raised with Tixel as soon as possible following discovery of the issue but no later than 24 hours after such discovery by the Buyer. Notwithstanding the foregoing, the Buyer should use their best endeavours to notify Tixel of the issue no later than 4pm after the Event to which the Ticket gains access.

9.4 All disputes should be raised via methods and using such forms as may be determined by Tixel from time to time.

10. Privacy

10.1 Users agree that their personal information will be collected, handled, used and stored in accordance with Tixel’s Privacy Policy, which can be accessed at tixel.com/privacy

10.2 Please refer to our Privacy Policy for more information about how we use the personal information we collect from the User.

11. Intellectual Property

11.1 The Services, the Website, its underlying code, all related technology, all content, Materials and images in any format on the Website, all enhancements, modifications and derivative works, and all intellectual property rights in the foregoing (including without limitation trade marks, copyright, logos and design marks, service marks, trade names, business names, brand names, designs, domain names and all applications and rights to apply for registration of such intellectual property rights and the right to take action against any third party for infringement of any of those intellectual property rights) anywhere in the world, whether statutory, common law or otherwise, are owned by, or licensed to Tixel.

11.2 All material and content posted or submitted by a User on the Website, including Listings are the intellectual property of that User. Each User grants a free and irrevocable licence in perpetuity to Tixel and its assigns and successors to use any part or the whole of any intellectual property, in any form, for any purpose it deems fit, including for advertising and marketing of the Website or any other products and Services offered by Tixel, its related bodies corporate, partners, advertisers, suppliers or contractors.

12. No warranties and limitation of liability

12.1 To the extent permitted by Law, Tixel excludes all representations and warranties, express or implied, other than those contained in these Terms.

12.2 If the User constitutes a ‘consumer’ under the Australian Consumer Law while using the Services, nothing in these Terms is intended to remove the User’s rights under the Australian Consumer Law, including in relation to statutory guarantees that may apply to the Services. If we are entitled to limit the remedies available to the User for breach of such guarantees, we expressly limit our liability to either supplying the affected Services again or paying the cost of supplying the Services again.

12.3 Tixel, its related bodies corporate, its directors, and its employees accept no liability (whether arising in contract, tort, negligence or otherwise) for any loss (including loss of revenue or anticipated profits, loss of goodwill, loss of business, loss of data, computer failure or malfunction), or injury or any direct, indirect, consequential, special, punitive, or other damages arising out of or in connection with:

  1. a User’s use of or inability to access or use the Services or the Website,
  2. a User’s reliance on anything contained in or omitted from the Website;
  3. any virus or other harmful, or potentially harmful, code which may be transmitted in connection with use of the Website;
  4. any information available on or through the Website or on or through any website to which there is a link from the Website; or
  5. Tixel’s negligence or the negligence of any of its related bodies corporate, directors, officers, shareholders, employees, provider institutions or agents.

12.4 Subject to these Terms and to the maximum extent permitted by Law, Tixel’s total liability shall be limited to the amount paid by a User in respect of a disputed transaction.

12.5 Users indemnify Tixel, its related bodies corporate, their officers and employees, and service providers (including Stripe) from and against all:

  1. liability to any third party, including any breach, or alleged breach, of intellectual or other proprietary rights or interests of third parties;
  2. damage to property; and
  3. other liability, claim, damage or loss;

to the extent that such injury, damage or other liability, damage or loss is attributable to the User’s negligence, breach of these Terms, or unlawful or wilful action in connection with these Terms.

12.6 The materials appearing on Tixels Website may include technical, typographical, or photographic errors. Tixel does not warrant that any of the materials on its Website are accurate, complete, or current. Tixel may make changes to the materials contained on its Website at any time without notice. Tixel does not, however, make any commitment to update the materials.

13. Links and advertising

Tixel does not endorse, is not responsible or liable for, and makes no representations as to any aspect of sites linked to or from the Website or third party advertising. All links and advertising provided are for the User’s convenience only, and Tixel is not responsible for the content of any such linked site or advertising. The inclusion of any link or advertising does not imply endorsement by Tixel of the site. Use of any such linked website or advertising is at the User's own risk.

14. Governing Law

Any claim relating to these Terms or the use of the Website or Services shall be governed by the laws of the State of Victoria, Australia, and Users agree to submit to the exclusive jurisdiction of the courts of that State.

15. Severance

If any provision of these Terms is held invalid, unenforceable, or illegal for any reason, these Terms remain otherwise in full force and effect apart from such provision which will be read down to the extent of the invalidity, unenforceability or illegality, and if it is not possible to read down the provision it, will be deemed deleted.

16. Notices

All notices under these Terms must be in writing. Tixel may contact a User by a variety of measures including, but not limited to telephone, email, SMS. By using the Website or the Services, the User consent to the use of electronic means for communications as constituting written communication.

17. Force majeure

Tixel is not responsible for failure to fulfil its obligations under these Terms due to causes beyond its control.


Organiser Terms

Tixel Pty Ltd (Tixel) enables the facilitation of ticket resales for various events, festivals and other forms of live entertainment via the Platform. The Platform provides unique functionality to event organisers via the Organiser Portal. These General Terms and Conditions apply to any person or entity who establishes an Event on the Platform or otherwise accesses or uses the Services as a promotor, sponsor, manager and/or event organiser of an Event (Event Organiser or you).

About these Terms

These General Terms and Conditions together with any Additional Terms or other terms applicable to the Event or Services that you use from time to time are expressly incorporated into these terms and conditions by reference (collectively referred to as the 'Terms'). These Terms constitute the entire agreement and understanding between the parties and supersede any terms or previous agreement between the parties in relation to its subject matter.

By creating an Event, or accessing or using the Services as an event organiser, you agree to be bound by these Terms.

If you object to any of our Terms your sole option is to cease to use the Services.

1. Definitions

1.1 Definitions

The following definitions apply to these Terms:

Additional Terms means any additional terms agreed in writing between the parties;

Authorisation means any consent, registration, filing, agreement, notice of non-objection, notarisation, certificate, licence, approval, permit, authority or exemption from, by or with a government agency;

Buyer means the buyer of a Ticket, including where applicable, the Event Organiser;

Buyer Fee means, in respect of a Transaction, the fees charged by Tixel to the Buyer from time to time;

Eventmeans each event owned, promoted, sponsored, managed and/or organised by the Event Organiser as identified in the Event Portal;

Event Settingsmeans, in respect of each Event, the product features or rules that have been applied to that Event and activated via the Platform;

Face Value means the original price of a Ticket as purchased by the Seller, including booking fees;

Insolvency Event means, in relation to a erson: (a) anything which reasonably indicates that there is a significant risk that such person is or will become unable to pay its debts as and when they fall due, including each of the following: (i) a meeting of the person's creditors being called or held; (ii) a step being taken to make the person bankrupt; (iii) an application being presented or an order made for the sequestration of the person's estate; (iv) a step being taken to wind the person up; (v) a step being taken to have a receiver, receiver and manager, administrator, controller, liquidator or provisional liquidator appointed to the person or any of its assets; (vi) the person entering into any type of agreement, composition or arrangement with, or assignment for, the benefit of all or any of its creditors; or (vii) the person ceases or threatens to cease to carry on its main business; or (b) the appointment of a receiver, receiver and manager, administrator, controller, liquidator or provisional liquidator to the person or any of its assets;

Intellectual Property Rights means any and all intellectual property rights (anywhere in the world, whether statutory, common law or otherwise) including patents, patent applications, utility models, copyright (including future copyright), trade marks, logos and design marks, service marks, trade names, business names, brand names, designs, know how, trade secrets, domain names, other names and locators associated with the world wide web, internet addresses, and including all applications and rights to apply for registration of such intellectual property rights;

Law means any law or legal requirement, including at common law, in equity, under any statute, regulation, by-law or Authorisation, and any decision, directive or requirements of any government agency;

Non-excludable Condition has the meaning given in clause 9(c);

Organiser Portal means the online portal (including APIs) accessible via the Platform which can only be accessed by the Event Organiser and which is not visible to the public;

Permitted Purpose means to access or use (i) the Services to facilitate the purchase and resale of Tickets to the Event and (ii) certain functionality within the Platform and/or Organiser Portal;

Platform means the online web-based platform (including APIs) for the resale of Tickets and the hosting of the Organiser Portal, owned and operated by Tixel;

Price Cap means the maximum percentage above the Face Value for which a Ticket can be listed for sale on the Platform;

Privacy Laws means all applicable laws that apply to the collection, use, disclosure and handling of personal information;

Representative means, in respect of a person, any director, officer, employee, agent, contractor, adviser or related party of or to that person, or any director, officer, employee, agent, contractor or adviser of or to a related party of or to that person;

Seller means the seller of a Ticket to the Event, including where applicable, the Event Organiser;

Seller Fee means, in respect of a Transaction, the fees charged by Tixel to a Seller (as may be varied from time to time);

Services means access to and use of the Platform and the Organiser Portal, and any other services which are related or ancillary thereto which are provided by Tixel from time to time, including setup and integration services and support and maintenance services;

Third Party Supplier means any sub-contractor or supplier engaged or utilised by Tixel in connection with the provision of the Services, other than a related party of Tixel;

Ticket means a ticket to an Event made available for resale via the Platform;

Transaction means the sale of a Ticket via the Platform between a Buyer and a Seller

2. Tixel responsibilities

2.1 Services and Organiser Portal

  1. During the Term, Tixel agrees to provide the Event Organiser with access to and use of the Services (including the Organiser Portal) in accordance with these Terms.
  2. The Organiser Portal will enable the Event Organiser to, amongst other things, monitor fan data, pricing insights, marketing information, sales tools and access the Event Settings.

2.2 Tixel responsibilities

In providing the Services and performing its obligations under these Terms Tixel must comply with all applicable Laws and hold all Authorisations required to provide the Services.

2.2 Third Party Suppliers

Tixel will not be liable for any failure or delay to perform or provide access to the Services to the extent that such failure or delay arises out of any failure or delay by a Third Party Supplier, including any third party hosting service.

3. Event Organiser responsibilities

3.1 Compliance with Laws

  1. The Event Organiser must:
    1. comply with all applicable Laws, including Laws applicable to Events and ticket sales;
    2. ensure that all Event Settings comply with all applicable Laws; and
    3. hold all required Authorisations in relation to each Event.
  2. The Event Organiser must immediately notify Tixel if the Event Organiser receives any complaint or third party queries relating to compliance of the Event Settings with applicable Laws. Without limiting the Event Organiser's obligations under clause 3.1(a), Tixel will use reasonable endeavours to provide support to the Event Organiser and help to mitigate any non-compliance issues in relation to an Event. If Event Settings cannot be updated directly by the Event Organiser, the Event Organiser must immediately notify Tixel to enable Tixel to implement any necessary changes on the Event Organiser's behalf.
  3. To the extent permitted by law, Tixel accepts no liability for any non-compliance of any Event or Transaction with any applicable Laws.

3.2 Information

  1. The Event Organiser must:
    1. ensure that all Tickets made available via the Platform contain accurate information and shall be correctly allocated to the Event to which the Ticket relates;
    2. immediately notify Tixel if any Event will be cancelled, rescheduled or materially altered; and
    3. otherwise promptly provide Tixel with information Tixel may reasonably require for the Organiser Portal and to facilitate Transactions, including access to appropriate members of the Event Organiser’s staff.
  2. Tixel is entitled to rely upon the accuracy and completeness of all information provided to it by or on behalf of the Event Organiser. The Event Organiser will immediately inform Tixel if it discovers that any information that has been provided is inaccurate or incomplete, or should not be relied on.

3.3 Restrictions on use

The Event Organiser must not, in accessing or using the Services:

  1. infringe the rights of any person, including any third party Intellectual Property Rights;
  2. use the Services in any manner for any illegal or criminal purpose or activity
  3. use the Services for any purpose other than the Permitted Purpose;
  4. other than as permitted by Tixel, modify, translate, make derivative works from, disassemble, reverse compile or reverse engineer any part of the Services in order to build a product that is similar or substantially the same as the Services or provides substantially the same functionality or services as the Services; or
  5. remove, deface or destroy any copyright or other rights notices used on, or in connection with the Services;
  6. act in a manner which:
    1. is contrary to any Law or any third party’s rights, or which may encourage a person to act in a way which is contrary to any Law or any third party’s rights;
    2. may result in damage to the Services or any property or equipment of Tixel, its directors, employees, contractors or agents;
    3. may restrict, disrupt or inhibit any other user from using or enjoying the Services;
    4. endangers the health or safety of any person; or
    5. may cause an interference to any business conducted by Tixel;
    6. upload, post, email or otherwise transmit any of the following to, or through, the Services (including to the Event Portal):
    7. confidential material which is not required for use of the Services;
    8. misleading or deceptive material;
    9. material which the Event Organiser does not have a right to upload, post, email or otherwise transmit, such as material which is protected by copyright, patent, trade mark, service mark, or any other proprietary right, without first obtaining express permission from the owner of the material or relevant right holder and providing with the material appropriate acknowledgement of existence of the right and the permission of the right holder; or
    10. material which contains a virus, or other harmful or potentially harmful code;
    11. alter, damage or delete any material on the Platform or Event Portal;
    12. hold themselves out as having any authority to act on behalf of Tixel; or
    13. collect or store personal information about other users in a manner which is inconsistent with these Terms.

3.4 Acknowledgement

Once the Event has been set up and enabled by Tixel on the Platform, the Event Organiser acknowledges that Tixel will not disable or otherwise remove access to Tickets to the Event via the Platform.

4. Ticket prices, fees, release and refunds

4.1 Ticket prices

  1. The Event Organiser must ensure that the Price Cap notified to Tixel and reflected in the Event Settings complies with all applicable Laws and that the Event Settings reflect the Price Cap.
  2. The Event Organiser acknowledges and agrees that Tixel will not, under any circumstances, set or impose any minimum prices for which the Tickets may be sold on the Platform.

4.2 Ticket fees

For each Transaction, Tixel is entitled to charge Buyer Fees to the Buyer and Seller Fees to the Seller.

4.3 Release of Ticket funds

  1. Subject to clause 4.3(b) and any conditions required by the third party payment gateway provider, Tixel will release Ticket funds to Sellers (less applicable fees) immediately upon completion of the Transaction.
  2. Clause 4.3(a) does not apply where:
    1. the parties have agreed in writing to an alternative arrangement for the release of ticket funds to Sellers; or
    2. the Seller has elected, via the Platform, not to receive Ticket funds prior to completion of the Event.

4.4 Ticket refunds

  1. If an Event is rescheduled and/or cancelled and a refund is required to be paid:
    1. in respect of any Transactions for which Ticket funds have been released to the Seller prior to completion of the Event, the Event Organiser must pay to Tixel the full Face Value in respect of such Tickets in immediately available funds to enable Tixel to utilise those funds to refund the Buyers; and
    2. in respect of all Transactions for which Ticket funds have not yet been released to the Seller at the time of Event rescheduling or cancellation, Tixel reserves the right to cancel the transaction between the Buyer and the Seller and any Ticket proceeds will be refunded by Tixel to the Buyer and any refund to the Seller will be a matter as between the Event Organiser and the Seller.
  2. Tixel will provide to the Event Organiser reasonable assistance in relation to the Event cancellation or rescheduling to the extent that such assistance is required in relation to the Tickets.

5. Intellectual Property

  1. The parties acknowledge and agree that at all times:
    1. all Intellectual Property Rights and other information that Tixel provides or makes available to the Event Organiser under or in connection with these Terms or the provision of the Services remains at all times the property of Tixel and its licensors; and
    2. Tixel continues to own all of its Intellectual Property Rights existing at the time the Event Organiser is first granted access to the Services and will own all Intellectual Property Rights coming into existence as a result of or in connection with the Services.
  2. Tixel acknowledges and agrees that all Intellectual Property Rights and other information of the Event Organiser that the Event Organiser provides or makes available to Tixel remains the property of the Event Organiser and its licensors. Tixel must not use or disclose such Intellectual Property Rights or information for any purpose other than for the purpose of providing the Services and performing its obligations under these Terms.
  3. All rights, titles, and interests not specifically and expressly granted by either party under these Terms are hereby reserved. Nothing in this agreement will be understood to preclude or limit Tixel from providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to the Services.

6. Confidentiality

Each party acknowledges that any other information shared between the parties in relation to the Services are confidential and must not be disclosed to any other person other than where disclosure:

  1. is necessary to carry out each party’s respective obligations under these Terms (but for no other purpose);
  2. has been expressly consented to by the other party in writing or is specifically contemplated and permitted by these Terms;
  3. is made to a Representative of a party or to another person who must know it for the purposes of these Terms on the basis that the Representative or other person to whom the information is disclosed is bound by obligations of confidentiality no less onerous than those imposed on the parties to these Terms and keeps the information confidential; or
  4. is required by Law or a regulatory body (including a relevant stock exchange), court or governmental or administrative authority.

7. Privacy

Each party must comply with all applicable Privacy Laws with respect to any act done or practice engaged in by that party for the purposes of or in connection with these Terms.

8. Warranties

8.1 General warranties

Each party represents and warrants to the other on a continuing basis that:

  1. it has full corporate power to enter into and perform its obligations under these Terms and can do so without the consent of any other person;
  2. it has taken all necessary action to authorise the execution, delivery and performance of these Terms in accordance with its terms;
  3. as at the date of these Terms, the execution, delivery and performance of these Terms by it does not contravene any contractual, legal or other obligations of any kind that apply to it;
  4. on execution of these Terms its obligations under these Terms will be valid, binding and enforceable;
  5. unless otherwise set out in these Terms, it does not enter into these Terms as trustee of a trust or as the agent, trustee, nominee, attorney or representative of any other person; and
  6. it is able to pay its debts as and when they become due and payable.

8.2 Event Organiser warranties

The Event Organiser represents and warrants to Tixel that:

  1. it holds all Authorisations in relation to each Event; and
  2. all Tickets, including any new tickets created and made available to a Buyer to replace the Seller’s original ticket (including any associated barcodes) contain complete and accurate information and will be free from all defects and will enable the Buyer to access and attend the applicable Event.

8.3 Tixel warranties

  1. Tixel represents and warrants to the Event Organiser that:
    1. it is entitled to, and has the right and power to, provide the Services; and
    2. the Services do not and will not infringe the Intellectual Property Rights of any person or breach any trade secret or any obligations of confidence owed to any third party.
  2. The warranties set out in this clause 8 are the sole warranties provided by Tixel and except for such warranties, the Services are provided on an “as is” and “as available” basis without any warranties of any kind to the fullest extent permitted by law.

9. Liability

  1. Notwithstanding any other provision of these Terms, Tixel makes no warranties or representations in relation to the Services, including in relation to their fitness for purpose and, to the extent permitted by Law:
    1. Tixel's total aggregate and cumulative liability to Event Organiser, Sellers and Buyers (including liability for negligence) in relation to a Transaction is limited to the Buyer Fees and the Seller Fees in respect of that Transaction; and
    2. Tixel's total aggregate liability to the Event Organiser in respect of the Services (to the extent unrelated to a Transaction) is otherwise limited to AUD$10,000.
  2. Tixel excludes liability (including liability for negligence) for any loss of profits, loss of business, loss of data, loss of revenue, amounts payable to third parties, loss of customers, loss of reputation, loss of goodwill or any indirect or consequential loss, damage, cost or expense however arising;
  3. Tixel excludes all implied or statutory condition, guarantee or warranties, except any implied condition or warranty the exclusion of which would contravene any Law or cause any part of this clause to be void ('Non-excludable Condition'); and
  4. Tixel’s liability for breach of any Non-excludable Condition is limited, at Tixel’s option, to refunding the price of the services in respect of which the breach occurred or to providing those services again.
  5. The Event Organiser indemnifies Tixel from and against any loss suffered or incurred by Tixel arising out of or in relation to:
    1. a breach by the Event Organiser of these Terms;
    2. any fault or defect in a Ticket;
    3. an Event, including the cancellation or rescheduling of an Event.

10. Insurance

In respect of each Event the subject of these Terms, the Event Organiser must effect and maintain insurance with a reputable insurer against risks normally associated with the industry in which Event Organiser operates, including cancellation insurance and public liability insurance, for such amount that is necessary given the size and nature of the Event and which will ensure that, if the Event is cancelled and a refund required to be issued, there will be sufficient funds available to be refunded to all ticketholders.

11. Force majeure

No party is liable for any failure to perform or delay in performing its obligations under these Terms, other than an obligation to pay money, if that failure or delay is due to anything beyond that party's reasonable control.

12. Termination or suspension

12.1 Suspension

Tixel may at any time suspend the Event Organiser’s access to or use of the Services if it considers that:

  1. the Event Organiser is accessing or using the Services (i) to commit an illegal act; or (ii) in a manner that breaches these Terms; or
  2. there is a material threat to the functionality, security, integrity or availability of the Services (or any applications, content or data contained within the Services), including as a result of the Event Organiser’s access to or use of the Services.

12.2 Immediate termination

Either party may immediately terminate the Event Organiser’s access to the Services by giving written notice to the other party if:

  1. the other party is in breach of a material provision of these Terms and such breach is not able to be remedied;
  2. the other party is in breach of a provision of these Terms which is capable of being remedied but fails to remedy such breach within 10 business days after receiving a written notice requiring it to do so; or
  3. the other party is the subject of an Insolvency Event.

13. Continuing obligations

Upon termination of the Event Organiser’s access to the Services:

  1. the Event Organiser’s access to or use of the Services (including the Organiser Portal) will immediately cease;
  2. each party must not disparage or publicly discuss or say or cause anything to be said or done that in any way denigrates, damages or undermines the other party or any of its Representatives or be directly or indirectly involved in any conduct or activity which may harm or diminish the name or reputation of the other party or any of its Representatives.
  3. each party retains its rights under these Terms and at Law in respect of any breach of these Terms by the other party and all other accrued rights.
  4. the following clauses continue to apply: clause 5 (IP); clause 6 (Confidentiality); clause 9 (Liability); this clause 13(d) (Continuing obligations; clause 14 (General); any other clauses that make provision for the continued operation of these Terms; and those provisions of clause 1 (Definitions and interpretation) which go to the interpretation of the above clauses.

14. General

14.1 Approvals and consent

Except as otherwise set out in these Terms, a party may give or withhold an approval or consent in that party's absolute discretion and subject to any conditions determined by that party. A party is not obliged to give reasons for giving or withholding a consent or approval or for giving a consent or approval subject to conditions.

14.2 Assignment

A party must not assign any rights or obligations under these Terms without the prior written consent of the other party (such consent not to be unreasonably withheld).

14.3 Exercise of rights

A party may exercise a right, power or remedy separately or concurrently with another right, power or remedy available to it at law or under these Terms. A single or partial exercise of a right, power or remedy by a party does not prevent a further exercise of that or of any other right, power or remedy and a failure by a party to exercise, or delay by a party in exercising, a right, power or remedy does not prevent its exercise.

14.4 Further acts

Each party must at its own expense promptly execute all documents and do, or use reasonable endeavours to cause a third party to do, all things that another party from time to time may reasonably request in order to give effect to, perfect or complete these Terms and all transactions incidental to it.

14.5 Governing law and jurisdiction

Unless otherwise agreed between the parties, these Terms are governed by the law of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.

14.6 No authority to act

Except as otherwise set out in these Terms, no party has any power or authority to act for or to assume any obligation or responsibility on behalf of another party, to bind another party to any agreement, negotiate or enter into any binding relationship for or on behalf of another party or pledge the credit of another party.

14.7 Relationship

Except as otherwise set out in these Terms, these Terms do not create a relationship of employment, trust, agency or partnership between the parties.

14.8 Rights cumulative

Except as otherwise set out in these Terms, the rights of a party under these Terms are cumulative with and in addition to any other rights available to that party under these Terms, any other document or by law and nothing in these Terms excludes any such rights.

14.9 Severability

Each provision of these Terms is individually severable. If any provision is, or becomes illegal, unenforceable or invalid in any jurisdiction it is to be treated as being severed from these Terms in the relevant jurisdiction, but the rest of these Terms will not be affected and the legality, validity and enforceability of the provision in any other jurisdiction will not be affected.

14.10 Successors and assigns

These Terms continue for the benefit of, and bind, a successor in title of a party, including a person to whom a party's rights and obligations are assigned in accordance with the requirements of these Terms. The Event Organiser must not unreasonably withhold its consent to the assignment of these Terms or any rights or obligations of Tixel under these Terms.

14.11 Variation

These General Terms and Conditions may be varied by Tixel at any time on written notice to the Event Organiser. Any such variations will take effect from the date of the notification by Tixel.

14.12 Waiver

A waiver of any right, power or remedy under these Terms must be in writing signed by the party granting it. A waiver only affects the particular obligation or breach for which it is given. It is not an implied waiver of any other obligation or breach or an implied waiver of that obligation or breach on any other occasion.