Sales terms and conditions

Ticketing Sales Terms and Conditions

 

Outix Australia Pty Ltd (ABN: 65 612 900 759) (herein, "us", "we", "our", "Outix", "Outix.com.au"), enables people globally to facilitate the sale, distribution and management of tickets for events created by third party event organisers including but not limited to venue operators and/or promoter(s) of a particular event (herein, “you”, “your”, “Organiser”, “Event Organisers”), (collectively referred to as “the Parties”) by providing event and ticketing solution services such as but not limited to publishing, registration, ticketing services (“Services”) to our customers including but not limited to visitors to our web sites, subscribers to and users of our services, purchasers of our products and advertising customers (“Customer”), via Customer access to the Outix website and/or our web based event management platform and online booking system (“Portal”) providing access to the Customer in order to participate in the Organisers, events, function, resource, venues and their related activities (“Event”) in order to list their Event to allow Customers to procure tickets and merchandise.

 

The following terms and conditions cover all use by you of the Portal and all Services provided by Outix. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Outix. The parties agree as follows:

 

 

  1. ACCEPTANCE OF TERMS

 

1.1.      By clicking the "Register Now" button, you represent that you have read and understood the terms to this agreement being the Ticketing Sales Terms and Conditions (“Promoter Terms and Conditions”) accessed and made available to you on our website, www.outix.com.au (“Site”) and the Outix Privacy Policy (“Privacy Policy”) made available to you on our Site https://www.outix.net/tickets/privacy (together the “Agreement”), expressly agree to, and consent to be bound by, all of the terms and conditions of the Agreement.

 

1.2.      This Agreement has the same legal effect and force as a written and signed document. If you do not agree with the Agreement, you must decline and must not proceed by pressing the “Register Now” button. In any such event, we will promptly cancel this transaction and you will be unable to access the Portal and the Services that it offers.

 

1.3.      Outix reserve the right to decline your registration for any reason and without notice to you.

 

1.4.      Outix reserves the right, at its sole discretion, to modify or replace the Agreement at any time. It is your responsibility to check periodically for changes. Your continued use of the Services following the posting of any changes to this constitutes acceptance of those changes. If any change is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Portal and Services offered.

 

 

  1. YOUR REGISTRATION OBLIGATIONS

    1. To be a registered user of the Services as an Organiser you agree to: 

 

(a)       provide true, accurate, current and complete information about yourself as prompted   by the Site registration form (the "Registration Data"); and

(b)       maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

 

2.2       If you provide any information that is untrue, inaccurate, not current or incomplete, or Outix has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Outix has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services, or any part thereof.

 

 

 

 

2.3.      You warrant that:

 

(a)        you are authorised to offer, sell, and honour the tickets to the Events that you offer via the Portal;

(b)        by providing content, including but not limited to names, logos and trademarks, used in the setup of your Event, does not infringe:

 

(i)         any other person or entity's intellectual property rights; or

(ii)         rights in respect of Confidential Information; and

(iii)        is not obscene or defamatory.

 

(c)        sale to your Event does not constitute a violation of any state or commonwealth law,

(d)        acceptance of this Agreement does not breach any third party rights or your obligations to any third party.

 

2.4.      You agree to use the Portal and direct traffic to the Portal via your website and for all your direct ticketing in respect to your listed Event.

 

2.5.      You agree and undertake that you shall not purchase, attempt to purchase, use, access or seek services which are, in the sole opinion of Outix, identical or similar to the Services provided by Outix in respect to your listed Event.  

 

2.6.      You acknowledge that:

 

(a)        Customers may access Event content through the Portal and your website.

(b)        it is your responsibility to ensure that the information about the Event displayed on your website is consistent with the Event Content displayed on the Portal; and

(c)         we will not be liable to you in any way for Event Content displayed on your website or on the Portal.

 

2.7.      You must not:

 

(a)        do anything, or assist any other person, to breach any aspect of this Agreement, whether in its own capacity or as a sole trader, partner, manager, employee, director, consultant, advisor, shareholder, unit holder, trustee or with any other entity which may at any time have any direct or indirect interest;

(b)        make any representations or claims that are inconsistent with any published Portal marketing materials or information provided to you either through the Portal or otherwise;

(c)        make any false, misleading or deceptive statements in respect of the Portal;

(d)        enter into any agreements or incur any liabilities on our behalf, or represent to any person that you have any authority to do so, without our prior written consent.

 

2.8.      You will advertise the Portal to your Event’s Customers, directing Customers to purchase tickets through us, or via links from your website to the Portal. You will be liable for all event advertising.

 

2.9.      You agree that all Event advertising, marketing and elements of the purchase process, such as but not limited to emails, event calendars, ticket booking pages, confirmation emails, e-tickets, web pages available from your website that are related to ticketing conducted via the Portal and are accessible by Customer will carry the Outix logo and/or Outix website URL details, unless expressly agreed otherwise by us.

 

2.10.    Outix is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with the terms of use of any service provider or other third party service provider, you must be at least 18 years of age, to register for an account.

 

 

 

 

  1. ACCOUNT, PASSWORD AND SECURITY

 

  • As part of the Portal registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account details, and are solely responsible for all activities that occur under your account, including but not limited to any actions by sub-users registered under your account.

 

  • You agree to: 

 

(a)     accept all responsibility for the protection, confidentiality, and use of any login and passwords granted to you under this Agreement in relation to the Porta;

(b)        promptly notify us of any compromise or unauthorised disclosure of such logins and  passwords;

(c)        immediately notify Outix of any unauthorised use of your password or account or any    other breach of security; and

(b)        ensure that you exit from your account by following the correct procedures by logging out of the Portal at the end of each session.

 

3.3.      Outix cannot and will not be held liable for any loss, damage or other liability arising from your failure to comply with this section or from any unauthorised access to or use of your account.

 

3.4.      In the event of any dispute between two or more parties as to account ownership, you agree that Outix shall be the sole arbiter of such dispute in its sole discretion and that Outix decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties. 

 

 

  1. OUTIX CONTENT AND INTELLECTUAL PROPERTY

 

4.1. You Acknowladge and agree that:

 

(a) Outix is the owner of intellectual property rights including but not limited to all material, including without limitation business formulas, information, data, text, design elements, graphics, images and other content ("Content"), contained in or delivered via the Services, the Portal or otherwise made available by Outix in connection with the Services ("Outix Content") and it is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws;

(b) Outix may own the Outix Content or portions of the Outix Content may be made available to Outix through arrangements with third parties;

(c) except as expressly authorised by Outix in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Outix Content, or post any Outix Content on any other web site for any purpose. Directly or indirectly disclosing o cause to be disclosed and/or reproducing, copying or distributing any Outix Content for any other purpose is strictly prohibited without the express prior written permission of Outix;

(d) you shall use the Outix Content only for purposes that are permitted by this Agreement; rights not expressly granted herein are reserved;

(e) you obtain no intellectual property rights in the Outix Content or any components of such Outix Content;

(f) all Outix Content remain our property and is only licensed to you on a non-transferable, royalty free basis for the purpose of purchasing tickets and performing the Service using the Portal; and

(g) all Outix Content provided to you under this Agreement is to be kept in a secure manner, safe from theft and unauthorised use by any person.

 

Rights not expressly granted herein are reserved.

 

 

 

4.2.      You must not:

 

(a)        edit, format, modify, alter, adapt, disassemble, translate, reverse engineer, de-compile, attempt to discover the source code or structure, sequence, improve or amend the whole or any part of the Portal; 

(b)        copy or reproduce the Outix Content without our prior written approval;

(c)        purport to sell, transfer or assign any intellectual property rights in the Outix Content or any part of the Exclusive Services;

(d)        remove or alter any proprietary notice or labels on Outix Content;

(e)        engage in any activity that interferes with of disrupts Outix Content.

 

Rights not expressly granted herein are reserved.

 

4.3.      Each party agrees grant to the other a non-exclusive, royalty free right:

 

  • during the term of this Agreement to use its trademarks on the terms of this clause 4.3 Except as otherwise agreed in writing, the licensee under this clause 4.3:
    • must only use the other party’s trademarks for the promotion and sale of tickets; and
    • will not use the trademarks in such a manner that could reasonably be expected to damage the reputation or goodwill associated with the licensor
  • outside the term of this Agreement to use its trademark on the terms of this clause 4.3. Except as otherwise agreed in writing, the licensee under this clause 4.3:
    • must only use the other party’s trademarks for the promotion of its business activities; and
    • will not use the trademarks in such a manner that could reasonably be expected to damage the reputation or goodwill associated with the licensor.

 

4.5.      You acknowledge that:

 

(a)     any and all suggestions for correction, change, modification, information, reports and other feedback to the Services and the Portal other feedback provided to Outix by you (“Feedback”); and

(b)     all improvements, updates, modifications or enhancements, whether made, created or developed by Outix or otherwise relating to Feedback (“Revisions”), are and will remain the property of Outix.

 

4.6.      All Feedback and Revisions become the sole and exclusive property of Outix and Outix may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim.

 

4.7.      You hereby assign to Outix any and all right, title and interest, including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property right, that you may have in and to any and all Feedback and Revisions.

 

4.8.      You hereby agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favour of Outix. At Outix’s request, you will execute any document, registration or filing required to give effect to these provisions.

 

4.9.      The obligations under this clause will survive termination of this Agreement.

  

 

  1. LICENCE

 

We hereby grant you a free, non-exclusive, non-transferable, non-sublicensable (except to sub-users registered via the Portal) and revocable in accordance to clause 27 (Termination of your Account) licence to access and use the Portal in order to facilitate the provision of the Services under the terms and conditions set out in this Agreement. There is no fee paid by you for this licence, although we will charge you for our Services rendered in accordance with our Agreement with you.

 

 

  1. PROMOTER ACTIVITES

 

Subject to clause 5 (Licence) above, Outix permits you to, in relation to an Event, list Event details, set ticket inventory, sell tickets to Customers, take registrations, and manage other Event functions using the Portal ("Promoter Activities").

 

 

  1. OUR SERVICES

 

            Under this Agreement Outix may provide you with the following Services:

 

            (a)        display and list Events as submitted by you;

(b)        accept and process a Customer’s on-line orders for tickets to the Event that they wish to attend, including remitting the purchase price paid by them for your ticket to you;

(c)        provide the Customer with a confirmation number for your transaction;

(d)        provide ticketing fulfilment services at the Event;

(e)        provide you with access to Customer and sales data and associated reports in relation to your Event that has been compiled from information received via the Portal; and  

(f)         provide you with access to and use of our marketing services.

 

 

  1. ADDITIONAL SERVICES

 

8.1.      Upon request and for such fee as Outix may establish from time to time in its sole discretion, provide additional Services on your behalf, beyond the basic functionality of the Portal including but not limited to providing:

 

  • marketing and promotional services;
  • on site entry management consultants to assist you with your evnet setup;
  • dedicated account management services.

 

8.2.      All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Services and subject to all the Agreement.

 

8.3.      Such additional services shall be set forth in an additional Outix Exclusivity Agreement between the Parties and will set out the applicable fees and the other terms and conditions relating to such additional services.

 

8.4.      Outix may alternatively provide you with iPhone Touches, PDA Scanners, iPads and/or laptops (“Equipment”) so that you can carry out any additional services yourself, in which case:

 

(a)        you may have to pay a rental fee;

(b)        Outix bears no responsibility for the acts or omissions of your agents and employees in carrying out those additional services; and

(c)        while the Equipment is in your care, you are liable for any damage or loss to the Equipment that may occur.

 

8.5.      While the Equipment is in your care, you are liable for any damage or loss to the Equipment that may occur. You hereby irrevocably authorise us to deduct the replacement cost or repair costs from ticket revenue that we collect on your behalf.  

 

8.6.      Equipment leases shall be set forth in an additional Outix Equipment Lease Agreement between the Parties.

 

 

  1. EVENT DETIALS

 

9.1.      It is your sole responsibility, using the Portal, to ensure that you set up and determine all Event details, including but not limited to factors such as ticket pricing, availability, and seating locations.  

 

9.2.      It is your responsibility to specify in the Event details any Event restrictions and if you will only admit Customers over eighteen (18) years of age. Outix will not be responsible for enforcing Event restrictions or ensuring that Customers meet such Event restrictions.

 

9.3.      By listing an Event on the Portal you are taken to have authorised Outix to accept and process orders in respect of that Event, until such time as you may expressly revoke that authorisation.

 

9.4.      All sales are made by the Organiser listed on the Event page as accessed by the Portal. With all payments processed using third party payment providers collecting payments made by Customers and passing payments onto you.

 

9.5.      It is your obligation to ensure that any Event page posting on the Portal and the nature and conduct of the Event meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described in any event page posting are actually delivered in a satisfactory manner. 

 

 

  1. PAYMENT

 

10.1.    All payments will be made using the gateway used by Outix for all payments (“Payment Gateway”). 

 

10.2.    You may select your preferred payment processing method for your Event. Once the first ticket for your Event is sold you may not change the payment processing method for that Event.      

10.3.    You authorise Outix to retain fees from payments made by Customers into our account for payment for the provision of the Service

 

10.4.    The Payment Gateway is also used for the collection of the purchase price of the Tickets (including the booking and administration fees) on your behalf. Unless other arrangements between the Parties regarding your continued payment capabilities through the Payment Gateway collected funds, the payment of the service fee as well as any additional costs for the Service, payment will be paid by Outix no later than seven (7) working days after the Event. (SHOULD THIS BE 2 WEEKS)

 

10.5.    All sales, compensations, costs and funds will be paid in Australian Dollar (AUD) and are inclusive of GST, unless specified otherwise.

 

10.6.    Payment must be made without any withholdings or set-off. You are not entitled to suspend making such payments.

 

10.7.    In accordance with 10.1, Outix retains all payments for up to seven (7) days after the Event, in order to settle any Customer disputes. If a Customer raises a dispute with their bank which results in their ticket purchase being deducted from our merchant account (“Chargeback”), Outix reserves the right to deduct the Chargeback amount (and any associated fees) from the ticket sales proceeds to be transferred into your nominated account or if we have already transferred those funds, to invoice you for the chargeback amount, which must be paid with ten (10) days of receipt of the invoice.

 

10.8.    Any credit card Chargebacks initiated by a Customer for any reason with respect to an Event shall be charged back to the Organiser of such event. All communications and disputes regarding chargebacks are between you and Customer, and Outix will not be responsible or liable in any way for, and you hereby agree to fully indemnify Outix and its affiliates in respect to any chargebacks issued. The obligations under this clause will survive termination of this Agreement.

 

10.9.    Outix will not share with you any Payment Data obtained using the Payment Gateway. “Payment Data” means any credit card number or other full payment account number and the related expiration date and security code entered by a Customer via the Portal in order to purchase a ticket or registration, make a donation or purchase merchandise related to an Event, so long as such information is entered in the fields under “Payment” on the Payment Gateway. If however, a Customer enters such information in other areas of the Portal or otherwise provides it to another Customer, it may not be encrypted and may be automatically shared be shared with you. Customers should enter such information only under “Payment” on the Payment Gateway.

 

10.7     The obligations under clause 10.7 and 10.8 will survive termination of this Agreement.

 

 

 

  1. FEES

 

11.1.    Creating an account, listing an event and accessing the Portal is free.

 

11.2.    Outix only charges you for the Service when you sell or buy paid tickets or registrations.

 

11.3.    All descriptions of standard fees on the Services represent the standard fees that Outix charges you. These fees may vary based on individual agreements between Outix and certain Organisers. It is your ultimate decision if these fees will be passed along to Customers and will be clearly marked on the applicable Event page or absorbed into the ticket or registration price and paid by the Organiser out of ticket and registration gross proceeds.

 

11.4.    The fees charged to Customers may include certain other charges, including without limitation, facility fees, royalties, taxes, processing fees and additional fees. Therefore, the fees paid by Customers for an Event are not necessarily the same as those charged by Outix to the applicable Organiser or the standard fees described on the Services to Organisers. In addition, certain fees are meant, on average, to reimburse certain costs incurred by Outix, but may in some cases include an element of profit and in some cases include an element of loss.

 

11.5.    Outix does not control the fees charged by your bank and/or credit card company, including fees for purchasing tickets and registrations in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates. 

 

11.6.    In the event of you cancelling a listed Event, Outix charges a cancelation fee of:

 

(a)        $150.00 for sales of 1,000 tickets; or

(b)        $500.00 for sales of over 1,000 tickets.

 

11.7.    The obligations under this clause will survive termination of this Agreement.

 

 

  1. REFUNDS

 

12.1.    You must provide us with your specific terms that govern refund or exchange of ticket purchases by Customers.

 

12.2.    Outix offers you the possibility to obtain a (partial) refund of the purchase price of tickets within ninety-six (96) hours of the event having taken place or at least with six (6) months of the transaction date of the ticket purchase.

 

12.3.    Unless otherwise agreed with Outix any refunds outside these time frames will not be processed.

 

12.4.    Outix is not responsible nor liable for communication between you and the Customer.

 

12.5.    You agree to indemnify Outix and its affiliates against restitutions, mistakes in awarding restitutions and the absence of restitutions for an event.

 

12.6.    Notwithstanding the foregoing you authorises Outix to grant a refund without stating the reason if Outix receives a substantial number of complaints concerning your Event or you appear to be involved in fraudulent activities or has misrepresented matters.  In addition, if one or several customers request a refund on account of a cancelled event or any other ground that prompts Outix to reasonably consider offering a refund, Outix may, at its discretion, grant restitutions to such customers. You indemnify Outix against such restitutions. 

 

12.7.    Subject to clause 12.1 above, Outix will commence the refund process in accordance our Customer Terms and Conditions [insert link].

 

12.8.    The obligations under this clause will survive termination of this Agreement.

 

 

  1. NON-EXCLUSIVE RECOVERY

13.1.    If you fail to discharge its payment obligations and is unable to pay the amount owed under this Agreement to Outix, you will be in default without any notice of default being required.

 

13.2.    In the event of default you will be charged interest on the principal as of the due date until the date the amount is settled in full, at an annual rate of twenty percent (20%). The obligations under this clause will survive termination of this Agreement.

 

13.3.    Subject to clause 13.1 above, Outix will be entitled to unilaterally suspend all services to you and your accounts. 

 

  1. BOOKING FEES

 

14.1.    Any tickets purchased by a Customer via the Portal are subject to a non-refundable booking fee as well as a non-refundable ticket delivery charge, which may be charged based on the delivery option chosen by the Customer.

 

14.2.    Any fees charged to you or the Customer by Outix, will be disclosed to you prior to an Event being listed via the Portal.

 

 

  1. TICKET LIMIT

 

15.1.    Even though Outix intends to discourage people from engaging in unfair trade practices, it is up to you to set the ticket limit for your Event.

 

 

  1. TICKET DELIVERY AND CONFIRMATION

 

16.1.    When you create an Event, you will be given the option to offer the chosen delivery options to Customers which may or may not attract a delivery charge.

 

16.2.    You agree to accept, honour and fulfil ticketing commitments that have been confirmed by us via the Portal.

 

16.3.    For the purpose of clause 16.2:

 

  • if the ticket is purchased through the Portal, the ticket buyer will receive:

 

(i)         a web page confirmation at the time of placing the order; and

(ii)        an email confirmation with a unique order number shortly after placing the order;

 

  • if the ticket is purchased through a box office, the ticket buyer will receive:

 

(i)         a thermal receipt from the box office; or

(ii)        an email confirmation if requested;

 

  • the Portal will generate a guest list of Ticket Buyers with unique order numbers to facilitate entry to the Event that can be:

 

(i)          printed or exported to facilitate manual checking with door guest lists for your Event administration;

(ii)         run via PC, Laptop or Tablet (with or without a scanner attached) that can manually be checked and marked for entry or exit, or with an attached scanner by scanning the unique printed code to provide Event entry and administration; or

(iii)        scanned with our scanners, which can be provided to you, the Portal will generate a data file which is imported into the Portal allowing for scanning of printed codes to provide Event entry and administration.

 

 

  1. LOST OR STOLEN TICKETS

 

17.1.    Your policy will dictate the issuing of exchanges or refunds to you after a ticket has been purchased or for lost, stolen, damaged or destroyed tickets.

 

17.2     In the event lost, stolen, damaged or destroyed tickets we can normally cancel the Customer’s original ticket and provide a replacement ticket. We do not offer a replacement if the Customer opted for a paper ticket. An additional 3% administration fee plus applicable delivery charges will be payable for replacement tickets and is charged to the Customer.

 

 

  1. CANCELLED AND POSTPONED EVETNS

 

18.1.    If you cancel an Event, you must provide a refund to every Customer that purchased a ticket to the Event.

 

18.2.    If you postpone an Event, you must offer the option of a refund to every Customer that purchased a ticket to the Event.

 

18.3.    If we have remitted the purchase price of the ticket paid by the Customers to you, you must transfer the funds equal to the total purchase price of the tickets paid by Customers entitled to a refund, into our nominated account within seven (7) days of written request from us so as to facilitate a refund of the ticket price to the Customer.

 

18.4.    Outix will commence the refund process in accordance our Customer Terms and Conditions.

 

18.5.    The obligations under this clause will survive termination of this Agreement.

 

 

  1. ACCESS TO THE PORTAL

 

19.1     Outix will ensure that its Portal remains available to you twenty-four (24) hours per day seven (7) days a week, except for computer or network downtime including but not limited to maintenance and/or unforeseen server errors or failures and/or other incidents that may occur from time to time and are beyond Outix’s control (“Downtime”). 

 

19.2.    In the event of such Downtime occurring, Outix will do anything reasonably in its power to bring the Portal back online as soon as possible.

 

19.3.    Outix cannot be held liable for any injury, death, loss or damage sustained by you or your personal property if the server cannot be reached.

 

19.4.    The Outix account may not be accessed or used for emergency communication purposes.

 

19.5.    Outix is not responsible for complaints about any form of spam whatsoever. If you commences any marketing campaigns and/or general communication with a Customer, you must comply with all statutory regulations in doing so, and must allow the Customer the opportunity at all times to opt out of your database and out of any marketing campaigns conducted by you.

19.6.    By creating an Outix account you agree to manage your account in a responsible manner. Any attempt to obtain information illegally will result in Outix cancelling your account. In that case Outix will recover any losses, including legal costs from you.

 

19.7.   Subject to clause 5 (Licence) above, Outix hereby grants you a free, exclusive, revocable licence to use and access Customer and sales data and associated reports in relation to your Event complied using information gathered via the Portal in order to carry out your marketing activities. 

 

19.8.    Any promotion sent to customers who have opted out, unsolicited requests to non-customers or attempts to hack accounts will result in the immediate suspension of your account.

 

19.9.    By creating an Outix account to the Portal, we agree to:

 

           (a)        provide you with access to our marketing services to facilitate communication by send emails and SMS messages to people that have attended your previous events or current Customers that have purchased a ticket to your Event, and

           (b)        allow you to upload your own customer database in order to send emails and SMS messages to them.

 

19.10.         By creating an Outix account to the Portal, you agrees that any form of marketing, media or direct mail obtained from the Portal will be exclusively sent through the Portal tools. If not, you will be held accountable for the maximum marketing or media costs (SMS $0.30 per message and direct mail $0.15 per email) for each transaction.

 

 

  1. RULES OF CONDUCT

20.1     You agree and understand that you are liable for all content, in any form whatsoever, that you provide or otherwise makes available, including but not limited to the Portal and/or Customers of Outix and other users.

 

20.2.    You agree that you may not use the Portal and any Service provided by Outix for: 

 

(a)        uploading, posting, emailing, sending or otherwise making available content  that is unlawful, damaging, threatening, insulting, grievous, misleading, defamatory, vulgar, obscene, libellous, privacy-infringing, hateful or racist or ethnically or otherwise reprehensible;

(b)        be detrimental to anyone in any way;

(c)        gambling, lotteries, games and/or other award-related activities other than a lottery or game consistent in every respect with the Outix conditions and without prior written approval from Outix;

(d)        posing as another person or entity, including an Outix representative or misrepresenting the relationship with an individual or entity;

(e)        forging names or manipulating identification data to disguise the original content;

(f)         posting, emailing, sending or otherwise making available of content that may not be legally disclosed by law or contractual or fiduciary relationships (e.g. internal information, exclusive and Confidential Information disseminated in accordance with this Agreement);

(g)        posting, emailing, sending or otherwise making available of content  that falls under the scope of protection of a patent, trade mark, trade secret, copyright or other intellectual property right of any person or entity;

(h)        posting, emailing, sending or otherwise making available of content relating to the sale of goods other than the tickets and services stated on the website;

(i)         posting, emailing, sending or otherwise making available of content that contains software viruses or any other computer code, files, programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, network or telecommunications in a manner not permitted by this Agreement or expressly authorised by Outix;

(j)         interfere, disrupt or attempt to probe the servers or networks connected to the service or breach any security or authentication measures;

(k)        advertise your Event using the Portal to provide you with the Service but complete sales independently of the Portal in order to circumvent the obligation to pay any fees associated with the Service;

(l)         resell tickets or registrations without prior written approval from Outix;

(m)       obtain Customer credit card numbers, expiration date or CSC code or any other credit card information other than in the designated fields under the “Payment”.

(n)        stalking an individual or entity; or

(o)        violating any statutory provision and/or regulation, intentionally or otherwise.

 

  1. CHANGE OF SERVICES OFFERED

 

21.1.    Outix reserves the right to at any time change, suspend or discontinue the services, temporarily or permanently, with or without prior notice and with or without stating reasons.

 

  21.2.    You cannot hold Outix liable on any account whatsoever for a full or partial refund of compensations with respect to refund granted to a Customer.

 

21.3.    You agree that Outix cannot be held liable for any change, suspension or termination of services for a third party. 

 

 

  1. PRIVACY

 

22.1.    All information provided by you and Customers or collected by Outix in connection with the Services is governed by Outix’s Privacy Policy, a copy of which is located [insert link to privacy policy]. The Privacy Policy is incorporated into the Terms of Service by reference. Outix strongly recommends that you review the Privacy Policy. 

22.2.    The obligations under this clause will survive termination of this Agreement.

 

 

  1. CONFIDENTIALITY

 

23.1     In this Agreement "Confidential Information" means any information disclosed by or on behalf of one party to another party in connection with this Agreement which has been designated as confidential by the party disclosing the information (“Discloser”), or information which by its nature should reasonably be considered to be proprietary or confidential which is disclosed or made available, directly or indirectly by the Discloser to the other party or its representatives ("Recipient"), (including but not limited to the Discloser or the Discloser’s business operations, technology, systems, processes, services, business plans, product design, financial and personnel matters) but does not include:

 

(a)        it is in the public domain otherwise than as a result of any breach of this Agreement; or

(b)        the Recipient can establish that it found out the information from a source not connected with the Discloser and that such source is not under any obligation of confidence to the Discloser in respect of that information; or

(c)        the Recipient can establish that it was in possession of the information before the date of this Agreement; or

(d)        the parties agree in writing that it is not confidential.

 

23.2     Subject to clause 23.6 below the Recipient shall:

 

(a)        not disclose the Discloser's Confidential Information to any third party; and

(b)        keep the Discloser's Confidential Information secret. 

(c)         use any Confidential Information in any manner which may cause loss to Outix or the other parties; or

 

23.3     The Recipient shall only use the Discloser's Confidential Information in accordance with this Agreement and, in particular, the Recipient shall make no commercial use of the Discloser's Confidential Information.

 

23.4     The Recipient shall:

 

(a)        treat the Discloser's Confidential Information with the same degree of care and apply no lesser security measures than it affords to its own confidential information;

(b)        use all reasonable endeavours to prevent the unauthorised disclosure, copying or use of the Discloser's Confidential Information; and

(c)        as soon as reasonably practicable inform the Discloser of any unauthorised disclosure of any of the Discloser's Confidential Information.

 

23.5     The Recipient shall take all reasonable steps to procure that each of its employees and officers who have access to the Discloser's Confidential Information:

 

(a)        keep the Discloser's Confidential Information confidential; and

(b)        comply with the provisions of this Agreement.

 

23.6     Save as otherwise agreed in writing by the parties, the Discloser's Confidential Information may only be disclosed by the Recipient:

 

(a)        if and to the extent it is required by law, any order or request of any government agency or regulatory authority;

(b)        to those of its officers and employees as have a need to know it for the Purpose; and

(c)        to its professional advisers, auditors and bankers provided that it does so only in relation to the Purpose and on terms that protect the Discloser's Confidential Information on the basis set out in this Agreement; or

(d)        is in the public domain otherwise than due to a breach of this Agreement.

 

23.7     Save as required by law or applicable regulation, if requested by the Discloser the Recipient shall:

 

(a)        return (or if the Discloser agrees, destroy or completely remove from all relevant computer systems of the Recipient) all the Discloser's Confidential Information it receives; and

(b)        destroy or completely remove all material (including all electronically generated or stored data) containing or embodying the Discloser's Confidential Information it receives (or any part of it) including all copies, analyses, memoranda or other notes made by it and which are in its possession custody or control that bear or incorporate any part of the Discloser's Confidential Information.

 

23.8.    The obligations under this clause will survive termination of this Agreement.

 

 

  1. NO IMPLIED WARRANTIES OR LIABILITIES

 

24.1.    To the extent permitted by law, this Agreement does not constitute any express or implied warranty, whether in oral, written, or electronic form, that the Service contemplated by this Agreement will be uninterrupted or error-free or that the Portal will provide an uninterrupted or error free service and it is provided to you on an “as is” basis. Where neither Party shall be liable to the other for any delay or failure in performance under this Agreement resulting directly or indirectly from a Force Majeure Event.

 

24.2.    Outix will use reasonable endeavours to ensure that any reports such as but not limited to Customer and sales data reports as well as our marketing services are complete and accurate in all material respects, Outix does not warrant the truth or accuracy of the data. Outix merely collates information received via the Portal and does not interpret that information nor check its accuracy. You agree to fully release Outix from any claim, loss, damage or the like suffered by you or your related parties in reliance to any such information that is provided to you.

 

24.3.    The obligations under this clause will survive termination of this Agreement.

 

 

  1. WARRANTIES AND LIABILITIES

 

25.1.    You represent and warrant that:

 

(a)        at the time of entering into this Agreement you are not relying on any representation made by us which has not been stated expressly in this Agreement, or on any descriptions or specifications contained in any other document, including any catalogues or publicity material which we have produced;

(b)        you have the authority and capacity to enter into and perform this Agreement;

(c)        you will fulfil all of your obligations to Customers under any ticket to one of your Events, including but not limited to, holding the Event on the date specified, meeting any representations made by you in your Event listing on the Portal and providing entry to the Event to those Customers who purchased tickets via the Outix Service;

(d)        you will not use the Portal or Service for any unacceptable uses including but not limited to those listed in the Rules of Conduct;

(e)        you will not use the Portal or any other Outix service to breach any laws or regulations;

(f)         you will only use the Portal or any other Outix service to transmit and disseminate information related to your Events

(g)        you have permission to use any photos, images, text, sounds or files uploaded by you onto the Portal or used by you in association with the Portal or Outix; and  

(h)        you will not contact a Customer if they have requested that they unsubscribe from your mailing list. For avoidance of doubt, this includes any contact outside of the Outix marketing services;

 

25.2.    To the extent permitted by law, we exclude all express or implied representations, conditions, guarantees, warranties and terms relating to the Services use of the Portal and this Agreement, except those set out in this Agreement, including but not limited to

 

  • implied or express guarantees, warranties, representations or conditions of any kind, which are not stated in this Agreement;
  • our Portal being unavailable (whether due to computer downtime, error or for any other reason);
  • your use or inability to use the Portal;
  • any changes to or inaccessibility of the Portal;
  • any delay, failure, unauthorized access to, or alteration of, any transmission or data;
  • any material or data transmitted or received or not transmitted or received;
  • any data or material from a third person accessed on or through the Portal;
  • any problems or difficulties that arise pertaining to the issuance, processing or fulfilment of tickets or with the Event itself, whether such liability is asserted on the basis of contract, tort or otherwise;
  • the products, services, content, actions or failure to act by you or of any venue, performer, third party promoter or any other third party in connection with an Event listed on the Portal; and
  • any loss, damage, costs including legal costs, or expense whether direct, indirect, incidental, special, consequential and/or incidental, including loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption, or otherwise, suffered by you or claims made against you, arising out of or in connection with the inability to access or use the Services, and the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage.

 

25.3.    To the extent we are unable to exclude liability; our total liability for loss or damage you suffer or incur from our Services which is limited as an option to us to either:

 

(a)        re-supplying the Exclusive Services to you; or

(b)        refunding to you the amount you have paid us for the Exclusive Services to which your claim relates; or

(c)        the replacement of any product supplied by us or the supply of an equivalent product.

 

25.4.    Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services in this estimated period, which is affected by your delay in response, incomplete or incorrect information.

 

25.5.    On request by you, we may provide you with contact details of third party specialists.  This is not a recommendation by us for you to seek their advice or to use their services.  We make no representation or warranty about the third party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services, or failure to advise or provide services.

 

25.6.    Subject to any rights and remedies that cannot be excluded by law in connection to this Agreement the total liability of Outix arising out of or in connection with the Services, will not exceed the fees retained by Outix in respect of Services rendered by you in the twelve (12) month period prior to the Event giving rise to the liability, or one hundred dollars ($100.00) if no such payments have been made to Outix.

 

25.7.    The obligations under this clause will survive termination of this Agreement.

 

 

  1. INDEMNITY

 

26.1.    You are liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs (on a full indemnity basis), assessed by any person,  resulting directly or indirectly from:

 

(a)        any information that is not accurate, up to date or complete or is misleading or a misrepresentation; 

(b)        any breach of the Agreement including any representations and warranties made by you;

(c)          any misuse of the Services from or by you, your employees, contractors or agents;

(b)        your use of the Portal, including any data, content, or work transmitted or received by you;

(c)         any unacceptable or objectionable use of the Portal, as we determine in our sole discretion;

(d)        any negligent, fraudulent or willful misconduct by you;

(e)        the products, services, content, actions or failure to act by you or of any venue, performer, third party promoter or any other third party in connection with an Event listed on the Portal;

(f)         your failure to hold the Event for any reason;

(g)        your failure to remit the purchase price to an Event back to us in the event that we are required to provide a Customer a refund.

 

26.2.    You agree to co-operate with Outix, at your own expense, in the handling of disputes, complaints, investigations or litigation that arise as a result of you using the Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information that you have given Outix.

 

26.3     The obligations under this clause will survive termination of this Agreement.

 

 

  1. TERMINATION OF YOUR ACCOUNT

 

27.1.    Outix reserves the right to, at its discretion, cancel (or part thereof) and/or terminate your account at any given time. Termination may be due to but it is not limited to non-use of your account/s, failure to settle invoices in time or in the event Outix finds that you have breached the Agreement. 

 

27.2.    Your Outix account will remain active for 6 months from the date of your last Event sold through the Portal, thereafter 6 months of inactivity your account will be archived and the licences granted to you pursuant to clauses 5 and 19.7 this Agreement will automatically terminate.

 

27.3.    You agree that the Services and access to the Portal can be terminated without prior notice.

 

27.4     You agree that Outix cannot not be held liable for termination of the Services.

 

27.5.    Upon termination of the Agreement you agree that any compensations or other payments held by Outix or paid to Outix will not be refunded or be otherwise owed to you. These compensations and/or other payments will then be considered compensation for costs incurred and investments made by Outix.

 

 

17.5     The Event Organiser shall submit any complaints concerning the Services and/or the invoice amount in writing within fourteen [14] days of discovering the defect, provided it is able to prove that the defect could not reasonably be detected earlier. If this term is exceeded, the Event Organiser will lose the right to fulfilment and/or damages or any other remedy with respect to the defect and/or complaint. Any complaints relating to the Services and/or the invoice amount do not suspend the Event Organiser's payment obligations.

 

17.6     The Event Organiser can only hold Outixs liable if it demonstrates that it suffered losses as the result of a fundamental failure by Outix that could have been avoided had the latter observed due care, and only with respect to direct losses that are the direct result of such fundamental failure. Outix may at all times remedy the losses suffered by the Event Organiser in a way suitable for and consistent with the nature of the instructions and Services. The Event Organiser shall take measures to diminish its losses. 

 

17.7     If the Event Organiser terminates the Agreement prior to the expiry date agreed upon (except in the event the Event Organiser terminates the Agreement on account of a substantial breach of the Agreement by Outix), or if Outix terminates this Agreement on account of the fundamental breach of the Agreement by the Event Organiser, the latter shall owe a compensation equal to the compensation Outix would have been entitled to had the Agreement not been terminated prior to the expiry date agreed upon. For the purpose of calculating this amount the Event Organiser shall provide accurate information to Outix with respect to the Events (including the number and the size of such Events) the Event Organiser intended to organise during the term of the Agreement agreed upon. Outix will use this information to calculate the compensation amount Outix may charge with respect to such Events (termination fee). The Event Organiser undertakes to settle such termination fee as soon as possible and in any case within seven (7) working days of receipt of the written communication by Outix.

 

17.8     If the Event Organiser fails to provide the information referred to in clause 17.5 in time, in the event of a dispute concerning this number and the size of the Events , if the Event Organiser  is unable to estimate the size or the number of Events on any account whatsoever, or if Outix believes that the Event Organiser has supplied incorrect or misleading information, Outix will:

 

(a)        add up the amount of the costs charged for Events prior to termination of the Agreement (total costs);

(b)        divide the total costs by the number of months as of the commencement date of the Services until termination of the Agreement  (Total costs per month); and

(c)        finally multiply the total costs per month by the number of months as of termination until the expiry date of the Agreement agreed upon (alternative termination fee).

 

 

  1. DISPUTES

 

28.1.    You acknowledge that once Outix has remitted the purchase price paid by the Customer to you, Outix has fulfilled its obligations to process the Customer’s ticket and our only continuing obligations to you, relates to ticketing fulfilment prior to or at the Event and the provision of the reporting and marketing services as set out in clause 19 (Access to the Portal).

 

28.2.    Subject to clause 12 (Refunds) above, any disputes regarding refunds, the products, services, content, actions or failure to act of any venue, performer, promoter or other third party in connection with or referenced on the Portal, other than as a result of a breach of the Agreement, are between you and the Customer.

 

 

  1. GENERAL PROVISIONS

 

29.1     GOODS AND SERVICES TAX

 

29.1.1. If  and when applicable, GST is payable on our Services as supplied per this Agreement, the recipient of the supply will pay to the supplier an amount equal to the GST payable on the supply (‘GST Amount’), in addition to and at the same time that the consideration for the supply is to be provided under this Agreement. Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time that the other consideration for the supply is provided. This clause does not apply to the extent that the consideration for the supply is expressly stated to be GST inclusive or the supply is subject to reverse charge.

 

29.1.2. Unless the context requires otherwise, words used in this clause that have a specific meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), amended from time to time or any replacement or other relevant legislation, shall have the same meaning in this clause.

 

29.1.3. Any reference in the calculation of any indemnity, reimbursement under this Agreement is based on a cost, expense or liability incurred by a party, must exclude the amount of any input tax credit entitlement of that party in relation to the relevant cost, expense and other liability.

 

29.1.4. The obligations under this clause will survive termination of this Agreement.

 

29.2.    NOTICE

 

29.2.1. Except as provided herein, notices and communications to be sent by one party to the other pursuant to or under this Agreement shall be deemed to be delivered when sent via e-mail to the other party's last known e-mail address, or in the case of Outix when posted for public view on the Outix Portal.

 

29.2.2. Occasionally Outix may send to you notices and/or communications via regular mail to the address detail which you provide us with.

 

 

29.3.    MODIFICATION AND AMENDMENT

 

29.3.1.  We have the right, at any time and without notice to you, to add to or modify the Agreement, by posting such amended terms on the Portal.

 

29.3.2.  No modification made by you shall be binding upon us unless it is made in writing and signed by us.

 

29.4.    WAVER

 

29.4.1. Any failure by a Party to compel performance by the other Party of any of the terms and conditions of this Agreement will not constitute a waiver of those terms or conditions, nor will it affect or impair the right of the first mentioned Party to enforce them at a later time or to pursue remedies it may have for any subsequent breach of those terms or conditions.

 

29.5.    FORCE MAJEURE

 

29.5.1. If Outix is delayed or prevented from the performance of any act required under this Agreement by reason of any act of God, act of nature, including any epidemic or outbreak of pandemic disease, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining raw material, energy or other supplies, labour disputes of whatever nature or whatever reason beyond the control of the party (“Force Majeure Event”), Outix shall promptly notify the other party in writing, giving details of the Force Majeure Event, the acts affected by the Force Majeure Event and the extent to which they are affected, and performance of such acts shall be excused for the period of such event provided that if such interference lasts for any period in excess of 30 days either party may, by written notice to the other, terminate this Agreement.

 

29.6.    SEVERANCE

 

29.6.1. If a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from these terms, but the rest of the Agreement is not affected.

 

29.7.    APPLICABLE LAW

 

29.7.1. This Agreement is governed by, and construed in accordance with, the laws of New South Wales and the parties submit to the exclusive jurisdiction of New South Wales and the courts of that state.

 

29.8.    ASSIGNMENT

 

29.8.1.  No rights, obligations, or duties arising out of this Agreement may be assigned or delegated by you. Any such attempted assignment or delegation shall be void and of no effect.

 

 

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