Terms and Conditions of Service
- 1.1. Smart Tickets Limited and the Organizer may be referred to collectively as the “Parties” or individually as a “Party”.
- 1.2. The Organizer sets up activities and sells or sends tickets to users (“Users”).
- 1.3. By buying a ticket, a User enters into agreement with the Organizer.
- 1.4. Signing up for an Account (Personal or Business) makes you an Organizer.
- 1.5. By using the Smart Tickets Platform, you warrant and undertake that you have the right, authority and capacity to enter into and be bound by these Terms.
2. Formation of the Agreement
- 2.1. These conditions shall be deemed accepted by the Organizer in the event that the Organizer uses the Smart Tickets Platform. Acceptance of these conditions shall create a binding contract between the Organizer and Smart Tickets Limited (the “Agreement”).
- 2.2. Please review the Agreement carefully and make sure that you understand it before using the Smart Tickets Platform. If you do not agree to the Agreement, you must cease use of the Smart Tickets Platform immediately.
- 2.3. Smart Tickets Limited may update these Terms from time to time so please review the relevant pages regularly. Should you object to any term or condition, guideline, or subsequent changes made to the Smart Tickets Platform then you must immediately cease use of the Smart Tickets Platform.
3. About the service
- 3.1. Under this Agreement, Smart Tickets Limited provides the Smart Tickets Platform (the “Services”) that has been developed to assist user pay for services using mobile money. Users buy directly from mobile phones by dialing *298*12# (the “USSD”) or from the mobile money menus of the telecoms or online from our website at www.smartkts.com (the “Website”).
- 3.2. Smart Tickets Limited provides the Smart Tickets Platform through the Website from where an Organizer can create, manage and promote quickly and easily their event, travel, permit, trade activities and sell to Users.
- 3.3. Organizers are provided with control panel from where to create and edit all information relating to the setup activities including without limitation location, date, ticket prices before the event is published. After the event is published, the organizer can access all the statistics about the event, validate tickets, and promote the event to Users.
- 3.4. Smart Tickets Limited acts only as an intermediary to facilitate the sale of services plus the distribution of tickets between the Organizer and Users. At no time is Smart Tickets Limited a party to any such agreement or responsible for the organization of any activity.
- 3.5. Following the conclusion of each event the User may access a system of ratings and reviews about the Organizer or the activity. Each User and Organizer expressly and irrevocably authorizes the publication of such ratings and reviews by Smart Tickets Limited on the Smart Tickets Platform and acknowledges that such ratings and reviews may remain posted permanently on the Smart Tickets Platform and accessible to all Users and the public in general.
- 3.6. Smart Tickets Limited reserves the right to sell advertising on the Smart Tickets Platform to third parties and to display relevant advertising including on the page of any activity.
- 3.7. Users may be sent text and/or email reminders and notifications about the activities and for promotion with an opt-in or out option.
- 4.1. Smart Ticket Limited undertakes to:
- 4.2. The Organizer undertakes to:
(a) maintain the Smart Tickets Platform so that the Organizer can promote its activities efficiently and sell and send tickets via the Smart Tickets Platform;
(b) communicate to the Organizer any statistical information Smart Tickets Limited has agreed to provide relating to the sale of tickets or any other relevant information;
(c) display the information uploaded by the Organizer in relation to any activity; and
(d) manage the sale of tickets for the setup activities and pay the Organizer the corresponding amounts due (less any costs) for the tickets sold, according to the provisions of Clause 5.
(a) provide all information necessary for the proper provision of the Service and in particular to keep its account information current and correct including without limitation any personal, business, banking or any other data;
(b) inform Smart Tickets Limited immediately of any activity on the Smart Tickets Platform that is or expected to be or have been cancelled or suspended and to amicably reach a settlement with the Users who have already bought tickets;
(c) respond to any third-party claim resulting from the sale of tickets to any of the activities posted on the Smart Tickets Platform by the Organizer;
(d) inform Smart Tickets Limited immediately and implement changes if any information relating to any activity changes or any terms or conditions or circumstances of sale, purchase, access, venue, place of meeting or other matters changes. The Organizer must pay for notifying any persons who have already bought tickets of any such changes;
(f) allow Smart Tickets Limited to operate processing and collection management for ticket sales;
(g) where applicable, pay for any ticketing or notification costs;
(h) maintain all appropriate licenses and authorizations necessary to enable it to hold the activities.
- 5.1. The use of the Smart Tickets Platform for the creation, management and publication of activities on the Smart Tickets Platform is free, but selling or sending tickets to Users attracts costs.
- 5.2. For ticket sales, Smart Tickets Limited;
- 5.3. The cost of the Services is determined as follows:
- 5.4. Payment terms for the above costs shall be as follows:
(a) Collects payment for tickets from Users on behalf of the Organizer through the payment aggregator linked to the Smart Tickets Platform using mobile money.
(b) Can send the collected money (less the costs) to the Organizer’s mobile money account in real time provided that the Organizer chooses this option, provides us with the mobile money number to send the money to, and where the transactions conform to the Bank of Uganda mobile money limitations.
(i) Mobile Money account can hold a daily maximum account balance of five (5) million Uganda Shilling.
(ii) Mobile Money account has a daily transaction limit of four (4) million Ugandan Shillings.
(c) Can hold the funds in respect of tickets sold and the Organizer shall invoice Smart Tickets Limited as soon as possible following the completion of that activity for an amount (the “Net Amount”) equal to the Total Amount less the Total Cost (Fees and other costs), which amount will be paid by Smart Tickets Limited via cheque or bank transfer as soon as possible within three (3) days following the date of issuance of the invoice.
(a) Smart Tickets Limited will charge a commission (fee) in respect of each ticket sold through the Service. The Fee shall be charged as a percentage (to be agreed by the organizer) of the face value of the ticket with different tariffs and thresholds.
(b) For activities, where tickets are sent for free to Users, the organizer will pay an agreed fee per ticket sent and will have to credit their account for pre paid, unless we have a post paid agreement with them where they pay after.
(c) The total costs for an activity will therefore be the total fees plus any applicable money transfer charge.
(d) In the event that an activity is cancelled and the Organizer is to refund the Users, the money may be sent through the Smart Tickets Platform and the Organizer shall pay the costs for sending such money.
(a) In the case of tickets sold, the costs are deducted automatically as the money is collected from the Users.
(b) In the case of sending free tickets on postpaid, Smart Tickets Limited will issue an invoice to the Organizer within two (2) days following the completion of the relevant activity or in prior agreed intervals in respect of the Total Fees for that activity. The Organizer shall pay the Total Fees for that activity to Smart Tickets Limited within three (3) days from the date of issue of the invoice.
(c) In the case of sending free tickets on prepaid tariff, Smart Tickets Limited shall deduct the amount for each ticket sent from the amount on the Organizer’s account, which will have been loaded through the payment aggregator linked to the Smart Tickets Platform using mobile money.
(d) Following the end of each ticket selling activity, Smart Tickets Limited shall within five (5) calendar days issue a settlement sheet to the Organizer via the Website showing the total face value of all tickets sold for the activity (the “Total Amount “), the total costs and the Net Amount paid to the Organizer.
(e) Any fees charged by Smart Tickets Limited are exclusive of value added tax payable in any jurisdiction. Where applicable, VAT shall be payable in addition to the fees stated above.
6. Disclaimer of warranties
- 6.1. Smart Tickets Limited provides the Smart Tickets Platform “as is” and without any warranty or condition, whether express, implied or statutory. Smart Tickets Limited specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
- 6.2. The Organizer agrees to indemnify and hold Smart Tickets Limited and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys’ fees and court costs, arising, directly or indirectly, out of its use of the Smart Tickets Platform or its violation of any law or the rights of any third party. In particular the Organizer acknowledges and agrees to be responsible for all damages caused to Users in the event that any activity is cancelled, and holds Smart Tickets Limited harmless against any claims that may arise as a result of such cancellation or any claims relating to the quality or performance of any activity which takes place.
- 6.3. The Organizer acknowledges and agrees that the service provided by Smart Tickets Limited may be subject to limitations, delays and other mishaps inherent in the use of the Internet and electronic communications. Smart Tickets Limited is not and shall not be responsible for delays, failures in communication or any other damage that may result from such setbacks.
- 6.4. Smart Tickets Limited acts only as an intermediary on behalf of itself and the Organizer between Users, managing the sale and distribution of tickets by the Organizer. At no time is Smart Tickets Limited a party to any contract between any Organizer and User.
7. Intellectual property
- 7.1. Smart Tickets Limited and or its licensor(s) are the sole owners of the Smart Ticket Platform, which includes any websites, domains, design, text, graphics, content and all software and source code connected with the Smart Tickets Platform other than Content belonging to the Organizer as set out in more detail below. Smart Tickets Limited grants you a limited license to use the Smart Tickets Platform solely as set out in this Agreement.
- 7.2. The Smart Tickets Platform is protected by Ugandan and International copyright, trademark, patent and other intellectual property laws.
- 7.3. Without limitation, this means that the Organizer may not sell, export, license, modify, copy, distribute or transmit the Smart Tickets Platform (or any part of it) or any material provided through the Smart Tickets Platform without Smart Tickets Limited prior express written consent.
- 7.4. Smart Tickets Limited grants you a limited license to use the Smart Tickets Platform solely as set out in these Terms. Any unauthorized use of the Smart Tickets Platform will result in the automatic termination of the limited license granted by Smart Tickets Limited. Smart Tickets Limited reserves the right to terminate the limited license without notice at any time following an unauthorized use by the Organizer of the Smart Tickets Platform.
- 7.5. All other trademarks not owned by Smart Tickets Limited that appear in connection with the Smart Tickets Platform are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Smart Tickets Limited.
- 7.6. The Organizer represents and warrants that it holds title to or is permitted to publish via the Smart Tickets Platform all intellectual and industrial property rights associated with any content included in each of the activities the Organizer creates and publishes on the Smart Tickets Platform. In order for Smart Tickets Limited to promote any activity on the Smart Tickets Platform, the Organizer grants a perpetual irrevocable transferrable license to Smart Tickets Limited all rights of exploitation in relation to such intellectual and industrial property rights.
- 8.3. Smart Tickets Limited may also communicate personal information about Users of the Smart Tickets Platform to the Organizer. The Organizer undertakes to treat such personal information only in accordance with the instructions of Smart Tickets Limited and in accordance with all applicable laws. In particular, the Organizer undertakes only to apply and use such personal information solely as required to hold any activities and undertakes not to communicate such personal information to third parties. The Organizer undertakes to delete and destroy all personal information provided by Smart Tickets Limited and relating to its Users promptly when the relevant activity has been completed or cancelled.
- 9.1. The contents of this Agreement and any information provided to the Organizer by Smart Tickets Limited as a result of the Organizer’s use of the Smart Tickets Platform shall be considered confidential information (hereinafter “Confidential Information”). Confidential Information shall not be disclosed to any third party or used for any purposes other than those contemplated by this Agreement, except in cases where the Confidential Information is required to be disclosed by law or by court or administrative order, in which case the Organizer shall notify Smart Tickets Limited of such disclosure as soon as possible.
- 10.1. All notices, requests, demands and other communications to be made by the Parties in connection with this Agreement shall be made by email or (in the case of Smart Tickets Limited) by posting a notice on the Website.
11. General Matters
- 11.1. If any court or competent authority decides that any term of this Agreement is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
- 11.2. Smart Tickets Limited’s failure to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision and will not relieve you from the obligation to comply with such provision.
- 11.3. You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights under this Agreement without Smart Tickets Limited’s prior express written consent.
- 11.4. These Terms set forth the entire understanding and agreement between you and Smart Tickets Limited with respect to the subject matter hereof.
12. Governing Law and Jurisdiction
- 12.1. Except as otherwise set out in English law, this Agreement shall be governed by and construed in accordance with Ugandan law.
- 12.2. The Parties intend in good faith to resolve any controversy or dispute arising out of or relating to this Agreement, its subject matter or formation (including any non-contractual disputes or claims).
- 12.3. The Parties shall jointly agree on an Arbitrator in case they cannot come to an agreement.
- 12.4. If an agreement is still not reached, the parties irrevocably agree to submit to the exclusive jurisdiction of the Ugandan Law.