Organiser Agreement

1. About this agreement

1.1 This agreement is between TicketSoft Limited, a company registered in Ireland (company number 794874), registered office Dockgate, Merchants Road, Galway H91 N2NE, Ireland, VAT number IE4459699WH, and the organiser named in the acceptance at the end of this agreement or in your TicketSoft Studio account. You may be a company, a club or association (incorporated or not), a county board or other sporting body, a charity, a partnership or an individual. If you are a club or other body that is not incorporated, clause 17 explains who the agreement is made with.

1.2 You accept this agreement by ticking the acceptance box in Studio or by signing the acceptance at the end. You must accept it before any of your events goes on sale. We keep a record of who accepted, when, and which version.

1.3 This agreement is made up of:

• (a) these clauses;
• (b) Schedule 1 (Fees);
• (c) Schedule 2 (Data processing terms);
• (d) the TicketSoft Ticket Purchase and Refund Policy;
• (e) the launch offer terms, if you are on the launch offer; and
• (f) any Commercial Schedule signed by you and us.

1.4 If these documents conflict, a signed Commercial Schedule wins, but only on the points it expressly covers. For example, a Commercial Schedule may set a minimum term in place of clause 16.2, or make your appointment of us exclusive in place of clause 2.1. Next come these clauses and the Schedules, then the launch offer terms. Our help pages and sales material explain how things work but are not part of this agreement. Where a help page says something different, this agreement applies.

1.5 Earlier signed agreements. If you signed a ticketing agreement with us before accepting this one, that earlier agreement continues to govern events you put on sale before you accepted this one, except as clause 1.6 provides. This agreement governs every event you put on sale after you accept it. The prices in your earlier agreement continue for those later events only if they are recorded in a Commercial Schedule.

1.6 Events already on sale. If any of your Events is on sale on TicketSoft when you accept this agreement:

• (a) clauses 8 to 12 (cancellations, refund requests, funding refunds, fees on refunds and Disputes), clause 15 (liability) and clause 16.5 (after this agreement ends) apply to every ticket for that Event, including tickets sold before you accepted;
• (b) clauses 12 and 15 apply to every Dispute raised after you accept, whenever the payment was made; and
• (c) Buyers who bought before you accepted keep every right they had when they bought. Nothing in this agreement reduces those rights.

This clause applies even where an earlier signed agreement covers the Event, unless a Commercial Schedule says otherwise.

1.7 In this agreement:

• "Amount Owed" means any amount you owe us under this agreement.
• "Buyer" means a person who buys a ticket for your Event on TicketSoft.
• "Connected Account" means your own Stripe account, connected to TicketSoft.
• "Counted Dispute" has the meaning in clause 12.12.
• "Dispute" has the meaning in clause 12.1.
• "Event" means any event, match, fixture, festival, show or other occasion you list on TicketSoft.
• "Event Page" means the page on ticketsoft.com and in the TicketSoft apps where your Event is sold.
• "Event Refund Policy" means the refund policy you choose for an Event under clause 4.5.
• "Hours" means clock hours, including weekends and public holidays.
• "Instant Payout" means a payout from your Connected Account to your bank account or debit card straight away, through Stripe, instead of after the Payout Delay (clause 7.6).
• "Level" means an organiser level, as published on business.ticketsoft.com (clause 7.6).
• "Paid Order" means an order for tickets to your Events in which the Buyer paid more than zero and the payment completed.
• "Payout Delay" means the time Your Share waits in your Connected Account before it is paid out to your bank (clauses 7.4 to 7.7).
• "Policy" means the TicketSoft Ticket Purchase and Refund Policy, published at https://ticketsoft.com/legal/ticket-purchase-and-refund-policy, in the version that applied when the ticket concerned was sold.
• "Processing Cost" means the fee Stripe charges us for processing a Buyer's payment. It is a separate charge, not part of the TicketSoft Fee.
• "Settled": an Event has Settled when 60 days have passed since it ended or was cancelled, every refund due for it has been paid, no Dispute about it is open, and no Amount Owed for it is overdue.
• "Studio" means TicketSoft Studio, our organiser dashboard.
• "Ticket Money" means everything Buyers pay for orders, including the ticket price and any booking or service fee. Where this agreement uses an amount of Ticket Money for an Event, such as €10,000, it means the total for all orders for that Event, expected or actual, before refunds.
• "TicketSoft Fee" means our fee for each paid ticket, set out in Schedule 1.
• "Working day" means Monday to Friday, except public holidays in Ireland.
• "Your Share" means Ticket Money less the TicketSoft Fee and the Processing Cost.

2. Appointment of TicketSoft as your agent

2.1 You appoint us as your agent to sell tickets for your Events on ticketsoft.com, in the TicketSoft apps and through any other channel we agree with you. The appointment is not exclusive. You may sell tickets elsewhere too, but you must make sure that total sales across all channels do not exceed the Event's capacity.

2.2 The contract to attend an Event is between the Buyer and you. We are not the organiser and do not supply the Event.

2.3 As your agent, you authorise us to:

• (a) conclude each ticket contract with a Buyer in your name, on the terms of the Policy, your Event Refund Policy and the Event Page. Those terms, including every promise the Policy makes to Buyers, form part of your contract with each Buyer;
• (b) list and promote your Events using information you give us;
• (c) take payment from Buyers in our own name, so that TicketSoft Limited appears on the Buyer's receipt and card statement;
• (d) issue tickets;
• (e) cancel tickets where the Policy allows, for example for fraud, a reversed payment or unlawful resale;
• (f) process refunds under the Policy and your Event Refund Policy;
• (g) respond to Disputes with card issuers;
• (h) contact Buyers about the Event, changes to it, refunds and their orders; and
• (i) show Buyers your name, your trader status and your contact details.

2.4 When a Buyer pays us for a ticket, that payment counts as payment to you. You must not ask a Buyer to pay you again for a ticket bought on TicketSoft, even if we have not yet transferred Your Share to you.

2.5 We use Stripe to process payments and move money. Buyers are charged on our Stripe account, and Your Share is transferred to your Connected Account under clause 7.

2.6 We sell as your agent. We do not buy tickets from you to resell them, and we do not take on the risk of your Event. That risk, including the cost of refunds, stays with you.

2.7 Your first Event. For your first Event on TicketSoft, we give you a named contact at TicketSoft whom you can reach from the time the Event goes on sale until it has ended.

3. Your Event and your responsibilities

3.1 You are responsible for your Event: for running it as described, on the date and at the time and venue shown on the Event Page; for its safety; and for everyone who works at it.

3.2 Accurate listings. From the moment an Event goes on sale, the Event Page must show accurately:

• (a) your name as organiser;
• (b) the Event's name, date, start time and venue;
• (c) what each ticket type includes, and its price;
• (d) any age limits, ID checks, bag searches or other entry conditions;
• (e) accessibility information;
• (f) your Event Refund Policy;
• (g) for sports fixtures, your rules for replays and abandoned matches (clause 4.9); and
• (h) anything else a Buyer would reasonably need to decide whether to buy.

You must correct anything inaccurate as soon as you know of it. If the change is a major change (clause 8.6), you must also tell us.

3.3 Licences and permissions. You must hold every licence, permit, permission and consent the Event needs. Examples include the venue's agreement, any event licence, Garda or local authority permissions, music licences (for example from IMRO and PPI), alcohol licences and any approval your governing body requires. You must hold them before the Event goes on sale, or as soon as the law allows. You must tell us at once if any of them is refused, withdrawn or at risk.

3.4 Safety. You must:

• (a) comply with every safety law and code, and every venue and governing-body rule, that applies to the Event;
• (b) keep sales within the venue's safe capacity;
• (c) provide proper stewarding and first aid; and
• (d) for events aimed at children, have safeguarding arrangements in place.

3.5 Insurance. You must hold public liability insurance of at least €6.5 million for any one claim, covering the Event. Cover must run from the time tickets go on sale until the Event ends. Cover held by your club or through your governing body counts if it covers the Event; for clubs, an example is the GAA or Camogie Association club insurance scheme. You must show us evidence of cover if we ask.

3.6 Pricing. You must not charge Buyers anything extra, at the door or anywhere else, for a ticket bought on TicketSoft. You must not ask us to show a price that leaves out any compulsory charge.

3.7 Scanning. You must scan every TicketSoft ticket at entry with the TicketSoft scanning app, and make sure each member of door staff uses the access we give them. Gate-scan records are our strongest evidence when a Buyer disputes a payment for an Event they attended (clause 12.3(c)).

3.8 Contact. For each Event you must name an Event contact who can be reached by phone and email from the time tickets go on sale until 14 days after the Event. You must also keep the email address on your account monitored. Our requests under clauses 8 to 12 have short deadlines.

3.9 Law. You must comply with every law that applies to you and your Event, including consumer protection, pricing, equality and data protection law and the Sale of Tickets Act 2021.

3.10 Marketing. Anything you say about the Event, in any channel, must be accurate and must not contradict the Policy or your Event Refund Policy.

4. The Ticket Purchase and Refund Policy and your Event Refund Policy

4.1 Every ticket sold on TicketSoft is sold under the Policy. You agree to honour every promise the Policy makes to Buyers. This applies whether or not you are a trader, and whether or not the law would otherwise require it. In particular, you agree that:

• (a) when an Event is cancelled, Buyers are refunded in full without having to ask, including all fees, to their original payment method, within 14 days of the cancellation being announced (Policy section 7);
• (b) moving an Event behind closed doors, so that ticket holders cannot attend, is a cancellation (Policy 7.2);
• (c) when an Event is postponed or rescheduled, tickets are valid for the new date. A Buyer who can't attend the new date can claim a full refund within 14 days of being told about it, and must be refunded within 14 days of claiming (Policy 8.1 and 8.2);
• (d) while a postponed Event has no new date, Buyers can claim a full refund at any time. If no new date is announced within 90 days of the original date, the Event is treated as cancelled, and the 90th day counts as the day the cancellation is announced (Policy 8.3);
• (e) a sports fixture that is called off before it starts, or re-fixed, is treated as postponed (Policy 8.4(a));
• (f) if a match is abandoned before half-time, each Buyer may choose a full refund or free entry to the re-fixed match, and gets a full refund if it is not re-fixed (clause 4.9(b) and Policy 8.4(c));
• (g) after any major change listed in the Policy, a Buyer can choose a full refund (Policy section 9);
• (h) where part of an Event does not go ahead, or capacity or facilities are significantly reduced, Buyers get the partial refund clause 4.2 gives them, in the amount agreed or decided under clause 8.7 (Policy 9.3);
• (i) Buyers may pass tickets on free of charge, and may resell them for no more than the original price (Policy section 10 and clause 13);
• (j) Buyers get at least what your Event Refund Policy promised when they bought; and
• (k) refund requests that need your decision are answered within 5 working days (Policy 15.3 and clause 9).

4.2 Consumer law as if you were a trader. Wherever the Policy or this agreement refers to consumer law, or to Buyers' rights under it, you give each Buyer at least what the Consumer Rights Act 2022 would give them if you were a trader and the Buyer a consumer. This applies even if you are not a trader, or the Buyer is not a consumer, and whatever you declare under clause 5.1.

4.3 Your Event Refund Policy can give Buyers more than the Policy does, but never less.

4.4 The Policy may change over time. Each ticket is governed by the version that applied when it was sold. We will tell you about any change at least 30 days before it applies to new sales, unless the law requires a change sooner.

4.5 Choosing your Event Refund Policy. Before each Event goes on sale, you choose one of these in Studio:

• (a) "No refunds, except as required by law and the TicketSoft Ticket Purchase and Refund Policy";
• (b) "Refunds on request up to 7 days before the Event";
• (c) "Refunds on request up to 1 day (24 hours) before the Event starts"; or
• (d) a custom policy that is more generous to Buyers than (a), with any deadline you choose, in wording we have approved.

If you don't choose, (a) applies.

4.6 Booking and service fees on change-of-mind refunds. If the TicketSoft Fee or the Processing Cost is passed on to Buyers and shown as a booking or service fee (clause 6.2), a refund under clause 4.5(b), (c) or (d) does not include that fee, unless you choose in Studio to refund it too. If no booking or service fee was shown, the Buyer gets back everything they paid. Clause 11 sets out who bears the fees.

4.7 No tightening after sale. Once the first ticket for an Event is sold, you cannot change that Event's refund policy to one that is less generous to Buyers. This applies to tickets already sold and to tickets still to be sold. You may make the policy more generous at any time, and a more generous change applies to everyone who already holds a ticket.

4.8 Your Event Refund Policy is shown on the Event Page and at checkout. Buyers must accept it, together with the Policy, before they pay.

4.9 Sports fixtures. For sports fixtures, your Event Page must state your rules for replays and for matches abandoned after they start (Policy 8.4(b) to (e)). Your rules cannot give Buyers less than clause 4.2 does. Studio fills in these rules for you unless you state your own:

• (a) a ticket is not valid for a replay, which is a separate Event;
• (b) if a match is abandoned before half-time, each Buyer may choose a full refund or free entry to the re-fixed match. If the match is not re-fixed, each Buyer gets a full refund. This rule applies whatever your own rules say; and
• (c) if a match is abandoned at or after half-time, your stated rules apply. If you have stated none, no refund is due, unless clause 4.2 requires one.

For a sport without halves, "half-time" means the halfway point of the scheduled playing time.

4.10 You must not tell Buyers anything that contradicts the Policy. For example, you must not say that a cancelled Event will not be refunded, or that Buyers will only get a credit. You may offer a credit, or a ticket to another Event, but only as something a Buyer can choose instead of a refund. The refund remains their right.

5. Declarations

5.1 Trader status. Before your first Event goes on sale, you must declare in Studio whether you sell tickets as a trader, meaning for the purposes of a trade, business, craft or profession, or as a non-trader, such as a voluntary club raising funds for its activities. We show your declaration to Buyers, as the Consumer Rights Act 2022 requires. If your status differs from one Event to another, you must declare it for each Event.

5.2 Whatever you declare, you agree to honour the Policy in full (clause 4.1) and to give Buyers the rights in clause 4.2. A non-trader declaration changes what we must tell Buyers about consumer law. It does not change what you owe Buyers under this agreement.

5.3 Amateur sports club or charity. A charitable organisation, or an amateur sports club, may declare that status in Studio. An amateur sports club is a not-for-profit club whose main purpose is providing facilities for, and promoting participation in, sport. Making the declaration means confirming that the proceeds of your ticket sales are used only to fund your club or charity. The declaration matters for one thing only: under section 18 of the Sale of Tickets Act 2021, resale by such a club or charity to raise funds for itself is not caught by the ban on reselling above the original price. It does not let anyone resell a ticket bought on TicketSoft above the original price (clause 13.2), and it changes nothing else in this agreement. A club or body organised on a county, provincial, regional or national basis, such as a county board, is not an amateur sports club for this purpose and must not make this declaration.

5.4 Designated venues and events. We check each Event's venue against the list of venues designated under the Sale of Tickets Act 2021 (generally venues with a capacity of 1,000 or more), as section 16 of that Act requires of us as a seller of tickets. Before an Event goes on sale, you must tell us whether the Event itself has been designated under that Act, and give us the venue's capacity if we ask. Where the Event or its venue is designated, we show the notice section 16 requires, that resale above the original price is prohibited, on the Event Page and in listings, and on the ticket or in the confirmation email.

5.5 Names and ID. If you want names on tickets, or want ticket holders to show ID, you must tell us the reason before going on sale. The reason must be safety, public health or public order. We will show the requirement and the reason on the Event Page. You may not impose name or ID rules for any other reason (clause 13.3).

5.6 Accuracy. Every declaration must be true when you make it. If it stops being true, you must update it within 5 working days. You are responsible for any fine, claim or loss caused by a wrong declaration (clause 15.2). We may ask for reasonable evidence, such as your constitution, charity number or CRO number.

6. Fees and VAT

6.1 Every paid ticket carries the TicketSoft Fee and the Processing Cost, at the rates in Schedule 1. Free tickets carry neither. The Processing Cost is Stripe's charge for processing the Buyer's payment. It is a separate charge, not part of the TicketSoft Fee.

6.2 What the Buyer pays. Before each Event goes on sale, you make two separate choices in Studio:

• (a) whether to absorb the TicketSoft Fee, so that it comes out of Your Share, or pass it on to the Buyer; and
• (b) whether to absorb the Processing Cost, so that it comes out of Your Share, or pass it on to the Buyer.

You may make the same choice for both, or a different choice for each. You may change either choice for future sales, but never for tickets already sold.

6.3 No card surcharges. Irish law makes surcharges for paying by card unenforceable. Buyers must never be charged a separate fee for paying by card or by any particular payment method. So:

• (a) anything passed on is shown to Buyers as a booking or service fee included in the total price, never as a charge for paying by card;
• (b) the amount passed on must be the same whatever payment method the Buyer uses; and
• (c) where you pass on the Processing Cost, Buyers pay our estimate of it, worked out before they pay. Any difference between our estimate and Stripe's actual charge, in either direction, is yours.

6.4 How fees are paid. We take the TicketSoft Fee and the Processing Cost out of the Ticket Money before we transfer Your Share, whether the Buyer paid them or you absorbed them. If for any reason we cannot, we recover them under clause 10.3.

6.5 VAT. The TicketSoft Fee includes VAT at the Irish standard rate, currently 23%. Each month we make a statement and a VAT invoice for TicketSoft Fees available in Studio. You are responsible for any VAT or other tax due on your ticket sales and your Event.

6.6 Commercial Schedules and the launch offer. If you have a signed Commercial Schedule, its rates replace those in Schedule 1 to the extent it says. If you are approved for the launch offer, its terms apply as published at https://business.ticketsoft.com/launch-offer on the date of your approval. The launch offer is only for new organisers: it is not available if you, or your organisation under any name, have ticketed with TicketSoft before. It cannot be combined with a Commercial Schedule unless we approve the combination expressly in writing.

6.7 Changing our standard fees. We may change Schedule 1 on 30 days' notice. A change applies only to Events that go on sale after it takes effect, unless you agree otherwise.

7. Payouts

7.1 How money moves. Buyers are charged on our Stripe account. We transfer Your Share of each sale to your Connected Account within minutes of the sale. Your Connected Account then pays out to your bank after the Payout Delay. Money in your Connected Account belongs to you, subject to this agreement.

7.2 Your Connected Account. You must open and keep a Connected Account, accept Stripe's terms for connected accounts, complete Stripe's verification and keep your details up to date. Your Connected Account is set up so that we manage its payout schedule. We do not control Stripe's verification, holds or payout limits, and we are not responsible for delays they cause.

7.3 What you authorise us to do. You authorise us, and authorise Stripe acting on our instructions, to:

• (a) reverse transfers made to your Connected Account, to recover any Amount Owed, even where this makes its balance negative;
• (b) deduct any Amount Owed from transfers of Your Share from any of your Events, and so from your future payouts;
• (c) set and change the payout schedule of your Connected Account, including the Payout Delay, as this clause 7 provides and within the limit in clause 7.8; and
• (d) keep Stripe's setting to debit negative balances switched on for your Connected Account, so that where its balance is negative, Stripe debits the bank account linked to it, as Stripe's terms allow.

7.4 Standard payouts. Unless clause 7.5 or 7.7 applies, Your Share reaches your Connected Account within minutes of each sale, then waits there for 7 days, the Payout Delay, and is paid out to your bank on a rolling daily basis. For example, money from Monday's sales is paid out the following Monday, or on Stripe's next payout day after that. Your bank may take a further 1 to 2 working days. You can see the money in Studio throughout. The Payout Delay lets us recover early refunds and Disputes from your Connected Account balance (clause 10.3(b)) without asking you for money.

7.5 Your first large Event. For the first of your Events whose Ticket Money exceeds €10,000, the Payout Delay runs until 7 days after that Event ends. Your Share still reaches your Connected Account within minutes of each sale, and you can see it in Studio. Your later Events go on standard payouts under clause 7.4, unless clause 7.7 applies.

7.6 Organiser Levels and Instant Payouts.

• (a) You reach organiser Levels by the number of paid tickets sold for your Events on TicketSoft over the life of your account. Levels are earned by tickets sold only.
• (b) The Levels, the number of tickets each needs and what each includes, such as Instant Payouts, are as published on business.ticketsoft.com. Studio shows your current Level.
• (c) Where your Level includes Instant Payouts, you may ask in Studio for money in your Connected Account to be paid out straight away instead of after the Payout Delay, within Stripe's eligibility rules and limits. Any fee for an Instant Payout is shown in Studio before you confirm it.
• (d) We may pause Instant Payouts for an Event, or for all your Events, while clause 7.7 applies to it.
• (e) We may change the Levels, and what each includes, under clause 19.

7.7 A longer Payout Delay. We may lengthen the Payout Delay for an Event, or for all your Events, up to paying out 7 days after the Event ends, if:

• (a) in any 90 days, your Events have 3 or more Counted Disputes, and those Counted Disputes are more than 0.5% of your Paid Orders in that period or in the 90 days before it, whichever has more Paid Orders;
• (b) in the last 12 months, you have missed a deadline to fund refunds (clause 10.2);
• (c) an Amount Owed is more than 7 days overdue;
• (d) the Event has been cancelled, or postponed with no new date, or we reasonably believe it is at serious risk of not going ahead. Examples: a licence is refused, the venue is lost, the headline act withdraws, or you appear unable to pay your debts;
• (e) Stripe has restricted your Connected Account, or its balance is negative; or
• (f) a declaration you made, or important information about the Event, was false or misleading.

We do not keep back a reserve from Your Share, in your Connected Account or in ours. A longer Payout Delay is the only step we take on your payouts under this clause.

7.8 Where the money sits, and the 90-day limit.

• (a) The Payout Delay, however long, applies only in your own Connected Account, through its payout schedule. We never hold Your Share in our own account.
• (b) Money waiting in your Connected Account belongs to you. We may use it only to recover Amounts Owed under clause 10.3. We pay no interest on it.
• (c) No amount waits in your Connected Account under this agreement for more than 90 days after it reaches it. Anything still waiting on day 90 is paid out to your bank on the next payout, whatever any other clause says.

7.9 How we tell you, and going back to standard payouts. We will email you saying which Events a longer Payout Delay applies to, how long it is, and why. A change applies to sales made after we tell you. Under clause 7.7(c), (d) or (e), a change can take effect at once and can cover money still in your Connected Account; we then delay only what we reasonably need to cover refunds, Disputes and Amounts Owed for the Events concerned. We will put you back on standard payouts once the reason no longer applies and your next Event has Settled. You may ask us to review the Payout Delay at any time, and we will reply within 5 working days.

7.10 Open refunds and Disputes. If a refund or Dispute is still open when money is due to be paid out, we may delay the payout of that amount until the refund or Dispute is resolved, but never beyond the 90-day limit in clause 7.8.

7.11 If we stop operating. Your Share, including money waiting out the Payout Delay, is in your own Connected Account, not ours. If we stop operating, we will release the Payout Delay, less any Amount Owed then due. You remain responsible for refunds owed to your Buyers. We, or anyone acting for us, will give you the Buyer and order data you need to make those refunds.

8. Cancellations, postponements and major changes

8.1 You must tell us within 24 hours, by email to refunds@ticketsoft.com and in Studio, if you decide, or become aware that you will have to:

• (a) cancel an Event;
• (b) postpone or reschedule it;
• (c) hold it behind closed doors;
• (d) make a major change listed in clause 8.6; or
• (e) run only part of it, or run it with significantly reduced capacity or facilities.

Your notice must give the reason and, where known, the new date, time or venue. You must not announce any of these publicly without telling us at the same time.

8.2 Once you have told us, we may update or take down the Event Page, stop sales, email ticket holders and process refunds. We may do the same if we learn of the change another way and cannot reach you within 12 hours. We will try to agree the wording of messages to Buyers with you, but we will not delay any message the Policy requires.

8.3 Cancellation. Every Buyer is refunded in full, including all fees, to the original payment method, within 14 days of the cancellation being announced. You fund these refunds under clause 10, and we make them without Buyers having to ask, once you have funded them. Moving an Event behind closed doors, so that ticket holders cannot attend, is a cancellation.

8.4 Postponement. You must announce a new date as soon as you can, and tickets remain valid for it. A Buyer who cannot attend the new date can claim a full refund within 14 days of being told about it, and must be refunded within 14 days of the claim. Until a new date is announced, Buyers can claim a full refund at any time. If no new date is announced within 90 days of the original date, the Event is treated as cancelled and clause 8.3 applies, with the 90th day counting as the day the cancellation is announced.

8.5 Sports fixtures. A match that is called off before it starts, or re-fixed, is postponed. Clause 4.9 applies to replays and abandoned matches.

8.6 Major changes. The following are major changes:

• (a) a change of date;
• (b) a move to a venue in a different town or city;
• (c) a change of the headline act for a concert or show;
• (d) a change of start time of more than 3 hours; and
• (e) moving ticket holders to a lower-priced seat or area.

After a major change, every ticket holder can claim a full refund through the process in clause 8.4. The changes listed in Policy 9.2 are not major changes, but you must still keep the Event Page accurate.

8.7 Partial Events. If part of an Event does not go ahead, or capacity or facilities are significantly reduced, you and we must try to agree, within 5 working days of your notice under clause 8.1, the partial refund Buyers are owed under clause 4.2. If we have not agreed by then, we decide the partial refund, acting reasonably, and tell you why. You fund that refund under clause 10.

8.8 Costs. The costs of a cancellation, postponement or change are yours. They include the refunds, the fees under clause 11 and any Processing Cost Stripe does not return. We charge no extra fee for processing cancellation refunds or for sending the standard messages to Buyers.

9. Buyer refund requests

9.1 Buyers send their refund requests to us first, at refunds@ticketsoft.com. Where the Policy or your Event Refund Policy settles a request, we deal with it. We pass to you any request that needs your decision, such as a goodwill request outside your policy or a claim for a partial refund.

9.2 You must answer every request we pass to you within 5 working days, in Studio or by email. Say whether you approve it, and if not, why not.

9.3 If you do not answer in time, we may decide the request ourselves by applying your Event Refund Policy, the Policy and clause 4.2. If you answer, but you and we disagree about a claim for a partial refund, clause 8.7 applies. You fund any refund we approve.

9.4 Every refund of a TicketSoft order goes through TicketSoft, to the original payment method. You must not refund a TicketSoft order in cash, by bank transfer or in any other way. If you do, you must tell us at once, and you are responsible for any double refund or Dispute that follows.

9.5 You handle complaints about the Event itself, for example about the venue, the performance or the staff. We may give the Buyer your contact details and pass their complaint to you.

10. Funding refunds and recovering what you owe

10.1 Refunds are owed by you. We process refunds but do not fund them, except where clause 11.4 or 11.5 says so. You fund every refund due under the Policy, your Event Refund Policy or this agreement, including any booking or service fee where the Buyer is entitled to it back.

10.2 Funding requests. Sometimes a refund will be due when we cannot recover the money at once under clause 10.3(a) or (b). We will then send you a funding request by email and in Studio, showing the amount and the refunds it covers. You must pay it within 2 working days, meaning by the later of:

• (a) 48 hours after we send it; and
• (b) 17:00 Irish time on the second working day after the day we send it.

For example, a request sent at 10:00 on a Friday must be paid by 17:00 on the following Tuesday. You may pay:

• (c) by making sure your Connected Account holds enough for us to reverse transfers for the amount;
• (d) by bank transfer to the TicketSoft account named in the request; or
• (e) in any other way we agree in writing.

If you have not paid by the deadline, we may recover the amount under clause 10.3, and clause 10.5 also applies.

10.3 How we recover Amounts Owed. For any Amount Owed, whether for refunds, Disputes, fees or anything else, we may, without asking first:

• (a) deduct it from Your Share of new sales on any of your Events, and so from your future payouts, and apply it to the Amount Owed at once;
• (b) reverse transfers made to your Connected Account, using money waiting there during the Payout Delay;
• (c) where your Connected Account balance is negative, including because of a reversal under (b), have Stripe debit the bank account linked to it (clause 7.3(d)); and
• (d) invoice you, with the invoice payable within 7 days of its date.

We use these in that order, unless an earlier route is not available or would not recover the amount in time to meet a deadline owed to a Buyer, to Stripe or to a card issuer. Every recovery is shown in Studio.

10.4 We may refund Buyers before you fund it. To meet the Policy's deadlines and avoid Disputes, we may pay a refund before you have funded it, but we do not have to. Any amount we pay this way is an Amount Owed and is due at once.

10.5 If you don't fund refunds. If you miss a funding deadline, we may also:

• (a) stop sales on all your Events;
• (b) lengthen the Payout Delay for your Events (clause 7.7);
• (c) tell the Buyers affected that you have not funded their refund, and give them your name as organiser, the Event contact's email address and, if you are a company, your registered office address, so that they can pursue you. We do this on the basis of our legitimate interests and those of the Buyers. We will not give out any officer's or committee member's home address or personal phone number; and
• (d) take legal steps to recover the debt.

10.6 Every Amount Owed is a debt you owe TicketSoft, and it remains owed after this agreement ends.

10.7 You must pay our reasonable costs of recovering an overdue Amount Owed, including legal fees.

10.8 Late payment. If you do not pay an Amount Owed on time:

• (a) if you are a trader, and the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012) apply, we may charge interest under those Regulations, from the due date until payment, at the European Central Bank's main refinancing rate plus 8 percentage points a year. We may also claim the fixed compensation those Regulations allow: €40 for a debt under €1,000; €70 for a debt of €1,000 or more but under €10,000; and €100 for a debt of €10,000 or more; and
• (b) if you are not a trader, or those Regulations do not apply to you for any other reason, you agree as a term of this agreement to pay simple interest at the same rate, from the due date until payment. The fixed compensation in (a) does not apply to you.

10.9 You must pay every Amount Owed in full, without deducting anything you say we owe you. If you disagree with an amount, tell us within 30 days of the statement or invoice that shows it. We will review it in good faith, and if we were wrong, we will repay you within 5 working days.

11. Fees when tickets are refunded

11.1 The general rule. On every refund, whatever the reason, we keep the TicketSoft Fee and Stripe keeps the Processing Cost. You bear both, as well as funding the refund itself. The only exceptions are in clauses 11.4 to 11.6.

11.2 Change-of-mind and goodwill refunds. When a ticket is refunded under your Event Refund Policy or as a goodwill gesture:

• (a) if no booking or service fee was shown to the Buyer, you fund the full amount the Buyer paid;
• (b) if a booking or service fee was shown and the refund does not include it (clause 4.6), you fund the ticket price; and
• (c) if you chose to refund the booking or service fee too, you fund the ticket price and that fee.

11.3 Cancellations, postponements, major changes and partial Events. When a refund is due because an Event is cancelled, postponed, moved behind closed doors, changed in a major way, or only partly delivered:

• (a) the Buyer gets back everything they are owed, including any booking or service fee;
• (b) you fund all of it, including that fee;
• (c) the TicketSoft Fee for the ticket is still owed by you, so we keep the fee we collected; and
• (d) Stripe keeps the Processing Cost, which is yours.

This is a matter between you and us. It never reduces the Buyer's refund.

11.4 Our mistakes. If a refund is needed because of our own error, such as a duplicate charge, a wrong amount or a technical fault on our side, we fund the refund, return the TicketSoft Fee and bear the Processing Cost.

11.5 Suspected fraud. If we cancel an order because we reasonably believe the card or account was used without the holder's permission (Policy 12.2), we fund the refund, return the TicketSoft Fee and bear the Processing Cost, as we would bear a fraud Dispute under clause 12.3(a). Cancelling early usually avoids a Dispute and its fee.

11.6 Launch offer. Tickets within your launch offer allowance carry no TicketSoft Fee, so we keep no TicketSoft Fee when they are refunded. Within the launch offer allowance, refunded, cancelled and charged-back tickets carry no TicketSoft Fee and do not use up the allowance. The Processing Cost still applies, and clause 11.1 applies to it.

12. Chargebacks and disputes

12.1 A "Dispute" is any chargeback, payment dispute, retrieval request or inquiry raised by a Buyer's card issuer or bank about a payment for tickets to your Event, whatever the reason. Examples include claims that the payment was fraudulent or unauthorised, that the Event did not happen or was not as described, or that a refund was not given.

12.2 Why this matters. We take payments as your agent, but Stripe's rules make us liable for every Dispute, and for any negative balance on your Connected Account. Stripe takes the disputed amount and its dispute fee from our account. By the time a Dispute arrives, the ticket money has normally already been transferred to you. This clause decides who bears each Dispute, according to its reason. The same rules apply to every organiser.

12.3 Who bears a Dispute.

• (a) Fraud and our errors: we bear the disputed amount, Stripe's dispute fee and any other charge for the Dispute where:

• (i) the Dispute is for fraud, meaning the card or account was used without the holder's permission; or
• (ii) the Dispute was caused by our own error, namely: our system charged the Buyer twice or charged the wrong amount; tickets were not delivered because of a fault on our side; you funded a refund on time and we failed to process it by the Policy's deadline; the payment resulted from a security breach of our systems; we failed to submit evidence you gave us on time; or we failed to record the Buyer's acceptance of the Policy at checkout, and that is why the Dispute was lost.

• We ask for card verification, such as 3D Secure, on every payment.
• (b) Event problems: you bear the disputed amount, Stripe's dispute fee and any other charge for the Dispute where it arises because the Event was cancelled, postponed, moved or changed, did not go ahead as advertised or was not as described, or because the Buyer did not receive a refund that was due under the Policy or your Event Refund Policy, other than through our error under (a).
• (c) Attended but disputed: where the tickets in the disputed order were scanned at entry to an Event that went ahead, we contest the Dispute using the gate-scan records and our other evidence. If we win, or the Dispute is withdrawn, you pay nothing. If we lose, you bear the disputed amount.
• (d) Any other Dispute: we decide whether to contest it. If it is lost or accepted, you bear the disputed amount, and you bear Stripe's dispute fee only if we did not contest it.

The disputed amount means the full amount the card issuer reverses, including any booking or service fee.

12.4 Stripe's dispute fee. Stripe's dispute fee (Schedule 1, item 4) follows the same split as the disputed amount. We do not charge you Stripe's dispute fee for a Dispute under clause 12.3(c) or (d) that we contest, whatever the outcome. Your Level may include further help with dispute fees, as published (clause 7.6).

12.5 When you pay. We may recover the amounts you bear under clause 12.3 as soon as Stripe takes them from us, using clause 10.3. If the Dispute is later decided in our favour, or withdrawn, we pass back to you whatever Stripe returns to us for it, within 5 working days of receiving it.

12.6 Evidence. You must give us the evidence we ask for within 5 working days of our request, or by any earlier date we give in the request because the card issuer's deadline needs it. We will never give you less than 2 working days. The evidence may include:

• (a) proof that the Event took place as advertised, such as photos, a match report, a result or a programme;
• (b) any messages between you and the Buyer;
• (c) any refund request the Buyer made to you;
• (d) any entry or attendance records you hold outside TicketSoft; and
• (e) anything else relevant.

We add our own records: the Buyer's acceptance of the Policy and your Event Refund Policy, ticket delivery, gate-scan records from the TicketSoft scanning app, showing when and at which entrance each ticket was scanned, and account and device data.

12.7 Contesting. We contest every Dispute under clause 12.3(c). For other Disputes, we decide whether to contest, accept or settle, acting reasonably and taking into account the evidence, the amount and the likely outcome. Settling can include refunding the Buyer while an inquiry is still open. You may ask us to contest a Dispute and we will consider it. Card issuers, not we, decide the outcome.

12.8 While a Dispute is open, you must not refund the Buyer yourself, or offer them anything to withdraw it, without telling us. You may contact the Buyer to resolve the matter, as long as you do so politely and without pressure.

12.9 When a payment is reversed, the tickets in that order are cancelled and will not scan. If the Dispute is decided in our favour or withdrawn before the Event, we reinstate them (Policy 12.3).

12.10 Recovering from Buyers. If we recover from a Buyer an amount that a Dispute reversed (Policy 12.4), we pass it to you, less our reasonable costs of recovering it. We pass on no more than you paid us for that Dispute.

12.11 Dispute levels. Card schemes monitor dispute rates, and high rates put our ability to take payments at risk. If your Events have high levels of Counted Disputes, we may lengthen your Payout Delay (clause 7.7), require changes to how you describe or run your Events, or suspend sales (clause 16).

12.12 Counted Disputes. For clauses 7.7 and 12.11, a "Counted Dispute" is a Dispute that was decided against us or that we accepted. Inquiries and retrieval requests do not count, and nor do Disputes that are withdrawn or decided in our favour, or Disputes we bear under clause 12.3(a). A Counted Dispute counts on the day it is decided or accepted.

13. Ticket transfers, resale and entry

13.1 Buyers may pass tickets on to someone else free of charge, and may resell them for no more than the original price paid, including fees (Sale of Tickets Act 2021, section 19). You must not tell Buyers that tickets are non-transferable. You must admit the holder of a validly passed-on ticket just as you would the original Buyer.

13.2 Resale above the original price is not allowed for any Event on TicketSoft (Policy 10.2), whether or not the Event or its venue is designated under the Sale of Tickets Act 2021. Where section 16 of that Act applies, we also show the notice described in clause 5.4.

13.3 You may require names on tickets, or ID at entry, only for reasons of safety, public health or public order. You must declare the reason to us under clause 5.5, and it must be shown on the Event Page before sale.

13.4 Each ticket's code admits one person, on its first scan. A copied ticket gives no further right of entry. Where a scan shows a ticket as already used, door staff should check the ticket and the attendee record before deciding.

13.5 You may refuse entry to someone, or remove them, only on the grounds in section 11 of the Policy and the entry conditions shown on the Event Page.

13.6 High-demand on-sales. For high-demand on-sales we may run a queue that admits verified accounts first. Optional features, such as presales, have their own terms in Studio.

14. Data protection

14.1 Who is responsible. You and we are each an independent controller of the personal data each of us uses for its own purposes. We are your processor only for Instructed Data (clause 14.5), under Schedule 2. We do not decide together with you why or how any personal data is used, and neither of us is a joint controller with the other.

14.2 Our purposes as controller. We are the controller of the personal data about Buyers and attendees that we collect at checkout and through TicketSoft, and of the records we create, which we use for our own purposes:

• (a) running TicketSoft accounts;
• (b) the checkout, including taking orders and payments;
• (c) issuing tickets;
• (d) recording tickets on the blockchain;
• (e) checking tickets at entry with the TicketSoft scanning app, and keeping scan records;
• (f) preventing fraud and misuse;
• (g) handling refunds and Disputes;
• (h) keeping the records the law requires;
• (i) improving our services;
• (j) our own marketing, where the Buyer has agreed to it; and
• (k) disclosing Event Data to you under clause 14.3, so that you can run your Event.

When your door staff scan tickets with the scanning app, they are using our system, and the scan records are ours; you receive a copy in your scan reports. Our Privacy Notice, at https://ticketsoft.com/privacy, explains all of this to Buyers and attendees.

14.3 Data we pass to you. So that you can run your Event, we make the following available to you in Studio ("Event Data"):

• (a) attendee lists: each Buyer's name, email address and order details, and the attendee details collected for each ticket;
• (b) scan reports for your Event;
• (c) answers to the checkout questions, including your own questions under clause 14.5(a);
• (d) access needs, where the Buyer has agreed to share them with you (clause 14.8); and
• (e) the name and email address of each Buyer who ticked your marketing box at checkout.

Once we make Event Data available to you, you are an independent controller of it and of everything you do with it. We are not responsible for your use of it.

14.4 Your privacy notice. Before your first Event goes on sale, you must either:

• (a) give us, in Studio, a link to your own privacy notice, which must explain how you use Event Data; or
• (b) adopt our template organiser privacy notice in Studio, completed with your details.

We show the link, or your completed template, on your Event Page and at checkout. You must keep your notice accurate and the link working.

14.5 Where we are your processor. We process the following personal data only on your instructions, as your processor ("Instructed Data"):

• (a) answers to any questions you add to the checkout;
• (b) guest lists you upload to Studio; and
• (c) exports you create in Studio, until you download them.

Schedule 2 sets out the terms of that processing, as Article 28 of the GDPR requires. Once a ticket is issued from a guest list, the ticket and its scan records are ours as controller under clause 14.2. Once you download an export, your copy is Event Data.

14.6 You must:

• (a) have a lawful basis for your own use of Event Data;
• (b) give Buyers and attendees any privacy information you are required to give;
• (c) send marketing only to Buyers who ticked your marketing box at checkout, and stop sending it to a Buyer within 2 working days of our telling you, in Studio or by email, that they have withdrawn, or at once if they tell you directly;
• (d) keep secure any Event Data you export; and
• (e) give each person who uses Studio or the scanning app their own login, and never share one.

14.7 Requests from individuals. Each of us deals with requests about the personal data it controls. If either of us receives a request about data the other controls, it will pass the request on within 5 working days and give reasonable help. For Instructed Data, we help you under Schedule 2.

14.8 Access needs. We collect access needs, as controller, only where you switch them on for an Event in Studio. The Buyer chooses from a fixed list, with no free text, and must tick a separate box agreeing that we and you may use them. We pass them to you only to arrange access for that ticket at that Event. You must use them only for that purpose, and delete your copy 30 days after the Event ends or is cancelled. We delete ours at the same time. You must not ask for access needs, health data or any other special category data in your own checkout questions unless we agree in writing.

14.9 You must tell us within 48 hours if a personal data breach on your side involves data from TicketSoft or access to Studio, and work with us to deal with it.

15. Liability and indemnity

15.1 Your Event is your responsibility. We are not responsible for the Event, its safety or its content, or for anything that happens at it.

15.2 Your indemnity. You will cover us for any claim, loss, fine, penalty or cost, including reasonable legal costs, that we suffer because of any of the following. Covering us means you defend us against the claim and pay us back.

• (a) your Event, including injury, damage, cancellation, postponement or change, or the Event not being as described;
• (b) your breach of this agreement or of the law;
• (c) a wrong declaration you made;
• (d) a claim that something at your Event, or in your listing, infringes someone else's rights;
• (e) your use of Event Data as its controller, or your instructions to us about Instructed Data (clause 14); or
• (f) a Buyer's claim against us for a refund or other remedy that you owe under the Policy or the law.

This indemnity does not apply to the extent that the loss is caused by our breach of this agreement or our negligence. Clause 15.6 limits it.

15.3 We are not liable for loss of profit, revenue, sales, goodwill or reputation, or for any indirect or consequential loss.

15.4 Our cap. Our total liability to you under or in connection with this agreement, in any 12 months, is limited to the greater of:

• (a) the TicketSoft Fees you paid in the 12 months before the event that gives rise to the claim; and
• (b) €1,000.

15.5 What our cap does not cover. Our cap does not apply to:

• (a) our duty to pay you Your Share, less Amounts Owed;
• (b) liability for death or personal injury caused by negligence;
• (c) fraud; or
• (d) anything else the law does not allow us to limit.

15.6 Your cap. Your total liability to us for all claims arising from any one Event is limited to the greater of €50,000 and the Ticket Money for that Event. For claims not linked to an Event, the limit is €50,000 in any 12 months. This limit does not apply to:

• (a) Amounts Owed, including the refunds, Dispute amounts and fees you must fund or pay;
• (b) fraud;
• (c) any claim covered by your insurance under clause 3.5, or that would have been covered if you had held the insurance that clause requires; or
• (d) anything else the law does not allow to be limited.

A fine or penalty imposed on us because of your breach of the law is recoverable from you under clause 15.2, and counts towards this limit.

15.7 Our service. We take reasonable care to keep TicketSoft available and working, but we cannot promise an uninterrupted service. If our scanning service fails on the day of an Event, we will help you with an agreed fallback, such as an offline attendee list.

15.8 Events beyond our control. Neither of us is liable for a delay or failure caused by events beyond our reasonable control. This does not excuse you from refunding Buyers, or either of us from paying money owed.

16. Term, suspension and ending this agreement

16.1 This agreement starts when you accept it and continues until it is ended under this clause.

16.2 Either of us may end this agreement by giving the other 30 days' notice.

16.3 We may suspend your account, sales or payouts, in whole or in part, or end this agreement at once by notice, if:

• (a) you seriously breach this agreement, or breach it and do not put the breach right within 7 days of our asking;
• (b) an Amount Owed is more than 14 days overdue;
• (c) we reasonably suspect fraud, money laundering or other unlawful activity connected with your account or Events;
• (d) a declaration you made is false;
• (e) you become insolvent, or enter examinership, receivership or liquidation, or, for a club or association, you are dissolved or cannot pay your debts as they fall due;
• (f) Stripe closes or restricts your Connected Account;
• (g) the law, a regulator, Stripe or a card scheme requires it; or
• (h) continuing would expose Buyers or us to a serious risk of loss.

16.4 A suspension lasts only as long as reasonably needed. We will tell you why, unless the law prevents us. A suspension of payouts never holds any amount beyond the 90-day limit in clause 7.8.

16.5 When this agreement ends:

• (a) we may stop sales for your Events;
• (b) for tickets already sold, you must hold the Event as described, or cancel it and fund refunds under clause 10;
• (c) to cover refunds and Disputes, we may keep the Payout Delay running on your Connected Account for up to 90 days after the later of the end of this agreement and the last of your Events with tickets sold on TicketSoft. No amount waits for more than 90 days (clause 7.8). Your Connected Account then pays out the balance, less any Amount Owed;
• (d) after that, we recover any Amount Owed under clause 10.3; and
• (e) you remain liable for Disputes raised after the agreement has ended, as clause 12 provides.

16.6 These survive the end of this agreement: clauses 1.6 and 4 (for tickets already sold), clauses 7.3, 7.8, 7.10 and 7.11, clauses 8 to 12, 14 and 15, clauses 16.5 and 16.6, clauses 17, 18 and 21, and every obligation to pay money.

17. Clubs and other unincorporated organisers

17.1 Who the agreement is with. If you are a club, association or other body that is not a company or other incorporated body, such as a GAA or camogie club, the law does not let the club contract in its own name. This agreement is therefore made with the officer who accepts it, and with each member of the club's committee at the time of acceptance, each acting on behalf of all the club's members. An officer means the chairperson, secretary or treasurer. In this agreement, "you" means the club acting through them.

17.2 Officer's confirmations. The officer who accepts confirms that:

• (a) the club's committee has authorised the club to sell tickets on TicketSoft on these terms. The officer gives the date of that decision;
• (b) they are authorised to accept on behalf of the club and its committee;
• (c) the names given in the acceptance for every committee member and every trustee of the club's property are complete and correct, and each committee member knows of this agreement; and
• (d) the club's details and declarations are true.

We record the officer's name, role and contact details, and the names of the committee members and trustees.

17.3 Club funds and trustee property. Amounts Owed, and every other liability of the club under this agreement, are to be met from the club's funds and from property held by the club's trustees for the club.

17.4 Limits on personal liability. No officer, committee member or trustee is personally liable to us under this agreement beyond the club's funds and trustee-held property, except where that person:

• (a) accepted this agreement, or gave a confirmation in clause 17.2, without authority or knowing it was untrue;
• (b) misused Ticket Money, meaning they used it, or knowingly allowed it to be used, for anything other than the club's own purposes, or moved it out of the club's control while a refund or Amount Owed for the Event was unpaid; or
• (c) as a member of the committee, refused to fund a refund that was due at a time when the club held enough funds to pay it.

In those cases the person is personally responsible to us for the loss caused.

17.5 Changes of committee. When your committee changes, for example at your AGM, an officer must update the committee list in Studio within 30 days, and confirm there that the committee has approved the change. A new committee member is bound by this agreement, on the same basis as the others, from that confirmation. A member who leaves is not bound for anything arising after we are told they have left, but remains responsible under clause 17.4 for their own acts. A change of officers or committee members does not end this agreement.

17.6 For any Event whose Ticket Money is expected to exceed €10,000, we may ask a second officer to give the confirmations in clause 17.2 before the Event goes on sale.

17.7 County boards and provincial councils. A county board, provincial council or similar body accepts this agreement in its own name, through two of its officers, each of whom gives the confirmations in clause 17.2. If the body is not incorporated, clauses 17.1 to 17.5 apply to it as they apply to a club.

17.8 If the officer who accepted leaves office, you must tell us within 14 days and name a replacement contact.

17.9 This agreement does not bind your county board, provincial council or national governing body, or any club affiliated to you, unless that body or club accepts it separately.

17.10 If you are an individual, you are personally responsible under this agreement. If you are a company, the person who accepts confirms that they are authorised to bind it.

18. Notices

18.1 Notices under this agreement must be in writing. They may be sent by email.

18.2 Our addresses:

• (a) legal notices: legal@ticketsoft.com. A notice ending this agreement, or making a claim, must also be posted to our registered office;
• (b) refunds and Disputes: refunds@ticketsoft.com; and
• (c) everything else: support@ticketsoft.com.

18.3 Your addresses are the email address on your Studio account and, for each Event, the Event contact's email address. You must keep them monitored.

18.4 An email notice sent before 17:00 Irish time on a working day is received when it is sent. Otherwise, it is received at 09:00 on the next working day. For deadlines given in hours, such as in clauses 8.1 and 10.2(a), time runs from when the email is sent.

18.5 Funding requests, evidence requests, notices about your Payout Delay and refund requests we pass to you are also shown in Studio.

19. Changes to this agreement

19.1 We may change this agreement by giving you at least 30 days' notice by email. A change required by law, a regulator, Stripe or a card scheme may take effect sooner if necessary.

19.2 A change never reduces what Buyers are owed for tickets already sold. It never makes the refund policy of an Event already on sale less generous to Buyers.

19.3 If you do not agree to a change, you may end this agreement by notice before the change takes effect, and clause 16.5 then applies. If you keep using TicketSoft after a change takes effect, you accept it.

20. General

20.1 This agreement is the whole agreement between us about its subject. Neither of us relies on any statement that is not set out in it. This does not limit liability for fraud.

20.2 We are independent of each other. Apart from the agency in clause 2, nothing in this agreement makes either of us the other's partner, employee or joint venturer.

20.3 You may not transfer this agreement without our written consent. We may transfer it, by telling you, to a company in our group or to whoever buys all or part of our business.

20.4 We may use subcontractors, including Stripe and hosting providers, and we remain responsible for our obligations. Stripe's own services to you are governed by Stripe's terms.

20.5 Each of us will keep confidential the other's non-public commercial information, including any Commercial Schedule. Either of us may disclose it where needed to perform this agreement, where the law requires it, or to our professional advisers.

20.6 If any part of this agreement is found to be invalid, the rest continues to apply. Not enforcing a right straight away does not waive it.

20.7 Only you and we have rights under this agreement. This does not affect Buyers' rights under their ticket contracts with you, which include the Policy (clause 2.3(a)).

20.8 Accepting by ticking a box in Studio, or by electronic signature, is as valid as signing on paper.

21. Law and courts

21.1 This agreement, and any dispute about it, is governed by Irish law.

21.2 Before either of us goes to court, we will raise the dispute in writing, and senior people on both sides will try to resolve it within 14 days. This does not stop either of us seeking urgent relief, or us recovering an overdue Amount Owed.

21.3 The courts of Ireland have exclusive jurisdiction.

Schedule 1: Fees

1. TicketSoft Fee. These are our standard rates per paid ticket, VAT included:

• (a) face value below €20.00: €0.99 per ticket;
• (b) face value of €20.00 or more: 5% of face value, rounded to the nearest cent.

Examples: a €19.99 ticket carries €0.99; a €20.00 ticket carries €1.00; a €100.00 ticket carries €5.00. Free tickets carry no fee. Face value is the ticket price you set, before any booking or service fee.

2. Who pays. You choose separately for each Event under clause 6.2 whether the TicketSoft Fee is absorbed or passed on, and whether the Processing Cost is absorbed or passed on. Anything absorbed comes out of Your Share. Anything passed on is added to the total price as a booking or service fee, the same whatever payment method the Buyer uses.

3. Processing Cost. This is what Stripe charges us to process each payment. It is a separate charge, not part of the TicketSoft Fee. We pass it on at cost, without mark-up: to you, or, where you pass it on, to Buyers as our estimate under clause 6.3(c). For a standard EEA card, our estimate is 1.5% of the amount charged plus €0.25, plus 23% VAT on that fee. The actual charge varies with card type and where the card was issued. Stripe does not return the Processing Cost when a payment is refunded. Clause 6.3 sets out how it may, and may not, be shown to Buyers.

4. Dispute fee. This is Stripe's fee for each Dispute, passed on at cost where you bear it under clauses 12.3 and 12.4. At the date of this agreement it is €20 plus VAT, €24.60 in total.

5. Launch offer. The offer is for approved new organisers who apply by 23:59 Irish time on 31 December 2026. An application submitted before the deadline and approved afterwards remains eligible. It is not available to organisers who have ticketed with TicketSoft before. It waives the TicketSoft Fee on your first 1,000 paid tickets, for 12 months from approval. Within the allowance, refunded, cancelled and charged-back tickets carry no TicketSoft Fee and do not use up the allowance (clause 11.6). The Processing Cost still applies. The offer is available once per organiser legal entity and once per Connected Account. The launch offer terms at https://business.ticketsoft.com/launch-offer govern the details.

6. Commercial Schedules. A tailored rate in a signed Commercial Schedule replaces items 1 to 3 to the extent the Commercial Schedule says. Unless it expressly says otherwise, item 4 and clauses 7 and 10 to 12 still apply. The launch offer in item 5 cannot be combined with a Commercial Schedule unless we approve the combination expressly in writing.

7. Statements. Each month we make a statement of fees, refunds, Disputes and recoveries, and a VAT invoice, available in Studio.

8. Other charges. We charge nothing else unless you agree to it in writing in advance, apart from any Instant Payout fee, which is shown in Studio before you confirm each Instant Payout (clause 7.6(c)).

Schedule 2: Data processing terms

These terms apply only to Instructed Data: the personal data we process as your processor under clause 14.5. They do not apply to personal data we use as controller (clause 14.2), or to Event Data once we have made it available to you (clause 14.3).

1. Subject and duration. We process Instructed Data to collect the answers to questions you add to the checkout and make them available to you; to hold the guest lists you upload and issue the tickets you instruct from them; and to create exports in Studio and hold them until you download them. We process Instructed Data for as long as this agreement lasts, and for the deletion period in paragraph 4(g).

2. Data subjects and types of data. The data subjects are Buyers, attendees and the people on your guest lists. The data is: answers to your checkout questions; the names, email addresses and any other details you include in a guest list, such as phone numbers; and the contents of the exports you create.

3. Special category data. You must not add checkout questions that ask for special category data or data about criminal offences, or include such data in a guest list, unless we agree in writing. Access needs are not Instructed Data: we collect them as controller under clause 14.8.

4. We will:

• (a) process Instructed Data only on your documented instructions, which are this agreement and your settings in Studio, unless the law requires otherwise. If it does, we will tell you, unless the law forbids that. If we believe an instruction from you breaks data protection law, we will tell you at once;
• (b) make sure everyone who processes Instructed Data for us is bound by confidentiality;
• (c) keep appropriate technical and organisational security measures, as Article 32 of the GDPR requires;
• (d) use sub-processors only under written terms that give the same protection. Our current list is at https://business.ticketsoft.com/legal/subprocessors. We will give you 14 days' notice of any new sub-processor, and you may object on reasonable grounds during that time. If we cannot meet your objection, you may end this agreement at once by notice, without any charge. Clause 16.5 still applies to tickets already sold;
• (e) help you, as far as the nature of the processing allows, to respond to requests from data subjects and to meet your duties on security, breach notification and data protection impact assessments;
• (f) tell you of any personal data breach affecting Instructed Data without undue delay, and within 48 hours of becoming aware of it;
• (g) when this agreement ends, delete or return Instructed Data within 90 days, as you choose. This does not apply to data we must keep by law, or that we hold as controller under clause 14.2, such as tickets issued from a guest list and their tax, refund and Dispute records;
• (h) give you the information you need to show compliance with Article 28. We will allow an audit once a year, on 30 days' notice, at your cost, by an auditor bound by confidentiality; and
• (i) transfer Instructed Data outside the European Economic Area only with the safeguards Chapter V of the GDPR requires.

5. You authorise the sub-processors on our list on the date you accept this agreement.

6. If these terms conflict with any other terms about data, these terms apply to Instructed Data.

Acceptance

The organiser accepts this TicketSoft Organiser Agreement (Version 4, 7 November 2026), including the Ticket Purchase and Refund Policy and the Schedules.

• Organiser's full legal name
• Type (company / club or association / county board or similar body / charity / individual / other)
• CRO or charity number, if any
• Address
• Trader status declared under clause 5.1 (trader / non-trader)
• Accepted by (name)
• Role (for clubs: chairperson, secretary or treasurer)
• For county boards and similar bodies, second officer (name and role)
• For clubs: date of the committee decision authorising this agreement
• For clubs: names of all committee members at acceptance
• For clubs: names of the trustees who hold the club's property
• Email
• Phone
• Signature or electronic acceptance
• Date

For TicketSoft Limited

• Name
• Role
• Signature
• Date