Ticket Seller’s Agreement
Sticky Tickets Pty Ltd ACN 122 052 206 (Sticky Tickets, Company, We, Our, Us and other similar terms) operates the website located at the url www.stickytickets.com.au (Site or Website) to enable Event Organisers to promote the sale of Tickets to Events to Buyers. We provide You (Seller, Organiser, You, Your and other similar terms) with access Our Site on the terms and conditions contained herein. As consideration for allowing You to upload Content to the Site for the purposes of promoting Events and selling Tickets and having Us act as your Agent for the limited purpose of collecting and remitting moneys to You associated with the sale of Tickets sold, You agree to the following terms and conditions (Ticket Seller’s Agreement or Agreement). Each of Sticky Tickets and the Organiser are a party (Party) to this Agreement and together they are referred to as the parties (Parties).
Organisers acknowledge and agree that they have had sufficient opportunity to read and understand the terms and conditions contained in this Agreement, and that they are otherwise authorised to enter into this Agreement on its behalf.
By clicking “I Accept” You agree to be bound by the terms and conditions contained in this Agreement.
Definitions and Interpretation
In this Agreement the following capitalised terms take their meaning as follows:
Agent - means Sticky Tickets Pty Ltd ACN 122 052 206.
Buyer - means a user that has created an account to access the Site who purchases a Ticket to attend an Event promoted by an Organiser.
Content - means text, data, speech, music or other sounds, visual images (animated or otherwise) in any form, or in any combination of forms as defined in Schedule 7 of Broadcasting Services Act 1992 (Cth).
Event - means an activity where an Organiser lists Tickets for sale and users are invited to purchase them in exchange for the right to attend or otherwise participate in the activity promoted by the Organiser, including the sale of physical items.
Fees - means the amount of money that We retain from each Ticket Purchase as consideration for promoting the sale of Tickets to Events and other items made available for sale by Organisers.
LPA Code of Practice - means Live Performance Australia Ticketing Code of Practice
Organiser - means the person, body corporate or other entity that is a Party to this Ticket Sellers Agreement and has agreed to the terms and conditions contained herein.
Pricing Schedule - means the schedule of prices available at https://www.stickytickets.com.au/sell-tickets#pricing which shows the amounts of money which Organisers authorise Us to retain as Fees from Tickets sold to Buyers.
Ticket - means a right for a user to attend an Event promoted and conducted by an Organiser subject to the terms of sale and any express contractual terms imposed by the Organiser, including the sale of physical items.
In this Agreement:
a reference to:
- one (1) gender includes the others;
- the singular includes the plural and the plural includes the singular;
- a person includes a body corporate;
- a document or instrument includes the document or instrumented as novated, altered, supplemented or replaced from time to time;
- a Party includes the Party’s executors, administrators, successors and permitted assigns;
a statute, regulation or provision of a statute or regulation (Statutory Provision) includes:
- that Statutory Provision as amended or re-enacted from time to time; and
- a statute, regulation or provision enacted in replacement of that Statutory Provision;
- an amount of money is to an amount in Australian dollars ($AUD);
- time is to Australian Eastern Standard Time; and
- a Schedule refers to a Schedule contained in this Agreement:;
- including and similar expressions are not words of limitation;
- where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;
- headings and the table of contents are for convenience only and do not form part of this Agreement or affect its interpretation;
- where a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed or the event must occur on or by the next business day; and
- a provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Agreement or the inclusion of the provision in it.
- a reference to:
Limited Agency - Terms of Agency
The Organiser appoints Sticky Tickets as its agent for the limited purpose of receipting money from the sale of Tickets to attend Events listed on Our Website from time to time in accordance with the terms and conditions contained in this Agreement.
In performing its obligations herein, Sticky Tickets will:
- receive money from Buyers who purchase a Ticket to an Event on behalf of the Seller and hold those moneys for the benefit of the Organiser; and
- remit the moneys to the Organiser within seven (7) days of the Organiser marking the Event to which the Tickets relates completed on the Site, less our Fee as shown in the Pricing Schedule.
Fees and GST
- authorises Sticky Ticket to retain Our Fee (where applicable, inclusive of GST) as shown in the Pricing Schedule;
- acknowledges that Sticky Tickets will provide the Organiser with a tax invoice for the amount of the Fees collected under clause 4.2(a)(i) within two (2) days of the date of the Event to which the respective Tickets relate; and
- acknowledges that Sticky Tickets will remit to the Seller all GST collected on behalf of the Organiser in relation to each Ticket sold via Our Site;
The Seller is solely responsible for the payment of GST collected through the sale of the Tickets to the Australian Taxation Office.
- The Organiser:
Communication About Tickets Sold
Sticky Tickets will provide Organisers with information through their account on all Tickets sold to Buyers for Events promoted on Our Site through which Sticky Tickets was the point of sale. The information on each Ticket sold will be made available as soon as possible after payment from the Buyer is received.
- You grant Sticky Tickets a non-exclusive licence to use the Content uploaded to Our Site by Organisers for the purposes of promoting the sale of Tickets.
- We grant you a non-exclusive licence to use Our branding for the sole purpose of promoting Buyers to purchase Tickets from the Site, such use must confirm with Our brand guidelines available at https://www.stickytickets.com.au/branding.
Requirements for Listing and Promoting Tickets to Events for Sale
Content uploaded to Our Site by Organisers for the purpose of promoting sales of Tickets to Events must comply with all relevant laws and must not infringe the rights of third parties. Without limiting the generality of this requirement, Events listed by Organisers must:
- relate only to Events which the Organiser has the right to promote;
- not contain links to other sites promoting the Event;
- relate only to Tickets which the Organiser has the right to offer for sale;
- disclose all relevant information about the Event which enables a Buyer to make an informed decision about whether or not to purchase a Ticket (such as the terms and conditions of sale); and
- contain any express terms in relation to the Event itself that the Organiser elects to include at its sole discretion.
Sticky Tickets may (acting reasonably) impose additional restrictions on the Content relating to Events listed by an Organiser from time to time.
Minimum Refund Requirements
- You must publish details of Your refund policies for each Event advertised on the Website.
Each refund policy must comply with the following requirements:
- It is permissible to have a “No refund” policy only if You clearly identify that Tickets to the Event are non-refundable;
- Refund policies must provide for a refund or other make good in the event that there is a failure to provide the Tickets for an Event as advertised (for example, but not limited to, the cancellation of an Event). For the avoidance of any doubt, this includes “no refund” policies;
- Refund policies must comply with all applicable State and Federal laws;
- Refund policies must include specific instructions on how Buyers obtain a refund, including how, when and where to direct a refund request;
- Refund policies may not be changed retrospectively, and can only be enforced from the date they are brought to the attention of potential Buyers;
- Refund policies must set out a specific time frame within which You will respond to refund requests, which should not exceed seven (7) days for a first response; and
- Refund policies must otherwise be fair and reasonable (to be determined at the discretion of Sticky Tickets).
- If You do not post a refund policy for an Event as required by clause 7.1(a), or Your refund policy does not meet the requirements in clause 7.1(b), Sticky Tickets may (but has no obligation to) modify the refund policy so that it meets Our requirements. Such modification may take the form of prospectively making changes to Your posted refund policy on the applicable Event or retroactively applying such changes at the time of a dispute, chargeback and/or refund request.
- We may remove an Event from the Website if it does not confirm to the requirements set out in clauses 7.1(a) or 7.1(b) as we consider appropriate in our absolute discretion.
Buyer Obtaining Refund
- Buyers who wish to obtain a refund will be instructed to lodge a refund request through the “My Tickets” page on the Website.
- You will be notified when a Buyer has lodged a refund request through the Website.
- If a Buyer submits a refund request and You do not respond (whether by provide a refund, denying the request, or otherwise communicating with the Buyer about the refund request) within seven (7) days of the submission, We may (but have no obligation to) execute the refund on Your behalf.
- If We execute a refund on Your behalf, we may modify Your refund policy so that it meets Our requirements (as set out at clause 7.1(b)).
- You agree that any refund that We provide to a Buyer on Your behalf is recoverable by Us from You, including any fees associated with the refund.
Sticky Tickets’ Review.
- If You fail to respond to a refund request within (7) days or a Buyer is not satisfied with Your response to a refund request, the Buyer may contact Us to review the circumstances relating to the refund request.
- We will review the facts and circumstances of the refund request and determine whether or not a refund is due in accordance with the applicable refund policy and the minimum requirements set out in clause 7.1(b).
- All decisions by Us with respect to refund requests, including without limitation the Tickets to be refunded and the size of any refund, shall be final and binding on You.
- Within three (3) days of Us notifying You of Our decision regarding a refund request, You must attend to executing the refund (if We determine a refund to be payable). If You do not execute the refund within three (3) days of Our notification to You of Our decision, We may execute the refund on Your behalf.
- You agree that any refund that We provide to a Buyer on Your behalf is recoverable by Us from You, including any fees associated with the refund.
No Insurance or Guarantee
Nothing in this clause 7 constitutes an offer to insure or guarantee the performance of Your refund obligations. We make no representation that We will guarantee refunds will be issued to Events You promote on the Website.
Retention of Fees
We will retain 1.5% of the ticket value. This fee covers the banks non refundable merchant fees and administration costs. At the time of approving a refund request or when cancelling an event, you will have the option to cover the retained fees and issue a full refund to the buyer.
In uploading Content about an Event and listing Tickets for sale, Organisers warrant that they will not:
- advertise or promote a Ticket for sale to an Event on the Site that directs Buyers to any other Ticket selling website other than Sticky Tickets;
- upload any Content that it does not own or have a right to use which breaches another person’s intellectual property rights;
- upload Content about an Event which is incorrect, misleading or deceptive or which might mislead or deceive;
- upload Content which would constitute “bait advertising” contrary to section 35 of the Australian Consumer Law;
- otherwise fully comply with all requirements of the Australian Consumer Law;
- upload Content which is offensive or which abuses, defames, harasses, stalks or threatens any third parties;
- upload Content that relates to matters other than Tickets for sale to an Event conducted by the Organiser (for the avoidance of any doubt, You cannot advertise Tickets to an Event that You are not the conductor or promoter of, including the sale of third party tickets);
- create an Event with the intention (which We can determine at Our discretion) of advertising or promoting a website, or products or services available on a website other than Our Website;
- create an Event with the intention (which We can determine at Our discretion) of directing Buyers (and potential Buyers) to a website that is not Our Website;
- promote the Event or Tickets by way of “spam” emails, SMS messages, or in any other way which is contrary to the Spam Act 2003 (Cth);
- upload Content which may expose Sticky Tickets to liability; and
- upload Content that contain hyperlinks to material which contravenes any of the above restrictions.
Effect of Breach by Organiser
If an Organiser breaches any of the obligations contained in clauses 6, 7 and 8 We will be entitled to recover from the Organiser, as a genuine pre-estimate of Our loss, the amount of Fees We would have received from the sale of Tickets sold plus Our reasonable costs, including legal costs on a full indemnity basis, in pursuing or defending Our rights under this clause.
Moderation of Content Uploaded
- Sticky Tickets may, (but We are not obliged to) moderate, amend or modify Content uploaded by an Organiser about an Event by withholding the Event from publication until it has been reviewed. Moderation may be performed globally or on a per-Organiser basis. Moderation of Events by Sticky Tickets is not to be taken as endorsement or approval of such Events by Us or publication of the Events for any purpose.
- If You upload Content that We consider or which We are notified by a third party infringes the copyright or intellectual property rights of another, We may remove any Content from the Site immediately and without warning.
Organisers expressly agree to Our right to remove Content from the Site pursuant to clause 8.3(b) and agree that:
- We will not be liable for any loss incurred as a result of Our exercise of this right; and
- You will hold us harmless of any loss or damage that We may sustain as a result of You uploading Content that infringes the copyright or intellectual property rights of a third party.
Removal of Content
We reserve the right to remove any Content uploaded by an Organiser about an Event that is listed on Our Site at Our sole discretion.
Verification of Event Information
Organisers acknowledge that We may provide third parties with their details for the purpose of performing various identity checking procedures, including but not limited to verification of the Organisers identity, credit rating, bank account details and company registration. The Organiser consents to Us conducting these and any other reasonable checks at Our sole discretion.
In using our Site, Sellers agree to the terms on which we collect and use Personal Information for the purpose of our business shown at https://www.stickytickets.com.au/privacy.
Provision of Service
- We may, without notice, suspend access to the Site or disconnect or deny Organisers access to any part of the Site during any technical failure or maintenance period.
- We may also choose (in Our sole discretion) to block or deny You access to any part of the Site in the event that We consider You are in breach of any of the terms and conditions contained in this Agreement.
- We may make improvements and or changes to the Site at any time without notice. We do not warrant that the information architecture or navigation will not change now or at any time in future.
Limitation of Liability
Disclaimer of Warranties
Organisers expressly acknowledge and agree that, to the maximum extent permitted by law:
- You use the Site to promote the sale of Tickets to Events at Your sole risk. The Site is provided on an "as is" and "as available" basis. Our officers, employees and agents, expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
We make no warranty that:
- the Site will meet Your requirements;
- the facilities made available for uploading Content regarding Events will be uninterrupted, timely, secure or error-free; and
- any errors will be corrected.
- No advice or information, whether oral or written, obtained by You from Us or through or from the Content creates any warranty not expressly stated herein.
Limitation of Liability
- Except for certain statutory warranties under consumer protection laws We do not provide any guarantee or warranty or make any representation of any kind, either express or implied, in relation to Your use of the Site for the sale of Tickets to Events.
Subject to any claims available under consumer protection laws We and Our officers,
employees and agents are not liable for any loss or damage, including, but not limited
to, direct, indirect or consequential losses including any form of consequential loss
such as any third party loss, loss of profits, loss of revenue, loss of opportunity, loss of
anticipated savings, pure economic loss and an increased operating cost, personal
injury or death, however suffered or sustained in connection with:
- any inaccurate information shown on the Site that You are responsible for uploading;
- Your use of the facilities to promote the sale of Tickets on the Site;
- any failure or delay including, but not limited to, the use or inability to upload Content about Events;
- the cost of procurements of substitute facilities to promote the sale of Tickets.
For claims that cannot be excluded or restricted under consumer protection laws, Our
liability for such a claim will (at Our option and to the extent permitted by law) be limited to:
if the breach relates to access to facilities on our Site used to promote Tickets for sale to Events, then:
- resupplying the right to promote Tickets to future Events for sale using our Site; or
- paying the cost of promoting sales of Tickets to Events or its equivalent resupplied.
- if the breach relates to access to facilities on our Site used to promote Tickets for sale to Events, then:
By using the Site, You indemnify Us and Our employees, officers and agents against
any claim or proceeding that is made, threatened or commenced, and any liability,
loss, damage or expense (including reasonable legal costs on a full indemnity basis)
that We may incur or suffer as a direct or indirect result of, but not limited to:
- any breach of this Ticket Sellers Agreement by You;
- an actual or alleged breach by You of any law, legislation, regulation, by-law or code of conduct caused by data uploaded or downloaded from Our Site;
- any claims brought by or on behalf of any third party relating to any act or omission by You, including breach of a third parties copyright or trade mark;
- any claims made arising from the sale or offering for sale of any Tickets the subject of this Agreement; and
- any losses incurred because of unauthorised use of a credit cards processed for the purposes of buying a Ticket to an Event by someone other than the person or entity to whom a credit card is lawfully issued
For the avoidance of any doubt:
- if an Event listed by an Organiser does not proceed and Tickets have been sold through Our Website, the Seller indemnifies Sticky Tickets against any claim arising from that Event or non-Event and the Seller is solely responsible for refunding any purchase price, damages or any other amount claimed by any party; and
- where there is unauthorised use of a credit card, the Organiser will credit or return the total of any funds owed to the lawfully authorised credit card holder.
- where there is unauthorised use of a credit card and We are required to effect the credit or return of the funds to the authorised credit card holder, You must pay Us an amount equal to the costs We incurred in providing this refund, and You authorise Us to invoice You or withhold monies owed to You for this amount in satisfaction of this indemnity.
- if, in the event that We are required to provide a refund to a Buyer, You must pay Us an amount equal to the costs We incurred in providing this refund (including any costs incidental to this refund), and You authorise Us to invoice You or withhold monies owed to You for this amount in satisfaction of this indemnity.
- the Organiser must advertise these indemnities in its terms and conditions, to the extent that all claims are against the Seller and the booking fee charged by Sticky Tickets is non-refundable.
- By using the Site, You indemnify Us and Our employees, officers and agents against any claim or proceeding that is made, threatened or commenced, and any liability, loss, damage or expense (including reasonable legal costs on a full indemnity basis) that We may incur or suffer as a direct or indirect result of, but not limited to:
Termination without Notice
We may terminate this Agreement by written notice effective immediately in the event that You:
- become bankrupt or insolvent under administration or an externally administered body corporate (within the meaning of the Corporations Act 2001(Cth); or
- You breach a material term of this Agreement; or
- You do not use Our Website for six (6) months; or
- are convicted of an indictable offence; or
- operate a Business in competition with Us; or
- act fraudulently in connection with the operation of Your business.
- We may terminate this Agreement by written notice effective immediately in the event that You:
Termination with Notice
If You breach this Agreement, and We propose to terminate this Agreement, We must:
- give You reasonable notice, in writing, that the We proposes to terminate the Agreement because of the breach;
- tell You what We require to be done to remedy the breach; and
- allow You a reasonable time (but not longer than thirty (30) days) to remedy the breach.
- If the breach is not remedied in accordance with the Breach Notice, We may terminate this Agreement.
- If You breach this Agreement, and We propose to terminate this Agreement, We must:
Termination by Convenience
The Parties may agree to terminate this Agreement at any time by providing the other with at least thirty (30) days written notice. Thirty (30) days written notice will not be required if the Parties agree to a shorter notice period, including no notice period.
Consequences of Termination
On termination of this Agreement, You:
- will pay all monies owing to Us, which will bear interest at the interest rate according to the Reserve Bank of Australia rate compounding quarterly from the due date until paid; and
- will cease promoting any Events on Our Site; and
- will cease promoting Our Site in any capacity.
- On termination of this Agreement, We will pay to You any monies accrued as owning to You, less Our Fees.
- On termination of this Agreement, You:
Contact Details – You may contact Us using the following details:
Sticky Tickets Pty Ltd
ACN 122 052 206
119 Willoughby Road
Crows Nest NSW 2065
Telephone: 02 8766 0660
- Changes to these terms – We may change these terms and conditions by providing notice on the Site. The version of the Ticket Sellers Agreement that applies will be available on the Site each time an Organiser logs in.
- Entire agreement – The terms and conditions contained in this Ticket Sellers Agreement and any warranties implied by law which are not capable of being excluded or modified amount to the entire agreement between You and Us. Any contact with Us or Our officers, employees or agents that includes any statements representations, warranties (if any) whether expressed or implied, including any collateral agreement or warranty, with reference to the subject matter or the intentions of either You or Us are merged and otherwise are excluded and cancelled by those contained in these Ticket Sellers Agreement.
- Governing law and jurisdiction - The laws of New South Wales and Australia govern this agreement. You submit to the non-exclusive jurisdiction of the Supreme Court of New South Wales and the Federal Court of Australia without giving effect to any of the principles of conflict of laws.
Notices - A notice, approval, consent or other communication in connection with this
Agreement must be in writing sent to the address of the receiving Party as it appears in
this Agreement or as such details are provided by You to Us on Our Site or such other
address as may be communicated by the receiving Party, marked for the attention of
any person nominated for that purpose by the receiving Party (and who in the absence
of any such nomination is the signatory to this agreement on behalf of the Party), and
may be sent by prepaid post (air mail if international), courier, facsimile transmission or
electronic mail. A notice, approval, consent or other communication is taken to have been received:
- two (2) business days after sending if sent by post (five (5) business days if sent to or from a location in another country);
- if sent by courier, at the time indicated by the records of the courier;
- if sent by electronic mail, on receipt by the sender of an acknowledgment indicating that the mail item was received by the recipient.
- Sale of Tickets outside the Jurisdiction - No representation or warranty is made that the Content on the Website complies with the laws of any country outside of Australia. If You access the Site from outside Australia, You do so at Your own risk.
- Severance - If any part of this Ticket Sellers Agreement is found to be void, unlawful or unenforceable then that part will be deemed to be severable from the balance of the document and the severed part will not affect the validity and enforceability of the remaining Ticket Sellers Agreement.
- Trade marks – We may be the owner of several common law, or where indicated, registered trade marks which appear on the Site. Unauthorised use of these trade marks will infringe Our intellectual property rights. We reserve Our right to take action against You if You infringe Our intellectual property rights.
- Waiver - If We do not act in relation to a particular breach of these Ticket Sellers Agreement by You, this will not be treated as a waiver of Our right to act with respect to subsequent or similar breaches.
- Contact Details – You may contact Us using the following details: