TurnupNG Terms and Conditions

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Merchant Agreement

Here’s an overview:
Merchant Agreement
1. Who We Are.
2. Our Merchant Agreement.
3. Additional Registration Information.
4. Payment Methods; Payment Process.
5. Prohibited Merchants; Prohibited Events; Prohibited Transactions.
6. Representations And Warranties.
7. Coupons.
8. Termination

 

1. Who we are

Welcome to TurnupNG! We are a ticketing and registration platform dedicated to bringing the world together through live experiences. Through our platform, we enable people all over Nigeria to create, discover, share and register for events.

2. Our Merchant Agreement.

2. Our Merchant Agreement.

2.1 Purpose. 

The following policy sets forth the terms and conditions upon which Organizers can use the Services to create, promote and/or collect sales proceeds for selling tickets and/or registrations to an event (this “Merchant Agreement”). By accepting the Terms of Service, you agree to the terms of this Merchant Agreement without modification and enter into a binding contract with TurnupNG, which will be applicable when and if you use the Services to create, promote and/or collect sales proceeds for selling tickets and/or registrations to an event.

3. Additional Registration Information.

3.1 Additional Information. 

As part of the creation of a paid event or at any time following such creation, you may be required by TurnupNG to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, “Additional Registration Data”). As an example, the Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or drivers license number, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services for paid events. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times. 

3.2 Disclosure Authorization. 

Organizer agrees that TurnupNG is permitted to share Registration Data (as defined in the Terms of Service), Additional Registration Data and information relating to your events and transactions on the Services with our Payment Processing Partner (as defined below), and with your bank or other financial institution, in each case to the extent your transactions or events involve such third parties. In addition, you authorize TurnupNG to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies

3.3 Failure to Provide. 

We reserve the right to suspend your TurnupNG account or to withhold any amounts due to you in the event that we reasonably believe that your Registration Data or Additional Registration Data is inaccurate or if you fail to provide all Registration Data or Additional Registration Data within the timeframes requested.

4. Payment Methods; Payment Process.

4.1 Overview. 

(a) Payment Methods. 

Payment processing shall be handled by TurnupNG. TurnupNG Event Processing Service,”TEPS”, is the sole form of processing payments in which TurnupNG acts as Organizer’s limited payments agent for the purpose of processing Event Registration Fees using its Payment Processing Partners (as defined below). 

(b) TurnupNG’s Role. 

For the avoidance of doubt, TurnupNG does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organizer other than, for Organizers who elect TEPS, serving as a limited payments agent as set forth below. To provide the TEPS, TurnupNG utilizes third party gateways, payment processors, with which we have relationships (collectively, “Payment Processing Partners”) and both Organizers and TurnupNG are subject to the rules and regulations of such Payment Processing Partners. For convenience, TurnupNG shows you the amount of tickets sold in your dashboard distincting between sold and unsold tickets.

(c) Confirmations. 

Upon an order being placed by a Consumer and confirmed through TurnupNG, TurnupNG generates a confirmation message and issues a unique confirmation number for such Consumer’s order. Organizer agrees to unconditionally accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed by TurnupNG through the Services. Organizer agrees it is Organizer’s responsibility to verify a Consumer’s confirmation number and/or any event restrictions prior to the applicable event. 

(d) Fees. 

Regardless of the payment processing option elected, Organizer agrees to pay TurnupNG all applicable service fees for each ticket, registration or other item sold or donation solicited via the Services (the “TurnupNG Service Fee”). To the extent Organizer uses TEPS, Organizer also agrees to pay TurnupNG the additional TurnupNG Payment Processing fee (the “TurnupNG Event Processing Fee”) for each ticket, registration or other item sold or donation solicited via the Services. The current fees can be found here, with additional explanation in this article in our Help Center. Note that these fees are subject to change from time to time with respect to transactions that occur following the change. In addition, Organizer may from time to time request additional Services from TurnupNG, including without limitation marketing and promotion services, equipment leasing, on-site services, printed tickets and dedicated account management, which TurnupNG may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such ancillary Services (the “Ancillary Fees”) will be disclosed to Organizer prior to Organizer’s acceptance of such Services. The TurnupNG Service Fee, the TurnupNG Event Processing Fee and the Ancillary Fees are referred to herein as the “Fees.” In addition to such Fees, TurnupNG may also charge you, at TurnupNG’s standard rates, for research, including, but not limited to, (i) research required to respond to any third party or government subpoena, levy or garnishment on your account, and (2) research and activities necessary to verify and execute any payee change, whether pursuant to the Uniform Commercial Code (as discussed further below) or court order. 

TurnupNG may charge various fees to Consumers that are not passed on to Organizers, related to ticket sales, processing, handling, and access to various TurnupNG content and services. We have sole discretion to set and assess such fees. 

4.4 Refunds. 

(a) Refund Policy and Process. 

Regardless of what payment method is selected, Organizer agrees to communicate a refund policy to Consumers with respect to each event posted on the Services that meets the requirements of the Organizer Refund Policy Requirements and to administer such policy in accordance with its terms. The Organizer Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refunds for EPP transactions must be processed through TurnupNG, unless otherwise agreed by TurnupNG. For TEPS transactions, Organizer can issue refunds to Consumers directly through the Services within certain windows permitted by our Payment Processing Partners. If the refund is outside such windows, then it will need to be processed manually by TurnupNG. TurnupNG may determine in its discretion not to process any refunds which are manual, in which case they will be processed directly by Organizer. Consistent with the Consumer Refund Policy Requirements, refunds that you are responsible for due to the cancellation or nonperformance of an event are subject to the following refund requirements: 

(i) In the event of a full or partial event cancellation, Organizer agrees to issue refunds to Consumers either by using backup funding sources within the TurnupNG platform (e.g. additional security sources), or by remitting funds due for refunds back to TurnupNG so that refunds can be processed by TurnupNG on the Organizer’s behalf. 

(ii) Organizer agrees that no refunds will be made outside of the TurnupNG platform (e.g. offline), and TEPS refund transactions may only be employed for bona fide event refunds, and not for other money transfers, including without limitation cash advance transactions. 

(iii) If Organizer elects to remit funds back to TurnupNG so that TurnupNG can process refunds on Organizer’s behalf, Organizer must remit funds to TurnupNG that are sufficient to cover refunds due to Consumers within 5 days of the cancellation of the event. 

(iv) Organizer agrees to notify Consumers of the event cancellation as soon as reasonably possible and prior to the event start time. 

(v) Organizer will be the main point of contact for Consumers with refund requests, and Organizer will instruct the Consumers not to contact TurnupNG with refund requests. 

(vi) Organizer will provide clear instructions and contact information to Consumers so that Consumers can make refund requests.

(vii) Organizer acknowledges that TurnupNG reserves the right to charge the Organizer for the cost of charge backs related to the cancelled event, and such amounts are also subject to the provisions of Sections 4.4(f) and 4.5 of this Agreement. 

(viii) If the Organizer cancels only part of a multi-day event, then Organizer agrees to refund a pro-rata monetary value portion of the purchase price of a multi-day ticket based on the corresponding monetary value of the portion of the multi-day event that was cancelled. For example, if Organizer sells a 3-day ticket to a festival for N9,000, and cancels 1 day of the festival, the Organizer must provide a N3,000 refund to Consumers for the cancelled day. 

(ix) If the Organizer is offering Consumers an “other make good” refund in lieu of purchase price refund, then such offer must be of equal or greater value to the value of the ticket for the cancelled event and such value must be clearly communicated to the Consumers. Organizer agrees that it will be fully liable for the cost of chargebacks received related to purchases even if an “other make good” refund is given. 

(b) Refund Disputes. 

Regardless of what payment method is selected, all disputes regarding refunds are between Organizer and its Consumers. In the event of a dispute, TurnupNG may try to mediate, but ultimately it is Organizer’s obligation to settle the dispute. Notwithstanding the foregoing, with respect to TEPS transactions, TurnupNG will have the right to make refunds on Organizer’s behalf as set forth in subsection (c) below. 

(c) Mandatory Refunds. 

Notwithstanding the foregoing, Organizer authorizes TurnupNG to make refunds in the following situations (i) Organizer specifically authorizes the refunds at the time; (ii) the event description presented to a Consumer at time of purchase is significantly different from the actual event; (iii) Attendees are unable to attend the event due to failure of the Organizer to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Consumer to safety concerns; (iv) TurnupNG believes in its discretion that specific orders should be refunded under the Organizer’s posted refund policy or TurnupNG’s Organizer Refund Policy Requirements, including without limitation, that they are required by applicable local, state, provincial, national or other law, rule or regulation or the Payment Scheme Rules; (v) TurnupNG believes in its discretion that the refund request, if not granted, will lead to a chargeback that TurnupNG is more likely than not to lose; (vi) Organizer failed to list a refund policy on the applicable event page and TurnupNG believes in its discretion that a refund would be reasonable under the circumstances; (vii) TurnupNG believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) TurnupNG believes in its discretion that the order is a duplicate. Organizer also authorizes TurnupNG to make refunds of any and all orders (including those for unrelated events) if (A) TurnupNG believes in its discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations; (B) TurnupNG believes in its discretion that there is substantial risk of nonperformance by Organizer with respect to the applicable event or future events; (C) TurnupNG believes in its discretion that it is likely to receive complaints, refund requests, transaction reversals and/or chargebacks with respect to a substantial amount of orders; or (D) TurnupNG believes in its discretion that Organizer is a Prohibited Merchant, has used the Services to process Prohibited Transactions or to manage Prohibited Events or that failing to make the refunds would otherwise expose TurnupNG to legal liability. Because all sales are ultimately made by Organizers, Organizer hereby agrees to promptly and fully reimburse TurnupNG and its affiliates upon demand for refunds that TurnupNG makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by TurnupNG’s negligence or willful misconduct. Organizer acknowledges and agrees that chargebacks will result in losses to TurnupNG in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback TurnupNG is mitigating such losses and its damages with respect to Organizer’s breach of this Merchant Agreement. If you do not remit funds to TurnupNG that are sufficient to cover mandatory refunds as described by this Section 4.4(c) for an event cancellation or non-performance, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under the Terms of Service, including this Merchant Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 4.4(f) and 4.5 of this Agreement. 

4.5 Non-Exclusive Remedies;

(a) Non-Exclusive Remedies. 

If Organizer fails to pay to TurnupNG  or any of its Affiliates any amount owed pursuant to the Terms of Service (including without limitation this Merchant Agreement) or any other applicable agreement for Services provided by TurnupNG  or any of its Affiliates when due and following a late payment notice being delivered by TurnupNG , such amount will bear interest calculated from the date due until paid in full at a rate equal to the lesser of (i) one percent (1%) per month, compounded monthly; and (ii) the maximum amount permitted by applicable local, state, provincial, national or other laws, rules or regulations. In the event any amounts are owed by Organizer or any of its Affiliates to TurnupNG  or any of its Affiliates under the Terms of Service (including without limitation this Merchant Agreement) or any or other applicable agreement for Services provided by TurnupNG  or any of its Affiliates, TurnupNG  or its Affiliates may, without limiting its other rights and remedies and to the extent permitted by applicable local, state, provincial, national or other laws, rules or regulations (A) withhold any amounts due to Organizer or any of Organizer’s Affiliates, whether for a particular event or for any other event that Organizer or any of Organizer’s Affiliates lists through the Services or other applicable agreement for Services provided by TurnupNG  or any of its Affiliates, and use the withheld amount to setoff the amount owed by Organizer or any of Organizer’s Affiliates to TurnupNG  or any of its Affiliates; and/or (B) send an invoice to Organizer or any of its Affiliates for such amounts to the extent Organizer’s or any of its Affiliate’s outstanding balance is insufficient to cover these costs, in which case Organizer or any of its Affiliates will pay TurnupNG  or any of its Affiliates such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to TurnupNG TurnupNG TurnupNG TurnupNG TurnupNG TurnupNG  or any of its Affiliates hereunder is not made by Organizer or any of its Affiliates when due and after receiving a late payment notice from TurnupNG  or any of its Affiliates, TurnupNG  or any of its Affiliates reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate Organizer’s or any of Organizer’s Affiliate’s registration for any Services provided by TurnupNG  or any of its Affiliates (including any and all accounts that Organizer or any of Organizer’s Affiliates may have). In addition, any such unpaid amounts due and owing to TurnupNG  or any of its Affiliates are subject to collections in accordance with Section 4.5(b). 

(b) Collections; Costs of Recovery. 

TurnupNG  reserves the right to pursue any late and unpaid amounts due and owing to TurnupNG  or any of its Affiliates for collections if such amounts are not paid within thirty (30) days after the date of the invoice. In addition, Organizer agrees to promptly and fully reimburse TurnupNG  or any of its Affiliates upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by TurnupNG  or any of its Affiliates in collecting past due amounts or any other amounts due and owing from Organizer or any of its Affiliates under this Merchant Agreement, the Terms of Service or any or other applicable agreement for Services provided by TurnupNG  or any of its Affiliates. Organizer and any of its Affiliates agree that if 6 or any of its Affiliates must seek collections for past due amounts and Organizer or any of its Affiliates does not respond or pay in full after receiving a collection notice, TurnupNG or any of its Affiliates reserves the right to pursue outstanding balances through judicial proceedings, and such actions are expressly excluded from any arbitration provisions set forth in the Terms of Service. 

5. Prohibited Merchants; Prohibited Events; Prohibited Transactions.

5.1 Prohibited Merchants. 

By registering for the Services and accepting this Merchant Agreement, you represent and warrant that: 

(A) You are not a person or entity or under the control of or affiliated with a person or entity that (i) is being tried by EFCC (ii) appears on Nigeria’s Terrorist List; (iii) appears on the Bureau of Industry and Security’s Denied Persons List; (iv) has been tried and convicted of rape v) is subject to sanctions in any other country; and 

(c) you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to access each Card Scheme and each Alternative Form of Payment is not presently revoked or suspended. 

If you fall into any of the categories set forth above, as determined by TurnupNG in its discretion, you are a “Prohibited Merchant.” 

5.2 Prohibited Events. 

You may not post events to the Services or engage in activities through the Services that: 

(a) violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation; 

(b) would be prohibited under the Payment Scheme Rules; 

(c) take place in Restricted States; and 

(d) contain any Content (as defined in the Terms of Service) that would violate the Terms of Service, or the TurnupNG Community Guidelines. 

Any event that falls into any of the categories set forth above, as determined by TurnupNG in its discretion, is a “Prohibited Event.” 

5.3 Prohibited Transactions. 

You may not use TEPS to process any of the following transactions and you represent and warrant that you will not submit for processing through the Services: 

(a) any transaction that would violate or is considered “high risk” (or another restricted category) by the Payment Scheme Rules, including any transaction regarding adult-related content or activities, illegal goods or services including cannabis, or the paraphernalia associated with any illegal goods or service, purchase of crypto-currency, raffles, sweepstakes, or gambling; 

(b) any transaction that is fraudulent or criminal in nature; 

(c) any transaction that would constitute a “restricted transaction” as defined in
Chapter 22, Section 236, Subsection 1 of the Nigerian Criminal Code Act.

(d) any transaction that would constitute sending money to another party other than for the purchase of bona fide tickets or registrations to, or solicitation of a donation for, events, or sale of items related to such events. 

Any transaction that falls into any of the categories set forth above, as determined by TurnupNG in its discretion, is a “Prohibited Transaction.” 

5.4 Remedies. 

In the event that TurnupNG discovers that you are a Prohibited Merchant, that you have posted a Prohibited Event and/or that you have attempted to process or processed a Prohibited Transaction, then TurnupNG may take any or all of the following actions in its discretion in addition to any and all remedies that TurnupNG may have under the law or elsewhere in the Terms of Service: 

(a) suspend or terminate your TurnupNG account; 

(b) alter, edit, or remove any Prohibited Event or any portion thereof; 

(c) block, reverse or refund any or all of your transactions; 

(d) hold any and all funds associated with your account to the extent required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order; and 

(e) refer you, your events and/or your transactions and information relating to the same (without further notice to you) to our Payment Processing Partners, the Card Schemes, the Alternative Form of Payment Frameworks and/or applicable law enforcement agencies for further action.

6. Representations And Warranties.

In addition to the representations and warranties contained herein, you represent and warrant to us that (a) if you represent an entity, that entity is duly organized, validly existing and in good standing under the laws of the state, province or country of its formation; (b) you, or the entity you represent (if applicable), have all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (c) the entering into and performing of this Agreement by you, or if you represent an entity by the entity you represent, will not result in any breach of, or constitute default under, any applicable local, state, provincial, national or other law, rule, regulation, judgment or order, or other agreement to which you or it is a party, including without limitation, any other agreement for the sale of tickets or registrations; and (d) if you represent an entity, you have the full right, legal power and actual authority to bind such entity to the terms and conditions hereof. 

Further, you represent, warrant and acknowledge that you (not we) are solely responsible for ensuring that your events are ticketed correctly, and that only valid tickets are honored. You understand and agree that TurnupNG is not liable for any costs arising from whether a presented ticket is or is not valid, or is or is not honored, including any tickets procured through, or representing, fraud or deceptive practices.

8. Termination.

In addition to our right to terminate your use of the Services under the Terms of Service, TurnupNG may terminate this Merchant Agreement and your right to use the Services to create, promote and collect sales proceeds for events (a) if you are in violation or breach of any provision of this Merchant Agreement; (b) if our Payment Processing Partner terminate our right to provide the TEPS Service or your right to accept payments via the TEPS in their sole discretion; (c) if TurnupNG is served with legal process seeking to attach or garnish any of your funds or property in TurnupNG’s possession.

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