Milestone Tix

Seller Terms and Conditions

Terms of Service (Sellers, AU)

1. Definitions and Interpretation

Construction of Agreement

This document sets out Milestone Tix’s standard Sellers Terms of Service (“Sellers Terms of Service”), which are incorporated in, and should be read in conjunction with, the Event Build Form and the Ticketing Agreement.

Definitions and Interpretation

The Dictionary in clause 22 defines some of the terms used in this Agreement and sets out the rules of interpretation which apply to this Agreement.

2. Engagement

The Seller grants to Milestone Tix the right to supply during the Term, the Milestone Tix Services in respect of the Event, on the terms and conditions of this Agreement.

3. Term

This Agreement commences on the Commencement Date and ends on the latter of either the Expiry Date or after all Seller’s events on the Milestone Tix platform have been completed and settled, unless terminated earlier under clause 12.

4. Milestone Tix’s Obligations

Milestone Tix must supply to the Seller the Milestone Tix Services in respect of the Event in accordance with this Agreement.

5. Seller’s Obligations

General

The Seller is solely responsible for performing, at its cost, its obligations under this clause 5.

Information Relating to Event

The Seller must:

Provide information: at the earliest practicable time (and in any case no less than 10 Business Days before the day on which Milestone Tix is directed to commence selling the Tickets for the particular Event), notify Milestone Tix in writing of all information relating to the Event to which Tickets are to be made available through the System;
Ensure information complete: Use reasonable endeavours to ensure that all information it gives to Milestone Tix relating to the Event and each Venue is accurate and complete; and
Notify alterations: If the Seller receives or becomes aware of any alterations to the information referred to in paragraph (i) or (ii), immediately notify Milestone Tix of those alterations.
Ticket allocation: Accurately maintain the number of Tickets available for sale or issue via the Milestone Tix Service for the Event and bear full responsibility for any Losses or Claims due to over-selling or over-issuing of Tickets to the Event;
Use of Milestone Tix Service: only use the Milestone Tix Service for lawful purposes and only for the purpose of creating an Event page for its Event/s and selling/issuing Tickets to that Event and/or any Products related to those Events;
Disruption of Milestone Tix Service: not engage in any activity which interrupts or affects the Service;
Follow reasonable directions: follow any reasonable directions from Milestone Tix in relation to its use of the Milestone Tix Service;
Comply with Milestone Tix policies and procedures: comply with all reasonable rules, policies and procedures which may be published Standard Terms
Comply with laws: Comply with all applicable laws and regulations in relation to Tickets, the Event and this Agreement;
Communicate: Ensure that its refund policy and any terms and conditions (which are in addition to the standard Milestone Tix Terms and Conditions of Sale) governing its Event and Tickets are communicated to Purchasers prior to purchase;
Donations: If Seller accepts donations in relation to Tickets or the Event and makes representations that the donation is deductible for income tax purposes, ensure that it is registered as a deductible gift recipient, provide accurate information to Purchasers of Tickets in relation to the deductibility of donations and provide receipts to Purchasers which comply with all relevant legal requirements. For the avoidance of doubt, no part of the Ticket price shall constitute a donation and Milestone Tix is not responsible for any donation amounts received by it in relation to the Event;
Notification: Notify Purchasers of Tickets if the Event is cancelled, altered, relocated, rescheduled or postponed;
Provide Refunds: Where required, provide refunds to Purchasers in accordance with clause 9 of this Agreement;
Bank Account Details: If it is not using its own Third Party Merchant Account to receive Ticket proceeds, provide Milestone Tix with valid bank account details for receipt of Ticket proceeds;
Advertising: Ensure that any advertising in relation to the Event and Tickets is accurate and not misleading;
Privacy and Spam Laws: Comply with all applicable privacy and spam laws with regard to any Purchaser information (including name, address, mobile number and email address) it obtains via Milestone Tix or the Service;
Third Party Rights: If it submits content to the Site or Milestone Tix Service, whether articles, images or other copyrightable material, ensure that the content it uploads does not infringe the copyright or other rights (including intellectual property rights) of third parties.

Use and promotion of Milestone Tix Services

The Seller must:

Use of Milestone Tix Services: Only use the Milestone Tix Services for lawful purposes and follow any reasonable directions from Milestone Tix in relation to the use of the Milestone Tix Services;
Reasonable Assistance: Provide all assistance reasonably requested by Milestone Tix to enable it to provide the Milestone Tix Services in accordance with this Agreement;
Promote the Network: Include in its advertising of Event references to Milestone Tix and the Network;
Ticket Stock: Not supply or use any Ticket stock in respect of the Event other than Ticket stock produced by Milestone Tix for use with the System; and
Consignment and Complimentary Tickets: Not sell or permit to be sold any Consignment Tickets and/or Complimentary Tickets in respect of the Event without Milestone Tix’s prior consent.

Point Of Sale (“Box Office”)

Provide space: Cause a sufficient area at each venue to be allocated for use as a Box Office, including an adequate space for a public counter and telephone lines;
Provide fittings and security: Provide adequate and safe fittings, air-conditioning, lighting, furnishings (including counter and seats) and adequate security devices to secure the Box Office, the Milestone Tix Hardware and Software, all Tickets and all Ticket proceeds and credit card dockets;
Protect Milestone Tix Hardware and Software: Not permit any person to access or use any part of the Milestone Tix Hardware and Software other than the Seller’s employees who have been approved in writing by Milestone Tix or other persons authorised in writing by Milestone Tix;
Provide public access: Ensure that the public have access to the customer counters and customer waiting areas in the vicinity of the Box Office during Box Office opening hours, including appropriate space for, and management of, queues to the Box Office;
Insure: take out and maintain at all times during the term adequate insurances in respect of the Box Office (including the Milestone Tix Hardware and Software) against loss, theft and damage and injury or death to persons;
And Pay Costs: Except as expressly set out in this Agreement, pay all costs associated with the Box Office, including all necessary electricity, telephone charges and regular cleaning costs.
Access to Venue: The Seller will procure access for Milestone Tix and its Personnel during normal business hours the right of ingress and egress to or from the Box Office and such other areas of a Venue as it reasonably requires to perform its obligations under this Agreement.

6. Hardware and Software

Ownership and removal of Hardware and Software

Hardware and software is provided by Ticketbooth, a Patron Company. At all times, the Ticketbooth Hardware and Software remains the sole property of Ticketbooth. At the end of the Event, Ticketbooth may remove the Ticketbooth Hardware and Software in accordance with clause 12.

Use of Hardware and Software

At all times, the Ticketbooth Hardware and Software remains the sole property of Ticketbooth. At the end of the Event, Ticketbooth may remove the Ticketbooth Hardware and Software in accordance with clause 12.

Only use with the System: The Ticketbooth Hardware and Software is only used for the sale of Tickets to Event using the System, and for no other purpose;
Ensure information complete: Use reasonable endeavours to ensure that all information it gives to Milestone Tix relating to the Event and each Venue is accurate and complete; and
Use Properly: The Ticketbooth Software is used and operated in a proper and skilful manner using only competent and appropriately trained and qualified personnel in compliance with any reasonable operating manual or specification which Ticketbooth provides from time to time;
And not encumber, move or modify: The Ticketbooth Software is not encumbered, moved or modified without Ticketbooth’s prior written consent, such consent not to be unreasonably withheld or delayed.

Loss or Damage to Hardware and Software

If any part of the Ticketbooth Hardware and Software is damaged (other than by Ticketbooth or its Personnel or through fair wear and tear or any latent defect), the Seller must pay to Ticketbooth the cost of restoring or replacing the Ticketbooth Hardware and Software to at least the same condition as it was before the damage occurred. The Seller must apply any money received under any insurance or from any third party in connection with such damage in satisfying its obligations under this clause.

7. Payments

Processing

Payments relating to the service are processed via one of the following options to be agreed between Milestone Tix and the Seller:

Ticketbooth payment processing gateway (“Ticketbooth Gateway”); or
A third party merchant account (“Third Party Merchant Account”) (such as Stripe, Paypal, Payflow), which will require a direct debit arrangement to be established between the Seller, Milestone Tix and Ticketbooth;

Third Party Merchant Accounts

If the Seller elects to use a Third Party Merchant Account as its payment option, it should familiarise itself with the applicable terms of use governing that service.

8. Fees, Charges and Settlement

What Milestone Tix will charge Purchasers

By default, the Seller or Partner will be charged purchasers an ‘outside fee’ (Booking fee) which includes: an “Agent Fee” charged by Milestone Tix, a Platform Fee and % of sale where relevant charged by Ticketbooth, and Payment processing fees charged by the credit card merchant under its Ticketing Agreement.

Subject to the clause below (Payment processing fees), Milestone Tix at Seller’s request can add additional charges which will be added to ticket receipts accordingly.

Payment processing fees

Except with the prior written consent from Milestone Tix, Seller must not, and must not attempt to, charge Purchasers any additional fee or any surcharge on credit or debit card payments for Tickets. If the Seller breaches this clause, Milestone Tix may at its election suspend or permanently remove the relevant Event for which those fees or surcharges are being charged from the Milestone Tix platform.

Settlement

Ticketbooth provide the payment gateway on the Milestone Tix platform. Subject to clauses 8 and 9, on the Settlement Days in respect of the Event, Ticketbooth must pay to the Seller the proceeds of Tickets to the Event sold through the System and received by Milestone Tix less any amount Milestone Tix is entitled to deduct under clause 8.

Additional Fees Milestone Tix will charge the Seller

Where applicable, Milestone Tix will charge the Seller the Fees set out in Milestone Tix’s fee schedule in the Ticketing Agreement as amended from time to time. These amounts relate to optional services which the Seller may elect to utilise, for example, printing of hard tickets for the Event.

Payment of Ticket proceeds

The Seller has two options in relation to payment of the Ticket proceeds for the Event:

Ticketbooth Gateway: If the Seller elects to use the Ticketbooth Gateway for payment processing, subject to clauses 8 and 9, on the Settlement Day, Ticketbooth must pay into the Seller’s nominated account the proceeds of Tickets to the Event(s) sold through the Milestone Tix Service and received by Milestone Tix less less any amount Milestone Tix and Ticketbooth are entitled to deduct under clause 8.
Third Party Merchant Account: If Milestone Tix provides consent to the Seller to use a Third Party Merchant Account for payment processing, it will be responsible for collecting all proceeds from the sale of Tickets via the Milestone Tix Service and Milestone Tix will deduct or charge its Fees and any other amounts payable by the Seller to Milestone Tix and Ticketbooth under this Agreement or otherwise in accordance with the direct debit Agreement in place between the Seller and Milestone Tix.

Deduction of Amounts Owing

The Seller irrevocably authorises Milestone Tix and Ticketbooth to deduct from amounts payable by it to the Seller under this clause 8 or otherwise, and to apply to its own account, in and towards satisfaction of all Charges in respect of the Event and any other amounts which are or may become due by the Seller to Milestone Tix.

Payment by Partner of Other Amounts Owing

The Seller must pay to Milestone Tix and Ticketbooth all Charges and other amounts owing under this Agreement but not deducted under clause 8 within 7 days after Milestone Tix issues an invoice to the Seller in respect of the amount due.

Chargebacks

Any credit card charge backs or reversals received by Milestone Tix will be charged to the Seller, including any fees charged to Milestone Tix by third parties in respect of the charge back.

In the event of cancelled or rescheduled events, chargebacks, disputed transactions or any other circumstances that may pose significant exposure, risk, or liability to Milestone Tix, Milestone Tix reserves the right to hold any amount of Settlement funds for a period of ninety (90) days. If Settlements are insufficient, Seller shall provide Milestone Tix sufficient funds to make refunds immediately upon notice thereof. Failure to comply with clause 8 shall entitle Milestone Tix to enforce default interest and contract default fees in accordance with clause 8.
The Seller authorises Milestone Tix to direct debit the nominated settlement account for up to 90 days for any chargebacks or disputes received by Milestone Tix in relation to Seller’s events.

Third Party claims against Milestone Tix

If, in Milestone Tix’s reasonable opinion, it is likely that a Claim by a party other than the Seller will be made against it arising from the Event (including any cancellation of the Event):

Milestone Tix will consult in good faith with the Seller prior to taking any further action including, where appropriate, consultation at a CEO-level;
The Seller authorises Milestone Tix to retain a reasonable proportion of the Ticket proceeds (such proportion to be determined by the parties acting reasonably);
If the Claim is settled or resolved by final determination of a court Milestone Tix may apply those monies in full or partial satisfaction of any liability which the Seller has to Milestone Tix in respect of the Event;
If it is determined finally by a court that the Seller has no liability either to Milestone Tix or to the purchaser of any Tickets, Milestone Tix will release to the Seller the Ticket proceeds which it retained pursuant to clause 8.

Title in Ticket Proceeds

Property in all proceeds from the sale of all Tickets sold via Milestone Tix Merchant vests legally in Milestone Tix at the time of purchase. Milestone Tix holds all monies payable to the Seller from the proceeds of the sale of Tickets on trust at all times for the Seller.

Default and Consequences of Default

Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Milestone Tix’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

If the Seller owes Milestone Tix any money the Seller shall indemnify Milestone Tix from and against all costs and disbursements incurred by Milestone Tix in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Milestone Tix’s contract default fees, and bank dishonour fees).
Without prejudice to any other remedies Milestone Tix may have, if at any time the Seller is in breach of any obligation (including those relating to payment) under these terms and conditions Milestone Tix may suspend or terminate the supply of Services to the Seller. Milestone Tix will not be liable to the Seller for any loss or damage the Seller suffers because Milestone Tix has exercised its rights under this clause.

Manner and Currency of Payments

All amounts payable under this Agreement must be paid by electronic transfer in Australian dollars. Milestone Tix is not obliged to accept any currency in respect of Ticket sales other than Australian dollars.

9. Cancellation of Events

Cancellation

If the Event or part of a series of performances comprising the Event is cancelled or postponed the Seller must notify Milestone Tix immediately to prevent the further sale or issue of Tickets for the cancelled or postponed Event.

If A Refund Is Payable

Unless otherwise set out in this Agreement, the Seller is responsible for refunding purchasers of Tickets in accordance with all applicable laws, industry codes, the Milestone Tix terms and conditions of sale and any other lawful terms and conditions of sale notified to purchasers of Tickets by the Seller during the purchase process. Milestone Tix will not be responsible or liable for any refunds, errors in issuing refunds or lack of refunds by the Seller.

When Milestone Tix is responsible for refunds

Milestone Tix will only be responsible for refunding purchasers of Tickets who purchased their Tickets via the Milestone Tix Service in the limited circumstance where payments have been processed by the Ticketbooth Gateway. After settlement of Ticket proceeds has occurred, Seller shall provide Ticketbooth sufficient funds to make refunds immediately upon notice thereof. Failure to comply with clause 9 shall entitle Milestone Tix to enforce default interest and contract default fees in accordance with clause 8.

Cancellation Fee

The Seller agrees to pay Milestone Tix and Ticketbooth in respect of the cancellation of the Event the Cancellation Fee which Milestone Tix shall be entitled to retain in all circumstances. Fees including the Platform Fee and % of sales, the Agent Fee, Booking Fee and Transaction Fee will not be refundable to the Seller nor the Buyer in the case of cancellation, force majeure, covid or other pandemics or for any other reason.

Notification

Milestone Tix will notify purchasers of Tickets of any cancellations or postponements of the Event via email upon prompt from the Seller, at its cost. If a valid email address is not provided by purchasers of Tickets, Milestone Tix will bear no responsibility to notify such purchasers of a cancellation or postponement of the Event.
If Milestone Tix is required to notify purchasers of Tickets of a postponement or cancellation of the Event, otherwise than as contemplated under clause 9, the Seller must reimburse to Milestone Tix the costs and expenses incurred by Milestone Tix in giving such notice.

Important note re Events cancelled or postponed due to COVID circumstances

Any tickets for Events listed (launched for sale) after 27/10/2020 that are postponed or cancelled due to any circumstances relating to COVID, including any change in event restrictions; will still attract Milestone Tix, Platform Fees and Transaction Fees.

10. Representations, Warranties and Indemnities

The Seller warrants to Milestone Tix that:

The entering into and performance of this Agreement will not result in any breach of, or constitute a default under, any other Agreement to which it is a party, including, any Agreement for the sale or other issue of tickets for the Event or the Venue; and
The number of Tickets made available for sale or issue does not exceed legal, fire or council rules or regulations or other restrictions of the Venue or of governmental agencies.

Each party represents and warrants to each other party:

It is duly incorporated and validly existing under the laws of the place of its incorporation;
It has full corporate power to execute, deliver and perform its obligations under this Agreement; and
The execution, delivery and performance of this Agreement has been properly authorised by it.

Indemnity

The Seller indemnifies Milestone Tix, it’s Affiliates, and their respective successors, assigns, officers, directors, employees and agents (“Milestone Tix’s Indemnities”) against and hold harmless from, any and all claims, damages, actions, losses, liabilities, costs and expenses, foreseen or unforeseen, of any kind, including legal fees, imposed on, incurred by, or asserted against Milestone Tix’s Indemnities occurring as a result of, or in connection with, a) any breach by the Seller of this Agreement, or b) any Event including but not limited to physical damage or personal harm incurred in connection therewith; c) any cancellation, postponement, rescheduling, or delay of an Event, d) Partner’s failure to allocate a sufficient number of Tickets for an Event, e) any use of the Milestone Tix System, f) any use or attempted use by a Buyer of counterfeit Tickets, g) Partner’s use of any Buyer’s profile information or communication with any Buyer, h) Partner’s violation of applicable laws, rules, or regulations (including, without limitation, applicable data security or privacy laws, rules, or regulations), or i) any allegation that the Event or any portion thereof (or the streaming of the Event or any portion thereof by Milestone Tix or any of Milestone Tix’s Indemnities), infringes, misappropriates, or violates any third party’s intellectual property rights or any other alleged patent, trademark, or copyright infringement asserted against Milestone Tix’s Indemnities with respect to the Event, except to the extent that any such claim under subsections a) through i) arises from or relates to Milestone Tix’s gross negligence or willful misconduct with respect thereto. The term “Affiliate” means any person or entity controlling, controlled by, or under common control with a stated party.
The Seller indemnifies Milestone Tix against any Loss (including legal fees and expenses) Milestone Tix may incur, or be liable for, arising from or in connection with any failure by the Seller or its Personnel to comply with all legislation relating to the handling, treatment and use of Ticket purchaser information (including name, address, mobile phone number and email address) that it obtains via Milestone Tix or the Milestone Tix Service. The Seller understands that this indemnity extends to any Loss suffered by Milestone Tix as a result of adverse publicity, which is related to the breach of any legislation. To avoid any doubt, the indemnity in clause 10 does not apply to the extent the indemnity is prohibited by law.

11. Limitation of Liability

Milestone Tix excludes, to the maximum extent permitted by law, all express or implied guarantees, warranties, representations or other terms and conditions relating to this Agreement or its subject matter, not contained in this Agreement. Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include the Australian Consumer Law which contains guarantees that protect purchasers of goods and services in certain circumstances.

If any guarantee, condition, term or warranty is implied or imposed in relation to this Agreement by applicable law (including the Australian Consumer Law) and cannot be excluded, restricted or modified (Non-Excludable Provision), and Milestone Tix is able to limit the Seller’s remedy for a breach of the Non-Excludable Provision, then Milestone Tix’s liability for breach of the Non-Excludable Provision is limited to one or more of the following at Milestone Tix’s option:

In the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again; and
In the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or acquiring equivalent goods, or the payment of the cost of having the goods repaired. This clause states, subject to Milestone Tix’s obligations under the Non-Excludable Provisions and to the maximum extent permitted by law, the entire aggregate liability of Milestone Tix and exclusive remedy of the Seller (including for any Loss or damage sustained by the Seller in connection with this Agreement, whether arising in contract, tort (including negligence), statute, equity or otherwise).

The limitation in this clause and the relevant exclusion does not apply in relation to liability:

for personal injury (including sickness or death);
for loss, damage to or loss of use of, any real or personal property; or
for fraud, dishonesty or willful misconduct.

Subject to Milestone Tix’s obligations under the Non-Excludable Provisions, Milestone Tix’s liability for Consequential Loss is excluded.

For the purposes of this clause 11, Consequential Loss means any special, indirect, consequential or punitive loss or damage. For clarity, this does not include loss or damage which may fairly and reasonably be considered to arise naturally from the usual course of things, from the breach or other act or omission in question (the remedy for which loss or damage is limited as described in clause 11.

Milestone Tix cannot guarantee that the Site will be error-free, uninterrupted, nor that it will provide specific results from use of the Site or any content, search or link on it. The Site and its content are delivered on an ‘as-is’ and ‘as-available’ basis.

12. Milestone Tix’s Right To Terminate

Milestone Tix may terminate this Agreement and the Seller’s use of the Milestone Tix Service immediately if:

An Insolvency Event occurs in relation to the Seller;
The Seller breaches any of its obligations under this Agreement; or
The Seller fails to pay any money due to Milestone Tix when it falls due.
Milestone Tix believes that continuation of the contract by hosting Seller’s events may damage Milestone Tix’s brand.

Effect of Termination

Termination of this Agreement is without prejudice to accrued rights and obligations of a party and any provisions which are intended by their nature to survive termination.

Removal of Hardware and Software

At the end of the Event, the Seller must permit Milestone Tix and Ticketbooth to enter the Box Office to remove all Hardware and Software, Ticket stock, advertising and other property of Milestone Tix and Ticketbooth.

13. Force Majeure

Force Majeure

Each party may be excused from performing its obligations under this Agreement to the extent that it is prevented, hindered or delayed in performing such obligations by reason of any cause beyond its reasonable control which it cannot overcome by reasonable measures, at the discretion of Milestone Tix.

Notice

As soon as practicable after an event referred to in this clause occurs, the party affected must notify the other party of the nature and extent of the event.

14. Subcontracting

Subcontracting and delegation

Milestone Tix may subcontract or delegate any of its rights or obligations under this Agreement in its discretion, provided that such subcontracting or delegation will not relieve Milestone Tix of its obligations under this Agreement.

15. Confidentiality

Information confidential

All information which a party obtains or of which it is or becomes aware relating to the management, profitability, operation and the business dealings, arrangements and understandings between either of the parties and each other or either of the parties and Venues or other persons in respect of the Event must be held and maintained by such a party in strict confidence.

Information remains confidential

Each party must use its best endeavours to ensure that the information set out in clause 15 remains confidential and is not transmitted or disclosed to any person except to the extent necessary to enable each party to perform and observe the obligations and conditions arising from this Agreement and that upon the Expiry Date or the earlier termination of this Agreement each party must deliver up to the other or cause to be destroyed, the information in that party’s possession provided by the other party.

Disclosure of information

The parties shall not disclose any information of the other party which is confidential to any person without the consent of the other parties (which shall not be unreasonably withheld) provided always that such obligation shall not apply to:

Disclosures required by law or a requirement of any regulatory body court or tribunal; information which is in or comes into the public domain other than as a result of a breach of this Agreement; or
Disclosures to the financial accounting or legal advisers of the parties where reasonably required and provided appropriate confidentiality undertakings are obtained,
and no party shall use any such confidential information other than for the purpose for which it was provided to that party.

16. Tax, Costs and Expenses

GST Inclusive

Unless otherwise specified, all amounts expressed in this Agreement are inclusive of GST. GST will be payable at the same time as the consideration to which it relates.

Tax invoices

Milestone Tix will issue tax invoices in respect of any supplies made by Milestone Tix pursuant to this Agreement.

Tax

Subject to clause 16, each party must pay any Tax incurred by that party which arises from signing, delivering and performing this Agreement.

Costs and expenses

Each party must pay its own costs and expenses of negotiating, preparing, signing, delivering, stamping, registering and performing this Agreement and any other Agreement or document entered into or signed under this Agreement.

Payment of Tax

Seller is solely responsible for determining which, if any, sales, use, amusement, value added, goods and services, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to the use of the Services and in doing so agree that it is their sole responsibility to, and that they will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities. If Seller does collect Taxes on the Services, those Taxes will be treated like Additional Event Fees and Milestone Tix will pay such amounts to you at the same time as the underlying Ticket Receipts.

Milestone Tix cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires Milestone Tix to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse Milestone Tix for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

Additionally, in the event that a governmental authority requires Milestone Tix to provide proof that Taxes attributable to your use of the Services were collected, remitted, and reported to the respective government authority, you agree to promptly furnish the requested proof upon Milestone Tix’s request within five (5) days of the request.

17. Relationship

The Seller appoints Milestone Tix as its agent to sell Tickets for Sellers Event/s through the Network. The Seller acknowledges that:

Milestone Tix provides ticketing services to a range of Sellers, Venues and Event Organisers and has ongoing business dealings with other Sellers, Venues and Event Organisers;
this Agreement in no way restricts, and the Seller agrees not to interfere with, Milestone Tix’s other business dealings; and
Milestone Tix is not obliged to disclose to it the confidential information of another Seller.

The Seller acknowledges that this Agreement is an arms-length commercial contract which sets out in full Milestone Tix’s duties and obligations as agent. The Seller irrevocably and unconditionally releases Milestone Tix from any further duties or obligations which may be implied at law. This Agreement does not create a fiduciary relationship or a relationship of employment or Sellership between the parties or an agency in which Milestone Tix is the principal.

18. Obligation to act in good faith

Milestone Tix and Seller must act in good faith in respect of this Agreement. Neither Milestone Tix nor the Seller may do anything which will circumvent the operation of this Agreement or deprive either Milestone Tix or the Seller of its rights under this Agreement.

19. Privacy and use of Customer Data

By entering into this Agreement, the Seller agrees to the terms of Milestone Tix’s Privacy Policy. Milestone Tix may collect and use the personal information of Purchasers of Tickets in accordance with its Privacy Policy in place from time to time.

Milestone Tix may collect and use the personal information of purchasers of Tickets through Milestone Tix and/or its consumer marketing brand, Events In where the Buyer has opted in to receiving marketing notifications. Each party agrees to comply at all times with all relevant laws with respect to the collection and use of such information.

Payment Card Industry Data Security

The Seller acknowledges that Milestone Tix is required to comply with the Payment Card Industry Data Security Standards (PCI Data Security Standards).

The Seller will use reasonable commercial endeavours to adhere to and be compliant with the PCI Data Security Standards.

The Seller acknowledges that it is responsible for the security of cardholder data of Customers that the Seller possesses or otherwise stores, processes or transmits on behalf of Milestone Tix, or to the extent that they could impact the security of the Customer’s Cardholder Data Environment (as defined by the PCI Data Security Standards).

20. General

Notices

Any notice or other communication given under this Agreement including, but not limited to, a request, demand, consent or approval, to or by a party to this Agreement: Must be in legible writing and in English and emailed to clients@Milestone Tix.com.au

Invalidity

If a provision of this Agreement, or a right or remedy of a party under this Agreement is invalid or unenforceable in a particular jurisdiction:

It is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and
It does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.
This clause is not limited by any other provision of this Agreement in relation to severability, invalidity or unenforceability.

Amendments and Waivers

This Agreement may be amended only by a written document signed by the parties. A waiver of a provision of this Agreement or a right or remedy arising under this Agreement, including this clause, must be in writing and signed by the party granting the waiver.
A single or partial exercise of a right does not preclude a further exercise of that right or the exercise of another right. Failure by a party to exercise a right or delay in exercising that right does not prevent its exercise or operate as a waiver. A waiver is only effective in the specific instance and for the specific purpose for which it is given.

Cumulative Rights

The rights and remedies of a party under this Agreement do not exclude any other right or remedy provided by law.

Non-Merger

No provision of this Agreement merges on completion or termination of this Agreement.

Continuing indemnities and survival of indemnities

Each indemnity contained in this Agreement is a continuing obligation despite a settlement of account or the occurrence of any other thing, and remains fully effective until all money owing, contingently or otherwise, under an indemnity has been paid in full. Each indemnity is an additional, separate and independent obligation and no one indemnity limits the generality of another indemnity. Each indemnity survives termination of this Agreement.

Further assurances

Each party must do all things necessary to give full effect to this Agreement and the transactions contemplated by this Agreement.

Entire agreement

This Agreement supersedes all previous Agreements about its subject matter and embodies the entire Agreement between the parties. The Seller acknowledges that no representations or warranties in connection with the Milestone Tix Services have been made by Milestone Tix or anyone on behalf of Milestone Tix other than as set out in this Agreement.

Specific performance

The Seller acknowledges that monetary damages alone would not be adequate compensation to Milestone Tix for the Seller’s breach of its obligations under this Agreement and that specific performance of those obligations is an appropriate remedy, particularly having regard to the unique nature of the rights granted to Milestone Tix under this Agreement.

Third party rights

Only Milestone Tix and the Seller has or is intended to have a right or remedy under this Agreement or obtain a benefit under it.

Legal Advice

The parties acknowledge that they have received legal advice about this Agreement or have had the opportunity of receiving legal advice about this Agreement.

Counterparts

This Agreement may be signed in any number of counterparts and all those counterparts together make one instrument.

Governing law and Jurisdiction

The laws of New South Wales govern this Agreement. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales and waives any claim or objection based on absence of jurisdiction or inconvenient forum or immunity in relation to this Agreement in any jurisdiction for any reason.s

21. Direct Debit Request Service Agreement

Debiting your account

In the event that the net activity in your account on a day is negative, or Milestone Tix needs you to fund your account for any other reason relating to the Milestone Tix Seller Agreement, you authorise and request Milestone Tix and/or Ticketbooth to debit your Bank Account by using the Bulk Electronic Clearing System (BECS).

Transfers to your Bank Account will come from Ezidebit (Direct Entry User Number: 165969, 303909, 301203, 234040, 234072, 428198) and the timing of the transfers will be at Milestone Tix’s discretion.

Inquiries, Errors, and Disputes

If you believe there has been an error in debiting your account, you should notify us. You can also notify your bank. If there has been an error, we’ll arrange with your bank to adjust your account and we’ll notify you of the amount of the adjustment. If we don’t find an error, we’ll respond to your query with evidence of the correctness of the transfer.

22.Definitions

In these Sellers Terms of Service:

Adverse publicity means the reporting of Milestone Tix during “the term” in local, regional or national media (including but not limited to social media, radio, television, newspapers, magazines or the internet) or any governmental publication in which Milestone Tix or it’s products are specifically named in a negative fashion.

Agreement means the terms to which the Seller has agreed to in order to use the Milestone Tix system, which could be by contractual Agreement, self sign up or an Event Build form.

Box Office means the area at a Venue used to stock and sell Tickets.

Business Day means a day on which banks are open for business in Sydney excluding a Saturday, Sunday or public holiday.

Cancellation Fee means the amount Milestone Tix may retain upon cancellation of an Event, as set out in the Ticketing Agreement, which will not exceed the total amount of “booking fees” that Milestone Tix would have received under the Ticketing Agreement had the Event not been cancelled. If no Cancellation Fee is set out in the Ticketing Agreement, the Cancellation Fee will be the total amount of “booking fees” that Milestone Tix would have received under the Ticketing Agreement had the Event not been cancelled.

Claim means any demand, action, proceeding, cost or expense.

Commencement Date means the date specified in the Event Build Form.

Complimentary Tickets means complimentary Tickets, house Tickets and promoter’s Tickets and other “mass pull” Tickets (as those terms are commonly understood in the entertainment industry and ticketing business) for the Event.

Consignment Tickets means Tickets to the Event that are sold or distributed other than by Milestone Tix under this Agreement.

Customer refers to a person who transacts with Seller via the Milestone Tix platform and includes purchasing Tickets or Products, registration, subscribing or joining a waitlist for Tickets.

Event means the events described in the Event Build Form or built into the Milestone Tix system, for which Customers will register or purchase tickets to attend.

Expiry Date means the date specified in the Ticketing Agreement.

GST means goods and services tax payable under the A New Tax System (Goods and Services Tax) Act 1999 and the related transition and imposition Acts (GST Law).

Insolvency Event means in the case of a corporation any of the following:

a liquidator or provisional liquidator is appointed;
an administrator is appointed;
a receiver or receiver and manager is appointed to the corporation and/or any of its assets; or
anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of any person.

Loss means any loss, cost, expense or liability.

Network means all facilities, systems, channels, contractors and agents which Milestone Tix, in its discretion, uses from time to time to advertise, sell, distribute or otherwise supply Tickets (howsoever owned, operated or branded), and which may include the internet, social media, call centres and sales agents.

Seller means the Partner or Seller entity or Person specified in the Ticketing Agreement, Get Started form or Event Build Form.

Personnel means, in respect of a party, its employees, agents, contractors and invitees.

Point of Sale (Box Office) refers to the Box Office interface in the Milestone Tix system through which Point of Sale transactions are processed.

Purchaser means a person who purchases or obtains a Ticket to the Seller’s Event through the Site or the Service;

Refund means repayment of a sum of money back to the Customer.

Review Date means the Expiry Date of this Agreement.

Seller means the organisation using the Milestone Tix system.

Settlement Day means, in respect of the Event, the days specified as the “Settlement Days” in the Ticketing Agreement.

Site means the website at www.Milestone Tix.com.au or events.Milestone Tix.com.au

System means the computerised booking system used by Milestone Tix from time to time for the sale or other issue of Tickets to Event.

Tax means a tax, levy, charge, impost, fee, deduction, withholding or duty of any nature, including stamp and transaction duty which is imposed or collected by a government agency and includes, but is not limited to, any interest, fine, penalty, charge, fee or other amount imposed in addition to those amounts but excluding any GST.

Term means the period specified in clause 3.

Ticket means any ticket or voucher (whether paper based, electronic or otherwise) for the admission of persons to the Event, or to the Venue.

Ticketing Agreement means the Agreement between Milestone Tix and Seller accompanying these Sellers Terms of Services and to which these Sellers Terms of Service are incorporated.

Milestone Tix Hardware and Software means the hardware and software (if any) to be installed by Milestone Tix at the Venue or Event/s and listed in the Ticketing Agreement.

Milestone Tix Services means:

The ticketing and other services set out in the Ticketing Agreement.
Any good, service or system in respect of the Venue(s) or the Event which is the same as, or similar to, a good, service or system supplied by Milestone Tix under this Agreement, and includes any service of, or system for, selling Tickets and any and all services available on or through the Site or otherwise provided by Milestone Tix for the Seller’s Event.

Third Party Merchant Account has the meaning given to that term in clause 10 of these Sellers Terms of Service.

Trademark means, in respect of a party, each trademark which the party from time to time owns is licensed to use.

Venue means any location where an Event is set up in the Milestone Tix system for Customers to register or purchase Tickets to attend.