organiser agreement.

v1.2 · updated 7 november 2026

1. Parties and acceptance

1.1 This Agreement is made between:

• (a) Ticketway Entertainment Private Limited, a private limited company with its registered office in Mumbai, Maharashtra ("Ticketway"); and
• (b) the person or entity named as the organisation in Ticketway HQ when this Agreement is accepted (the "Organiser").

1.2 This Agreement is accepted by the Organiser's Owner clicking to agree in Ticketway HQ. It binds the Organiser from the moment of acceptance (the "Effective Date").

1.3 The person who accepts represents and warrants to Ticketway that they are at least 18 years old, are authorised to bind the Organiser, and that all information given in Ticketway HQ is true, complete and current. A person who accepts without that authority is liable to Ticketway for all loss arising from the lack of authority.

1.4 No Listing may be published until this Agreement has been accepted. This Agreement governs every Listing, Ticket, sale, refund and Settlement on the Organiser's Account, including any Listing published or sale made before the Effective Date.

2. Definitions and interpretation

2.1 In this Agreement:

Account means the Organiser's organisation account in Ticketway HQ.

Applicable Law means every law, statute, rule, regulation, notification, circular, direction, order, judgment, licence condition and binding guideline in force in India, as amended, replaced or re-enacted from time to time, including those of any State, Union Territory or local authority.

Business Day means a day other than a Sunday or a public holiday on which scheduled commercial banks are open for business in Mumbai.

Charges means the charges Ticketway may charge the Organiser under paragraph 3 of Schedule 1.

Chargeback means a reversal, dispute or claim raised by a Guest, card network, issuing bank, UPI system or Payment Partner against a payment made through Ticketway, together with any fee, fine or charge imposed in connection with it.

Commercial Terms means the commercial terms in Schedule 1, as varied for the Organiser's Account or for a Listing in Ticketway HQ or by Special Terms.

Commission means the commission payable by the Organiser to Ticketway on sales of Tickets under clause 8 and Schedule 1.

Complimentary Ticket means a Ticket that the Team issues in Ticketway HQ at no price, including a guest list Ticket. A free ticket type that Guests book through Ticketway's checkout is not a Complimentary Ticket.

Escrow Account means the escrow account maintained by the Payment Partner with a scheduled commercial bank in which Online Sale proceeds are held pending Settlement.

Event End Time means the end time of an Occurrence as set in Ticketway HQ and published in the Listing; for a slot or an hour, when it ends.

Fees means the Commission and the Charges, each as set out in the Commercial Terms.

Guest means any person who buys, holds, is sent or attempts to use a Ticket.

Guest Data means personal data of Guests that Ticketway makes available to the Organiser.

GST means tax under the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017 and each State Goods and Services Tax Act, including cess.

Listing means an event, an activity at set times, or a court, turf, boat, room or other facility offered by the hour, that the Organiser publishes or submits on Ticketway.

Losses means all losses, liabilities, damages, refunds, Chargebacks, compensation, awards, fines, penalties, taxes, interest, costs and expenses (including reasonable legal fees).

Negative Balance means the amount by which the Organiser's Payable Balance is less than zero.

Occurrence means one dated instance of a Listing: an event day, a session, a slot, or an hour of one unit.

Offline Sale means a sale of a Ticket recorded by the Team in Ticketway HQ, as a box office sale (the Guest goes in at once) or an offline sale (the Ticket is sent to the Guest's phone), for which the Organiser collects the money directly.

Online Sale means a sale of a Ticket paid through Ticketway's checkout.

Owner means the person holding the owner role on the Account.

Payable Balance means the amount owed by Ticketway to the Organiser at any time, calculated under the Settlement Terms.

Payment Partner means the RBI-authorised payment aggregator, its acquiring and escrow banks, and any successor that Ticketway appoints. At the Effective Date, the Payment Partner is Easebuzz.

Plan means the Exclusive plan or the Non-exclusive plan described in clause 8.1.

Related Person means the Owner, any Team member, any partner, director, shareholder or beneficial owner of the Organiser, a relative (as defined in the Companies Act, 2013) of any of them, any person that controls, is controlled by or is under common control with the Organiser, and any person acting on behalf of any of them.

Records means Ticketway's ledger, audit log, scan records, order records and other electronic records kept in the ordinary course of operating Ticketway.

Reserve means an amount withheld from Settlement under clause 13.2.

Sale Price means, for each Ticket, the greater of the price recorded for it in Ticketway HQ and the total amount actually received for it, or for admission on it, by the Organiser or any person on its behalf, under any name.

Settlement means the payment of the Organiser's Payable Balance, or part of it, to the Settlement Account under the Settlement Terms (shown in Ticketway HQ as a payout).

Settlement Account means the Organiser's bank account in India, in the Organiser's own name, verified under Schedule 5.

Settlement Terms means the Ticketway Settlement Terms, which are Schedule 2 to this Agreement.

Special Terms means terms agreed in writing for the Organiser or a Listing and signed or emailed by an authorised signatory of Ticketway.

Team means every person whom the Organiser adds to the Account, in the role of owner, manager, seller or scanner.

Ticket means any right of admission, booking or entry sold or issued through Ticketway, including a slot booking and a booking of one or more hours.

Ticket Price means the price of a Ticket set by the Organiser, inclusive of the Organiser's GST and every other amount the Organiser charges for it.

Ticketway HQ means Ticketway's application and website for organisers and their teams.

Ticketway Platform means Ticketway's guest application, website, Ticketway HQ, application programming interfaces and related systems.

2.2 In this Agreement: (a) headings are for convenience only; (b) "including" and similar words mean "including without limitation"; (c) the singular includes the plural and vice versa; (d) a reference to a person includes an individual, firm, LLP, company, trust, society, HUF and association of persons; (e) a reference to a statute includes any rule, notification or circular under it and any amendment, replacement or re-enactment, so that a reference to section 194-O of the Income-tax Act, 1961 includes section 393 of the Income-tax Act, 2025; (f) "in writing" includes email and notices given in Ticketway HQ; (g) all times are Indian Standard Time; (h) "days" means calendar days unless Business Days are stated; (i) amounts are in Indian Rupees; and (j) no rule of construction applies against Ticketway because Ticketway prepared this Agreement.

2.3 If there is any conflict between the following, the one higher in this list prevails: (a) Special Terms; (b) clauses 1 to 31 of this Agreement; (c) the Settlement Terms; (d) Schedules 1, 3, 4, 5 and 6; (e) Ticketway's policies for organisers published in Ticketway HQ; and (f) the Organiser's own terms published on a Listing. The Organiser's own terms never limit a Guest's rights under Ticketway's Terms of Use or Applicable Law.

3. Ticketway's role

3.1 Marketplace. Ticketway operates the Ticketway Platform as an online marketplace and intermediary through which the Organiser offers Tickets to Guests. Ticketway is a marketplace e-commerce entity under the Consumer Protection (E-Commerce) Rules, 2020 and an electronic commerce operator under the GST and income-tax laws.

3.2 Organiser is the supplier. The Organiser is the supplier of every Listing and the seller of every Ticket. The contract for admission is between the Organiser and the Guest. The Organiser alone is responsible for the Listing, the venue, the conduct of the Occurrence and everything that happens at it. Ticketway is not the organiser, promoter, producer, venue, employer of the Team, or a party to the contract for admission.

3.3 Limited collection agency. The Organiser appoints Ticketway as its agent, with authority limited to: (a) collecting Online Sale proceeds from Guests through the Payment Partner; (b) instructing the Payment Partner to hold, settle, refund and deduct amounts under this Agreement; (c) making refunds and responding to Chargebacks under this Agreement; and (d) deducting and receiving the Fees, taxes and other amounts this Agreement permits. Payment by a Guest through the Ticketway Platform discharges the Guest's obligation to pay the Organiser for that Ticket.

3.4 Escrow and no deposit. Online Sale proceeds are collected by the Payment Partner into the Escrow Account and remain there until settled, refunded or applied under this Agreement on Ticketway's instruction. Ticketway is not a bank and accepts no deposit from the Organiser. No interest is payable to the Organiser on any amount at any time before Settlement.

3.5 Review is not approval of compliance. Ticketway's review, approval or publication of a Listing confirms only that the Listing appears on its face to meet Schedule 3. It is not a verification of the Organiser's licences, safety arrangements, capacity or compliance with Applicable Law, and does not transfer any of the Organiser's obligations or liabilities to Ticketway.

3.6 Guest money. Until the Event End Time of the Occurrence a Guest paid for, the Organiser has not provided what the Guest paid for, and the Online Sale proceeds for it are held to be refunded to the Guest under clause 10 or settled under the Settlement Terms. The Organiser's only right to Online Sale proceeds is to be paid the Payable Balance when the Settlement Terms make it due. The Organiser shall not assign or charge that right.

4. Conditions

4.1 Before publishing and selling. A Listing may be published only after the Organiser has accepted this Agreement and completed the Listing in full under Schedule 3. Online Sales for a Listing open only after the Payment Partner has onboarded the Organiser as a seller, using the information in Schedule 5 that it requires.

4.2 Before Settlement. No Settlement is due until each of the following has been completed to Ticketway's satisfaction: (a) the Organiser Declarations applicable to the Organiser have been signed; (b) the documents in Schedule 5 have been provided; (c) the Settlement Account has been verified; and (d) any Personal Guarantee, security deposit or other security that Ticketway has required under clause 13 has been provided.

4.3 Amounts while conditions are open. Amounts that become payable while a condition in clause 4.2 is outstanding remain in the Escrow Account and are settled in the first Settlement after all conditions are met. If the conditions are not met within 90 days after the Event End Time of the relevant Occurrence, Ticketway may refund the Guests of that Occurrence on the Organiser's behalf and recover all Losses from the Organiser.

5. Account and Team

5.1 One Account. The Organiser shall maintain one Account. The Organiser shall keep all Account information true, complete and current, and shall update it in Ticketway HQ within 7 days of any change, including any change in its legal name, constitution, address, contact details, GST status, PAN, Settlement Account, Owner, authorised signatory or beneficial owners.

5.2 Team acts for the Organiser. Every act or omission on the Account, by any Team member or by any person using a Team member's device, session or credentials, is deemed to be the act or omission of the Organiser. The Organiser chooses who it adds, their role and their Listings, and shall remove any person immediately when that person should no longer have access.

5.3 Roles. Team roles have the permissions shown in Ticketway HQ. Only the Owner may change the Settlement Account. The Organiser shall ensure that each Team member accepts and complies with the Ticketway Staff Terms.

5.4 Security. The Organiser shall keep every device signed in to Ticketway HQ under its control, and shall notify Ticketway immediately on becoming aware of any unauthorised access to or use of the Account. The Organiser is liable for all activity on the Account until Ticketway has received that notice and had a reasonable time to act on it.

5.5 Grievance officer. The Organiser shall appoint a grievance officer for Guest complaints and record their name, phone number and email in Ticketway HQ. The grievance officer shall acknowledge each complaint within 48 hours and resolve it within one month of receipt, or within any shorter time Ticketway requires by notice to comply with Applicable Law.

6. Listings

6.1 Standards. Every Listing shall comply with Schedule 3 and Applicable Law. The Organiser shall ensure that each Listing is accurate, complete and not misleading, and that the Occurrence matches the Listing in every material respect.

6.2 Seller information. The Organiser authorises Ticketway to display to Guests its legal and trade name, geographic address, customer care phone number and email, grievance officer details, whether it is registered for GST, and its GSTIN or other government registration number.

6.3 Locked terms. For an event, once a ticket type has sales: its Ticket Price, the number of people it admits and any bar cover cannot be changed, what it includes cannot be reduced, and it cannot be removed; the venue cannot be changed; the age range can only be widened; and sending to another Guest, once enabled, cannot be disabled. Once an event is published, its date and time can be changed only under clause 11.3. For an activity or a facility offered by the hour, prices, schedules and units may be changed for bookings made after the change; a booking already made keeps its price, time and unit, except as clause 11 and the Activity and Court Booking Terms allow.

6.4 Ticketway's rights. Ticketway may at any time, with or without notice, refuse, return, hide, pause, remove or cancel any Listing, ticket type or sale where Ticketway considers that it breaches this Agreement or Applicable Law, presents a risk to Guests or to Ticketway, is the subject of a complaint, order or request from a government authority, court, regulator, Payment Partner or bank, or is otherwise unsuitable for the Ticketway Platform. Ticketway shall state its reason in Ticketway HQ unless prohibited by Applicable Law. Guests whose sales are cancelled are refunded under clause 10.4.

6.5 Edits by Ticketway. Ticketway may edit a Listing only to fit its format, to remove content that breaches this Agreement or Applicable Law, to correct an obvious error, or at the Organiser's request. It changes a Ticket Price, quantity, date, time or venue only at the Organiser's request. Every edit by Ticketway is shown in Ticketway HQ as made by Ticketway. The Organiser may object within 24 hours, and Ticketway shall then reverse the edit or remove the Listing.

7. Inventory

7.1 Capacity. The Organiser warrants that the total number of tickets, passes and admissions it sells or issues for an Occurrence, through every channel, will not exceed the lower of the venue's safe capacity and the capacity permitted by its licences, and shall give Ticketway evidence of that capacity within 2 Business Days of its request.

7.2 Ticketway allocation. On the Non-exclusive plan, the quantity of each ticket type published on Ticketway is allocated exclusively to sales through the Ticketway Platform and shall not be sold, issued or promised through any other channel. The Organiser may sell other inventory for the same Listing elsewhere. If the Organiser sells elsewhere a place, slot, hour or unit that has also been booked through the Ticketway Platform, the Ticketway booking prevails and the Organiser shall honour it.

7.3 Exclusive plan. For every Listing published while the Exclusive plan applies to it, and until that Listing's last Occurrence ends, the Organiser shall sell and issue every ticket, pass, booking and admission for every Occurrence of the Listing only through the Ticketway Platform, including Offline Sales and Complimentary Tickets recorded in Ticketway HQ, and shall admit no person to an Occurrence without a Ticket, other than its Team, performers and crew working at it. The Organiser shall not sell or issue tickets for that Listing through any other ticketing platform, website, application, agent, promoter, venue box office or other channel, but may advertise the Listing anywhere if the advertisement sends buyers to the Ticketway Platform. For an activity or a facility offered by the hour, the Exclusive plan covers every slot, hour and unit of the Listing, including hours the Organiser blocks, which it may use only as clause 5.2 of the Activity and Court Booking Terms allows; the Organiser may end the Exclusive plan for such a Listing on 30 days' notice in Ticketway HQ, and this clause stops applying to it at the end of the notice. Tickets sold elsewhere before the Listing was published on Ticketway are not a breach if the Organiser declared them to Ticketway in writing before publication and honours them. Events, activities and facilities that the Organiser does not list on Ticketway are not affected.

7.4 Breach of exclusivity. If the Organiser breaches clause 7.3 for a Listing, then, in addition to Ticketway's other rights: (a) the Non-exclusive plan applies to that Listing from its publication, and the Organiser shall pay Ticketway the difference in Commission on every Ticket sold for it through the Ticketway Platform; (b) the Organiser shall pay Ticketway Commission at the Non-exclusive rate on the price of every ticket for that Listing sold or issued outside the Ticketway Platform, as shown by the records in paragraph (c) or, where they are not given or are incomplete, as Ticketway reasonably estimates from the capacity of the venue and the admissions recorded, which the parties agree is a genuine pre-estimate of Ticketway's loss, as that loss would be difficult to prove; (c) the Organiser shall give Ticketway, within 7 days of its request, complete records of every ticket and admission for that Listing sold or issued outside the Ticketway Platform; and (d) Ticketway may move the Account to the Non-exclusive plan for Listings published afterwards.

7.5 Honouring Tickets. The Organiser shall admit every Guest who presents a valid Ticket and complies with the Listing's published rules and Applicable Law, and shall provide everything the Ticket includes.

7.6 Oversold or dishonoured Tickets. If a Guest with a valid Ticket is refused admission or does not receive what the Ticket includes for any reason other than the Guest's breach of the Listing's published rules or Applicable Law, the Organiser shall bear the full refund and any compensation awarded to the Guest or paid by Ticketway acting reasonably, and shall indemnify Ticketway under clause 22.

8. Plans, Commission and Charges

8.1 Plans. The Organiser chooses one of two Plans in Ticketway HQ before accepting this Agreement:

• (a) the Exclusive plan, under which every Listing published while the plan applies is sold only through the Ticketway Platform as clause 7.3 provides; or
• (b) the Non-exclusive plan, under which the Organiser may also sell tickets elsewhere, subject to clause 7.2.

The Organiser's Plan is the plan chosen in Ticketway HQ.

8.2 Commission. The Organiser shall pay Ticketway Commission on the Sale Price of every Ticket sold or issued, by Online Sale and by Offline Sale, at the rate for its Plan: the rate shown in Ticketway HQ. The rate for each Plan is shown in Ticketway HQ. Ticketway may set a lower rate for the Account or for a Listing at any time, as shown in Ticketway HQ, and that rate then applies. A higher rate applies only under clause 8.7, and the Exclusive plan applies only where the Organiser chose it or Special Terms provide for it.

8.3 Payment. The Commission, the Charges and GST on them are deducted from the Payable Balance.

8.4 GST. GST at the applicable rate, currently 18%, is added to the Commission and the Charges.

8.5 Ticketway's own services to Guests. Ticketway may charge Guests for services it provides to them itself. Any such charge is Ticketway's own revenue, forms no part of the Ticket Price or the Payable Balance, and shall not be collected, refunded or described by the Organiser as its own.

8.6 Fixed per order. Every order bears the Commission rate in force when it was placed.

8.7 Changes. Ticketway may change the Commission rate of a Plan, for orders placed after the change, by giving the Organiser at least 15 days' notice in writing. An increase does not apply to orders for a Listing published before the notice until 60 days after the notice. The Organiser may ask Ticketway to change its Plan; a change takes effect for orders placed after Ticketway confirms it in Ticketway HQ. A Listing published while the Exclusive plan applied to it remains subject to clause 7.3 until its last Occurrence ends, unless Ticketway agrees otherwise in writing. A rate fixed for a Listing by Special Terms applies until that Listing's last Occurrence ends.

8.8 Complimentary Tickets and prices recorded. Complimentary Tickets carry no Commission. Where Complimentary Tickets for an Occurrence exceed 15% of all Tickets for it, or any higher allowance Ticketway HQ or Special Terms set for the Listing, Ticketway may charge Commission on each one beyond that, on the lowest Ticket Price of a ticket type for the same Occurrence that admits the same number of people. The Organiser shall record every Offline Sale at the price and by the payment method actually received, and shall not receive any money for a Complimentary Ticket or for admission on it. Recording a Ticket at less than the amount received is a material breach. Where money was received for a Complimentary Ticket, or for a Ticket recorded below its Ticket Price, and the Organiser does not show the amount received, its Sale Price is the Ticket Price of its ticket type; on the Exclusive plan, clause 7.4 also applies as if it had been sold outside the Ticketway Platform.

8.9 No other fees. The Organiser pays Ticketway no fee other than the Commission and the Charges, unless Special Terms provide for it or the Organiser accepts it in Ticketway HQ for a Listing.

9. Payments and Settlement

9.1 Online Sale proceeds, Settlement, holds, the Settlement Account, Negative Balances, statements and invoices are governed by the Settlement Terms.

9.2 The Organiser irrevocably authorises Ticketway, for the duration of this Agreement and until all amounts between the parties are finally settled, to instruct the Payment Partner to hold, settle, refund, deduct and apply amounts in the Escrow Account as this Agreement provides. The Organiser shall not give the Payment Partner any instruction that conflicts with Ticketway's instructions.

10. Refunds

10.1 When Tickets are refunded. Tickets are refunded only:

• (a) when the Organiser cancels an Occurrence, a slot, a day or hours, in full, whether or not the Ticket was scanned;
• (b) when the Organiser's owner or a manager refunds a Guest from Ticketway HQ;
• (c) when the date of an Occurrence is moved under clause 11.3, at the Guest's request in the guest application within 7 days after the move and before the new start time, including Tickets sold as non-refundable;
• (d) when Ticketway refunds a Guest under clause 10.4; or
• (e) when required by Applicable Law or by an order of a court, consumer commission, regulator or the Payment Partner.

10.2 Organiser refunds. The Owner or a manager may refund all or some Tickets in an order from Ticketway HQ, for Tickets nobody has come in on: for an event, until it has been settled; for a slot, until the slot ends; and for a booking by the hour, until its first hour starts. A Ticket that has been scanned cannot be refunded from Ticketway HQ.

10.3 Method and share. Online Sale refunds are made only to the original payment instrument through the Payment Partner. The Organiser shall refund Offline Sales itself, immediately, by the method of payment. Recording an Offline Sale refund in Ticketway HQ confirms that the Organiser has repaid the Guest; the Organiser shall give Ticketway evidence of the repayment within 7 days of its request, failing which the Commission on that Ticket is payable again. When a Ticket is refunded, the Commission and GST on it are refunded in the same proportion as the Ticket Price, except where clause 17.8 applies or Ticketway charges the cancellation charge in paragraph 3.1 of Schedule 1.

10.4 Ticketway refunds. Ticketway may refund any Guest on the Organiser's behalf, without the Organiser's further consent, where:

• (a) the Occurrence is cancelled, does not take place, or does not take place as listed;
• (b) there is a material change under clause 11.4;
• (c) a Guest with a valid Ticket is refused admission or does not receive what the Ticket includes, other than for the Guest's breach of the Listing's published rules or Applicable Law;
• (d) the Organiser fails to resolve a Guest complaint within the time in clause 5.5 and Ticketway considers that the Guest is entitled to a refund;
• (e) a Chargeback, consumer complaint, court or consumer commission order, or regulator's direction is received;
• (f) Ticketway suspends the Account under clause 24; or
• (g) the conditions in clause 4.2 are not met within the time in clause 4.3.

10.5 Cost of refunds. The Organiser bears the cost of every refund of its Tickets, including refunds made after Settlement, which become payable under the Settlement Terms.

10.6 Statutory rights. The Organiser shall not refuse a refund where a Listing is deficient, not as described, or not provided, whatever its own terms say.

11. Cancellation, change and force majeure

11.1 Cancellation by the Organiser. The Organiser may cancel an Occurrence, slot, day or hours from Ticketway HQ, stating a reason that Guests will see. All affected Tickets are then refunded under clause 10.1(a). Slots and hours that have started cannot be cancelled, save that hours of a booking not yet started may be cancelled when a facility closes.

11.2 Cancellation charge. Where an Occurrence is cancelled, or does not take place as listed, for any reason other than an event of force majeure under clause 11.5, Ticketway may charge the Organiser the cancellation charge in paragraph 3.1 of Schedule 1.

11.3 Date change. A change of the date or time of a published Occurrence is a request to Ticketway. It may only move the Occurrence later and may only be made before it starts; all times move by the same amount. Sales stop while Ticketway decides. Ticketway may approve or refuse the request at its discretion. If approved, every Ticket is valid on the new date, Online Sale Guests may refund under clause 10.1(c), and the Organiser shall refund every Offline Sale Guest who asks within the same period.

11.4 Material change. The Organiser shall notify Ticketway and Guests through Ticketway HQ immediately of any material change, including a change of a named headline performer, the venue, the duration or what a Ticket includes. Ticketway may treat a material change as a cancellation of the affected Tickets.

11.5 Force majeure. Neither party is liable for failure to perform an obligation (other than an obligation to pay money or to refund Guests) to the extent caused by an event beyond its reasonable control, including natural disaster, epidemic, war, terrorism, riot, a general order of a government authority that is not directed at the Organiser, its Listing or its venue, or failure of public utilities. An event of force majeure affecting an Occurrence does not relieve the Organiser of its obligation to refund Guests, which remains with the Organiser in every case, but no cancellation charge is payable for an Occurrence cancelled because of it. Weather, illness of performers, low sales, withdrawal of a sponsor, refusal or withdrawal of a licence or permission, or a dispute with a venue, performer or supplier is not an event of force majeure.

12. Chargebacks

12.1 The Organiser is liable for every Chargeback on its sales, whenever it arises, including after Settlement and after termination, together with any fee charged by the Payment Partner or a bank.

12.2 The Organiser shall provide, within 3 Business Days of Ticketway's request, all evidence Ticketway requests to contest a Chargeback. Ticketway decides whether and how to contest a Chargeback. Ticketway's scan records may be submitted as evidence.

13. Security

13.1 Hold days. Ticketway may apply hold days to the Account under paragraph 4.2 of Schedule 1.

13.2 Reserve. Ticketway may withhold a Reserve from any Settlement under paragraph 4.3 of Schedule 1 and apply it towards refunds, Chargebacks, Charges and any other amount the Organiser owes.

13.3 Security deposit. Ticketway may, by notice in writing, require the Organiser to pay a security deposit of a reasonable amount stated in the notice, having regard to its expected sales and its exposure to refunds and Chargebacks, before a Listing is published or sales continue. The deposit is held without interest as security for the Organiser's performance of this Agreement, may be applied towards any amount the Organiser owes, shall be topped up by the Organiser within 7 days of any application, and is returned within 30 days after this Agreement ends, less any amount applied.

13.4 Personal Guarantee. Ticketway may, by notice in writing, require one or more of the Organiser's proprietor, partners, directors or controlling shareholders to execute a Personal Guarantee in the form Ticketway provides, by Aadhaar-based eSign or another electronic signature valid under the Information Technology Act, 2000.

13.5 Consequence. Until any security required under clauses 13.3 or 13.4 is provided, Ticketway may decline to publish Listings, pause sales and withhold Settlement.

14. Set-off, recovery and interest

14.1 Set-off. Ticketway may set off any amount the Organiser owes to Ticketway (including Fees, Charges, GST, refunds, Chargebacks, overpayments, amounts paid to Guests on the Organiser's behalf, amounts due under the indemnity, and taxes Ticketway is required to deduct or collect) against any amount Ticketway owes the Organiser, on any Listing, at any time, without notice.

14.2 Payment on demand. The Organiser shall pay any Negative Balance, and any other amount it owes Ticketway that is not set off, within 7 days of Ticketway's demand, to the account Ticketway specifies.

14.3 Interest. Any amount not paid when due carries interest at 18% per annum, calculated daily, from the due date until the date of payment in full.

14.4 Recovery costs. The Organiser shall pay all costs Ticketway reasonably incurs in recovering any amount due, including legal fees and the costs of enforcing any security.

14.5 Appropriation. Ticketway may apply any amount received from or on behalf of the Organiser first to costs, then to interest, then to Charges and GST, and then to principal.

14.6 Related Accounts. Where another Account belongs to a Related Person of the Organiser, Ticketway may set off any amount owed to Ticketway on either Account against any amount payable on the other. Each Organiser that accepts this Agreement agrees to this for its own Account.

15. Taxes

15.1 Organiser's taxes. The Organiser is solely responsible for determining, charging within the Ticket Price, paying and reporting GST and every other tax, duty, cess and levy on its supplies, and for issuing every tax invoice or bill of supply that Applicable Law requires it to issue to Guests.

15.2 GST status. The Organiser shall state in Ticketway HQ whether it is registered for GST. A registered Organiser shall provide its GSTIN and the State of registration. An Organiser that is not registered shall sign the GST non-registration declaration in the Organiser Declarations and shall notify Ticketway within 7 days if it becomes liable to register or registers.

15.3 TCS. Ticketway shall collect tax at source under section 52 of the Central Goods and Services Tax Act, 2017 and the corresponding provisions of the State, Union Territory and Integrated GST Acts, at 0.5% (0.25% CGST and 0.25% SGST or UTGST for intra-State supplies, or 0.5% IGST for inter-State supplies), or such other rate as is notified, on the net value of taxable supplies made through the Ticketway Platform by a GST-registered Organiser for which Ticketway collects the consideration. TCS is deducted from Settlement, deposited and reported in Ticketway's statement under section 52, and made available to the Organiser in its electronic cash ledger as Applicable Law provides. Offline Sales are excluded.

15.4 TDS. Ticketway shall deduct income tax at source as an e-commerce operator under section 393(1) of the Income-tax Act, 2025, at the time the Act requires (on credit of the amount to the Organiser in Ticketway's books or on payment, whichever is earlier), at 0.1% of the gross amount of the Organiser's sales facilitated through the Ticketway Platform, including Offline Sales recorded in Ticketway HQ, which the Act deems paid through Ticketway, or at the higher rate the Act prescribes where the Organiser has not furnished a valid and operative PAN, or at such other rate as is notified. No deduction is made where the Organiser is an individual or Hindu undivided family that has furnished its PAN or Aadhaar and whose gross sales through the Ticketway Platform in the financial year do not exceed ₹5,00,000. TDS is deducted from Settlement, deposited, reported, and evidenced by the certificate the Act prescribes.

15.5 No withholding on Fees. The Organiser shall not deduct tax from any Fee without first notifying Ticketway in writing of the provision under which it considers deduction is required. Any amount deducted is credited to the Organiser only once it appears against Ticketway's PAN in the records of the income-tax department and the Organiser has provided the certificate.

15.6 Ticketway's invoices. Ticketway shall issue tax invoices and credit notes for the Fees in accordance with the Settlement Terms.

15.7 Tax indemnity. If any authority demands any tax, interest or penalty from Ticketway, including under section 9(5) of the Central Goods and Services Tax Act, 2017, as a result of any inaccuracy in the Organiser's information or declarations, or any failure by the Organiser to comply with tax law, the Organiser shall pay Ticketway that amount on demand.

16. KYC and verification

16.1 The Organiser shall provide the information and documents listed in Schedule 5, and any further information Ticketway or the Payment Partner reasonably requests, within 7 days of the request.

16.2 The Organiser authorises Ticketway and the Payment Partner to verify that information with the issuing authorities, banks, identity verification providers and public registries, including by crediting ₹1 to the Settlement Account, and to share it with the Payment Partner and with any authority as Applicable Law requires.

16.3 Ticketway may decline, withhold or suspend Settlement and suspend the Account until verification is complete and successful, and indefinitely if any information is found to be false or misleading.

17. Organiser's warranties and undertakings

17.1 Standing. The Organiser represents and warrants on the Effective Date, and on each day a Listing is published, that: (a) it is duly constituted and validly existing under Applicable Law; (b) it has full power and authority to enter into and perform this Agreement; (c) this Agreement constitutes its legal, valid and binding obligation; and (d) entering into and performing this Agreement does not breach any other agreement, order or Applicable Law.

17.2 Permissions. The Organiser shall obtain, before sales open where Applicable Law so requires and in every case before the Occurrence, and shall maintain in force, every licence, permission, registration, consent and no-objection certificate required for the Listing, including as applicable:

• (a) police licences and permissions for a public performance or place of public amusement, and traffic permissions;
• (b) municipal, fire, structural and electrical permissions and certificates, and the venue owner's written consent;
• (c) licences to perform or communicate musical, literary and dramatic works and sound recordings, from the owners of the rights or their authorised licensors, and the consents of performers;
• (d) excise licences for any sale or service of liquor, including occasional and temporary licences;
• (e) food safety registration or licence for any food or beverage served;
• (f) permissions for amplified sound within the limits and hours under the Noise Pollution (Regulation and Control) Rules, 2000 and any local order;
• (g) registrations and permissions for adventure, water, motor and sports activities, vessels and equipment; and
• (h) every other permission required by any authority, the venue or Applicable Law.

The Organiser shall provide a copy of any of them within 2 Business Days of Ticketway's request.

17.3 Event-day standards. The Organiser shall comply with Schedule 6.

17.4 Safety. The Organiser shall plan and conduct every Occurrence safely and in accordance with Applicable Law and good industry practice, including the National Disaster Management Authority's guidelines on managing crowds at events and venues of mass gathering where relevant.

17.5 Age and restricted goods. The Organiser shall set a lawful age rule for every Listing, enforce it at entry by checking proof of age, and shall not sell, serve or permit the supply of liquor or tobacco to any person below the legal age.

17.6 Insurance. The Organiser shall maintain public liability insurance with a reputable insurer, for an amount not less than that required by the venue, any licence or Applicable Law, for every Occurrence expected to admit more than 1,000 persons and for every activity involving adventure, water, motor or combat sports, and any other insurance required by the venue, a licence or Applicable Law. The Organiser shall provide the policy within 2 Business Days of Ticketway's request.

17.7 Team. The Organiser is the employer or principal of every Team member and every person it engages for a Listing, and shall comply with the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, the Occupational Safety, Health and Working Conditions Code, 2020 and all other Applicable Law in respect of them.

17.8 Fair dealing. The Organiser shall not: (a) make any false or misleading statement about a Listing; (b) use false urgency, fictitious reference prices, fake reviews or other practices prohibited by the Central Consumer Protection Authority's guidelines on dark patterns; (c) charge Guests any amount at the venue for anything a Ticket states it includes; (d) refuse admission to, or discriminate against, any Guest on any ground prohibited by Applicable Law; (e) buy, or have a Related Person or anyone else buy, Tickets for its own Listing to create demand, or record any sale, refund or admission that did not genuinely take place; or (f) pass through the Ticketway Platform any payment that is not a genuine payment by a Guest for a Ticket. Where Tickets bought in breach of paragraph (e) are refunded, the Organiser shall pay Ticketway the Commission on them and every amount Ticketway refunded for them beyond the Ticket Price.

17.9 Integrity. The Organiser represents and undertakes that: (a) it has not given or received, and will not give or receive, any bribe or improper payment in connection with this Agreement; (b) neither it nor any of its owners, partners, directors or beneficial owners is designated or listed under section 51A of the Unlawful Activities (Prevention) Act, 1967, any United Nations Security Council sanctions list, or any similar restriction under Applicable Law; and (c) no amount paid to it through the Ticketway Platform is the proceeds of crime.

17.10 Non-circumvention. During the term of this Agreement, the Organiser shall not use Guest Data, or any other information obtained through the Ticketway Platform, to sell Tickets for a Listing published on Ticketway through any other channel.

17.11 Continuing. Each warranty and undertaking in this clause is repeated on each day this Agreement is in force.

18. Data protection

18.1 Each party shall comply with Schedule 4 and Applicable Law in relation to personal data processed in connection with this Agreement.

19. Intellectual property and marketing

19.1 Ticketway's marks. The names Ticketway and Ticketway HQ, the "t that turns" logo and every other trademark of Ticketway, and all rights in the Ticketway Platform, its software, designs, content and Records, belong to Ticketway Entertainment Private Limited. The Organiser receives no right in them other than a non-exclusive, revocable licence to state that its Tickets are available on Ticketway and to display Ticketway's logo, in the form Ticketway provides, for that purpose during the term of this Agreement. The Organiser shall not use, register or apply to register any name, trademark, domain name or social media handle identical or confusingly similar to any of them.

19.2 Organiser's content. The Organiser retains ownership of its names, logos, flyers and other content. The Organiser grants Ticketway and its affiliates a royalty-free, non-exclusive, worldwide, sub-licensable licence to use, reproduce, adapt (including by cropping, resizing and translating), publish and communicate that content for the purpose of operating, listing, selling and promoting the Listing and the Ticketway Platform, in any medium, during the term of this Agreement and for 2 years after the last Occurrence of the Listing, and in Ticketway's archive of past Listings indefinitely. The names and likenesses of the performers and venues named in a Listing are used only to list, sell and promote that Listing and in that archive.

19.3 Rights warranty. The Organiser warrants that it has every right, licence and consent needed to grant the licence in clause 19.2, including from performers, photographers and designers, and that Ticketway's use under that licence will not infringe any person's rights.

19.4 Ticketway promotion. Ticketway may promote any Listing through the Ticketway Platform, messages to Guests who have agreed to receive them, social media and advertising, at Ticketway's cost and discretion.

19.5 Ranking. Ticketway orders Listings for Guests as its Terms of Use describe: by city, kind, category and date, and by when each Listing takes place or next has a time free. The Organiser's Plan and Commission rate are not ranking parameters. Ticketway does not accept payment for placement; any paid placement it offers will be labelled for Guests.

20. Records, audit and inspection

20.1 Records. Ticketway's Records are conclusive evidence of the matters they record, save for manifest error or fraud. The Organiser agrees that the Records may be produced in any proceedings with the certificate required by section 63 of the Bharatiya Sakshya Adhiniyam, 2023.

20.2 Organiser's records. The Organiser shall keep complete and accurate records of every Listing, including licences, contracts with venues and performers, Offline Sales and refunds, for 8 years after the end of the financial year of the Occurrence.

20.3 Audit and inspection. On 2 Business Days' notice, or without notice where Ticketway reasonably suspects a breach or a risk to Guests, Ticketway or its appointed representative may inspect the Organiser's licences, permissions, insurance and records relating to a Listing, and may attend any Occurrence. The Organiser shall give Ticketway's representatives free admission (up to two persons per Occurrence) and full co-operation.

20.4 Investigations. The Organiser shall co-operate fully and promptly with any investigation by Ticketway, the Payment Partner or any authority relating to the Account, a Listing or a Guest complaint.

21. Confidentiality

21.1 Each party shall keep confidential all non-public information of the other party obtained under this Agreement, including the Commercial Terms, statements, Guest Data and business information, and shall use it only for the purposes of this Agreement.

21.2 Clause 21.1 does not apply to information that is or becomes public other than through breach, or is required to be disclosed by Applicable Law, a court, a regulator or the Payment Partner, or is disclosed to a party's professional advisers, auditors, financiers or prospective acquirers under a duty of confidence.

22. Indemnity

22.1 The Organiser shall indemnify, defend and hold harmless Ticketway, its affiliates, and their respective directors, officers, employees and agents (each an "Indemnified Party") against all Losses arising out of or in connection with the following, except to the extent a Loss is caused by the fraud, wilful misconduct or gross negligence of an Indemnified Party, or by Ticketway issuing more Tickets than the Organiser set:

• (a) any Listing or Occurrence, including any death, personal injury, illness, loss of or damage to property, crowd incident, food, liquor, refusal of admission, and the acts or omissions of any person present;
• (b) any breach by the Organiser of this Agreement or Applicable Law, or any warranty or declaration of the Organiser being untrue;
• (c) any claim that the Organiser's content, any performance, or any Listing infringes the rights of any person;
• (d) any tax, interest or penalty arising from the Organiser's supplies, information or declarations;
• (e) the processing of Guest Data by the Organiser or any person to whom it discloses Guest Data;
• (f) any act or omission of the Team or of the Organiser's venues, performers, suppliers or contractors; and
• (g) any claim by a Guest, authority, Payment Partner or bank in relation to a Listing, including refunds, Chargebacks, compensation awarded by a consumer commission, and penalties imposed on Ticketway under consumer protection law by reason of the Organiser's content or conduct.

22.2 An Indemnified Party may claim under this clause before it has discharged the Loss. Ticketway shall notify the Organiser of a third-party claim within a reasonable time and may conduct its defence. The Organiser shall not settle any claim against an Indemnified Party without Ticketway's prior written consent.

22.3 Each Indemnified Party other than Ticketway may enforce this clause, and Ticketway may enforce it on their behalf.

23. Limitation of liability

23.1 Platform as is. The Ticketway Platform is provided on an "as is" and "as available" basis. Ticketway gives no warranty that it will be uninterrupted or error-free, or that any number of Tickets will be sold, and all warranties not expressly stated in this Agreement are excluded to the extent permitted by Applicable Law.

23.2 Excluded losses. Ticketway is not liable to the Organiser for: (a) anything occurring at or in connection with an Occurrence; (b) any loss of profit, revenue, business, goodwill, opportunity or data, or any indirect, special or consequential loss; or (c) any act or omission of a Guest, the Team, the Payment Partner, any bank, telecommunications or messaging provider, or any other third party.

23.3 Cap. Ticketway's total aggregate liability to the Organiser arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Commission, excluding GST, received by Ticketway on the Organiser's sales in the 3 months immediately before the event giving rise to the claim.

23.4 Exceptions. Clauses 23.2 and 23.3 do not limit Ticketway's obligation to instruct the Payment Partner to settle the Payable Balance under the Settlement Terms, or Ticketway's liability for its fraud or wilful misconduct. If the Payment Partner or a bank fails to pay an amount Ticketway has instructed it to settle, Ticketway shall, at the Organiser's request, assign to the Organiser its rights against them for that amount and help the Organiser to recover it.

24. Suspension

24.1 Ticketway may, with immediate effect and with or without notice, suspend the Account or any Listing, pause sales, withhold Settlement, restrict any Team member's access, or require security under clause 13, if:

• (a) the Organiser breaches, or Ticketway reasonably suspects that it has breached, this Agreement or Applicable Law;
• (b) refund requests, complaints or Chargebacks on the Organiser's Listings exceed the levels Ticketway considers normal for comparable listings;
• (c) any licence or permission for a Listing is refused, suspended, withdrawn or in doubt;
• (d) there is a credible risk to the safety of Guests or to Guests' money;
• (e) any verification under clause 16 fails, lapses or is found to be based on false information, or the Settlement Account changes;
• (f) any government authority, court, regulator, Payment Partner or bank so requests or Applicable Law so requires;
• (g) the Organiser has an unpaid Negative Balance after demand;
• (h) any event in clause 25.3(c) to (e) occurs; or
• (i) Ticketway reasonably considers that continuing would harm the reputation of Ticketway.

24.2 Ticketway shall state the reason and the steps required in Ticketway HQ unless prohibited by Applicable Law or unless doing so would prejudice an investigation, and shall lift the suspension when the reason has ceased.

24.3 During suspension, Ticketway may refund Guests under clause 10.4 and retain amounts under the Settlement Terms for as long as reasonably required to cover refunds, Chargebacks and amounts the Organiser owes.

25. Term and termination

25.1 Term. This Agreement commences on the Effective Date and continues until terminated under this clause.

25.2 By the Organiser. The Organiser may terminate this Agreement by closing the Account in Ticketway HQ or by notice in writing, provided that it has no published Listing with sales and no Occurrence yet to take place, or has cancelled and refunded each of them.

25.3 By Ticketway. Ticketway may terminate this Agreement:

• (a) for convenience, on 30 days' notice in writing;
• (b) immediately by notice, if the Organiser commits a material breach of this Agreement that is incapable of remedy, or that it fails to remedy within 7 days of notice requiring remedy;
• (c) immediately by notice, if the Organiser becomes unable to pay its debts, enters into any arrangement with creditors, has a receiver, resolution professional or liquidator appointed, is the subject of an application under the Insolvency and Bankruptcy Code, 2016 that is admitted, or ceases or threatens to cease business;
• (d) immediately by notice, if the Organiser, being an individual, dies or becomes of unsound mind, or, being a firm, is dissolved;
• (e) immediately by notice, if there is a change of control of the Organiser (including a change in more than 50% of its ownership or of its partners) that Ticketway has not approved in writing; or
• (f) immediately by notice, in any circumstance in clause 24.1(c), (d) or (f).

25.4 Change of control. The Organiser shall notify Ticketway within 15 days of any change in its constitution, control or beneficial ownership.

26. Consequences of termination

26.1 On termination: (a) all Listings are removed from sale; (b) every Occurrence yet to take place is cancelled and refunded under clause 10, unless Ticketway agrees otherwise in writing, except that where Ticketway terminates under clause 25.3(a), Tickets already sold remain valid, this Agreement continues to apply to their Occurrences until they have been settled, and no cancellation charge is payable for any of them that Ticketway cancels; (c) all amounts the Organiser owes become immediately due; and (d) Ticketway shall settle the Payable Balance under the Settlement Terms after retaining, for up to 120 days after the last Occurrence, such amount as Ticketway reasonably considers necessary to cover refunds, Chargebacks and amounts the Organiser owes.

26.2 Termination does not affect rights and liabilities accrued before it. Clauses 2, 3.3, 3.4, 10, 12, 13, 14, 15, 18, 19.1, 20, 21, 22, 23, 26, 29, 30 and 31, the Settlement Terms and Schedule 4 survive termination, together with every other provision that by its nature is intended to survive.

27. Amendments

27.1 Ticketway may amend this Agreement, including its Schedules, by giving the Organiser at least 15 days' notice in writing, or less where an amendment is required by Applicable Law, a regulator or the Payment Partner, or is solely in the Organiser's favour.

27.2 An amendment does not affect orders placed before it takes effect. The Organiser's continued use of the Ticketway Platform after an amendment takes effect constitutes acceptance of it. If the Organiser does not accept an amendment that is neither required by Applicable Law, a regulator or the Payment Partner nor solely in its favour, it may terminate this Agreement by notice before the amendment takes effect, without the condition in clause 25.2. Its Listings with sales then continue under the version in force before the amendment until their Occurrences have been settled, and it may publish no further Listing. Ticketway may require the Organiser to accept an amended version in Ticketway HQ before publishing a further Listing or receiving a further Settlement.

27.3 Special Terms, and any waiver or variation by Ticketway, are effective only if in writing and signed or emailed by an authorised signatory of Ticketway.

28. Notices

28.1 Ticketway may give notice to the Organiser in Ticketway HQ, by email to the Owner's or the Organiser's email address, or by SMS or WhatsApp to the Owner's phone number. The Organiser shall give notice to Ticketway by email to legal@ticketway.in, with a copy by courier or registered post to Ticketway's registered office.

28.2 A notice given in Ticketway HQ, by email, SMS or WhatsApp is deemed received when sent if sent before 18:00 on a Business Day, and otherwise at 09:00 on the next Business Day. A notice sent by courier or registered post is deemed received on the third Business Day after dispatch.

29. Dispute resolution

29.1 Negotiation. A party may notify the other in writing of any dispute arising out of or in connection with this Agreement. Authorised representatives of both parties shall attempt in good faith to resolve it within 30 days of the notice.

29.2 Arbitration. Any dispute not resolved under clause 29.1, including any question about the existence, validity, interpretation, performance or termination of this Agreement, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, administered by the Mumbai Centre for International Arbitration in accordance with its arbitration rules in force at the time of the reference. The tribunal shall consist of a sole arbitrator appointed in accordance with those rules. The seat and venue of arbitration shall be Mumbai. The language of the arbitration shall be English. Where the aggregate amount claimed by all parties does not exceed ₹25,00,000, the arbitration shall be conducted under the fast track procedure in section 29B of the Arbitration and Conciliation Act, 1996. The award shall be final and binding on the parties.

29.3 Courts. Subject to clause 29.2, the courts at Mumbai, Maharashtra shall have exclusive jurisdiction, including for interim measures under section 9 of the Arbitration and Conciliation Act, 1996, which either party may seek.

29.4 Continuing performance. Pending resolution of any dispute, the parties shall continue to perform this Agreement, and Ticketway may continue to exercise its rights under clauses 10.4, 13, 14 and 24.

30. Governing law

30.1 This Agreement and any non-contractual obligation arising out of or in connection with it are governed by the laws of India.

31. General

31.1 Electronic execution. This Agreement is executed by electronic means. Each party agrees that its acceptance through Ticketway HQ, recorded as described in the Organiser Declarations, constitutes its valid and binding acceptance, and waives any objection to its validity or enforceability on the ground that it was formed or accepted electronically.

31.2 Stamp duty. The Organiser shall bear any stamp duty and penalty payable on this Agreement or any document executed under it. Ticketway may pay it on the Organiser's behalf and recover it under clause 14.

31.3 Assignment. Ticketway may assign or novate this Agreement, or any right or obligation under it, to an affiliate or to any person acquiring all or part of Ticketway's business that agrees to perform Ticketway's obligations under it, by notice to the Organiser. The Organiser shall not assign, novate, subcontract or otherwise transfer this Agreement or any right or obligation under it without Ticketway's prior written consent.

31.4 Relationship. Except for the limited agency in clause 3.3, nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship between the parties.

31.5 Non-exclusivity. Subject to clauses 7.2 and 7.3, nothing in this Agreement restricts the Organiser from selling tickets through other channels, and nothing restricts Ticketway from offering the Ticketway Platform to other organisers.

31.6 Entire agreement. This Agreement, with the Settlement Terms, its Schedules, the Organiser Declarations, any Personal Guarantee and any Special Terms, is the entire agreement between the parties about its subject matter and supersedes all prior understandings about it. The Organiser acknowledges that it has not relied on any statement not set out in it.

31.7 Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force.

31.8 Waiver. No failure or delay by Ticketway in exercising any right operates as a waiver of it, and no single or partial exercise of any right precludes any further exercise of it.

31.9 Remedies cumulative. Ticketway's rights under this Agreement are in addition to its rights under Applicable Law.

31.10 Further assurance. The Organiser shall execute such documents and do such things as Ticketway reasonably requires to give full effect to this Agreement.

31.11 Language. This Agreement is made in English. Any translation is for convenience only, and the English text prevails.

Schedule 1: Commercial Terms

The values below apply unless Ticketway HQ shows a different value for the Account or a Listing, or Special Terms provide otherwise.

1. Plan and Commission

2. Refund of the Commission

2.1 When a Ticket is refunded, the Commission and the GST on it are refunded in proportion to the Ticket Price refunded.

3. Charges

Ticketway may charge the Organiser each of the following, and shows it on the Organiser's statement when it does.

GST is added to each Charge where applicable. Where a slot, a day or hours of an activity or facility are called off because weather or water conditions make them unsafe, the cancellation charge is limited to the Payment Partner's charges.

4. Settlement

5. Other terms

Schedule 2: Settlement Terms

1. Flow of funds

1.1 Online Sales. Online Sale proceeds are collected by the Payment Partner into the Escrow Account. On Ticketway's instruction, the Payment Partner pays from the Escrow Account: (a) the Organiser's share to the Settlement Account; (b) the Commission, the Charges, GST on them and every other amount due to Ticketway, to Ticketway; (c) refunds to Guests' original payment instruments; and (d) any other amount the Organiser Agreement permits. Online Sale proceeds do not pass through Ticketway's own bank account.

1.2 Offline Sales. The Organiser collects Offline Sale proceeds directly. The Commission and GST on Offline Sales are deducted from the Payable Balance.

1.3 Ledger. Every sale, Fee, Charge, refund, Chargeback, deduction and Settlement is recorded in Ticketway's ledger as entries that balance to zero. Entries are never altered or deleted; a correction is made by a further entry. Every amount on the Organiser's statements is calculated from those entries.

2. Payable Balance

2.1 Calculation. The Payable Balance at any time equals:

• (a) the Ticket Prices of the Organiser's Online Sales;
• (b) less the Commission and GST on it, on Online Sales and Offline Sales;
• (c) less refunds of the Organiser's Tickets, net of the Commission and GST refunded with them;
• (d) less Chargebacks and the Charges;
• (e) less TDS and TCS deducted under clause 15 of the Organiser Agreement;
• (f) less any other amount the Organiser owes Ticketway; and
• (g) less Settlements already made.

2.2 Commission per order. The Commission on each order is calculated at the rate in force when the order was placed.

2.3 Per Listing. Every ledger entry identifies its Listing, and each Listing has its own statement.

2.4 Settlement amount. The amount settled for an Occurrence is the amount payable for it, but never more than the Payable Balance across all of the Organiser's Listings at the time of Settlement. Amounts owed on one Listing, including Fees on Offline Sales and refunds after an earlier Settlement, reduce the Settlement of any other.

3. Conditions of Settlement

3.1 No Settlement is due until the conditions in clause 4.2 of the Organiser Agreement are met. Amounts that become payable before then remain in the Escrow Account under clause 4.3 of the Organiser Agreement, without interest.

4. Settlement Account

4.1 Own account only. Ticketway shall settle only to a Settlement Account that is a current or savings account with a bank in India, held in the Organiser's legal name or, for an individual or sole proprietorship, the individual's name.

4.2 Owner only, with one-time code. The Settlement Account may be added or changed only by the Owner in Ticketway HQ, using a one-time code sent to the Owner's registered phone number.

4.3 Verification before first Settlement. No Settlement is made to a Settlement Account until Ticketway has verified that the account exists and is held by the Organiser, by a credit of ₹1 and comparison of the name returned by the bank, by examination of the documents in Schedule 5, or both.

4.4 48-hour pause. No Settlement is made to a Settlement Account within 48 hours after it is added or changed, or until it has been verified under clause 4.3, whichever is later. Ticketway shall notify the Owner of every addition or change.

4.5 Incorrect details. The Organiser bears any loss arising from incorrect Settlement Account details given in Ticketway HQ. Ticketway is not obliged to make a further Settlement until a misdirected amount has been returned to the Escrow Account.

4.6 No payment to others. Ticketway shall not pay any amount payable to the Organiser to any other person, including a venue, performer, co-organiser or creditor of the Organiser, except under an order of a court or authority or as Applicable Law requires.

5. Timing of Settlement

5.1 Events. Ticketway shall instruct Settlement of the amount payable for an event Occurrence after 24 hours and within 48 hours after its Event End Time, plus any hold days applicable under paragraph 4.2 of Schedule 1. Refund requests that Guests make before then are decided before Settlement.

5.2 Activities and bookings by the hour. At 00:00 on each Monday, the amounts payable for slots that ended (and, for bookings by the hour, bookings whose last hour ended) before that time become due, and Ticketway shall instruct their Settlement within 48 hours, plus any hold days. Amounts for slots and hours not yet ended become due on a later Monday.

5.3 Bank processing. Where a time in clause 5.1 or 5.2 ends on a day that is not a Business Day, the instruction is given on the next Business Day. Credit to the Settlement Account follows the processing times of the Payment Partner and the banks.

5.4 Reference. Each Settlement is recorded in Ticketway HQ with the bank's transaction reference (UTR).

5.5 Delay. If Ticketway does not instruct a Settlement within the time in this clause, and no hold, Reserve or other right of retention applies, the Organiser shall notify Ticketway in Ticketway HQ and Ticketway shall instruct the Settlement within 1 Business Day of the notice. This is the Organiser's sole remedy for delay. Ticketway is not liable for delay caused by the Payment Partner, a bank or any event beyond its reasonable control.

6. Holds and Reserve

6.1 Hold days. Hold days are applied under paragraph 4.2 of Schedule 1. They postpone the times in clause 5. Ticketway shows the hold days applicable to the Account in Ticketway HQ.

6.2 Withholding. Ticketway may withhold all or part of any Settlement while any of the following continues, and for up to 120 days after the Event End Time of the relevant Occurrence:

• (a) a circumstance in clause 24.1 of the Organiser Agreement;
• (b) an Occurrence has been cancelled, materially changed, or has not taken place as listed, or Guests have complained that it did not;
• (c) a date change request is awaiting Ticketway's decision;
• (d) the conditions in clause 3 are not met, or verification must be repeated;
• (e) an order, request or requirement of a government authority, court, tax authority, regulator, bank or the Payment Partner applies;
• (f) a dispute exists as to who is entitled to the amount, including between partners, co-organisers, co-promoters, venues, performers or successors;
• (g) the Organiser owes Ticketway any amount; or
• (h) fewer than 20% of the Tickets sold for an Occurrence were admitted, until Ticketway is satisfied that it took place as listed.

Where an order, request or requirement under paragraph (e) or a dispute under paragraph (f) continues beyond 120 days, Ticketway may withhold the amount until it ends.

6.3 Reserve. A Reserve is withheld under paragraph 4.3 of Schedule 1, applied towards refunds, Chargebacks, Charges and any other amount the Organiser owes, and the balance is released in the first Settlement after the Reserve period ends.

6.4 Notice. Ticketway shall show in Ticketway HQ each amount withheld and the reason, unless prohibited by Applicable Law or unless doing so would prejudice an investigation.

6.5 No interest. No interest is payable on any amount withheld.

7. Refunds and Chargebacks after Settlement

7.1 Refunds made after an Occurrence has been settled (including refunds made by Ticketway under clause 10.4 of the Organiser Agreement) and Chargebacks received after Settlement are deducted from the Payable Balance.

8. Negative Balance

8.1 Set-off. A Negative Balance is set off against every subsequent amount payable to the Organiser, on any Listing, before any Settlement is made.

8.2 Payment. The Organiser shall pay a Negative Balance within 7 days of Ticketway's demand. Interest accrues under clause 14.3 of the Organiser Agreement from the end of that period.

8.3 Consequences. While a Negative Balance remains unpaid after demand, Ticketway may suspend the Account, pause sales, disable Offline Sales, apply any security deposit, call on any Personal Guarantee, and recover the amount by legal proceedings.

8.4 Offline limit. Ticketway may set in Ticketway HQ a limit on the Commission on Offline Sales that may be owed on the Account without an Online Sale balance to cover it, and may pause Offline Sales when it is reached until the Payable Balance covers it or the Organiser pays.

9. Errors

9.1 Overpayment. The Organiser shall repay any amount settled in excess of what was due, or settled in error, within 7 days of Ticketway's demand, failing which Ticketway may set it off and recover it under clause 14 of the Organiser Agreement.

9.2 Underpayment. Where the Organiser notifies an underpayment and Ticketway confirms it, Ticketway shall include the shortfall in the next Settlement.

10. Statements

10.1 Content. Ticketway HQ shows the Owner, and managers with money access, a statement for each Listing and for the Account, showing: Online and Offline Sales at Ticket Prices; the Commission and GST on it; refunds; Chargebacks and Charges; TDS and TCS; amounts withheld; each Settlement with its UTR; and amounts not yet due.

10.2 Objections. The Organiser shall notify Ticketway in Ticketway HQ of any objection to a statement within 30 days after the relevant Settlement, stating the entries objected to and the reasons. A statement to which no objection is notified within that period is presumed correct, save for manifest error or fraud.

10.3 Evidence. Clause 20.1 of the Organiser Agreement applies to statements.

11. Taxes deducted and collected

11.1 TDS. Ticketway shall deduct TDS under clause 15.4 of the Organiser Agreement at the time the Act requires, from the Payable Balance, deposit it with the Central Government within the time prescribed, file the statements prescribed, and issue the Organiser the certificate prescribed within the time prescribed after each quarter.

11.2 TCS. Ticketway shall collect TCS under clause 15.3 of the Organiser Agreement from each Settlement, deposit it within the time prescribed, and report it in its monthly statement under section 52 of the Central Goods and Services Tax Act, 2017, so that it is available to the Organiser to accept in its GST records.

11.3 Statements. Each statement shows the TDS and TCS deducted.

12. Invoices and credit notes

12.1 Commission and Charges. Ticketway shall issue the Organiser a tax invoice for the Commission and the Charges each month, within the time prescribed by the Central Goods and Services Tax Rules, 2017, in the Organiser's legal name, with its GSTIN where registered, stating the place of supply.

12.2 Credit notes. Where any Commission or Charge invoiced is refunded, Ticketway shall issue a credit note within the time prescribed.

12.3 Errors. The Organiser shall notify Ticketway of any error in an invoice within 30 days of its date.

12.4 Ticket invoices. The Organiser is responsible for any invoice or bill of supply required for its Tickets.

13. Termination

13.1 After the Organiser Agreement ends, Ticketway shall settle the Payable Balance under clause 26.1 of the Organiser Agreement, or demand payment of any Negative Balance.

13.2 If a Settlement cannot be made because the Settlement Account is closed or invalid and the Organiser does not provide a valid one within 30 days of Ticketway's request, Ticketway shall continue to hold the amount for the Organiser, without interest, until a valid account is provided, subject to Applicable Law.

Schedule 3: Listing Standards and Prohibited Listings

1. Required content. Every Listing shall state accurately and completely:

• (a) its name, category and a 4:5 flyer or photo;
• (b) for events, the date, gates time, start time and end time; for activities, the days, start times and duration; for bookings by the hour, the units, opening hours and the shortest and longest booking;
• (c) the venue or meeting point, with full address and city;
• (d) a lawful age rule (all ages, 18+, 21+, or a range) that is at least as strict as Applicable Law and the Organiser's licences require;
• (e) for each ticket type: what it includes, the number of people it admits, any bar cover, its quantity, any per-person limit, and when it stops selling if it does so before the start;
• (f) the door rules that apply (proof of age or identity, re-entry, bags, outside food, right to refuse entry) and any further terms of the Organiser, not exceeding 2,000 characters; and
• (g) for a lineup, only performers who have agreed to appear, whose written confirmation the Organiser shall give Ticketway within 2 Business Days of its request.

2. Prices. Ticket Prices are inclusive of the Organiser's GST and every other amount the Organiser charges for the Ticket. A reference or reduced price may be shown only as Ticketway HQ generates it, against a dearer ticket type for the same number of people that remains on sale until the start. The Organiser shall not state any other former, reference or "was" price.

3. Urgency and availability. Availability indicators ("Only N left", "Selling fast", "Sold out") are generated by Ticketway from actual stock. The Organiser shall not mark a ticket type sold out while selling the same capacity elsewhere, and shall not include any statement of scarcity or urgency in a Listing that is not true when made.

4. Content. The Organiser shall hold every right in the images, names, logos and text in a Listing. A Listing shall not use the name, logo or likeness of any person, brand, festival or venue without authority, or in a way likely to mislead.

5. Organiser's own terms. The Organiser's own terms shall be lawful and fair, and shall not exclude or limit any right of a Guest under clause 10, Ticketway's terms for Guests or Applicable Law, require any payment not stated in the Listing, or permit discrimination prohibited by Applicable Law.

6. Review. Ticketway reviews every Listing before publication, save that a Listing of an Organiser designated as trusted may be published without prior review and remains subject to review afterwards. A change to the name, flyer, genres, lineup, age rule, venue, terms, or a ticket type's name or description, of a published Listing is reviewed again while sales continue.

7. Prohibited Listings. The Organiser shall not submit, and Ticketway shall refuse or remove, any Listing that is or involves:

• (a) anything unlawful where it takes place, or anything requiring a licence or permission the Organiser does not hold;
• (b) gambling, betting, wagering or lotteries, or the promotion of online money games, except as specifically permitted by Applicable Law;
• (c) the supply or use of narcotic drugs or psychotropic substances, or their promotion;
• (d) the supply of liquor or tobacco to persons below the legal age, or advertising of liquor or tobacco, including surrogate advertising, prohibited by Applicable Law;
• (e) fireworks, pyrotechnics, explosives or weapons without every licence required;
• (f) any screening, broadcast or performance of a film, match or work without the rights holder's licence;
• (g) any event at a protected monument, eco-sensitive zone or restricted area without the required permission;
• (h) any activity presenting a risk of serious injury without qualified instructors, certified equipment, a safety briefing and every permission required;
• (i) cruelty to animals, or performing animals without registration;
• (j) any child performing or working other than as Applicable Law permits;
• (k) any content or performance that promotes enmity, hatred or violence between groups on grounds of religion, race, caste, community, place of birth, language, sex, sexual orientation or disability, or that outrages religious feelings;
• (l) obscene performances, strip shows, escort or sexual services, or adult entertainment;
• (m) admission policies that discriminate on grounds prohibited by Applicable Law, save for lawful age rules and lawful single-sex sessions;
• (n) any event the Organiser is not authorised to sell, or the resale of tickets issued by another person;
• (o) any pyramid, chain or money circulation scheme, or any solicitation of deposits or investments;
• (p) any securities, trading or investment advice by a person not registered with the Securities and Exchange Board of India, or any promise of investment returns;
• (q) any claim to cure or treat any disease, or advertisement of remedies, prohibited by Applicable Law;
• (r) any fundraising that does not identify the recipient of the funds, or that requires a registration the Organiser does not hold;
• (s) any political rally, election campaign event or event of a political party;
• (t) accommodation for lodging or stay, or the transport of passengers by motor vehicle, on which Ticketway would itself be liable to pay GST; or
• (u) anything else Ticketway, acting consistently, determines to be unsuitable for the Ticketway Platform.

8. Breach. Where a Listing breaches this Schedule, Ticketway may exercise any of its rights under clauses 6.4, 10.4, 24 and 25, and the Organiser shall bear all resulting refunds and Losses. The Organiser may request a review of a removal by writing from Ticketway HQ → Help; Ticketway shall respond within 7 days.

Schedule 4: Data Protection

1. Roles. Ticketway is the data fiduciary for personal data processed on the Ticketway Platform. The Organiser is a separate and independent data fiduciary for Guest Data from the time Ticketway makes it available to the Organiser. Neither party processes personal data as the other's data processor under this Agreement.

2. Guest Data shared. Ticketway makes available to the Organiser, for each Listing, the Guest's name, phone number, email address, Tickets, payment status and admission status, and any information the Guest chooses to send the Organiser.

3. Purpose limitation. The Organiser shall process Guest Data only to: (a) conduct the Listing and admit Guests; (b) communicate with Guests about their Tickets and the Listing; (c) resolve Guest complaints and refunds; and (d) comply with Applicable Law. The Organiser shall not process Guest Data for marketing, profiling or any other purpose unless the Guest has given the Organiser separate consent that complies with Applicable Law.

4. No disclosure. The Organiser shall not sell, rent, publish or disclose Guest Data to any person other than its own service providers who need it for a purpose in paragraph 3, are bound by written obligations no less protective than this Schedule, and process it only in India or in a country to which transfer is not restricted under Applicable Law. The Organiser is liable for their acts and omissions.

5. Security. The Organiser shall protect Guest Data with reasonable security safeguards, including: limiting access to Team members who need it; exporting it only through Ticketway HQ; storing any export encrypted and on devices under its control; and not sharing any Ticketway HQ credentials.

6. Breach. The Organiser shall notify Ticketway in writing within 24 hours of becoming aware of any personal data breach affecting Guest Data, with all information available to it, and shall co-operate with Ticketway in investigating, mitigating and notifying the breach to affected Guests, the Data Protection Board of India and CERT-In as Applicable Law requires.

7. Requests. The Organiser shall forward to Ticketway within 2 Business Days any request or complaint from a Guest concerning data held on the Ticketway Platform, and shall itself respond to requests concerning Guest Data it holds, within the times Applicable Law requires.

8. Retention. The Organiser shall erase Guest Data within 90 days after the last Occurrence of the Listing to which it relates, save to the extent Applicable Law requires the Organiser to retain it, in which case it shall restrict processing to that purpose and erase it when the retention period ends.

9. Children. The Organiser shall not process personal data of a person under 18 obtained through the Ticketway Platform for any purpose other than admission to the Listing, and shall not track, monitor the behaviour of or direct targeted advertising at any such person.

10. Organiser and Team data. Ticketway processes personal data of the Organiser, its Owner, authorised signatory, beneficial owners and Team as described in Ticketway's Privacy Policy and the Organiser Declarations, including disclosure to the Payment Partner, verification providers and authorities.

11. Aggregated data. Ticketway may create and use, for any purpose, data that is aggregated or anonymised so that it does not identify the Organiser or any individual.

Schedule 5: KYC and Verification

1. Documents. The Organiser shall provide the following before the first Settlement:

2. Declarations. The Organiser shall sign the Organiser Declarations applicable to it: the GST non-registration declaration (if not registered for GST), the KYC and document consent, and, for any Organiser other than an individual or sole proprietorship, the beneficial owner and authorised signatory declaration.

3. Verification. Ticketway and the Payment Partner may verify: PAN against the income-tax department's records, including whether it is operative; GSTIN and its status on the GST portal; the Settlement Account by a credit of ₹1 and comparison of the name returned by the bank with the Organiser's legal name; identity documents through Aadhaar offline verification or DigiLocker where the person chooses, or by inspection; and records in the Central KYC Records Registry with consent.

4. Settlement Account. The Settlement Account must be a current or savings account with a bank in India, held in the Organiser's legal name (or, for an individual or sole proprietorship, the individual's name). Ticketway shall not settle to any other account.

5. Aadhaar. Ticketway does not require an Aadhaar number. Any Aadhaar document provided shall be masked so that only the last 4 digits are visible.

6. Re-verification. The Organiser shall re-verify, and Ticketway may require re-verification, on any change of the Settlement Account, Owner, authorised signatory, constitution or beneficial ownership; every 2 years; and at any time Ticketway or the Payment Partner considers it necessary on account of risk.

Schedule 6: Event-day Standards

1. Entry. The Organiser shall open entry at the gates time stated in the Listing, admit Guests only in the ways Ticketway HQ provides (scanning a Ticket, finding the Guest by phone, ticking an activity's guest list, or a box office sale), and deploy enough trained staff and scanning devices to admit Guests without unreasonable delay.

2. Valid Tickets. The Organiser shall admit every Guest presenting a valid Ticket in accordance with clause 7.5, and shall not demand any payment at the venue for anything the Ticket includes.

3. Refusal of admission. The Organiser may refuse admission only on grounds stated in the Listing's published rules or permitted by Applicable Law.

4. Overrides and lookups. Only the Owner and managers may admit a Guest whose Ticket the scanner does not accept, and only where Ticketway HQ permits. Team members shall find Guests by phone only as Ticketway HQ provides and only to admit them. Any Team member admitting a Guest shall check the Guest's photo identification when the scanner asks for it.

5. Offline Sales and cash. Team members shall record an Offline Sale only after the money has been received, at the price and by the payment method actually received, and shall record a box office sale only when every Guest on it is present and goes in at once. Cash collected belongs to the Organiser, which accounts for it with its Team; Ticketway does not track it.

6. Safety. The Organiser shall have on site, throughout the Occurrence, the security, first aid, fire safety and emergency arrangements required by its licences and Applicable Law, and a designated person in charge who can be reached by Ticketway.

7. Incidents. The Organiser shall notify Ticketway by phone and in writing: within 2 hours of any death, serious injury, crowd crush, fire, police action, closure by an authority, or stoppage of the Occurrence; and within 24 hours of any other incident likely to lead to Guest complaints, media coverage or claims. The Organiser shall provide a written report within 3 Business Days.

8. Accessibility. The Organiser shall make reasonable arrangements for Guests with disabilities, consistent with the venue and Applicable Law, and shall state material accessibility limitations in the Listing.

9. Ticketway representatives. The Organiser shall admit Ticketway's representatives under clause 20.3 and give them reasonable access to the entry points.