Terms and conditions for service providers

Ticket Window Business Partnership Agreement

General terms and conditions

1. Definitions
   • The term “Agreement” refers to the offer letter provided by the Company, Taking into account the general terms and conditions that are amended from time to time according to the merchant’s sales channels.
   • The term “Claim Outstanding” refers to the placement of an advance payment or credit amount provided under this Agreement.
   • “Authorized Credit” means that Ticket Window assumes responsibility for payment in place of the Merchant in the event that Ticket Window accepts and receives a Customer’s order to purchase a ticket on the Platform; Ticket Window therefore also bears all credit and fraud risks in accordance with the conditions stipulated in the Business Rules.
   • The term “Claim” refers to the Merchant’s right to demand that the Customer fulfill financial obligations previously paid on his behalf.
   • The term “confidential information” refers to information that has been classified as “confidential,” “proprietary,” or that is considered confidential in nature based on the context and nature of such information. This information includes, without prejudice to the generality of what was mentioned above, The terms and conditions of this agreement in addition to customer identification and classification documents, business plans, data, means and strategies, customer lists, technical specifications, transaction data and customer data. On the other hand, the following data is not classified as confidential information: (1) Information published to the public in a manner that does not violate the terms of the agreement, Or (2) information available to the other contracting party in a manner that does not violate the terms of the agreement regarding restrictions on publication or disclosure of information.
   • “Guaranteed payment” means that Ticket Window assumes responsibility for collecting payment instead of the merchant; In addition to bearing all credit or fraud risks in accordance with the conditions specified in the business rules.
   • “Failed Claim” means any guaranteed payment or approved credit that no longer meets the conditions set forth in the Business Rules; For example, if the merchant fails to perform his duties towards the customer because he does not benefit from the effectiveness as is customary and for this reason Ticket Window withdraws his guarantee or credit, Resulting in the merchant becoming/remaining liable (again) for any claims
   • The term “Liabilities” means all fees, rejected claims, and actual and anticipated losses that Ticket Window must incur as a result of the following: (1) Negligent, dishonest, or fraudulent misconduct of the Merchant or its officers, commissioners, employees or agents. and/or (ii) breach of the rules or conditions of business under this Agreement, Including, but not limited to, Obligations imposed under the Business Rules along with all payments that have been refunded, withdrawn or refused for any reason.
   • The term “Merchant” refers to the legal or legal entity identified in the Offer Letter.
   • “Payment” means selecting one of the payment methods provided by Ticket Window so that the Customer can purchase a ticket/service from the Merchant.
   • The term “Payment Options” refers to the payment options provided by Ticket Window such as Mada, Visa or STC pay, MasterCard and the name of the payment method provided may change from time to time as Ticket Window deems appropriate.
   • “Sales Channel” means the promotional means of displaying the Products/Services that have been approved by Ticket Window and included in the Offer Letter and include either the Internet Site(s), the physical store(s), or both; Taking into account the methods that are amended from time to time in accordance with the statement of Kafasal Miz for organizing exhibitions and conferences from Ticket Window (via email).
   • The term “Services” means payment processing services, Including executing and settling financial transactions and collecting payments.
   • The term “ Ticket Window ” refers to Fawasel Maze Services Company for organizing exhibitions and conferences, a one-person company that was established in Medina in the Kingdom of Saudi Arabia and has a registered office whose headquarters are located in Medina. Commercial registration number 4650257146.
   • The term “Business Process Evidence” refers to documents and documents that include the prices and types of tickets sold and methods of delivering them to customers with proof of said delivery methods, the transaction receipt, and the name and contact information of the customer who made the ticket payments.

2. Scope of services
   • Regarding the fees that the Merchant must pay to Ticket Window Company, Ticket Window Company undertakes to provide various payment methods and related services, Taking into account the terms and conditions that are amended from time to time in accordance with what is stated in this agreement.
   • Ticket Window undertakes to provide services that match the information provided by the Merchant, The Merchant also undertakes to adhere to this information when using the Ticket Window Services. Ticket Window reserves the right to make amendments to the terms or conditions stated in the offer letter, including, For example but not limited to, Risk management conditions, This is done by sending written notice to the merchant.
   • Ticket Window undertakes to fulfill the obligations stipulated under the laws and terms of the Agreement, Accordingly, the company undertakes to provide all permits, licenses, authorizations and approvals necessary to fulfill the stipulated obligations (and necessary for us to perform the services) at all times. Both parties to the contract are committed to strictly adhering to the application of consumer protection laws and policies and continuous cooperation to ensure that services and operations are performed at the highest level.
   • Ticket Window undertakes to perform all its obligations to the fullest extent and with the best possible quality. Ticket Window Company reserves the right to stop, improve, develop or modify some of its provided services according to what the company deems appropriate based on its needs, priorities and capabilities. Including, but not limited to, hours of operation, availability of services, or features of the services. Ticket Window undertakes to exercise caution when making such modifications or improvements in order to maintain the greatest stability and benefit from the Services for the Merchant. On the other hand, The Company will provide notice to the merchant if these actions cause disruption or interruption of the services provided to the merchant. Ticket Window may make changes or modifications to the Services before notifying the Merchant in the event of compliance with laws or implementation of decisions of regulatory authorities, The company shall attempt to notify the merchant as soon as possible if these changes will negatively affect the merchant.
   • Ticket Window reserves the right to perform planned or unplanned maintenance as notified to the Merchant.
   • If the merchant changes the nature/type of products sold after activating the Ticket Window service, The Ticket Window team must be notified immediately of this change and if the nature/type of products for sale exposes Ticket Window to a credit risk (e.g. car rental, Hotel services, etc…), Ticket Window reserves the right to discontinue provision of the Service without notice.
   • Ticket Window and Merchant must coordinate to ensure that the order processing system and any other Ticket Window software or other equipment required to enable Merchant to adequately provide Ticket Window’s payment services to its customers are installed and operational.
   • The merchant and Ticket Window agree on what information the merchant shares with Ticket Window, This is done through the technical connection between the two parties. This information helps Ticket Window provide satisfactory service to merchant customers, and conduct credit checks, fraud, Money laundering and other client history checks.
   • after that, The information is processed and evaluated by Ticket Window and accordingly the Company makes its decision to accept or reject the purchase request for use of the Company’s payment service by the Customer (“Service Request”) and such decision is made by Ticket Window in its absolute discretion.
   • Ticket Window agrees to bear all credit and fraud risks associated with all authorized transactions except under the following circumstances:
     • Issuance of a court ruling against the merchant in favor of the customer to recover the amount.
     • If the product/service is not delivered/implemented as agreed upon with the customer.
   • If any of the circumstances mentioned in Paragraph 2.10 of this Agreement occur, Everything related to such approved transaction will automatically revert to the merchant and the merchant will be responsible for returning to Ticket Window any amounts paid in connection with such approved transaction.
   • The Merchant shall maintain at its official headquarters complete and accurate records of all authorized transactions including copies of invoices and other relevant documents relating thereto. These records will be made available to Ticket Window upon reasonable request.
   • The amounts will be settled by Ticket Window Company to the merchant’s bank account according to the information described in the offer letter above according to the settlement period agreed upon in the offer letter after the transaction is approved. Unless the merchant requests to change the bank information via the merchant’s official email.
   • The Merchant is responsible for providing accurate information to Ticket Window regarding its bank account. Ticket Window cannot bear the consequences of delayed payments to a merchant due to inaccurate bank account information.
   • In cases of returns, The Merchant agrees not to return the balance in the Customer’s wallet if the Customer chooses to pay with Ticket Window. Returns will be made via Ticket Window to the customer’s card with which the purchase was made.

3. “ Claims ” , “ Authorized Claims ” , and “ Failed Claims ”
   • Ticket Window will claim payment from the customer, The moment a ticket purchase request is submitted via the platform, Ticket Window shall upon delivery of the ticket after payment, Within the number of days mentioned on the cover sheet, Transfer the value of the base payment to the merchant minus the fees. Ticket Window shall be responsible for collecting payment from the Customer and the relationship between Ticket Window and the Customer shall be regulated between Ticket Window and the Customer.
   • For a claim to be eligible and remain an approved claim, The following conditions apply and must continue to apply:
     • Merchant has not charged Customer a higher price for Products made through Ticket Window than Merchant would charge Customer if they had selected another payment method.
     • Receive Mez breaks for organizing exhibitions and conferences for transaction evidence;
     • There is no dispute between the customer and the merchant (apart from any failure to pay by the customer), For example when it is alleged that the ticket was not availed due to the merchant or it was not executed. In the event of a dispute arising regarding failure to start, benefit and enjoy the Event, Ticket Window will require proof of the existence and validity of the service in order for the claim to remain approved .
     • The Customer does not exercise any (legal) rights to cancel the purchase and the Merchant has not extended his right to cancel the ticket;
     • Your purchase complies with applicable laws and there is no suspicion of fraud or other illegal activity by the merchant;
     • For offline payments only: The Merchant undertakes and ensures that its employees adhere to the transaction proof documents provided by Ticket Window separately.
     • The Merchant has taken all reasonable measures to ensure that the Customer’s account with Ticket Window has not been tampered with, in terms of any false or false amounts or fees charged to the Customer’s Ticket Window account by the Merchant.
     • The Merchant has created an account on the Ticket Window platform in accordance with the rules, guidelines and features as shared by Ticket Window
   • If any of the conditions stipulated in paragraph 3.2 are not met or are not fulfilled, Ticket Window reserves the right to reassign the claim(s) to the Merchant and designate any such claims as failed. In the event of any repeated failure of the terms of Clause 3.2 Ticket Window reserves the right to resubmit all authorized claims, suspend access to its Services or terminate the Agreement and the Merchant will immediately cease its offering of Payment Methods. Any costs incurred by Ticket Window in connection with retransmission of claims shall be borne by the Merchant. Any failed claims and related costs are deducted from any future funds settlement to the merchant.

4. Privacy and confidentiality of information
   • Both parties to the contract undertake to take all necessary measures to ensure that the confidential information of the other party is not disclosed, published, distributed or used. Provided that the protection measures are similar to those taken by each party to maintain the privacy of its confidential information.
   • The contracting parties are allowed to share confidential information to agents, consultants or their affiliates who have been informed of the extent of the confidentiality of this information and have pledged to maintain its privacy and confidentiality and committed not to disclose it under any circumstances to external parties.
   • One party to the contract is permitted to use the confidential information of the other party in the following cases: (1) When necessary to perform services under this Agreement, (2) Where required by laws or conditions of employment, (3) When needed to share it with lawyers, accountants or other professional advisors.
   • The contracting parties are obligated to implement what is stipulated in this clause until three (3) years after the expiration of this agreement.

5. Data protection
   • Ticket Window represents and warrants that it will process personal data (including, without limitation, any of its Customer’s personal data included in the transaction) in accordance with applicable data protection laws and handle such personal data carefully and in a confidential manner. Ticket Window shall process Personal Data only to the extent necessary to perform its obligations under the Agreement and has appropriate technical and organizational measures that ensure an adequate level of security for the processing of Personal Data.
   • Comply with any privacy rules, policy or terms adopted by or binding on the party.
   • Collect or use Personal Data solely for the purpose of performing its obligations under this Agreement and towards the End User, As otherwise required by law.
   • Limit access to any Personal Data only to those persons who need access to the Personal Data for the purpose of performing obligations under this Agreement.
   • Notify the other party immediately, Full details, For any accidental or unauthorized access to any personal data.
   • Do not share any data with third parties unless required by law or through a direct court order.
   • Immediate notification of data breaches: In the event of a data breach, The parties are obligated to immediately inform the other party of this event and disclose all information necessary to deal with its consequences.

6. Fees and payments
   • All fees will be deducted from the amounts transferred to the merchant as stated in the offer letter.
   • Fees do not include VAT. The merchant is solely responsible for determining the value of taxes or fees applied to the services/products/offered for sale.
   • The mentioned fees do not include bank transfer fees and taxes. The merchant shall bear any fees resulting from transferring funds to their account.
   • No amounts will be transferred if the total amount transferred does not exceed 250 Saudi riyals.
   • In the event that the merchant cancels or refunds an order placed through Ticket Window, Ticket Window will refund the fees charged to the merchant as stated in the offer letter, less the refund processing fee of 2% + 1 SAR. In cases of partial refunds, Ticket Window fees will apply to the non-refundable amount and Ticket Window will refund the fees to the merchant on the refund amount, less the refund cost of 2% + 1 SAR. Adjustments arising from refunds will be accumulated and paid or deducted from the settlements transferred to the merchant periodically.
   • The scope of this agreement does not include taxes/duties applicable in the Kingdom of Saudi Arabia. Each party to this Agreement will be responsible for completing its tax obligations, Without affecting the rights/obligations of the other party. In the event of a change or update to the tax system in the Kingdom of Saudi Arabia (this includes, but is not limited to, the Saudi value-added tax system and the Saudi customs system), Tax/Zakat law or its interpretation after the date of this Agreement:
     • It is or is believed by one of the parties to have an effect on this Agreement
     • It has an impact on the benefit or obligations of one or both parties to this agreement
     • It has an impact on the taxes calculated in providing the service provided in this agreement

The parties to the Agreement will use their best reasonable efforts to agree to such changes as necessary or advised to return to the original intent of this Agreement. The agreement between the parties will be in the form of a textual addition to the original agreement and will be treated as part of it.

• Ticket Window reserves the right to adjust fee rates four times each calendar year. If the merchant does not agree to the new fee rates, The merchant has the right to terminate the agreement within 30 days with written notice. Old fee rates will apply during the written notice period.
• If Fasil Maze for Exhibitions and Conferences Organization provides any tools and/or devices to the merchant, These tools and/or devices are provided to the merchant in the form of a loan in kind to enable the merchant to activate Fasil Maze services for organizing exhibitions and conferences in his affiliated shops. The merchant is obligated to maintain the integrity of the tools and/or devices provided in a reasonable manner, and any damage to the tools and/or devices provided due to the negligence of the merchant may be deducted from the next settlement of the merchant as Fasil Maze for Organizing Exhibitions and Conferences deems appropriate. If the merchant wants to stop Fawasel Maze services for organizing exhibitions and conferences in his shops (offline), The Merchant is obligated to return all tools and/or devices provided in good condition.

7. Compensation
   • Merchant and Ticket Window shall indemnify and hold each party and its affiliates, officers, employees and agents harmless from any liability, loss, damage, claim or compliance, Reasonable attorneys’ fees and costs arising from: (1) a party’s breach of this Agreement; Including but not limited to, Misrepresent or breach any representations or warranties contained in this Agreement; (2) the (contractual) relationship between each party and its clients; and/or (iii) any fraud, negligence or willful misconduct by employees/subcontractors of each party.
   • In no event will either party be liable for any consequential, indirect, special, incidental or punitive damages arising out of or relating to this agreement.

8. Limitation of liability
   • In the event of general compulsive situations, Ticket Window Company disclaims responsibility for malfunctions of communications means and devices that may affect the quality and timing of transactions, payment orders, or information provided by the Company to the Merchant based on that.
   • Notwithstanding the remaining terms and conditions stipulated in this agreement, In no event and under any circumstances will the liability of Ticket Window, its employees, directors and representatives exceed the value of the net processing fees paid in the last six months.
   • The two parties to the contract shall not bear any responsibility towards the other party or towards third parties for indirect, incidental, consequential or economic losses or those causing the failure of private investment or achieving profits or other benefits. This is regardless of the possibility of predicting these losses from one of the parties.

9. time period, suspension, Cancellation
   • The time period for the validity of this Agreement or the renewal period shall be determined in accordance with what is stipulated in the offer letter.
   • Ticket Window reserves the right to suspend or discontinue the Services in whole or in part. The terms of this clause shall apply in accordance with the rights granted to the Company under this Agreement. In the following cases:
     • Breach or violation by the Merchant of the terms and conditions stipulated in the business rules under this Agreement.
     • Merchant’s violation of Ticket Window’s trademark usage rules and laws other than those set forth under this Agreement.
     • Suspension or cessation of work pursuant to judicial laws or decisions of the regulatory authority.
     • The merchant engages in suspicious activities in relation to the Services, This is at the discretion of Ticket Window.
     • The possibility that Ticket Window or its brand could be compromised, or the reputation or integrity of the business might be compromised by the merchant’s business.
     • The merchant, its directors, agents or representatives intentionally or unintentionally engage in fraudulent activities or engage in illegal activities, This is at the discretion of Ticket Window.
     • any event or series of events that may result in Merchant being unable to comply with the obligations under this Agreement as a result of a change in business, significant financial loss or negligence by Merchant; This is at the discretion of Ticket Window.
     • The merchant does not respond to inquiries, complaints, customer service cases, or attempts to communicate by the Ticket Window team responsible for the merchant’s account for a period of 10 business days.
     • If the merchant is not cooperative with the Ticket Window team in investigating fraud and preventing future fraud.
     • If the late payment or default rate for Merchant Customers is higher than the rate for Ticket Window Customer.
     • If there are no operations for the merchant during the Miz breaks for organizing exhibitions and conferences for a period of (90) days.
     • If the merchant stops selling services through Fawasil Maze for organizing exhibitions and conferences in his branch or location on which the Fawasal Maze service for organizing exhibitions and conferences has been activated.
     • Ticket Window Company is obligated to notify the merchant in advance in the event that it suspends or cancels one of its services. Unless the law provides otherwise. If the situation continues as it is after notifying the merchant of the cancellation or suspension of services within ten (10) days, Ticket Window has the right to cancel the Services completely and will not bear any losses incurred resulting from the suspension or cancellation of the Services.
   • The contracting parties have the right to cancel the entire agreement with written notice in the event that the other party breaches or violates one of the material obligations and does not remedy this violation within thirty days from receipt of the notice at the box office. Taking into account clarifying the details of the violation that occurred along with proposals to address it. In this case, The Agreement shall be deemed ineffective until the date specified in the written notice.
   • In the event that one of the parties is unable to pay its debts, is exposed to a financial crisis, or declares general bankruptcy, Or seizure of one of its assets or property by a competent legal or administrative manager, Or reject the settlement request or risk imprisonment within thirty (30) days, The other party has the right to terminate the entire Agreement by written notice with a specified effective date.
   • Ticket Window reserves the right to cancel the agreement with one (1) month prior written notice in the event that the company perceives fraudulent acts related to the specific selling platform in accordance with the conditions stipulated in the business rules, On the other hand, if the agreement stipulates more than one sales channel, Other sales channels remain valid. But if the agreement stipulates one sales channel, This clause will then terminate the entire agreement.
   • Once the agreement is terminated, The merchant is required to agree to the following: (i) completion of all pending transactions/payment of obligations due under this Agreement; (2) Not accepting new transactions/not issuing new payment orders, (3) Remove all Ticket Window branding from all physical and online stores. Each party to the contract will bear responsibility for the other party. During the validity period stipulated under this agreement.

10. Other conditions
    • Governing law and jurisdiction. This agreement complies with the laws applicable in the courts of Medina. Kingdom of Saudi Arabia. The contracting parties acknowledge their full submission to the laws of the Kingdom of Saudi Arabia and the applicable judicial rulings. The contracting parties also acknowledge that they have absolutely no objection to escalating disputes to judicial courts and implementing all of their rulings.
    • The entire agreement. This agreement constitutes a complete agreement between the parties with a full obligation to implement the terms and conditions of this agreement, The terms of the Agreement supersede all proposals, agreements and communications between the parties whether oral or written.
    • Emergency circumstances. The contracting parties are exempted from performing the obligations stipulated under this Agreement in cases of public disasters such as fires, hurricanes, earthquakes, floods, disruption of public communications, public acts of sabotage, military operations, wars, public emergencies, electrical breakdown, malfunction in the means of communication, riots and strife, government announcements, or interruption. Public resources for utility services or arising from employee strikes or under governmental laws, judicial or regulatory authority (including judicial tribunals), Or for any reason beyond the control of either contracting party, whether similar or not to these reasons.
    • Notifications. The contracting parties are obligated to deliver box office notices to the other party manually, by express mail (to the address indicated in the offer letter), by e-mail (indicated in the offer letter), or to any other address, whether postal or physical, provided that the other party is notified in advance as a box office. the tickets.