Organiser Ticketing and Payout Agreement

1. Parties and the agreed event

This agreement is between Blackwall Interactive Inc. trading as BimTikit (Blackwall) and the organiser identified in the commercial schedule. The organiser must identify the individual or legal entity responsible for the event, rather than only an event name or trading brand. Each person accepting confirms that they have authority to bind the party they represent.

The commercial schedule identifies the event, organiser account, approved Processing Fees, fee payer and payout release date. It forms part of this agreement. Both parties must accept the same version and document fingerprint. Approval of an event, acceptance of an estimate, or delivery of an unsigned copy alone does not execute this agreement.

2. Ticket sales and payment collection

The organiser appoints Blackwall to provide the agreed BimTikit ticketing services and collect online ticket, package and food or drink preorder payments on the organiser's behalf. The organiser remains responsible for providing the advertised event, admissions and preorders. Blackwall is responsible for performing its own ticketing, collection and accounting services with reasonable care and skill.

Online BimTikit ticket, package and food or drink preorder payments must use BimTikit's authorised checkout, including when the organiser advertises or embeds ticket selection on its own website. Separately approved paper-ticket and door-sale arrangements remain available under their own agreed controls; this clause does not require those offline sales to use online checkout. The organiser may not bypass the Processing Fees applicable to a sale, access payment gateway credentials, or misrepresent the seller, price, availability or refund terms. Card details are handled through the authorised payment provider; this agreement does not authorise the organiser to collect them separately.

3. Approved fees and transparent accounts

The commercial schedule states the approved Processing Fees and whether the customer, organiser or both bear their cost. Net proceeds are the eligible gross cleared collections, including any customer contribution to those fees, less the full approved Processing Fees due to Blackwall and the documented refunds, chargebacks and other deductions expressly permitted by this agreement. The fee is deducted once from those collections; the customer's contribution must not be charged again to the organiser. Each sale's stored calculation governs its fee and net proceeds.

For example, on a BBD 100 ticket with an approved 11% fee and no other adjustment: customer pays all fees means BBD 111 collected, BBD 11 to Blackwall and BBD 100 to the organiser; an equal split means BBD 105.50 collected, BBD 11 to Blackwall and BBD 94.50 to the organiser; organiser pays all fees means BBD 100 collected, BBD 11 to Blackwall and BBD 89 to the organiser. These examples do not replace a different percentage expressly approved in the commercial schedule.

Blackwall will provide the organiser with an account of sales, fees, refunds, adjustments, payouts and any retained balance. The organiser may request the basis of a deduction and correction of an error. Changes to Blackwall's private acquiring costs or general platform defaults do not retrospectively change an accepted sale's fees or the organiser's earned net proceeds.

4. Blackwall's obligation to pay the organiser

Blackwall must pay the organiser the cleared, undisputed net proceeds due under this agreement. Subject only to the permitted holds below and receipt of valid payout instructions, Blackwall must initiate payment no later than the payout release date in the commercial schedule. A bank's delivery time after a properly initiated transfer is separate from that obligation. If the date has already passed when an amount becomes cleared and payable, Blackwall must initiate payment promptly.

A dispute about part of the balance does not justify withholding the undisputed remainder. Blackwall must explain any delayed payment, the amount affected, the reason and the next review date, unless disclosure is prohibited by law. A bookkeeping entry or a promise of a transfer is not proof that payment was made. An underpayment remains due until paid or otherwise lawfully resolved.

5. The organiser's event responsibilities

The organiser is fully responsible for the event's delivery, advertised admissions and packages, necessary permissions and licences, venue arrangements, safety, staff and compliance with applicable law. It must supply accurate event information, promptly disclose material changes or cancellation, and cooperate with customer enquiries and payment disputes.

The organiser must honour the refund and cancellation terms disclosed to customers and all mandatory customer rights. It must not describe a ticket as non-refundable where the law requires a remedy. Responsibility between Blackwall and the organiser does not remove a customer's rights against either party where those rights apply.

6. Refunds, chargebacks and shortfalls

As between these parties, the organiser takes full financial responsibility for refunds, chargebacks, reversals and lawful, documented external dispute costs attributable to its event, admissions, cancellation, non-performance, inaccurate information or its own acts or omissions. This responsibility can continue after a payout. Blackwall must provide the transaction basis and available supporting evidence, allow the organiser a reasonable opportunity to respond, and cooperate with a timely challenge where the provider permits one.

Blackwall may apply an attributable amount against sums otherwise payable to that same organiser, with a written account. If that balance is insufficient, Blackwall may request reimbursement of the documented shortfall. This agreement does not authorise an automatic debit from the organiser's bank account or an unexplained penalty. Recoveries and reversals must be credited, and an amount already refunded, recovered or deducted must not be charged again.

The organiser does not bear a loss to the extent caused by Blackwall's own breach, negligence, fraud, payment-processing or security error, or by a liability that cannot lawfully be transferred. The allocation above is between the businesses and must not delay or defeat a customer's mandatory remedy.

7. Permitted holds and their limits

A hold is a temporary retention of funds, not a fee or a forfeiture. Blackwall may retain only a reasonable amount proportionate to an identified exposure: funds not yet cleared by the bank or provider; a pending or reasonably evidenced refund, chargeback, fraud or reversal risk; cancellation or non-delivery of the organiser's event; or a hold required by law, a competent authority, the acquiring bank or the payment provider. No unrelated or arbitrary hold is permitted.

Unless the law prohibits disclosure, Blackwall must tell the organiser the amount held, the reason, the supporting basis and a review date. Blackwall must review the hold at least every 30 calendar days, reduce it as the exposure reduces, and release the affected funds promptly when its lawful basis ends. It must continue to pay the cleared, undisputed balance. The organiser must cooperate with reasonable evidence requests; cooperation does not waive its right to challenge an error.

8. Changes, existing sales and termination

A material change to the organiser's legal identity, approved fees, event scope or payout terms requires a new clearly identified version accepted by both parties. Neither party may silently substitute a different document or postpone an already accrued payment obligation. Existing sales retain their recorded financial terms, and an amendment cannot retrospectively reduce earned proceeds without a separate lawful agreement addressing those amounts.

Cancellation, suspension or termination does not erase outstanding payouts, valid refunds, attributable dispute liabilities or the duty to account. Each party must cooperate to resolve existing customer orders and the final balance. Blackwall may suspend new sales where reasonably necessary for fraud, material breach or legal or provider requirements, while preserving these duties for existing sales.

9. Copies, evidence and corrections

Before accepting, each representative can review and correct the proposed identity and terms. BimTikit retains the exact agreement text, commercial schedule, version, document fingerprint, account identity and acceptance time for each party. It provides an approval copy clearly marked pending if unsigned, then an executed copy after both parties accept. The organiser can retrieve and print or download its copy through the authorised account and request assistance at support@bimtikit.com.

The organiser must keep its authorised account and contact information current and report a suspected error or unauthorised acceptance promptly. Agreement and financial records are private to the entitled parties and authorised platform staff, subject to lawful disclosure and retention. A new account owner does not silently become the signatory to a different legal party's agreement.

10. Electronic acceptance and disputes

By expressly accepting this exact version in BimTikit, each authorised representative intends to bind the identified party electronically. The agreement takes effect when both parties have accepted the same document. The platform records ordinary electronic acceptance; it does not represent this process as an accredited digital signature or a guarantee of enforceability in every circumstance.

A party should raise a dispute promptly at support@bimtikit.com and provide the relevant evidence so the parties can seek a practical resolution. This does not prevent access to courts, regulators or remedies that cannot lawfully be excluded. Barbados law governs this agreement, and disputes may be brought before the competent courts of Barbados, subject to mandatory law. Nothing in this agreement excludes a non-excludable duty or customer protection.