Terms & Conditions1. ACCEPTANCE OF TERMS.
The following terms and conditions (“Term and Conditions”) govern all use by you as an Events Organiser (defined below) and End Users (defined below) of;
(a) The www.mesh.co.ke website, (the “Site”)
(b) Any Software available on or through the website or otherwise provided by Memorable Experiences Limited (“MESH”) for your events, and
(c) The Software, defined below and known as the “Software”. The Software is owned and operated by MESH.
The Software is offered to you subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by MESH.
By using any part of the Software you agree to all the Terms and Conditions contained herein. If you do not agree to these Terms and Conditions do not use or access the Software and you are advised to leave the Site, and cease accessing, browsing and otherwise using the Software.
These Terms and Conditions may only be varied, modified or changed through a written agreement signed by you and an authorised director of MESH or by MESH as provided in 1.2 below.
MESH reserves the right, at its sole discretion, to modify or replace any of the Terms or Conditions at any time. It is your responsibility to check these Terms and Conditions periodically for changes. Your continued use of the Software following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.
If any change to these Terms and Conditions is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Software.
2. DESCRIPTION OF MESH.
MESH provides software that allows registered users who are Events Organisers and planners (“Events Organisers” or “you”) to; advertise events; sell Online tickets to events; arrange for the printing and dispatch of paper tickets to events; manage events and collect payments with respect to the sale of tickets for events that have been registered on the Site, (the “Services”) including collecting MESH Service Fees and Credit Card processing charges, from registered users who want to attend such events and the End User (“End User”).
Events Organisers may visit the Site, setup their event, advertise their event, including pricing, location, ticket types and collect Fees online directly from End Users. Payments are all transacted through PayPal or Sagepay or other third party payment service providers ( the “Payment Gateway”). These Terms and Conditions apply to you and your use of the Software as an Events Organiser.
3. USE OF THE SOFTWARE.
3.1 The Software.
MESH hereby grants you a non-exclusive, non-transferable right to access and use the Software for the purpose of creating an event page with respect to, and promoting, managing, tracking, and collecting Fees for an event that you have registered on the Site, in compliance with these Terms and Conditions.
You will not, and will not allow anyone else to rent, lease, resell, distribute or use the Software for any commercial purposes (except for the limited commercial purpose of selling event tickets through the Site as an Events Organiser in accordance with these Terms and Conditions); remove or alter any notices or labels on or in the Software or Site Content; or engage in any activity that interferes with or disrupts the Software.
If you download or use any Software in connection with the provision of any services, MESH hereby grants you a personal, non-transferable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Software, and only in accordance with these Terms and Conditions and the written instructions/directions (if any) provided by MESH in conjunction with the Software. For purposes of these Terms and Conditions, “Software” shall mean any and all software that is available on or through the Site or otherwise provided by MESH
You acknowledge that all Intellectual Property Rights in the Software and any modification belong and shall belong to MESH, and you shall have no rights in or to the Software other than the right to use it in accordance with the terms of these Term and Conditions.
4.1. Payment Gateway
(a) Payment Process.
Events Organisers will collect all monies directly from End Users. By registering for and by using the MESH software you agree to: Pay MESH all ticket sale service charges, which are based on a percentage of the value of all tickets sold by you (“Ticket Sale Service Charges”), on-site scanning fees, and any other fees and charges of any kind payable by you to MESH in connection with the provision of the Software (collectively, “Service Fees”). All payments shall become due and payable upon receipt of an invoice and
Unless otherwise agreed in writing to pay within 5 working days of the invoice date all invoices rendered for Ticket Sale Service Charges and Service Fees.
It is the responsibility of the Events Organiser to communicate its refund policy to End Users and to issue refunds to End Users. An Events Organiser shall ensure that its refund policy is consistent with the terms of these Terms and Conditions and the payment and refund mechanics of the Site. The Site permits an Events Organiser to issue refunds to End Users.
All communications or disputes regarding refunds are between the Events Organiser and Buyer, and MESH will not be responsible or liable for, and Events Organiser hereby agrees to fully indemnify MESH for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the Software.
All communications and disputes regarding chargebacks and refunds are between the Events Organiser and the End User and MESH will not be responsible or liable in any way for chargebacks in connection with an End User’s use of the Services.
If you are an End User and you wish to request a refund in connection with an event listed on the Services, you should contact the applicable Events Organiser directly.
accept the responsibility for providing refunds to End Users at your own discretion. MESH will not be responsible or liable for, and the Events Organiser hereby agrees to fully indemnify MESH for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the Software.
4.2 Non-Exclusive Remedies.
In the event that Events Organiser fails to pay to MESH any amount owed when due, MESH shall be entitled (but not obliged) to charge the Events Organiser interest on the overdue amount, payable by the Events Organiser forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4 % per annum above the base rate for the time being of Stanbic Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly.
In the event any amounts are owed by Events Organiser to MESH under these Terms and Conditions or otherwise, MESH may, without limiting its other rights and remedies suspend, terminate or otherwise cease to provide the Software and Services to the Events Organiser including any and all accounts that the Events Organiser may have created and to cancel all other events listed by the Events Organiser.
You agree to unconditionally accept, honour, and fulfil all ticketing commitments that have been confirmed by MESH through the Software, and it is your responsibility to verify the End Users membership status, confirmation number and/or any event restrictions prior to the subject event.
5. YOUR REGISTRATION OBLIGATIONS.
To be a registered user of the Software as an Events Organiser you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration and to maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
If you provide any information that is untrue, inaccurate, not current or incomplete or MESH has reasonable grounds to suspect that such information is untrue, inaccurate, not current or Incomplete, MESH has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Software (or any portion thereof).
6. ACCOUNT, PASSWORD AND SECURITY.
As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, Including, without limitation, all actions by sub-users registered under your account. You agree to (a) immediately notify MESH of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session.
MESH cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account.
7.1 Site Content.
You agree that all material, data, software, text, design elements, graphics, images and other content (collectively, “Content”), contained in or delivered via the Software or otherwise made available by MESH in connection with the Software (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws.
MESH may own the Site Content or portions of the Site Content may be made available to MESH through arrangements with third parties.
Except as expressly authorized by MESH in writing or in connection with your use of the intended functionality of the Software, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose.
7.2 Your Content.
You acknowledge and agree that if you contribute, provide or make available any Content to the Site (“Your Content”) as an Events Organiser, you hereby grant to MESH a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever, and to allow others to do so, without compensation to you or any other provider of Your Content.
You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and complies with all applicable laws and regulations.
In addition, events must be accurately and truthfully described when Events Organiser submits event information to the Site. If MESH determines, in its sole discretion, that Events Organiser has misrepresented an event or otherwise does not comply with these Terms and Conditions, MESH will have the right to cancel the relevant event (and all other events listed on the Site).
MESH reserves the right to remove any of Your Content from the Site at any time for any reason (Including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Your Content) or no reason.
In addition, you agree that MESH may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of MESH both on the Site and in marketing and promotional materials.
8.1 Certain Restrictions.
You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Software, including to End Users and other users of the Software. You agree not to use the Software to:
upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
harm minors in any way;
impersonate any person or entity, Including, but not limited to, a MESH representative or falsely state or otherwise misrepresent your association with a person or entity;
upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Software in a manner not permitted by these Terms and Conditions or expressly authorized by MESH (Including through the API Terms and Conditions contained at http://developer.mesh.co.ke/terms);
interfere with or disrupt the Software or servers or networks connected to the Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Software;
8.2 MESH Rights.
You acknowledge that MESH does not pre-screen any Content provided or made available by you or any third party in connection with the Software, but that MESH shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Software at any time (with or without notice) for any reason or no reason.
You acknowledge and agree that MESH may preserve your Content and may also disclose your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce these Terms and Conditions;
(c) respond to claims that any of your Content violates the rights of third parties; and/or
(d) protect the rights, property, or personal safety of MESH, its users and/or the public.
You understand that the technical processing and transmission of the Software, Including Your Content, may involve
(i) transmissions over various networks; and/or
(ii) changes to conform and adapt to technical requirements of connecting networks or devices.
You agree to defend, indemnify and hold MESH and each of its and their directors and employees, harmless from any and all damage (whether direct, indirect, Incidental, consequential or otherwise), loss, liability, cost and expense (Including, without limitation, reasonable legal and accounting fees) resulting from any claim, demand, proceedings (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a “Claim”) due to or arising out of: your Content; any connected organisations, or any of your or your connected organisations’ officers’, directors’, agents’ or employees’, use of, contribution to or connection with the Software or contravention of any rights of another; your event(s); and/or your contravention of these Terms and Conditions. MESH shall provide notice to you of any such Claim, provided that the failure or delay by MESH in providing such notice shall not limit your obligations hereunder.
MESH reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting MESH’s defence of such matter.
10. SERVICE MODIFICATIONS/SUSPENSIONS.
MESH reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Software (or any part thereof) for any reason or no reason with or without notice. MESH will not be responsible to you for a refund, in whole or part, of Service Fees for any reason.
You agree that MESH shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Software.
MESH, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Software, and remove and discard any and all of Your Content within the Software, at any time for any reason or no reason, including, without limitation, for lack of use, failure to pay on time any fees or other monies due to MESH, or if MESH believes that you have contravened or acted inconsistently with the letter or spirit of these Terms and Conditions.
You agree that any termination of your right to use the Software may be effected without prior notice, and acknowledge and agree that MESH may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Software.
Further, you agree that MESH shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Software. All provisions of these Terms and Conditions that by their nature should survive termination of your right to use the Software shall survive (Including, without limitation, all limitations on liability, releases, and indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
12. 3rd PARTY SERVICE PROVIDERS.
The Software may provide, or third parties may provide, links to other Internet websites or resources, (including but not limited to ticket printing suppliers).
Because MESH has no control over such websites and resources, you acknowledge and agree that MESH is not responsible for the availability of these websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, software or other materials on or available from such websites or resources.
You further acknowledge and agree that MESH shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, Software or other materials available on or through any such website or resource.
13. DISCLAIMER OF WARRANTIES.
THE SOFTWARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MESH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. MESH MAKES NO WARRANTY THAT:
(I) THE SOFTWARE WILL MEET YOUR REQUIREMENTS,
(II) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE,
(IV) THE SOFTWARE THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR
(V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. MESH IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SOFTWARE, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON-EVENTS ORGANISER, EVENTS ORGANISER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND MESH WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) to (V) ABOVE.
YOU ACKNOWLEDGE THAT MESH HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING END USERS’, OTHER NON-EVENTS ORGANISERS’ AND EVENTS ORGANISERS’) CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING END USERS AND EVENTS ORGANISERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION.
IN ADDITION, MESH IS NOT ASSOCIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY TICKET PRINTING SERVICE), AND MESH HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
14. LIMITATION OF LIABILITY.
Except as expressly stated in clause 14.2:
14.1 MESH Limitation of Liability
MESH liability under these Term and Conditions, for loss of or damage to the Events Organisers’ tangible property caused by the negligence of MESH, its officers, employees, contractors or agents, shall not exceed a sum equal to any Service Fees received from The Events Organiser for the provision of the Software or Services.
MESH hereby excludes all liability for negligence and the Events Organiser agrees that MESH shall have no liability for any losses or damages which may be suffered by the Events Organiser whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories:
special damage even though MESH was aware of the circumstances in which such special damage could arise;
loss of profits, anticipated savings, business opportunity or goodwill;
and loss of data;
the total liability of MESH, whether in contract, tort or otherwise and whether in connection with these Terms and Conditions or any other contract, shall in no circumstances exceed a sum equal to the Service Fees and
The Events Organiser acknowledges that no representations were made prior to agreeing to these Term and Conditions. The Events Organiser agrees that, in agreeing to these Term and Conditions, it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in these Term and Conditions.
The Events Organiser shall have no remedy in respect of any representation (whether written or oral) made to it on which it relied in entering in agreeing to these Term and Conditions and MESH shall have no liability otherwise than pursuant to the express terms of these Term and Conditions.
The exclusions in clause 13 shall apply to the fullest extent permissible at law, but MESH does not exclude liability for death or personal injury caused by the negligence of MESH, its officers, employees, contractors or agents for fraud, breach of the obligations implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982, or any other liability which may not be excluded by law.
Further, any information submitted or provided by you to the Software may be publicly accessible. You should take care to protect private information or information that is important to you.
MESH shall not be responsible for protecting any such information and is not liable for the protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. Please be aware that if you decide to disclose personally identifiable information on the Software, this information may become public.
MESH does not control and shall not be responsible for the acts of you or any other users (whether Events Organisers, End Users, other non-Events Organisers or otherwise) of the Software.
Notices to you may be made via either email or regular mail to the address in MESH’s records. The Software may also provide notices of changes to these Terms and Conditions or other matters by displaying notices or links to notices to you generally on the Software. Any notice from you to us shall be sent in writing to our mailing address at MESH, 1st Floor Procmura Building, Sports Rd, Westlands, Nairobi Kenya.
17.1 Entire Agreement.
These Terms and Conditions constitute the entire agreement between you and MESH and governs your use of the Software as an Events Organiser, superseding any prior agreements, proposals, discussions or communications between you and MESH. You also may be subject to additional terms and conditions that may apply when you use other third party Content or third party software or the Software in a manner other than as governed by these Terms and Conditions.
17.2 Choice of Law.
This licence shall be governed by and construed in accordance with the Kenyan law and each party hereby submits to the non-exclusive jurisdiction of the Kenyan courts.
No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
If any provision of these Term and Conditions are judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.