4 August 2021 Hits: 24 Edit Published Article
Touchstone Productions Ltd, is a registered company with main operations located at 19 Carmel Road, Kingston 8, Jamaica. When this Merchant Agreement mentions “Company,” “Touchstone Productions”, “Touchstone”, “We,” “Us,” or “Our” it refers to Touchstone Productions Ltd, its “Affiliates”, and “Subsidiaries”, and their respective officers, directors, agents, partners and employees. An “Affiliate” means any person or entity that controls, is controlled by, or that is under common control with, whether as of the date of your agreement to this Merchant Agreement or thereafter. For purposes of this Agreement, “control” means ownership or control, directly or indirectly, of more than 20% of the outstanding voting stock of an entity, or otherwise possessing the power to direct the management and policies of an entity.
Touchstone Productions Ltd. products and services are available online through touchstoneproductionsltd.com as well several Affiliates and Subsidiaries including Touchstone Link which is an Affiliate of Touchstone Productions Ltd and which provides online services through touchstonelink.com and as well as, without limitation, the subdomains; touchstonelink.com/fete, touchstonelink.com/give, touchstonelink.com/meet and touchstonelink.com/shop.
Services online and offline include, but not limited to, conference registration and management (virtual and physical), event ticket sales and promotion, collection of donations, sale of physical products and various services offerings including but not limited to access management, event management, event sponsorship, event production and marketing. Collectively referred to as our “Services”, “Projects” “Activities”.
Organizers and Consumers.
When this Merchant Agreement uses the term “Organizer”, “Promoter”, we mean event creators, and their “Affiliates, “Subsidiaries”, and their respective officers, directors, agents, partners and employees, using the Services to create, list or promote events for individuals, businesses or groups, using our Services, to consume information about, or to purchase tickets/registrations and other miscellaneous items for events or any other reason, from the Organizers (“Consumers”). Organizers, Promoters and their respective officers, directors, agents, partners and employees, using our Services are all referred to in this Merchant Agreement, collectively as “Users”, “you” “your” or “yourself”.
Our Merchant Agreement.
As part of the creation of a paid event or at any time following such creation, you may be required to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, “Additional Registration Data”). As an example, the Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or driver’s license number, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services for paid events. You agree to provide this information in a timely, accurate and complete manner, and to maintain and update this information in a timely manner, to ensure it remains accurate and complete at all times.
We will utilise Touchstone Payment Processing methods to process payments from Consumers for event registration fees, including, without limitation, ticket face value, Touchstone Service Fees, Touchstone Payment Processing Fees, taxes, and royalties, and any other applicable fee, from ticket, sales, registration fees, donations, or other items, solicited via Our Services, on behalf of Promoters through the Payment Processing methods defined below:
You agree that no additional fees, excepting those included and agreed upon through this Merchant Agreement, will be charged to Consumers, and that these agreed upon fees will be consistent across all payment methods.
To provide the Touchstone Payment Processing Service, Touchstone utilizes third party gateways, payment processors, merchant acquirers and/or merchant acquiring banks with which we have relationships (collectively, “Payment Processing Partners”) and both Promoters and Touchstone are subject to the rules and regulations of such Payment Processing Partners.
Touchstone will create a report that will show you the proceeds for your events in your Touchstone account and that balance reflects the amount of the Event Fees collected through a third-party payment service or by our Payment Processing Partners.
Upon receipt of an online payment from each Consumer, Touchstone generates a confirmation message and order and issues a unique confirmation number for the specific order. The Consumer will be able to also print ticket(s) which will be generated with a unique barcode number. You agree to unconditionally accept, honour, and fulfil all ticketing, registration, merchandise and donation commitments that have been confirmed by Touchstone through the Services. It is Your responsibility to verify a Consumer’s confirmation prior to allowing entry to the applicable event.
Regardless of the payment processing option elected, the Promoter agrees to pay Touchstone applicable service fees for each ticket, registration or other item sold or donation solicited via the Services (the “Touchstone Service Fee”). The Promoter also agrees to pay Touchstone an additional Touchstone Payment Processing fee for each ticket, registration or other item sold or donation solicited via the Services. The Promoter may elect to include these Fees in the face value, or to add these fees to the face value of the ticket, registration or other item sold or donation solicited via the Services. The current fees can be found here. Note that these fees are subject to change from time to time with respect to transactions that occur following the change.
In addition, the Promoter may from time-to-time request additional Services from Touchstone, including without limitation marketing and promotion services, equipment renting, on-site services, printed tickets and dedicated account management, which Touchstone may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such “Auxiliary Services” will be quoted to the Promoter on a case-by-case basis and must be accepted by the Promoter before Touchstone’s delivery of such Services. The Touchstone Service Fee, the Touchstone Payment Processing Fee and the “Auxiliary Fees” are referred to herein as the “Fees”
Touchstone may charge various fees to Consumers that are not passed on to Promoters, related to ticket sales, processing, handling, and access to various Touchstone content and services. We have sole discretion to set and assess such fees.
For risk management and security reasons, and to meet the requirements imposed by our Payment Processing Partners, we may from time to time in our discretion impose a transaction limit on the amount of any given transaction that you process through Our Payment Processing service, and may reject any transaction over that limit. Touchstone also reserves the right to hold back a percentage of all monies collected from Consumers for Event Registration Fees, which Touchstone, in its sole discretion believes is reasonable, and this percentage will be held on reserve to cover any amounts for refunds and charge-backs.
When using Touchstone Payment Processing, Touchstone will pass on to you, all Event Registration Fees collected on your behalf for Your event. You understand and agree that this payment will be made to you, subject to deduction of all applicable Fees then due to Touchstone and within ten (10) business days after the successful completion of an event.
We may exercise such set-off rights before we make any payment to you. We are not liable to you for any claims resulting from our decision to exercise our set-off rights. You understand that we may also debit your Event Registration Fees if Touchstone incurs any legal fees, (including, without limitation, collection agency fees, reasonable attorneys’ and court fees), incurred through your seeking to attach any wrong doing to Touchstone or if you do not pay to Touchstone upon request, any amount required to paid by you under this Agreement.
Payments will be made only to the payout information designated by you on the Payout Agreement which is attached to Our Organizer Application. Payments are made by RTGS or ACH. You have the responsibility to ensure that any bank account number you provide to Us is accurate. You agree that We may rely solely on, and are entitled to make payment to the bank account number you provide to Us as the proper identification of your bank account, even if the bank account number identifies a different account from your account. You also agree to reimburse us for any losses or expenses We incur as a result of our reliance on any bank account number you provide to Us.
Our Payment processing may allow you to accept payments from card-based payment networks, such as Visa® and MasterCard® (collectively, the “Card Schemes”), and non-card-based payment networks such Bank Transfers and other alternative forms of payment such as PayPal, (the “Alternative Form of Payment Frameworks”).
With respect to any events for which you use Touchstone Payment Processing, you appoint Touchstone as your limited payment agent, as it relates to the purpose of facilitating the receipt of payments made by Consumers for your events, through our Payment Processing Partners, and the disbursement of those payments to you. You agree that a payment made by a Consumer that is processed by Touchstone will be considered the same as a payment made by a Consumer directly to you. You will provide all advertised goods and services to the Consumer as if the you had directly received the Event Registration Fees from such Consumer, regardless of whether you have yet received the Event Registration Fees from Touchstone.
You agree that Touchstone, in its role as limited payments agent, is authorized to enable Consumers to transfer or upgrade a ticket and/or registration, (if such transfers are permitted by you during the event registration process). You also agree that Touchstone may hold, disburse and retain proceeds on your behalf pursuant to this Merchant Agreement, issue refunds to Consumers as set forth in the refund policy, and manage credit card chargebacks as outlined in Section 13 below.
In accepting appointment as the limited agent of the Promoter, Touchstone assumes no liability for any acts or omissions of the Promoter and the Promoter understands that Touchstone’s obligation to pay the Promoter is subject to, and conditional upon, Consumers’ actual payment of the Event Registration Fees.
You agree that all Event Registration Fees for a given event are earned only following the conclusion of the applicable event. Touchstone may, in its sole discretion, agree to advance you a portion of the Event Registration Fees before ten (10) business days after the successful completion of an event, however this to be based on additional specific terms and conditions set forth in a separate agreement relating to these payments, specifically made between you and Touchstone.
Any credit card chargebacks or other transaction reversals (“Chargebacks”), relating to the Promoter’s event and initiated against Touchstone or its affiliates for any reason (except to the extent they are caused solely by Touchstone’s negligence or wilful misconduct), and all related fees, penalties and other related expenses incurred by Touchstone or its affiliates in connection with such chargebacks, (“Chargeback Costs”), in addition to the amount of the Chargeback, will ultimately be the responsibility of the Promoter, and the Promoter agrees to promptly and fully reimburse Touchstone for such amounts on demand.
As part of Touchstone services as limited payments agent Touchstone will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Promoter and the Promoter authorizes Touchstone to do so, and agrees to use reasonable efforts to cooperate with Touchstone in such re-presentment. Touchstone will have no obligation to re-present any chargeback that it believes, in its discretion, is more likely than not to lose, or that relates to a transaction that should be refunded in accordance with the Promoters refund policy
Notwithstanding the above, all communications and disputes regarding chargebacks are between the Promoter and the Consumer, and Touchstone will not be responsible or liable in any way for chargebacks issued in the course of the use of our Service.
Touchstone will provide the Payment Processing Service for certain currencies listed here. In addition, Event Registration Fees collected in a currency may only be paid out to the Promoter in the currency in which they are collected.
The following additional terms apply to the extent you use the corresponding payment option:
Partial Payments – The Promoter may use Touchstone’s Partial Payments functionality, upon Touchstone’s prior approval. If the Promoter elects to use such functionality, the Promoter agrees to display all notices required by and to comply in all respects with all applicable rules and regulations, including with respect to consumer cancellations and refunds. The number of instalments may not exceed xxxx(x). Touchstone reserves the rights to charge additional fees to the Promoter in the event that the Promoter elects to use the Partial Payments functionality. Touchstone will deliver statements to the Consumer after receipt of each Partial Payment and on receipt of the final payment, will update the Consumer’s account from Pending to Paid, and deliver a receipt showing full payment to the Consumer. Once the payment status is updated to Completed, the Consumer will be sent a ticket to be validated at the event.
Bank Transfer – Touchstone offers Bank Transfer as an option in Our Payment Processing Service. If the Consumer selects Bank Transfer on registration for the event, Touchstone will deliver an order confirmation with the Bank Transfer instructions and which displays the relevant bank account information to which the Consumer should make payment. Once it is confirmed by Touchstone that the Consumer has made full payment, and the Consumer Account has been updated from Pending to Completed, Touchstone will deliver a validated ticket to the Consumer.
Regardless of what payment method is selected, the Promoter agrees to communicate a refund policy to Consumers with respect to each event posted on the Services. The Promoter agrees that such policy shall comply with the Organizer Refund Policy Requirements, and to administer the refund in accordance with terms of the refund policy.
The Organizer Refund Policy Requirements are incorporated by reference into this Merchant Agreement.
Refunds to Consumers may be made on behalf of the Promoter directly through Our Services within certain windows permitted by our Payment Processing Partners. If the refund is outside such windows, then it will need to be processed manually by Us or by the Organizer, as applicable. We may determine in Our sole discretion not to process any manual refunds, in which case, they will be processed directly by the Organizer.
Notwithstanding the fact that we are able to process refunds on behalf of Organizers through the Touchstone platform, you bear the sole responsibility for refunds associated with your event, to Consumers. Consistent with the Consumer Refund Policy Requirements, refunds that you are responsible for due to the cancellation or non-performance of an event, are subject to the following refund requirements:
Regardless of which payment method is selected, all disputes regarding refunds are between the Organizer and its Consumers. In the event of a dispute, Touchstone may try to mediate, but ultimately it is the Organizer’s obligation to settle the dispute.
Because all sales are ultimately made by Organizers, the Organizer hereby agrees to promptly and fully reimburse Touchstone and its affiliates upon demand for refunds that Touchstone makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by Touchstone’s negligence or wilful misconduct.
Organizer acknowledges and agrees that chargebacks will result in losses to Touchstone in excess of the amount of the underlying transaction and that by refunding transactions in advance of a potential chargeback Touchstone is mitigating such losses and its damages with respect to Organizer’s breach of this Merchant Agreement.
Should the Organizer’s Touchstone Account balance be insufficient to cover these costs, Touchstone will send an invoice to the Organizer for such amounts, in which case the Organizer will pay Touchstone such invoiced amounts within thirty (30) days after the date of the invoice.
If payment for any amounts due to Touchstone is not made by Organizer when due and after receiving a late payment notice from Touchstone, Touchstone reserves the right, in its discretion, and without limiting its other rights and remedies, to suspend or terminate the Organizer’s registration for any Services provided by Touchstone (including any and all accounts that Organizer may have). In addition, any such unpaid amounts due and owing to are subject to collections in accordance with the section below.
You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Services, and to sales made using the Services. You agree that it is your sole responsibility to collect and remit the correct amounts of all such Taxes to the applicable governmental authorities (“Tax Authorities”). Touchstone does not represent, warrant or guarantee that any tax tools or tax calculators (“Tax Tools”) provided to you will meet all tax requirements that may be applicable to you or that such Tax Tools will result in your collection or remittance of all applicable Taxes. Taxes may vary based on the nature of your event, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your Consumers, credits and deductions for which you may qualify and other factors, and you hereby release Touchstone from any and all liability with respect to your use of the Tax Tools that may be provided.
If you do collect Taxes and use Touchstone Payment Processing to collect them, We will pay such amounts to you at the same time as the underlying Event Registration Fees. You are responsible for remitting all such Taxes to the appropriate Tax Authorities. If You use any Tax Tools that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. Touchstone cannot give you legal or tax advice, so please be sure to check with Your own tax advisor about any applicable Taxes. In the event that a Tax Authority requires Touchstone to pay any Taxes attributable to your use of the Services or to sales you make using the Services, you agree to promptly and fully reimburse Touchstone for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
To comply with sales tax regulations of Jamaica, Touchstone may be required to collect General Consumption Tax (“GCT”) on the Touchstone Service Fee for paid tickets or registrations sold on or through the Touchstone Payment Processing Service, by Organizers and remit any such GCT collected to the relevant tax authority. In such cases Touchstone will collect these Taxes in addition to the Touchstone Fees, and you agree that these Taxes will be paid to Touchstone along with the Touchstone Fees. With the exception of Taxes on Touchstone Fees collected and remitted pursuant to this paragraph, you remain responsible for collecting and remitting the correct amount of any Taxes that apply to your use of the Services and to sales you make using the Services.
By registering for the Services and accepting this Merchant Agreement, you represent and warrant that you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to access each Card Scheme and each Alternative Form of Payment is not presently revoked or suspended. If you fall into this category, as determined by Touchstone in its discretion, you are a “Prohibited Merchant.”
You may not post events to the Services or engage in activities through the Services that:
You may not use Touchstone Payment Processing to facilitate payment for any of the following transactions, and you represent and warrant that you will not submit such payments for processing through the Services:
In addition to the representations and warranties contained herein, you represent and warrant to us that:
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