Merchant Agreement

1. Who We Are

1.1 About us

This Merchant Agreement applies to the organiser-facing services made available through socialdance.net and related organiser-branded pages, community pages, custom-domain sites, checkout flows and related platform features.

Social Dance Tech Ltd is a company incorporated in England and Wales with company number 16618392 and registered office at Belmont Suite Paragon Business Park, Chorley New Road, Horwich, Bolton, United Kingdom, BL6 6HG ("Social Dance", "we", "us" or "our").

1.2 Organiser Services

In this Merchant Agreement, "Organiser Services" means the services we make available to organisers through the platform, including:

• ticketing, registration, checkout and related transaction support services;
• organiser account, onboarding and operational services;
• organiser messaging, marketing and promotional tools, where made available;
• organiser-branded websites, event pages and community pages powered by the platform; and
• such other organiser-facing services as we may make available from time to time.

2. Our Merchant Agreement

2.1 Purpose and scope

This Merchant Agreement sets out the terms on which you may use the Organiser Services.

When this Merchant Agreement refers to "Organiser", "you" or "your", it means the person or entity using the Organiser Services.

This Merchant Agreement is in addition to and forms part of the socialdance.net Terms of Service, Privacy Policy, Cookie Policy and any other policies or commercial terms we notify to you from time to time. If there is any inconsistency between this Merchant Agreement and the Terms of Service in relation to organiser payment, refund, fee or merchant matters, this Merchant Agreement shall prevail to the extent of that inconsistency.

By registering as an Organiser or using any Organiser Services, you agree to be bound by this Merchant Agreement.

3. Eligibility for Organiser Services

3.1 Eligibility

To use the Organiser Services, you must:

• have full power and authority to enter into this Merchant Agreement on your own behalf or on behalf of the entity using the Organiser Services;
• comply with our Terms of Service, this Merchant Agreement and all applicable laws;
• provide truthful, accurate and complete information; and
• where required, review and agree to any applicable third-party payment processing terms, including Stripe terms.

We may approve or refuse registration for the Organiser Services. Any limitation, suspension or termination following registration shall be governed by Clause 4.

3.2 Additional registration data

After registration, we may require further information about you, your business, your beneficial owners, your events, your bank account or other payout method, your tax status, your website, your identity documents, or other compliance-related information.

You must provide such information promptly and keep it accurate and up to date.

3.3 Verification and disclosure authorisation

You authorise us to verify your registration and compliance information, including through third parties, payment service providers, banks, fraud prevention providers and credit or identity verification agencies where lawful.

You also authorise us to share relevant organiser, event and transaction information with our payment processing partners and other service providers to the extent reasonably necessary to provide the Organiser Services.

3.4 Failure to provide information

You are not entitled to receive any payouts or settlement of any sums through the platform unless and until all required registration, payout and compliance information has been provided and remains accurate and complete.

If you fail to provide required information, or if we reasonably believe any information is inaccurate, incomplete or misleading, we may suspend your account, withhold payouts, restrict your access to the Organiser Services, or terminate this Merchant Agreement.

3.5 Prohibited merchants, events and transactions

You must not use the Organiser Services if you are, or become, a person or entity that is subject to applicable sanctions, prohibited merchant restrictions, payment scheme restrictions, or other legal or regulatory prohibitions relevant to the Organiser Services.

You must not use the Organiser Services for:

• unlawful, fraudulent or misleading activity;
• events, goods or services that breach applicable law;
• prohibited, restricted or high-risk categories under applicable payment processor or card scheme rules;
• pornographic or sexually explicit content or services;
• illegal gambling, betting or raffles where not lawfully permitted;
• unlawful drugs, unlawful weapons or other illegal goods or services;
• transactions unrelated to genuine events, registrations, donations or directly related offerings made through the platform; or
• any event, product, service or activity that we reasonably consider unsafe, inappropriate, high-risk or incompatible with the platform.

If we determine that you are a prohibited merchant, that you are offering a prohibited event, or that you are processing or attempting to process a prohibited transaction, we may immediately limit, suspend or terminate your access to the Organiser Services and withhold or recover funds to the extent permitted by law.

4. Suspension and Termination of Organiser Services

4.1 Suspension and termination

We may limit, suspend, restrict or terminate your access to the Organiser Services, your event listings, your organiser pages, your ability to receive payouts, or your use of any specific feature only where reasonably necessary to:

• comply with applicable law, court order, regulatory direction or payment processor requirement;
• prevent or address fraud, security threats, unlawful activity or material abuse of the platform;
• address a breach of this Merchant Agreement, the Terms of Service or any applicable policy;
• address your failure to pay sums properly due to us; or
• manage identifiable financial, operational or reputational risk connected with your use of the Organiser Services.

Except where immediate action is reasonably necessary, we will provide you with prior written notice of the action taken, the grounds for it and, where the issue is capable of remedy, a reasonable opportunity to cure it.

Any restriction or suspension shall be proportionate to the identified risk and limited in scope and duration to what is reasonably necessary.

4.2 Effect of termination

If your access to the Organiser Services is terminated:

• your right to use the Organiser Services ends immediately;
• all unpaid fees and amounts due to us become immediately payable;
• we may continue to hold or reserve funds to cover refunds, chargebacks, disputes, customer complaints, unpaid fees, legal claims and other liabilities; and
• we shall have no obligation to continue to provide Organiser Services after termination.

4.3 Survival

Any provision of this Merchant Agreement which by its nature should survive termination shall survive, including provisions relating to fees, refunds, chargebacks, indemnities, collections, liability, governing law and dispute resolution.

4.4 Access to organiser data following suspension or termination

Subject to fraud, security, legal or regulatory concerns, the Organiser may, for a reasonable period following suspension or termination, request export of organiser-owned customer, attendee and transaction data held through the platform in a commonly used electronic format.

Where access to platform functionality is suspended, this will not automatically prevent reasonable access to historical organiser-owned data, unless continued access would create material fraud, security, legal or regulatory risk.

4.5 Review of suspension, reserve and withholding decisions

An Organiser may request internal review of any material suspension, reserve, withholding or payout restriction imposed under this Merchant Agreement.

Following such request, we will review the relevant decision within a reasonable period and will provide a written response summarising whether the decision is maintained, amended or lifted, subject to legal, fraud prevention, security and confidentiality constraints.

5. Payment Processing

5.1 Payment processor partners

To facilitate payments through the platform, we may use third-party payment processors, acquiring partners and related service providers.

You acknowledge that your use of payment-related Organiser Services may be subject to separate third-party terms, including Stripe connected account or services terms, and you agree to comply with them where applicable.

5.2 Seller and merchant of record

The seller and merchant of record for a transaction will be identified at checkout, in the order flow, on the confirmation page, in the confirmation email, or in other relevant purchase documentation.

Where the Organiser is identified as the seller or merchant of record:

• the customer contracts directly with the Organiser;
• the Organiser is responsible for fulfilment, refunds, chargebacks, taxes, payment processor compliance and legal compliance relating to that transaction; and
• we act only as the platform provider and related service provider, unless expressly stated otherwise.

Where Social Dance is identified as the seller or merchant of record:

• the customer contracts with us for that transaction;
• we are responsible for the customer-facing transaction processing aspects of that transaction, subject to this Merchant Agreement and applicable law; and
• the Organiser remains solely responsible for the underlying event, class, content, product or service, including its delivery, operation and lawfulness.

Organisers will always be the merchant of record the first time that a given customer transacts with them. Following that first transaction, Social Dance shall have the right to be the merchant of record on 1 single transaction. Other than that single transaction, the Organiser shall be the merchant of record on all other transactions, unless Organiser gives express written consent indicating otherwise.

5.3 Payouts

Where the Organiser is the merchant of record for a transaction, cleared transaction proceeds will generally be settled directly to the Organiser's connected Stripe account in accordance with the applicable payment flow and Stripe's payout processes.

Where Social Dance is the merchant of record for a transaction, we will generally release the relevant cleared funds to the Organiser within 24 hours after the relevant event has concluded, subject to this Merchant Agreement and any lawful deduction, reserve, withholding, fraud, abuse, compliance, refund or risk concern.

All payouts are subject to our rights of deduction, withholding, reserve, set-off and recovery under this Merchant Agreement. Where payout is delayed, withheld or made subject to reserve, we will provide a written explanation on request.

5.4 Incorrect payout information

We and our payment processor partners may rely on the payout and account details you provide.

If any payout method, bank account or payment information you provide is incorrect, incomplete or outdated, you are responsible for all resulting losses, delays, costs and claims, and you must reimburse us on demand for any such amounts.

5.5 Chargebacks and reversals

The Organiser is responsible for chargebacks, reversals, refunds, payment disputes, fraud losses and related costs arising directly from the Organiser's events, products, services, conduct or breach of this Merchant Agreement. Social Dance shall remain responsible for losses arising directly from its own fraud, wilful misconduct, payment processing error, or material breach of this Merchant Agreement.

Where we manage or respond to a chargeback, dispute or reversal relating to your transactions, we may do so in our discretion, and you shall promptly provide such cooperation and evidence as we reasonably request.

You must not encourage or permit customers to file chargebacks instead of seeking resolution through the platform or your published refund policy.

5.6 Payment scheme rules

You must comply with all applicable card scheme, payment processor and alternative payment method rules relevant to your use of the Organiser Services.

We may update this Merchant Agreement or impose operational requirements to reflect such rules and any changes to them.

5.7 Treatment of funds

Where payment processing is provided through Stripe Connect or a similar payment arrangement, transaction funds may be received, held and settled through the relevant payment provider rather than being held by Social Dance directly. Social Dance will use commercially reasonable measures to ensure that organiser funds are handled through appropriate payment processing arrangements and in accordance with applicable law and payment processor requirements.

Upon reasonable request, we will provide general information about payout arrangements, reserve practices and the role of the relevant payment provider in handling transaction funds.

Nothing in this clause creates a trust relationship or means that Social Dance holds funds on trust for the Organiser unless expressly stated otherwise in writing.

6. Marketing Services

6.1 General

We may make available marketing, promotional and messaging tools as part of the Organiser Services.

These services may include organiser email tools, customer messaging, campaign tools, social sharing tools, audience tools and similar features, where available.

6.2 Messaging and marketing compliance

If you use any organiser messaging or marketing tools, you agree that:

• you have the right and lawful basis to contact the recipients concerned;
• your use of the tools complies with all applicable laws relating to privacy, electronic marketing, spam and consumer protection;
• you will only use such tools in connection with your own genuine events, services or related offerings made through the platform;
• you will not use misleading headers, deceptive subject lines or unlawful marketing content;
• you will honour opt-outs and unsubscribe requests promptly; and
• you will provide a functioning unsubscribe mechanism where required by law.

6.3 Third-party platforms and integrations

Where marketing services or promotional tools interact with third-party platforms, networks or accounts, you are solely responsible for complying with the relevant third-party terms, platform rules and advertising policies.

We are not responsible for any refusal, rejection, suspension or restriction imposed by a third-party platform.

6.4 No guarantee of results

We do not guarantee the performance of any marketing or promotional service, including any number of views, impressions, clicks, conversions, sales, registrations or attendees.

7. Fees, Deductions and Reserves

7.1 Fees

You must pay all applicable fees for the Organiser Services, including:

• subscription fees;
• per-ticket, per-registration, per-order or transaction fees;
• payment processing fees, where applicable;
• marketing service charges, where applicable; and
• any other fees, charges or commercial amounts notified to you on the pricing page, during onboarding, in product settings, in checkout configuration, or otherwise by us.

Where the platform allows certain customer-facing transaction fees to be shown as a separate line item at checkout, this does not reduce your responsibility for the applicable fees under this Merchant Agreement.

7.2 Deductions and set-off

We may deduct from sums otherwise payable to you any amounts you owe to us or that we reasonably require in connection with:

• refunds, reversals or chargebacks;
• fraud, suspected fraud or abuse;
• customer complaints or disputes;
• breach of this Merchant Agreement or any other agreement with us;
• fines, penalties, processor action or compliance risk;
• legal or regulatory requirements;
• protection of us, customers, payment providers or the integrity of the platform; or
• any other sums due from you to us.

Any deduction, withholding or set-off exercised by us shall be limited to amounts reasonably and demonstrably related to the relevant liability, dispute or anticipated exposure.

Our set-off rights may be exercised against payouts relating to the same event or different events, and against current or future sums otherwise due to you. We will provide written notice of any material deduction or withholding and will release any undisputed amounts without unreasonable delay.

7.3 Reserves

We may establish a reasonable reserve or withhold all or part of transaction proceeds only where objectively justified by identifiable refund risk, chargeback exposure, fraud risk, customer complaints, payment processor requirements, legal exposure or other material risk relevant to your use of the Organiser Services.

We may continue to hold reserves after an event has concluded and after your account is terminated for only for so long as reasonably necessary to cover actual or reasonably anticipated liabilities.

7.4 Overdue sums

Any overdue sum you owe to us under this Merchant Agreement shall accrue interest from the due date until payment in full at the lesser of:

• 1% per month, compounded monthly; or
• the maximum rate permitted by law.

8. Refunds

8.1 Refund policy

You must maintain and publish a clear refund policy for each event, product or service offered through the Organiser Services.

Your refund policy must comply with applicable law and any refund policy requirements we notify to you from time to time.

8.2 Responsibility for refunds

Where the Organiser is the merchant of record, the Organiser is legally responsible for refunds, cancellations, postponements, material changes, chargebacks and related customer remedies.

Where we are the merchant of record, we will generally deal with refunds and customer remedies in line with:

• your published refund policy;
• applicable law; and
• our fraud, abuse and risk controls.

8.3 Refunds after payout

If we are the merchant of record on a transaction and a customer is refunded after we have already released the relevant funds to you, you must repay that amount to us within 7 days of our request.

We may recover or claw back that amount by:

• deducting it from any Stripe balance or other payment balance connected to your use of the platform, to the extent permitted;
• deducting it from future sales, payouts or other sums otherwise due to you;
• issuing an invoice to you; or
• taking legal action to recover the amount.

8.4 Event cancellations, postponements and material changes

Where an event is cancelled, postponed or materially changed, the applicable seller or merchant of record will determine the remedy to be offered, subject always to applicable law and any mandatory consumer rights.

8.5 Platform issued refunds

We may issue or facilitate refunds, credits, reversals or other customer remedies without the Organiser's prior approval only where reasonably necessary to:

• comply with applicable law or payment processor requirements;
• address suspected fraud or unauthorised transactions;
• protect customers from clear and material harm; or
• enforce this Merchant Agreement or other platform policies where urgent action is reasonably required.

Except in urgent circumstances, we will consult with the Organiser before issuing a discretionary refund, credit or reversal for which the Organiser may be asked to reimburse us.

Where we seek reimbursement from the Organiser, we will provide reasonable supporting information for the relevant refund, credit or reversal.

8.6 Donations

Donations are generally non-refundable unless required by law or expressly stated otherwise at the point of transaction.

9. Taxes

You are solely responsible for determining, collecting, reporting and remitting all taxes, levies, duties and similar charges arising from your events, sales and use of the Organiser Services, except for taxes on our own income.

You must provide any tax information we reasonably request and ensure it is accurate and complete.

Where we are required by law to collect, report, remit or withhold taxes in connection with your use of the Organiser Services or your transactions, we may do so and may deduct or recover the relevant amount from sums otherwise payable to you.

If any tax authority requires us to pay taxes, penalties, interest or related costs attributable to your events, transactions or tax information, you must promptly reimburse us on demand, except to the extent caused solely by our own error.

10. Warranty Disclaimers

The Organiser Services are provided on an "as available" basis. However, Social Dance shall use reasonable skill and care in providing the Organiser Services and in maintaining commercially reasonable security, operational and payment-processing standards.

To the fullest extent permitted by law, we disclaim all implied warranties and conditions, including merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Organiser Services will be uninterrupted, secure, error-free, suitable for your purposes, or successful in marketing or promoting you or your events.

We are not responsible for the acts or omissions of any third parties, including payment processors, card schemes, acquirers, hosting providers, advertising platforms or other service providers except to the extent that loss arises directly from our own breach, negligence or wilful misconduct.

11. Indemnification and Limitation of Liability

11.1 Indemnity

The Organiser shall indemnify and keep indemnified Social Dance Tech Ltd, its group companies and their respective officers, employees, contractors and agents against all losses, liabilities, damages, costs, claims, demands, actions and expenses (including reasonable legal fees) arising out of or in connection with:

• the Organiser's breach of this Merchant Agreement, the Terms of Service or applicable law;
• the Organiser's unlawful conduct, negligence or wilful misconduct;
• the Organiser's events, products, services, content or conduct;
• the Organiser's refunds, chargebacks, customer disputes or complaints;
• the Organiser's marketing activities, including unlawful electronic marketing;
• the Organiser's infringement of any third-party rights;
• injury, death, property damage or other loss arising from the Organiser's events or services; or
• any tax, regulatory or compliance liability arising from the Organiser's use of the Organiser Services.

The Organiser shall not be liable to indemnify Social Dance to the extent that the relevant claim, loss or liability arises from Social Dance's own negligence, breach, fraud or wilful misconduct.

11.2 Limitation of liability

Nothing in this Merchant Agreement excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• wilful misconduct;
• breach of data protection obligations; or
• any liability that cannot lawfully be excluded or limited.

Subject to the above, neither party shall be liable for any indirect, incidental, special, consequential or punitive loss, or any loss of profit, revenue, goodwill, business, data, anticipated savings or opportunity.

Subject to the above, Social Dance's total aggregate liability under or in connection with this Merchant Agreement shall not exceed the total fees paid or payable by you to us under this Merchant Agreement in the 12 months preceding the circumstances giving rise to the claim.

12. Representations and Warranties

You represent and warrant that:

• you are duly organised, validly existing and in good standing, where applicable;
• you have all necessary power and authority to enter into and perform this Merchant Agreement;
• entering into and performing this Merchant Agreement will not cause you to breach any law, regulation, court order or binding agreement;
• all information you provide to us is accurate, complete and not misleading;
• you have all necessary rights, licences, permissions and consents to use the content, branding, data and materials you provide through the Organiser Services; and
• your use of the Organiser Services and your events, products and services will comply with applicable law.

13. Non-Exclusive Remedies and Collections

Our rights and remedies under this Merchant Agreement are cumulative and non-exclusive.

If you owe us any amount under this Merchant Agreement, we may, to the extent permitted by law:

• withhold or set off sums otherwise payable to you;
• invoice you for the relevant amount;
• charge interest on overdue amounts;
• pursue collection and recovery action; and
• take legal proceedings.

You must reimburse us on demand for all reasonable out-of-pocket costs incurred in recovering overdue sums, including legal fees and enforcement costs.

14. Miscellaneous

14.1 Entire agreement

This Merchant Agreement, together with the Terms of Service, Privacy Policy, Cookie Policy and any other policies or commercial terms expressly incorporated into it, constitutes the entire agreement between you and us in relation to the Organiser Services, save where a separate written agreement signed by both parties applies.

14.2 Force majeure

We shall not be liable for any delay or failure to perform caused by circumstances beyond our reasonable control, including acts of God, war, terrorism, civil disorder, industrial action, failure of telecommunications or internet services, payment network outages, epidemics, pandemics, natural disasters or failures of third-party infrastructure.

14.3 Assignment

You may not assign, transfer or subcontract your rights or obligations under this Merchant Agreement without our prior written consent.

We may assign or transfer our rights or obligations under this Merchant Agreement only as part of a bona fide intra-group reorganisation, merger, financing restructure, sale of substantially all relevant business assets, or similar corporate transaction, provided that such assignment or transfer does not materially reduce the Organiser's rights under this Merchant Agreement.

14.4 No partnership or agency

Nothing in this Merchant Agreement creates any partnership, joint venture, employment relationship or general agency between you and us.

Where we act as your limited payments agent for specific payment processing functions, that agency is limited strictly to those functions and does not create any broader agency relationship.

14.5 Severance

If any provision of this Merchant Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.6 No waiver

No failure or delay by us in exercising any right or remedy shall operate as a waiver of that right or remedy.

14.7 Third party rights

A person who is not a party to this Merchant Agreement shall have no right to enforce any term of it, except where expressly provided.

14.8 Notice of change of the Merchant Agreement

We may amend this Merchant Agreement from time to time. Where a change is material, we will give at least 30 days' prior notice before the change takes effect, unless a shorter period is required by law, regulation or payment processor requirements. If you do not accept a material adverse change, you may stop using the Organiser Services and terminate this Merchant Agreement before the change takes effect.

14.9 Service availability / maintenance transparency

We will use reasonable efforts to maintain the availability of the Organiser Services and to minimise unplanned interruptions. Where practicable, we will give reasonable notice of planned maintenance that is likely to have a material effect on the Organiser Services. We will also use reasonable efforts to communicate significant service disruptions affecting organisers. Nothing in this clause creates a service level agreement or guarantees uninterrupted availability.

15. Governing Law and Jurisdiction

This Merchant Agreement and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Merchant Agreement.