Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the Cirkle platform, including our website at cirkl3.com, our mobile applications, and all related services (together, the "Platform").

The Platform is operated by TEETECH LIMITED (RC 9838377) ("Cirkle", "we", "us", "our"), a company registered in the Federal Republic of Nigeria with its registered office at No. 10 Abdulkareem Adisa Close, Guzape, FCT, Nigeria.

By creating an account, purchasing a ticket, applying as a vendor, publishing an event, or otherwise using the Platform, you agree to these Terms. If you do not agree, do not use the Platform.

These Terms should be read together with our Privacy Policy, Cookie Policy, Marketplace Policy, Refund and Cancellation Policy, and, where you act as a vendor, the Vendor Agreement. Together these form the agreement between you and Cirkle.

Cirkle is a marketplace and software platform for events. We provide technology that allows:

• Event organisers (also called planners) to create events, sell tickets and stalls, accept vendor applications, and manage entry.
• Attendees to discover events and purchase tickets, which are issued as scannable digital passes.
• Vendors to apply for stalls or vendor packages at events, and to manage their own stock and sales records.

Cirkle is not the organiser of any event listed on the Platform, is not the seller of any goods or services offered by vendors, and is not an employer, ticket agency, insurer, or venue operator, unless we expressly state otherwise in writing.

Contracts for attendance at an event, and for goods or services sold at an event, are between you and the relevant organiser or vendor. Cirkle facilitates the transaction and payment but is not a party to that contract.

You must be at least 18 years old to create an account, purchase tickets, publish events, or apply as a vendor on Cirkle. By using the Platform you confirm that you meet this requirement.

Accounts are created and secured through our authentication provider, Clerk. You are responsible for keeping access to your email address and authentication method secure, and for all activity that takes place under your account.

You agree to provide accurate information and to keep it up to date. Providing false information may result in suspension or termination.

You may hold more than one role on the Platform. The same account may buy tickets, run an organisation as a planner, and apply as a vendor. Your permissions are determined by your relationships on the Platform, not by a single fixed role.

An account may create or join a planner organisation (a "tenant"). The person who creates it becomes its owner.

Organisers may create events as drafts at no cost. Publishing an event to the public marketplace requires an active Cirkle subscription.

Organisers are responsible for:

• The accuracy of all event information they publish, including dates, venue, pricing, and what a ticket entitles the holder to.
• Honouring valid tickets and passes issued through the Platform.
• Setting and communicating their own terms for vendors at their events.
• Notifying attendees and vendors of cancellations, postponements, or significant changes.
• Ensuring the event complies with all applicable laws, licences, venue rules, and safety requirements.
• Any refunds owed to their attendees or vendors (see the Refund and Cancellation Policy).

Where an organiser changes the start date of a published event, the Platform records the change and displays the original and revised dates to ticket holders.

Vendors apply to organisers through application forms that each organiser creates for their event. Applications may require acceptance of that organiser's own vendor terms, which are separate from these Terms.

Approval is at the organiser's discretion. Where an application is approved, the vendor is given a limited period, currently 72 hours, to complete payment for the stall or vendor package. If payment is not completed in that period the reservation may lapse and the space may be released.

Vendors pay organisers for space at events through the Platform. Cirkle does not currently make payouts to vendors. The organiser receives the listed price for the stall or vendor package in full. Cirkle's fee is added to the amount the vendor pays at checkout and is shown to the vendor before payment.

Organisers may remove an approved vendor from their event. Where this happens, gate passes issued to that vendor are revoked. Any refund in those circumstances is a matter between the vendor and the organiser.

Further vendor obligations are set out in the Vendor Agreement.

Tickets, stall bookings, and vendor packages purchased through the Platform are issued as digital passes containing a secure, signed QR code.

Passes are personal to the purchase and are intended for use at the specific event for which they were issued. A pass presented at a different event, or a pass that has already been used, will be rejected at the gate.

Some passes entitle the holder to more than one entry credential, for example a stall that includes a pass for an assistant. The number issued is shown at the point of purchase.

Cirkle records check-in scans for organisers. You should not share, copy, resell, or publish your pass image or QR code. We may revoke passes obtained fraudulently or in breach of these Terms.

Entry to any event remains subject to the organiser's rules and the venue's conditions of entry. Cirkle does not guarantee admission.

Payments on the Platform are processed by Paystack. Cirkle does not collect, process, or store complete payment card details.

Commission on ticket sales. For ticket sales, Cirkle charges the organiser a commission on the transaction value. The standard rate is 6 percent, and may be varied for individual organisations by agreement. This commission is deducted from the organiser's revenue.

Fee on stall and vendor package sales. For stall and vendor package sales, Cirkle's fee is not deducted from the organiser. It is added to the price the organiser has listed, and is paid by the vendor at checkout, so that the organiser receives the listed price in full. The standard rate is 5 percent. The fee and the resulting total are shown to the vendor before payment.

Buyer service fee. Cirkle may charge a service fee to the buyer on a ticket purchase. Where one applies, it is a fixed amount per order, it is added to the order total rather than deducted from the organiser's revenue, and it is shown to the buyer before payment.

Where an organiser has completed their payout details, funds are settled to the organiser through a Paystack subaccount and Cirkle's share of the transaction is taken at the point of payment.

Subscriptions. Organisers pay a subscription to publish events. Subscription plans and their current rates are published on the billing page in your organiser dashboard, and the rate shown there at the time you subscribe is the rate you pay for that billing period. Subscription fees are payable to Cirkle and are not shared with any other party.

Promotional placements. Organisers may purchase sponsored placement of an event on the marketplace homepage. Rates vary by tier and are shown before you confirm a placement. These fees are payable to Cirkle.

Currency and amounts. All amounts are in Nigerian Naira. Prices are set by organisers. Displayed ticket prices include Cirkle's commission. Displayed stall and vendor package prices do not include Cirkle's fee, which is added at checkout; the fee and the total are shown before payment, as is any buyer service fee on a ticket purchase.

Changes to fees. We may change our fees. Where we do, we will publish the change and give reasonable notice before it takes effect for existing subscribers.

Payouts to organisers are made through Paystack according to Paystack's settlement timelines. We may delay or withhold a payout where we reasonably suspect fraud, a policy breach, or an unresolved dispute, to the extent permitted by law.

Refunds are governed by our Refund and Cancellation Policy, which forms part of these Terms.

In summary: organisers are responsible for refunds to their attendees and vendors. Cirkle does not currently operate an automated in-platform refund request system. Refund requests should be raised with the organiser, and may be escalated to Cirkle support at hello@cirkl3.com. Subscription fees, promotional placement fees, and commission are generally non-refundable except where required by law.

You agree not to:

• Use the Platform for any unlawful purpose, or in breach of the Marketplace Policy.
• List, promote, or sell anything prohibited under the Marketplace Policy.
• Provide false, misleading, or impersonating information.
• Interfere with, probe, or attempt to gain unauthorised access to the Platform, its infrastructure, or other users' accounts or data.
• Copy, scrape, reverse engineer, or create derivative works from the Platform.
• Circumvent Cirkle's payment flows in order to avoid fees where the Platform requires a transaction to be processed through it.
• Duplicate, forge, tamper with, or resell passes or QR codes.
• Harass, threaten, or abuse other users, organisers, vendors, or our staff.

You retain ownership of content you upload, including event banners, logos, business descriptions, and images.

By uploading content you grant Cirkle a non-exclusive, worldwide, royalty free licence to host, store, reproduce, and display that content for the purposes of operating, promoting, and improving the Platform. This licence ends when you delete the content, except where it has already been used in materials that cannot reasonably be recalled, or where we must retain it for legal reasons.

You confirm you own the content or have the rights necessary to grant this licence, and that it does not infringe anyone else's rights.

We may remove content that breaches these Terms or the Marketplace Policy.

The Cirkle name, logo, branding, software, design, and all associated intellectual property belong to us. Nothing in these Terms transfers any of it to you. You may not use our branding without our written permission.

We may suspend or terminate your account, an organisation, or specific listings where we reasonably believe that you have breached these Terms or any of our policies, provided false information, engaged in fraud or unlawful activity, or where suspension is necessary to protect users or the integrity of the Platform.

Where an organisation is suspended, its published events are removed from the marketplace and cannot sell further tickets or accept vendor applications. Passes already issued and paid for remain valid, so that attendees who have already purchased are not penalised for the organiser's conduct.

Where appropriate and lawful, we will tell you why we have taken action and give you an opportunity to respond.

You may stop using the Platform at any time and may request deletion of your account as described in the Privacy Policy and in the Platform's account settings.

We aim to keep the Platform available and working, but we do not guarantee uninterrupted or error free service. We may change, suspend, or discontinue features. Where a change materially affects paid services, we will give reasonable notice.

The Platform is provided "as is" and "as available". To the maximum extent permitted by law we do not warrant that events will take place as advertised, that vendors or organisers will perform their obligations, that goods or services offered will meet your expectations, or that the Platform will be uninterrupted or free of errors.

You are responsible for satisfying yourself about an event, organiser, or vendor before you transact.

Nothing in these Terms limits liability that cannot be limited under Nigerian law, including liability for death or personal injury caused by negligence, or for fraud.

Subject to that, and to the maximum extent permitted by law:

• We are not liable for the acts, omissions, cancellation, quality, safety, or legality of any event, or of any goods or services supplied by an organiser or vendor.
• We are not liable for indirect, incidental, special, or consequential loss, or for loss of profit, revenue, goodwill, or anticipated savings.
• Our total aggregate liability to you in connection with the Platform is limited to the greater of the total fees you paid to Cirkle in the three months before the event giving rise to the claim, or ₦50,000.

You agree to indemnify Cirkle and its directors, employees, and partners against claims, losses, liabilities, and reasonable costs arising from your use of the Platform, the events you organise, the goods or services you supply, your content, your breach of these Terms, or your breach of applicable law.

Disputes about an event, a stall, a vendor's services, or entry to a venue are between the users involved. We may, at our discretion and without obligation, assist with communication or provide transaction records. We are not an arbitrator and our involvement does not make us a party to the dispute.

We may update these Terms. Where changes are material we will give reasonable notice through the Platform or by email before they take effect. Continuing to use the Platform after the effective date means you accept the updated Terms.

These Terms are governed by the laws of the Federal Republic of Nigeria. The courts of Nigeria have jurisdiction over any dispute arising from them.

General and support enquiries: hello@cirkl3.com Privacy and data protection enquiries: privacy@cirkl3.com

TEETECH LIMITED (RC 9838377) No. 10 Abdulkareem Adisa Close, Guzape, FCT, Nigeria