Ticketing Platform — Terms & Conditions

KAYANA FOR BUSINESS TICKETING PLATFORM GLOBAL TERMS AND CONDITIONS

Effective Date: 22 June 2026

Last updated - 15th July, 2026

IMPORTANT NOTICE — PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE KAYANA TICKETING PLATFORM. BY REGISTERING AS A MERCHANT, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY, INCLUDING THE PROVISIONS APPLICABLE TO YOUR JURISDICTION SET OUT IN CLAUSE 15.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms and Conditions, the following definitions shall apply:

“Kayana Group” means Kayana World Limited together with each of its affiliates, subsidiaries, branches and group entities listed in Clause 2, and their respective successors and assigns.

“Kayana,” “the Company,” or “we” means, in respect of any Merchant, the Contracting Entity applicable to that Merchant as determined under Clause 2.2, together with (where the context requires) the Kayana Group generally.

“Contracting Entity” means the specific Kayana Group entity that contracts with a given Merchant, as determined by Clause 2.2.

“Platform” means the Kayana ticketing software, systems, APIs, interfaces, tools and associated infrastructure provided by any member of the Kayana Group.

“Merchant” means any person, company, organisation or entity that has registered and been approved to use the Platform to list, promote and facilitate the sale of Tickets.

“Buyer” means any end customer who purchases a Ticket through the Platform.

“Event” means any event, performance, activity, gathering or experience listed by a Merchant on the Platform.

“Ticket” means any digital or physical ticket, voucher, pass, token or other entitlement to attend or participate in an Event, sold through the Platform.

“Transaction” means the purchase of one or more Tickets by a Buyer through the Platform.

“Booking Fees” means the fees charged by Kayana for facilitating the sale of Tickets as set out in the Merchant’s account and any applicable fee schedule.

“Merchant Funds” means gross proceeds from Ticket sales less Booking Fees, chargebacks, refunds, taxes and any other deductions permitted under these Terms.

“Chargeback” means a reversal of a Transaction initiated by a Buyer’s payment card issuer, bank or payment provider.

“Force Majeure Event” has the meaning given in Clause 14.

“Applicable Law” means the laws of any jurisdiction applicable to the Merchant’s business or the sale of Tickets including, without limitation, consumer protection, data protection, payment services, anti-money laundering and financial services laws.

“Settlement Period” means the period between a Transaction and disbursement of Merchant Funds as notified to the Merchant.

“Prohibited Content” means content listed in Clause 7.3.

1.2 Interpretation

References to a Clause are to clauses of these Terms. Headings are for convenience only. The singular includes the plural and vice versa. References to “including” mean “including without limitation.” These Terms shall be construed without regard to any principle that ambiguities be construed against the drafter. Where these Terms refer to “Kayana” performing an act, that act is performed by the Contracting Entity applicable to the relevant Merchant.

2. KAYANA GROUP ENTITIES AND CONTRACTING PARTY

2.1 Group Structure

Kayana for Business operates globally through the following members of the Kayana Group. Each entity is a separate legal person and contracts, invoices, and is regulated separately in its home territory, save as otherwise stated in these Terms. Merchants in the European Union, including Spain and the Netherlands, contract with Kayana For Business Ireland as the EU Contracting Entity, and are additionally subject to the jurisdiction-specific provisions of Clause 15.3 applicable to their Member State.

Note: Kayana For Business Ireland is the Contracting Entity for all Merchants in the European Union, including Spain and the Netherlands.

2.2 Determining the Contracting Entity

Unless Kayana notifies the Merchant otherwise in writing (including by notice on the Platform), the Contracting Entity for a given Merchant is the Kayana Group entity for the territory in which the Merchant is incorporated, registered, or has its principal place of business, as identified in the table at Clause 2.1. Where a Merchant operates across multiple territories, the Contracting Entity is determined by the Merchant’s registered business address at the time of onboarding, unless the parties agree otherwise in writing.

2.3 Group Cooperation and Data Sharing

The Merchant acknowledges that members of the Kayana Group may share information about the Merchant (including registration, compliance, risk, and transaction data) among themselves as reasonably necessary to operate the Platform, conduct compliance checks under Clause 4.4, meet regulatory obligations, and manage group-wide risk, subject always to Clause 17 (Data Protection and Privacy) and Applicable Law.

2.4 Several, Not Joint, Liability

Except where expressly stated otherwise, each Kayana Group entity is liable only for its own acts and omissions under these Terms. Nothing in these Terms makes any Kayana Group entity liable for the acts, omissions, debts or obligations of another Kayana Group entity, save that the Contracting Entity remains responsible for the overall performance of the Platform in respect of its Merchants, including functions carried out by another group entity on its behalf.

3. KAYANA’S ROLE - FACILITATION ONLY

3.1 Technology Intermediary

Kayana operates exclusively as a technology intermediary and payment facilitation platform. Kayana provides infrastructure that enables Merchants to list Events and process Ticket sales. Kayana is not, and shall not at any time be construed as, the organiser, promoter, host, operator, sponsor or co-operator of any Event.

3.2 No Agency

Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment relationship or fiduciary duty between any Kayana Group entity and any Merchant. The Merchant acts as principal in all dealings with Buyers. The Merchant is solely responsible for the Event and for all obligations to Buyers arising from the sale of Tickets.

3.3 No Warranty as to Events

Kayana makes no representation, warranty or guarantee, express or implied, regarding any Event, including but not limited to: (a) that the Event will take place; (b) the quality, safety or suitability of the Event; (c) the accuracy of any Event description or promotional material; or (d) compliance of the Event with any Applicable Law. Such responsibilities rest solely and entirely with the Merchant.

3.4 Merchant Relationship with Buyers

All contractual obligations relating to Tickets, Events and Buyer entitlements exist exclusively between the Merchant and the Buyer. No Kayana Group entity is a party to any contract between a Merchant and a Buyer. Kayana shall not be liable to any Buyer for any act or omission of a Merchant.

4. MERCHANT REGISTRATION AND ELIGIBILITY

4.1 Eligibility Requirements

To register as a Merchant, you must: (a) be at least 18 years of age and have full legal capacity to enter into contracts; (b) be incorporated or established as a legitimate business entity or operating as a sole trader; (c) hold all licences, permits and authorisations required to organise and sell tickets for Events in the relevant jurisdiction(s); (d) not be subject to sanctions, legal restrictions, insolvency proceedings or bankruptcy; and (e) comply with all Applicable Laws at all times, including the jurisdiction-specific provisions in Clause 15 and the sanctions provisions in Clause 18.

4.2 Accurate Information

The Merchant represents and warrants that all registration information provided to Kayana is and shall at all times remain accurate, complete and up to date. The Merchant must promptly notify Kayana of any material changes. Kayana reserves the right to suspend or terminate access to the Platform where information is found to be false, misleading or outdated.

4.3 Account Security

The Merchant is solely responsible for maintaining the confidentiality of its account credentials and for all activities conducted under its account. The Merchant must immediately notify Kayana of any suspected unauthorised use of its account. Kayana shall not be liable for any loss or damage arising from the Merchant’s failure to maintain account security.

4.4 KYC and Compliance Checks

Kayana reserves the right to carry out Know Your Customer (KYC), anti-money laundering, sanctions screening and other compliance checks at any time, in accordance with Clause 18. The Merchant agrees to provide all information and documentation reasonably requested by Kayana to complete such checks. Failure to cooperate with compliance checks may result in suspension or termination of the Merchant’s account and withholding of Merchant Funds pending investigation.

5. BOOKING FEES AND SETTLEMENT

5.1 Booking Fees

The Merchant agrees to pay Kayana the Booking Fees applicable at the time of each Transaction. Booking Fees are deducted from gross Ticket sale proceeds prior to disbursement of Merchant Funds. Kayana reserves the right to amend Booking Fees upon thirty (30) days’ written notice to the Merchant.

5.2 Settlement

Subject to Clause 5.3 and any applicable reserves or withholdings, Kayana will disburse Merchant Funds to the Merchant’s nominated bank account within the applicable Settlement Period. Kayana reserves the right to extend the Settlement Period where: (a) a Chargeback or dispute is pending; (b) Kayana suspects fraudulent activity; (c) the Merchant is in breach of these Terms; or (d) required by Applicable Law or a regulatory or government body.

5.3 Reserves and Withholding

Kayana may, at its sole discretion, establish and maintain a rolling reserve from Merchant Funds to cover anticipated or actual Chargebacks, refunds, fines, penalties and other amounts owed to Kayana. The reserve amount and duration shall be determined by Kayana based on risk factors including Chargeback history, Transaction volume and industry type. Kayana may withhold disbursement of Merchant Funds indefinitely where fraud or criminal activity is suspected, pending investigation or legal proceedings.

5.4 Taxes

The Merchant is solely responsible for determining, collecting, remitting and accounting for all applicable taxes (including VAT, IVA, BTW, GST, sales tax, and any local levies) in connection with Ticket sales, in each territory in which it operates. Kayana is not responsible for any tax obligations of the Merchant. Where Kayana is required by Applicable Law to withhold or remit tax, it shall do so and the Merchant shall indemnify Kayana for any resulting liability.

5.5 Currency

Merchant Funds shall be disbursed in the currency agreed at the time of Merchant registration. Currency conversion, where applicable, will be conducted at rates determined by Kayana’s payment processing partners. Kayana shall not be liable for foreign exchange losses or fluctuations.

5.6 Payment Service Providers

5.6.1 Use of Third-Party Payment Service Providers

Kayana facilitates transactions through one or more independent third-party payment service providers, payment gateways, acquiring banks, card schemes, digital wallet providers and other financial institutions (collectively, “Payment Service Providers” or “PSPs”). The Merchant acknowledges and agrees that all payment processing services are performed by the applicable PSP and are subject to the PSP’s own terms, conditions, policies and operational requirements.

5.6.2 No Payment Processing Responsibility

No Kayana Group entity is a bank, payment institution, electronic money institution, money transmitter, acquiring bank, card issuer or payment processor. Kayana does not directly process, hold, safeguard or control Buyer payment funds except to the extent necessary to facilitate settlement through the Platform. Kayana acts solely as a technology provider and intermediary between the Merchant and the applicable PSP.

5.6.3 PSP Decisions and Actions

Kayana shall not be liable for any act, omission, error, delay, interruption, rejection, reserve requirement, account suspension, account termination, fraud review, compliance review, withholding of funds or other decision made by any PSP. Any decision made by a PSP regarding Transactions, settlements, reserves, refunds, disputes or Chargebacks shall be final and binding as between the Merchant and the PSP, subject to any rights the Merchant may have under the PSP’s terms.

5.6.4 Chargebacks, Disputes and Refunds

The Merchant acknowledges and agrees that all Chargebacks, payment disputes, cardholder claims, payment reversals, retrieval requests and refund requests arise from the relationship between the Merchant, the Buyer and the relevant PSP. Kayana shall have no responsibility or liability whatsoever for any such matters and shall not be required to participate in, defend, resolve or compensate the Merchant in relation to any Chargeback, dispute, refund or payment reversal. The Merchant remains solely liable for all resulting losses, fees, penalties and liabilities.

5.6.5 Indemnity for PSP Claims

The Merchant shall indemnify and hold harmless Kayana from and against any claims, liabilities, losses, costs, penalties, fines, Chargebacks, assessments or expenses imposed upon Kayana by any PSP, payment network, card scheme, acquiring bank or financial institution arising out of or in connection with the Merchant’s Transactions, Events, refund practices, Chargeback levels, compliance failures or breach of these Terms.

6. REFUNDS AND CHARGEBACKS

6.1 Merchant Refund Policy

The Merchant is solely responsible for establishing, communicating and administering its refund policy. Any refund offered to a Buyer is between the Merchant and the Buyer. Kayana shall not be obliged to issue refunds to Buyers on behalf of any Merchant. The Merchant must ensure its refund policy complies with all Applicable Laws, including applicable consumer protection legislation in the Merchant’s and Buyer’s relevant jurisdictions (see Clause 15).

6.2 Kayana Has No Refund Obligation

Kayana shall have no liability whatsoever to Buyers or Merchants in respect of any refund arising from: (a) Event cancellation, postponement, rescheduling or material alteration; (b) the Merchant’s failure to honour Tickets; (c) any dispute between a Merchant and a Buyer; or (d) any other matter within the Merchant’s control. All refund obligations are the exclusive responsibility of the Merchant.

6.3 Chargeback Liability

The Merchant accepts full financial liability for all Chargebacks relating to Transactions processed through its account. Upon a Chargeback being raised, Kayana shall be entitled to immediately: (a) deduct the Chargeback amount plus a Chargeback administration fee as set out in the fee schedule from Merchant Funds; (b) deduct amounts from any reserve held; and (c) suspend disbursement of further Merchant Funds pending resolution. The Merchant shall have no claim against Kayana for any amount so deducted.

6.4 Chargeback Disputes

Where the Merchant wishes to dispute a Chargeback, the Merchant must notify Kayana in writing within five (5) Business Days of notification of the Chargeback and provide all relevant supporting evidence. Kayana will, at its sole discretion, use reasonable endeavours to represent the Chargeback on the Merchant’s behalf. Kayana makes no warranty that a Chargeback representation will be successful. The final determination by the card network or payment scheme shall be binding on the Merchant.

6.5 Excessive Chargebacks

Where the Merchant’s Chargeback rate exceeds thresholds set by Kayana or applicable card network rules (as amended from time to time), Kayana may immediately: (a) suspend the Merchant’s account; (b) increase reserve levels; (c) extend the Settlement Period; and/or (d) terminate these Terms without notice. The Merchant shall indemnify Kayana for all fines, penalties or costs imposed on Kayana by payment networks or regulators as a result of excessive Chargebacks.

7. MERCHANT OBLIGATIONS AND EXPECTED CONDUCT

7.1 General Obligations

The Merchant shall at all times:

• comply with all Applicable Laws, regulations, codes of practice and regulatory requirements, including those specific to its jurisdiction set out in Clause 15;
• hold and maintain all licences, permits and authorisations required to conduct its business and organise Events;
• ensure that all Event listings are accurate, not misleading and comply with applicable advertising standards;
• honour all valid Tickets presented by Buyers;
• maintain adequate financial resources to meet its obligations to Buyers;
• maintain appropriate insurance coverage for all Events;
• promptly notify Kayana of any cancellation, postponement, rescheduling or material alteration of any Event;
• cooperate with Kayana in any investigation, audit or compliance review;
• comply with Kayana’s acceptable use policies as published and amended from time to time.

7.2 Event Listings

The Merchant is solely responsible for all content published on the Platform in connection with its Events. The Merchant warrants that: (a) all Event information is accurate and not misleading; (b) it has full authority to sell Tickets for the Event; (c) Ticket face values and any charges are clearly disclosed; and (d) the Event will comply with all applicable venue, safety and public order requirements.

7.3 Prohibited Content and Events

The Merchant must not use the Platform to list, promote or sell Tickets in connection with:

• illegal activities or events that would violate any Applicable Law;
• events that promote or incite violence, discrimination, hatred, or harm;
• adult entertainment or content without appropriate age verification systems;
• events that infringe the intellectual property rights of any third party;
• pyramid or multi-level marketing schemes;
• fraudulent, misleading or deceptive events or offers;
• events prohibited under applicable sanctions or export control laws (see Clause 18);
• any other content that Kayana, in its sole discretion, deems harmful, offensive or contrary to community standards.

7.4 Data Protection

The Merchant shall comply with all applicable data protection laws, including (where applicable) the UK GDPR and Data Protection Act 2018, the EU GDPR (Regulation (EU) 2016/679) as implemented locally (including Spain’s Ley Orgánica 3/2018 and the Netherlands’ Uitvoeringswet AVG), the California Consumer Privacy Act (CCPA) and other applicable US state privacy laws, Canada’s PIPEDA and provincial legislation including Quebec’s Law 25, and Australia’s Privacy Act 1988. The Merchant shall not misuse Buyer personal data obtained through the Platform and shall maintain a lawful basis for all data processing activities.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Indirect Losses

To the maximum extent permitted by Applicable Law, Kayana shall not be liable to the Merchant or any third party for any:

• loss of profits, revenue, business, goodwill or anticipated savings;
• indirect, consequential, special, incidental, punitive or exemplary loss or damage;
• loss of data or damage to systems;
• loss arising from interruption or unavailability of the Platform;
• reputational damage;
• any loss that was not reasonably foreseeable at the time these Terms were entered into;

whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if Kayana has been advised of the possibility of such loss or damage.

8.2 Cap on Liability

To the maximum extent permitted by Applicable Law, Kayana’s total aggregate liability to the Merchant under or in connection with these Terms (whether in contract, tort, breach of statutory duty or otherwise) shall not exceed the lesser of: (a) the total Booking Fees paid by the Merchant to Kayana in the three (3) calendar months immediately preceding the event giving rise to the claim; or (b) GBP 5,000 (five thousand pounds sterling), or the equivalent in the Merchant’s local currency converted at the rate published by Kayana’s payment processing partner on the date of the claim.

8.3 Platform Availability

Kayana does not warrant that the Platform will be available continuously, error-free or free from interruptions. The Platform is provided on an “as is” and “as available” basis. Kayana shall not be liable for any loss arising from Platform downtime, maintenance, technical failures, third-party service disruptions or any other unavailability.

8.4 Third Party Services

The Platform may integrate with, rely upon, or make available third-party services, including without limitation payment service providers, payment gateways, acquiring banks, card schemes, digital wallet providers, financial institutions, telecommunications providers, cloud service providers and other third-party networks or systems. Kayana shall not be liable for any act, omission, failure, delay, interruption, suspension, error, security incident, withholding of funds, reserve requirement, Chargeback, payment dispute, refund processing issue, account restriction, account termination, charge, fee, penalty or other action taken by any such third party. The Merchant acknowledges that the availability and performance of certain Platform functionality may depend on such third-party services and Kayana makes no warranty regarding their availability, performance or continued operation.

8.5 Exceptions

Nothing in these Terms shall exclude or limit Kayana’s liability for: (a) death or personal injury caused by Kayana’s negligence; (b) fraud or fraudulent misrepresentation by Kayana; or (c) any other liability that cannot lawfully be excluded or limited under Applicable Law, including mandatory consumer protections identified in Clause 15.

8.6 Merchant’s Duty to Mitigate

The Merchant shall take all reasonable steps to mitigate any loss or damage it suffers. Kayana’s liability shall be reduced to the extent that the Merchant’s loss or damage was caused or contributed to by the Merchant’s own acts, omissions or negligence.

9. REPRESENTATIONS AND WARRANTIES

9.1 Merchant Representations and Warranties

The Merchant represents, warrants and undertakes to Kayana, on a continuing basis throughout the term of these Terms, that:

• it is duly incorporated or established and has full legal capacity and authority to enter into and perform its obligations under these Terms;
• these Terms constitute legal, valid and binding obligations of the Merchant, enforceable in accordance with their terms;
• the execution and performance of these Terms does not violate any Applicable Law, court order, agreement or obligation binding on the Merchant;
• all information provided to Kayana is and will remain accurate, complete, current and not misleading;
• the Merchant holds and will maintain all licences, permits, registrations and authorisations required to conduct its business and to organise and sell Tickets for Events;
• all Events listed on the Platform are genuine and the Merchant has full authority to sell Tickets for such Events;
• the Merchant has implemented and maintains a lawful, compliant and fair refund policy;
• the Merchant will comply with all Applicable Laws in all jurisdictions in which it operates;
• the use of the Platform will not infringe any third-party intellectual property rights;
• the Merchant is not subject to any insolvency, bankruptcy, administration, liquidation or similar proceedings;
• the Merchant is not the subject of any sanctions, debarment, or restrictions under any applicable sanctions regime, including those referenced in Clause 18;
• the Merchant has not engaged in, and will not engage in, any fraudulent, deceptive or misleading conduct in connection with its use of the Platform.

9.2 Kayana’s Warranties

Kayana warrants that it will use commercially reasonable endeavours to provide the Platform. All other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, are expressly excluded to the fullest extent permitted by Applicable Law.

9.3 Breach of Warranty

Breach of any representation or warranty in Clause 9.1 shall entitle Kayana, without prejudice to any other remedy available to it, to immediately suspend or terminate the Merchant’s account, withhold Merchant Funds and pursue any claim for loss or damage suffered by Kayana or any third party.

10. INDEMNIFICATION

10.1 Merchant Indemnity

The Merchant shall fully indemnify, defend and hold harmless Kayana, each member of the Kayana Group, and their respective directors, officers, employees, contractors, agents and representatives from and against all claims, actions, proceedings, losses, damages, costs, fines, penalties, expenses and liabilities (including reasonable legal fees) arising from or in connection with:

• any breach of these Terms by the Merchant;
• any breach of any representation or warranty given by the Merchant;
• the Merchant’s listing, promotion, organisation, cancellation or conduct of any Event;
• any claim by a Buyer arising from the purchase or use of a Ticket;
• Chargebacks, refund demands or payment reversals relating to Merchant Transactions;
• the Merchant’s failure to comply with Applicable Laws;
• infringement of third-party intellectual property rights by the Merchant;
• any act or omission of the Merchant that causes loss, harm or damage to Kayana’s reputation, platform or business;
• any tax liabilities, penalties or assessments arising from Merchant Transactions;
• any regulatory investigation, action or penalty relating to Merchant activity on the Platform, in any jurisdiction.

10.2 Indemnity Procedure

Kayana shall: (a) promptly notify the Merchant of any indemnifiable claim; (b) give the Merchant reasonable opportunity to defend such claim; and (c) provide reasonable cooperation. Kayana reserves the right to assume sole control of the defence of any claim at the Merchant’s cost if Kayana reasonably considers it necessary to protect its interests.

11. INTELLECTUAL PROPERTY

11.1 Kayana’s IP

All intellectual property rights in the Platform, including but not limited to software, design, trademarks, trade names, domain names, content, methodologies, algorithms and documentation, are and shall remain exclusively owned by the relevant member(s) of the Kayana Group. These Terms grant the Merchant a limited, non-exclusive, non-transferable, revocable licence to use the Platform solely for the purpose of selling Tickets in accordance with these Terms.

11.2 Merchant Content

The Merchant grants Kayana a non-exclusive, worldwide, royalty-free licence to use, reproduce, display and distribute Event content and materials submitted by the Merchant solely for the purpose of operating the Platform and providing the services. The Merchant warrants that it holds all necessary rights in such content.

11.3 No Reverse Engineering

The Merchant must not reverse engineer, decompile, disassemble, copy, reproduce, modify or create derivative works of the Platform or any part thereof.

12. SUSPENSION AND TERMINATION

12.1 Termination by Merchant

The Merchant may terminate these Terms by giving thirty (30) days’ written notice to Kayana, provided that there are no outstanding obligations, pending Transactions, Chargebacks, disputes or amounts owed to Kayana.

12.2 Termination or Suspension by Kayana

Kayana may, at its sole discretion and without liability, immediately suspend or terminate the Merchant’s account and access to the Platform upon written or electronic notice where:

• the Merchant breaches any provision of these Terms and fails to remedy the breach within seven (7) days of written notice;
• the Merchant breaches any provision of these Terms that is not capable of remedy;
• the Merchant is subject to insolvency, bankruptcy, liquidation, administration or analogous proceedings;
• Kayana suspects or has reasonable grounds to believe the Merchant has engaged in fraudulent, deceptive or criminal activity;
• the Merchant’s Chargeback or refund rate exceeds acceptable thresholds;
• continuation of the Merchant’s account would expose Kayana to regulatory, legal or reputational risk;
• required to do so by a regulator, court, government authority or payment scheme in any jurisdiction in which the Kayana Group operates.

12.3 Effect of Termination

Upon termination: (a) all licences granted to the Merchant shall immediately cease; (b) all outstanding Booking Fees become immediately due and payable; (c) Kayana shall be entitled to apply any Merchant Funds to satisfy outstanding liabilities, reserves or obligations before making any final disbursement; (d) the Merchant remains liable for all Chargebacks and refunds arising from Transactions completed prior to termination; and (e) provisions of these Terms that by their nature should survive termination shall do so, including Clauses 6, 8, 9, 10, 13, 14, 16, 17 and 18.

13. DISPUTE RESOLUTION

13.1 Governing Law

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales, with courts in London having exclusive jurisdiction for settlement of disputes, subject to Clause 13.5 and the jurisdiction-specific carve-outs in Clause 15.

13.2 Exclusive Jurisdiction

Subject to Clause 13.5 and Clause 15, the Merchant irrevocably agrees that the courts of England and Wales (sitting in London) shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms. The Merchant irrevocably submits to the personal jurisdiction of those courts and waives any objection to proceedings being brought in those courts on grounds of inconvenient forum, venue or otherwise, save to the extent such waiver is not permitted under mandatory Applicable Law in the Merchant’s home jurisdiction.

13.3 Mandatory Escalation Procedure

Before initiating any formal legal proceedings (other than injunctive or urgent relief), the disputing party must:

• give written notice to the other party specifying the nature and details of the dispute;
• allow fourteen (14) days from the date of notice for the parties to attempt resolution through good faith negotiations between senior representatives;
• if unresolved within fourteen (14) days, either party may refer the dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in London, with the costs of mediation shared equally;
• if mediation fails within thirty (30) days of the mediator’s appointment, either party may proceed to litigation in accordance with Clause 13.2.

13.4 Arbitration (Commercial Disputes over GBP 25,000)

Notwithstanding Clause 13.3, for disputes involving a claim exceeding GBP 25,000 (or the local currency equivalent), either party may elect to refer the dispute to binding arbitration under the rules of the London Court of International Arbitration (LCIA) as amended from time to time. The arbitration shall be: (a) conducted in London, England; (b) conducted in the English language; (c) heard by a sole arbitrator unless the parties agree otherwise; and (d) final and binding on both parties. Judgment on any arbitral award may be entered in any court of competent jurisdiction.

13.5 International Merchants - Submission to London Jurisdiction, Subject to Mandatory Local Rights

All Merchants, regardless of their country of incorporation or domicile (including but not limited to Merchants based in the United States, Canada, Australia, Spain, the Netherlands, the wider European Union, and other territories), irrevocably consent to the exclusive jurisdiction of the courts of England and Wales and agree that disputes shall be resolved in London as set out in this Clause 13, except where a mandatory provision of the Merchant’s local Applicable Law (a) confers non-waivable jurisdiction on local courts or regulators, or (b) prohibits the exclusion of local dispute-resolution rights — in which case that mandatory local right shall prevail solely to the extent of the conflict, and this Clause 13 shall otherwise continue to apply. The specific carve-outs applicable to each jurisdiction are set out in Clause 15.

13.6 Injunctive Relief

Nothing in this Clause 13 shall prevent either party from seeking urgent injunctive, equitable or interlocutory relief from a court of competent jurisdiction to protect its rights pending resolution of a dispute.

13.7 Time Limitation

Any claim or cause of action arising under or in connection with these Terms must be brought within twelve (12) months of the date the claiming party knew or ought reasonably to have known of the matter giving rise to the claim, and any claim not brought within this period shall be absolutely barred, except to the extent a longer mandatory limitation period applies under the Merchant’s local Applicable Law and cannot lawfully be shortened.

14. FORCE MAJEURE

14.1 Definition

For the purposes of these Terms, a “Force Majeure Event” means any event, circumstance or cause beyond a party’s reasonable control, including but not limited to: acts of God; natural disasters; earthquakes; floods; storms; lightning; epidemics; pandemics; governmental actions; war; terrorism; civil unrest; strikes or industrial action (other than by the party’s own employees); power or communications failure; cyberattack; breakdown of essential services; or any action or inaction of a government, regulatory or public authority.

14.2 Kayana’s Non-Liability for Force Majeure

Kayana shall not be in breach of these Terms and shall have no liability to the Merchant for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by a Force Majeure Event, provided that Kayana: (a) notifies the Merchant of the Force Majeure Event as soon as reasonably practicable; and (b) uses commercially reasonable endeavours to minimise the impact and resume normal performance.

14.3 Merchant Obligations During Force Majeure

A Force Majeure Event does not relieve the Merchant of its obligations to Buyers or its financial obligations to Kayana (including the obligation to cover Chargebacks and refunds). The Merchant acknowledges and agrees that the cancellation or disruption of an Event due to a Force Majeure Event does not reduce or extinguish the Merchant’s obligations to Buyers or its liability to Kayana for amounts already collected.

14.4 Extended Force Majeure

If a Force Majeure Event affecting Kayana continues for more than sixty (60) days, Kayana may terminate these Terms upon written notice without liability to the Merchant, subject to disbursement of Merchant Funds after deduction of all amounts owed to Kayana.

15. PROVISIONS APPLICABLE TO MULTIPLE JURISDICTIONS

15.1 General

These Terms are intended to be enforceable in all jurisdictions in which the Kayana Group operates. To the extent that any provision is unenforceable under the laws of any specific jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, without affecting the remaining provisions. The exclusive jurisdiction clause in Clause 13.2 shall not be interpreted to waive mandatory consumer or merchant protections under the laws of any jurisdiction where such cannot lawfully be waived. This Clause 15 sets out jurisdiction-specific provisions that supplement, and in the event of direct conflict take precedence over, the general provisions of these Terms solely to the extent required by mandatory local Applicable Law.

15.2 United Kingdom

Merchants based in the United Kingdom contract with Kayana World Limited and acknowledge that these Terms are governed by English law. Nothing in these Terms excludes or restricts rights that cannot be excluded under the Consumer Rights Act 2015 (as applicable), the Unfair Contract Terms Act 1977, the Consumer Rights Act 2015 and the Digital Markets, Competition and Consumers Act 2024, the Payment Services Regulations 2017, or other applicable UK legislation. VAT implications are governed by UK VAT law as administered by HM Revenue & Customs. UK Merchants remain subject to the jurisdiction of the Financial Conduct Authority to the extent applicable.

15.3 European Union (Contracting through Kayana For Business Ireland)

Merchants based in an EU Member State, including Spain and the Netherlands, contract with Kayana For Business Ireland (registered number 737092) as the Contracting Entity, save where Kayana notifies otherwise, and acknowledge and agree that these Terms shall be read consistently with applicable EU law to the extent required. EU-based Merchants remain responsible for compliance with the EU General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), the EU Digital Services Act, the EU Digital Markets Act, the Payment Services Directive 2 (PSD2) and its successor framework, applicable consumer protection directives (including the Consumer Rights Directive 2011/83/EU and the Unfair Contract Terms Directive 93/13/EEC), and national implementing legislation, including Ireland’s Consumer Rights Act 2022 and Data Protection Act 2018, and, in the case of Spanish Merchants, the Ley General para la Defensa de los Consumidores y Usuarios (Real Decreto Legislativo 1/2007), Law 34/2002 (LSSICE) and Organic Law 3/2018 (LOPDGDD) as supervised by the Agencia Española de Protección de Datos (AEPD), and, in the case of Dutch Merchants, the Burgerlijk Wetboek consumer protection provisions and the Uitvoeringswet AVG as supervised by the Autoriteit Persoonsgegevens. Value-added tax obligations are assessed under each Merchant’s local VAT/IVA/BTW regime notwithstanding that the Contracting Entity is Irish. These Terms do not waive any mandatory rights or remedies provided under EU law, including any non-waivable right of an EU consumer or, where applicable under local law, a small business Merchant to bring proceedings in the courts of their own Member State. Subject to that mandatory right, EU Merchants otherwise consent to London arbitration or litigation in accordance with Clause 13.

15.4 United States of America

Merchants incorporated or domiciled in the United States acknowledge that these Terms are governed by English law and that disputes shall be resolved in London in accordance with Clause 13, and, to the extent enforceable under applicable state law, waive any right to a jury trial in connection with any dispute relating to these Terms. Merchants operating in California are solely responsible for compliance with the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA). US Merchants are responsible for their own compliance with the Americans with Disabilities Act (ADA), applicable state consumer protection and unfair or deceptive practices laws, and applicable state privacy statutes (including those of Virginia, Colorado, Connecticut, Utah, and other states with comprehensive privacy laws). Nothing in these Terms constitutes securities advice or regulated financial services under US federal or state law.

15.5 Canada

Canadian Merchants contract with Kayana Canada Inc (registered number 1001438570) as the Contracting Entity, save where Kayana notifies otherwise, and are solely responsible for compliance with Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation, including Quebec’s Law 25 (formerly Bill 64), Alberta’s Personal Information Protection Act, and British Columbia’s Personal Information Protection Act. Canadian Merchants are responsible for collecting and remitting all applicable federal and provincial/territorial taxes including GST/HST and PST. Canadian Merchants consent to London jurisdiction as set out in Clause 13, subject to any non-waivable consumer protection rights under applicable provincial consumer protection legislation. Language requirements under Quebec’s Charter of the French Language are the sole responsibility of the Merchant.

15.6 Australia

Australian Merchants contract with Kayana For Business Australia Pty Ltd (registered number 693 838 014) as the Contracting Entity, save where Kayana notifies otherwise, and acknowledge that these Terms are governed by English law, with the exclusive jurisdiction clause in Clause 13.2 applying subject to Clause 13.5. Australian Merchants are solely responsible for compliance with the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010), the Privacy Act 1988, the Australian Privacy Principles, and all applicable requirements of the Australian Securities and Investments Commission (ASIC) and, where relevant to payment functions, the Australian Prudential Regulation Authority (APRA). Australian Merchants must ensure compliance with Australian ticketing laws and any state or territory legislation applicable to their Events (including resale and price-disclosure rules in force in certain states). Australian Consumer Law guarantees and rights that cannot lawfully be excluded, restricted or modified are preserved; all other rights under these Terms apply fully.

16. CONFIDENTIALITY

Each party agrees to keep confidential all non-public information received from the other party in connection with these Terms, and not to disclose such information to any third party without the other party’s prior written consent, except: (a) as required by Applicable Law or a court or regulatory order; (b) to professional advisers bound by confidentiality obligations; (c) to other members of the Kayana Group as permitted under Clause 2.3; or (d) to the extent information becomes publicly available other than through breach of this obligation. This obligation shall survive termination of these Terms for a period of three (3) years.

17. DATA PROTECTION AND PRIVACY

Each party shall comply with its respective obligations under applicable data protection laws, including those identified in Clause 7.4 and Clause 15. Where Kayana processes personal data on behalf of a Merchant, the parties shall enter into a Data Processing Agreement as required by applicable law. The Merchant is the data controller (or, where applicable local law uses different terminology, equivalent role) for all Buyer personal data collected through the Platform. The Merchant shall not, directly or indirectly, sell, transfer or misuse Buyer personal data. The Merchant shall maintain and publish a compliant privacy policy and obtain all necessary consents from Buyers. Where personal data is transferred between Kayana Group entities across jurisdictions (for example, from the EU/UK to the US, Canada or Australia), such transfers will be made subject to appropriate safeguards required under Applicable Law, such as Standard Contractual Clauses, the UK International Data Transfer Addendum, or an equivalent adequacy or transfer mechanism. Kayana’s privacy policy, available on the Kayana website, governs Kayana’s own data processing activities.

18. ANTI-MONEY LAUNDERING, SANCTIONS AND ANTI-BRIBERY COMPLIANCE

18.1 AML and Counter-Terrorist Financing

The Merchant shall comply with all applicable anti-money laundering and counter-terrorist financing laws in each jurisdiction in which it operates, including (as applicable) the UK’s Proceeds of Crime Act 2002 and Money Laundering Regulations 2017, the US Bank Secrecy Act and USA PATRIOT Act, Canada’s Proceeds of Crime (Money Laundering) and Terrorist Financing Act, the EU’s Anti-Money Laundering Directives as implemented in Ireland, Spain and the Netherlands, and Australia’s Anti-Money Laundering and Counter-Terrorism Financing Act 2006.

18.2 Sanctions

The Merchant warrants that it is not, and shall not become, a person or entity designated on any applicable sanctions list, including those maintained by HM Treasury (UK), the US Office of Foreign Assets Control (OFAC), the European Union, the United Nations Security Council, or Australia’s Department of Foreign Affairs and Trade. Kayana may immediately suspend or terminate any Merchant’s account where required to comply with an applicable sanctions regime.

18.3 Anti-Bribery and Anti-Corruption

Each party warrants that it will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977, Canada’s Corruption of Foreign Public Officials Act, and equivalent legislation in Ireland, Spain, the Netherlands and Australia, and shall not engage in any corrupt practices in connection with the performance of these Terms.

19. GENERAL PROVISIONS

19.1 Entire Agreement

These Terms, together with any applicable fee schedules, supplementary policies and agreements incorporated by reference, constitute the entire agreement between the Merchant and its Contracting Entity with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements, representations, warranties, negotiations and communications, whether oral or written.

19.2 Amendments

Kayana reserves the right to amend these Terms at any time. Material changes will be notified to the Merchant by email or notice on the Platform with at least thirty (30) days’ advance notice. Continued use of the Platform following such notice shall constitute acceptance of the amended Terms. Where the Merchant objects to any amendment, it must notify Kayana in writing and may terminate these Terms within the notice period.

19.3 Waiver

No failure or delay by Kayana to exercise any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy. Any waiver must be in writing and signed by an authorised representative of the relevant Contracting Entity.

19.4 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable under Applicable Law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

19.5 Assignment

The Merchant may not assign, transfer, subcontract or novate its rights or obligations under these Terms without Kayana’s prior written consent. Kayana may freely assign these Terms to any successor entity, affiliate or acquirer of all or substantially all of its business or assets, including to another member of the Kayana Group, upon written notice to the Merchant.

19.6 Notices

All notices under these Terms must be in writing and delivered by email to the email address provided by each party at registration (in the case of the Merchant) or as published on Kayana’s website (in the case of Kayana). Notices are deemed received: (a) on the day of sending if sent by email before 5pm local time (in the recipient’s territory) on a Business Day; or (b) on the next Business Day if sent after 5pm or on a non-Business Day.

19.7 Third Party Rights

These Terms do not confer any rights on any third party (including Buyers) under the Contracts (Rights of Third Parties) Act 1999 or any equivalent legislation in another jurisdiction. This does not affect any rights or remedies a third party may have under Applicable Law.

19.8 Compliance with Laws

The Merchant is solely responsible for ensuring that its use of the Platform and its business activities comply with all Applicable Laws in all jurisdictions in which it operates. Kayana makes no representation that the Platform is compliant with the laws of any jurisdiction beyond those expressly addressed in Clause 15.

19.9 Publicity

The Merchant must not issue any press release, public announcement or marketing material that references any member of the Kayana Group or uses their name, brand or trademarks without prior written consent.

20. CONTACT US

For any queries relating to these Terms or the Platform, please contact:

Global / UK — Kayana World Limited (Company No. 12782000) Kayana for Business — Legal & Compliance Address: Arch 58, Ingate Place, London, SW8 3AG, United Kingdom Email: info@kayanaforbusiness.com Website: www.kayanaforbusiness.com

United States — Kayana For Business USA Inc (No. 2025-001835267) Address: 30 North Gould Street, Ste R, Sheridan, Wyoming, 82801, United States Email: info@kayanaforbusiness.com

Canada — Kayana Canada Inc (No. 1001438570) Address: 75 Bayly St W, Unit 15, Ajax, Ontario, L1S 7K7, Canada Email: info@kayanaforbusiness.com

European Union (incl. Spain and the Netherlands) — Kayana For Business Ireland (No. 737092) Address: 3D North Point House, North Point Business Park, New Mallow Road, Cork, T23 AT2P, Ireland Email: info@kayanaforbusiness.com

Australia — Kayana For Business Australia Pty Ltd (No. 693 838 014) Address: 368 Sussex Street, 526, Sydney, New South Wales, 2000, Australia Email: info@kayanaforbusiness.com