Terms of Service

01 Who we are

VibePass is an event ticketing and event management platform for the Kenyan market. It is owned and operated by Cloudtrade Centralised Systems Limited, a company based in Nairobi, Kenya ("VibePass", "we", "us", "our").

These Terms of Service (the "Terms") govern your access to and use of the VibePass websites at vibepass.co.ke and tickets.vibepass.co.ke, our check-in tools, our APIs, our embeddable ticket widget, and any other service we provide that links to these Terms (together, the "Platform").

Our Privacy Policy explains how we handle personal data and forms part of these Terms.

02 Definitions

03 Acceptance and eligibility

By creating an account, buying a Ticket, or otherwise using the Platform, you accept these Terms. If you do not accept them, do not use the Platform.

To create an Organizer account you must be at least 18 years old and have legal capacity to enter into contracts. If you are accepting these Terms for a company, association, church, school or other entity, you confirm that you are authorised to bind that entity, and "you" means that entity.

Attendees under 18 may buy or hold a Ticket only with the consent and supervision of a parent or guardian, and only where the Event permits it. Age restrictions for a particular Event are set by the Organizer and may be enforced at the door.

You may not use the Platform if you are barred from doing so under Kenyan law or any other law that applies to you, or if we have previously terminated your account.

04 Your account

You must give accurate, current and complete information when you register, and keep it up to date. We may require verification of your identity, your business, your bank or mobile money details, or your right to run a particular Event before we enable payouts or certain features.

You are responsible for everything that happens under your account, including actions taken by team members you invite. Keep your password confidential, use a password you do not reuse elsewhere, and tell us immediately at hello@vibepass.co.ke if you believe your account has been accessed without your authority.

We may refuse to create, or may close, any account at our discretion where we reasonably believe it is being used for fraud, misrepresentation, or in breach of these Terms.

05 Our role: we are not the organizer

When you buy a Ticket, you enter into a contract with the Organizer for admission to their Event. We act as the Organizer's limited agent for the purpose of collecting payment and issuing Tickets. Except where these Terms say otherwise, we are not a party to that contract.

This means the Organizer, and not VibePass, is responsible for:

• the Event actually taking place, at the advertised time, date, venue and standard;
• the accuracy of the Event listing, line-up, pricing, age policy and any promises made in marketing;
• venue safety, crowd management, security, licensing and permits;
• their refund, exchange, transfer and cancellation policy, and honouring it;
• admission decisions at the door, including refusing entry where their conditions are not met;
• any tax, levy or royalty payable in connection with the Event.

We do not endorse any Event or Organizer, and listing on the Platform is not a recommendation. Where we can reasonably help resolve a dispute between an Attendee and an Organizer we will try to, but we are not obliged to do so and we cannot compel an Organizer to act.

06 Organizer obligations

If you use the Platform as an Organizer, you agree to the following.

Your Event and your content

• You hold all licences, permits, approvals and insurances required to run the Event, including any county licence, liquor licence, public entertainment licence, music licensing or public health requirement that applies.
• Your Event listing, images, descriptions and marketing are accurate and not misleading, and you own or are licensed to use everything you upload.
• You will honour every Ticket validly issued through the Platform, subject only to the entry conditions you publish before sale.
• You comply with all applicable law, including the Consumer Protection Act 2012, the Data Protection Act 2019 and any regulations made under them.

Pricing and policies

• You set your ticket prices, any taxes or additional fees you add, and your refund policy, and you publish them clearly before purchase.
• Where you choose to pass our Fees to the buyer, the buyer's total is calculated and shown at checkout. Where you choose to absorb them, they are deducted from your settlement.
• You are responsible for determining, charging and remitting any VAT, catering levy, withholding tax or other tax arising from your ticket sales.

Attendee data

• You may use attendee personal data only to run the Event and to communicate about it, or as the attendee has separately agreed.
• You will not sell attendee data, and you will not send unsolicited marketing to attendees who have not opted in.
• You will respond promptly to attendee requests to access, correct or delete their data, and you will tell us if you receive a request that relates to data we hold.

You are responsible for the acts and omissions of anyone you invite to your account, and for any third-party tool, tracking pixel or webhook you connect to it.

07 Attendee and ticket terms

A Ticket is a limited, revocable licence to attend the Event, granted by the Organizer on the conditions they publish. It is not a property right.

• Your ticket is unique. Each Ticket carries a QR code that can normally be scanned once. Do not share, screenshot for resale, or publish your QR code — whoever presents it first may be admitted, and you may then be refused entry.
• Check your details before you pay. Tickets are issued to the name and email you provide. Delivery is by email; check your spam folder before contacting us.
• Resale. You may not resell a Ticket above face value, or sell it through any channel the Organizer prohibits. Tickets obtained in breach of these Terms may be cancelled without refund.
• Entry conditions. Admission is subject to the Organizer's rules, the venue's rules, security searches, age limits and capacity. Attendees may be refused entry or removed for unsafe, abusive or unlawful behaviour, normally without refund.
• Recording. Events are often photographed or filmed. By attending you may appear in recordings used by the Organizer, subject to their notices and applicable law.
• Personal risk. You attend at your own risk and are responsible for your own belongings. Nothing in these Terms excludes liability for death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded.

08 Payments and payment providers

The Platform accepts payment through the methods each Organizer enables for their Event. These currently include:

• M-Pesa — an STK push prompt is sent to the payer's phone and confirmed with their M-Pesa PIN. M-Pesa payments settle in Kenya Shillings only.
• Card and bank payments — processed by our payment partner Pesapal on their own hosted, PCI-DSS compliant checkout. Card details are entered on Pesapal's systems and are never stored by VibePass.
• Offline payment — where an Organizer enables it, an Order can be placed and settled directly with the Organizer, who marks it paid manually. VibePass does not verify offline payments and takes no responsibility for them.

Payment providers are independent third parties with their own terms. Their availability, timing, transaction limits and charges are outside our control. A payment is only complete when the provider confirms it to us; a message on your phone from a payment provider is not by itself confirmation that an Order has completed.

Where a payment is confirmed but the Order does not complete for a technical reason, we will reconcile it automatically where we can. If a payment leaves your account and no Ticket arrives, contact us with the payment confirmation code and we will investigate.

You must only use a payment instrument you are authorised to use. We may decline, delay, reverse or investigate any transaction we reasonably suspect is fraudulent, unauthorised, or in breach of law.

09 Collection of funds and payouts

Unless we have agreed a direct arrangement with an Organizer, ticket payments are collected into a VibePass merchant account operated by Cloudtrade Centralised Systems Limited. We hold those funds as the Organizer's limited collection agent and remit them, less Fees and any amounts properly deducted under these Terms, to the payout destination the Organizer has configured and verified.

Payment of the ticket price by an Attendee to us discharges the Attendee's payment obligation to the Organizer, even if we have not yet settled those funds to the Organizer.

Settlement, holds and reserves

• Payout timing and any minimum payout amount are shown in your account and may change with notice. Settlement normally follows completion of the Event.
• We may withhold, delay or reverse a payout, or hold a reserve, where we reasonably believe there is a risk of fraud, a high rate of refunds or chargebacks, an unresolved attendee dispute, a legal or regulatory requirement, an Event that has been cancelled or postponed, or a breach of these Terms.
• We may set off against any payout any amount you owe us, including Fees, refunds we have funded, chargebacks, reversals and related costs.
• Funds we hold for an Organizer are not held on trust and do not earn interest for the Organizer unless we agree otherwise in writing.
• You are responsible for the accuracy of your payout details. We are not liable for funds sent to an incorrect destination you provided.

If an Organizer's account is closed with a positive balance, we will remit the balance to their verified payout destination after deducting anything owed, subject to any legal obligation to withhold.

10 Fees and taxes

Our Fees are those published on our pricing page and shown in your account at the time of sale. Fees may be charged as a percentage of the Order, a fixed amount per ticket, or both.

• Each Event can be configured so that our Fees are either passed to the buyer, in which case they are added at checkout and shown before payment, or absorbed by the Organizer, in which case they are deducted at settlement.
• Free tickets are not charged a platform Fee.
• Payment provider charges, mobile money charges and bank charges may apply in addition and are not always within our control.
• We may change our Fees. Changes take effect for Events created or tickets sold after we publish them, and we will give reasonable notice of any material increase.
• All Fees are exclusive of VAT and other applicable taxes, which we will add where required by law.
• Fees already earned on a completed sale are non-refundable, save where we have agreed otherwise or the law requires it. Where a refund is issued to a buyer, we may retain our Fee for the work already performed.

Each party is responsible for its own taxes. Organizers are responsible for any tax on ticket revenue, and for issuing any tax invoice or receipt their buyers require.

11 Refunds, cancellations and postponements

Refund policies are set by the Organizer, not by VibePass. The policy shown on the event page at the time of purchase is the one that applies.

• Refund requests should go to the Organizer first. Where the Organizer authorises a refund, we will process it through the original payment method where that is technically possible.
• Some payment rails do not support automated reversal. Where that is the case, the refund is arranged directly with the payment provider or the Organizer, which may take longer.
• If an Event is cancelled, the Organizer is responsible for refunding buyers. Where we still hold the relevant funds, we may return them to buyers directly, and the Organizer authorises us to do so.
• If an Event is postponed or materially changed, tickets normally remain valid for the new date unless the Organizer says otherwise. The Organizer decides whether to offer refunds.
• If an Organizer fails to honour a refund they owe, our ability to help is limited to the funds we still hold for them. We do not fund refunds out of our own money and are not liable for an Organizer's failure to refund.
• Booking fees, service fees and payment charges may be non-refundable.

12 Chargebacks and reversals

A chargeback happens when a card issuer reverses a payment at the cardholder's request. A reversal is the equivalent on a mobile money or bank rail.

• Organizers are financially responsible for chargebacks and reversals on their sales, including any fee the payment provider charges us for handling them.
• We may deduct the disputed amount and related costs from the Organizer's balance or future payouts, or invoice the Organizer for it.
• Organizers agree to give us, promptly and at their cost, whatever evidence we reasonably request to defend a dispute — the event listing, the refund policy, check-in records and any correspondence with the buyer.
• Attendees should raise a problem with the Organizer, and then with us, before initiating a chargeback. Chargebacks filed without first attempting resolution may result in the associated Tickets being cancelled.

13 Prohibited events and conduct

You may not use the Platform to list, sell, promote or facilitate:

• anything unlawful under Kenyan law, or that would require a licence, permit or approval you do not hold;
• gambling, betting, lotteries or prize competitions without the licences those activities require;
• events promoting hatred, violence, discrimination, terrorism or the harassment of any person or group;
• sexual services, child sexual abuse material, or content that sexualises minors;
• the sale or supply of narcotics, unlicensed pharmaceuticals, weapons, or counterfeit or stolen goods;
• pyramid schemes, investment schemes, "get rich quick" offerings or any arrangement whose returns depend on recruiting others;
• fundraising you are not authorised to conduct, or charitable appeals that misrepresent where the money goes;
• fictitious events, or events you do not have the right or the intention to hold.

You also may not: interfere with or attempt to gain unauthorised access to the Platform or its infrastructure; scrape, crawl or bulk-download data other than your own; probe or test our security without our prior written permission; use the Platform to send spam or malware; misrepresent your identity or your affiliation with any person; use the Platform to launder money or evade sanctions; or resell, sublicense or white-label the Platform other than under an agreement with us.

Conduct of this kind may also be an offence under the Computer Misuse and Cybercrimes Act 2018 and other laws, and we report serious matters to the authorities.

14 Suspension and termination

You may stop using the Platform at any time, and Organizers may close their account once all Events are concluded and all obligations settled.

We may suspend or terminate access, remove an Event listing, cancel Tickets, or hold funds, with or without notice, where we reasonably believe that:

• you have breached these Terms or any law;
• there is fraud, impersonation, or a material risk of loss to buyers, to another user, or to us;
• we are required to do so by a regulator, a court, a payment provider or a partner;
• an Event has been cancelled, is unlikely to take place, or is generating a volume of complaints, refunds or chargebacks that we consider abnormal.

Where we suspend an account we will normally tell you why and, where it is appropriate and lawful, give you an opportunity to put things right. Suspension does not relieve you of obligations you have already incurred, including to your ticket buyers.

Sections that by their nature should survive termination do survive it, including fees owed, chargeback liability, indemnity, limitation of liability, and governing law.

15 Intellectual property

The Platform, its software, design, database structure, and the VibePass name and logo are owned by Cloudtrade Centralised Systems Limited or its licensors and are protected by copyright, trade mark and other laws. Nothing in these Terms transfers any of those rights to you.

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its intended purpose while these Terms are in force.

You keep ownership of the content you upload — your event copy, artwork, logos and attendee-facing material. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, adapt for formatting, and display that content to the extent needed to operate and promote the Platform and your Event. This licence ends when you delete the content, except for copies retained in backups or where we must keep records by law.

You confirm that your content does not infringe anyone else's rights. If you believe content on the Platform infringes yours, write to hello@vibepass.co.ke with details and we will investigate.

Feedback and suggestions you send us may be used without restriction or obligation to you.

16 Data protection roles

Both parties will comply with the Data Protection Act 2019 and its regulations.

• For account data, billing data, platform usage data and our own communications, we are the data controller. How we handle it is explained in our Privacy Policy.
• For attendee data collected through an Organizer's Event — names, contact details, answers to the Organizer's registration questions, check-in records — the Organizer is the data controller and we act as their data processor. We process that data to operate the Platform, on the Organizer's documented instructions, and as otherwise required by law.

As processor we will: keep the data confidential; apply appropriate technical and organisational security measures; use sub-processors only where they are bound to equivalent obligations; assist the Organizer, so far as reasonably practicable, with data subject requests and security incidents; and delete or return the data at the end of the relationship, subject to any legal retention obligation.

Organizers confirm that they have a lawful basis for collecting attendee data through the Platform, that they have given attendees the notices the law requires, and that their own instructions to us will not put us in breach of the Act.

17 Communications

By using the Platform you agree that we may contact you electronically about matters relating to your account, your Orders and your Events — order confirmations, tickets, payment notifications, security alerts, service changes and other transactional messages. These are part of the service and cannot be opted out of while your account is active.

Marketing messages are separate. We send them only where you have opted in, and every one carries a way to unsubscribe.

Organizers may message their own attendees through the Platform. Organizers are responsible for the content of those messages and for complying with the law on unsolicited communications. We may rate-limit, review or block messages that appear to be spam, and we may suspend messaging on an account that generates complaints.

Notices to you may be sent to the email address on your account. Notices to us should go to hello@vibepass.co.ke.

18 Third-party services

The Platform connects to third-party services, including payment providers, email and SMS delivery providers, hosting providers and analytics. Organizers may additionally connect their own tools, such as tracking pixels, webhooks and affiliate arrangements.

We are not responsible for third-party services, their availability, or how they handle information you or your attendees give them. Where an Organizer adds a tracking pixel or similar tool to their event page, the Organizer is responsible for the lawfulness of that tool and for any notice or consent it requires.

Links to external sites are provided for convenience only and are not an endorsement.

19 Availability and support

We work hard to keep the Platform available and to keep event day running smoothly, but we do not guarantee uninterrupted or error-free service. We may carry out maintenance, and we may change, suspend or withdraw features.

Some parts of the service depend on networks and providers we do not control, in particular mobile money and card rails, SMS and email delivery, and internet connectivity at a venue. Interruptions to those services can affect payments and check-in.

Support is provided by email, phone and WhatsApp during the hours published on our contact page. We aim to respond to email within one business day. Any response times we publish are targets, not contractual commitments, unless we have agreed a separate written service level with you.

We recommend Organizers export attendee lists before event day and have an offline fallback for check-in.

20 Disclaimer of warranties

To the maximum extent permitted by law, the Platform is provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or that the Platform will meet your requirements or operate without interruption or error.

We do not warrant the conduct of any Organizer, Attendee or third party, or the quality, safety, legality or occurrence of any Event.

Nothing in this section limits any right you have under the Consumer Protection Act 2012 or any other law that cannot lawfully be excluded.

21 Limitation of liability

To the maximum extent permitted by law:

• We are not liable for indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, goodwill, anticipated savings, data or business opportunity, however caused.
• We are not liable for any loss arising from an Event being cancelled, postponed, changed, oversold or badly run, from an Organizer's failure to refund, or from an Attendee's conduct.
• We are not liable for any failure or delay of a payment provider, telecommunications network, venue or other third party.
• Our total aggregate liability to you for all claims arising out of or relating to the Platform or these Terms is limited to the greater of (a) the total Fees you paid to us, or that we earned on your Orders, in the three months before the event giving rise to the claim, or (b) KES 20,000.

Nothing in these Terms excludes or limits liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

These limits apply however the claim arises, whether in contract, tort (including negligence), statute or otherwise, and apply even if we were advised that the loss was possible.

22 Indemnity

You will indemnify and hold harmless Cloudtrade Centralised Systems Limited, its directors, employees and agents against any claim, demand, loss, liability, fine, penalty, cost or expense (including reasonable legal fees) arising out of or in connection with:

• your Event, including any injury, damage, cancellation, licensing failure or consumer complaint connected with it;
• your breach of these Terms or of any law;
• content you upload or messages you send through the Platform;
• your handling of attendee personal data;
• any chargeback, reversal or refund arising from your sales;
• any dispute between you and an Attendee, another Organizer, a venue or a third party.

We will notify you of any claim we intend to seek indemnity for, and you may participate in its defence at your cost. You may not settle a claim in a way that imposes any obligation or admission on us without our written consent.

23 Force majeure

Neither party is liable for failure or delay in performing its obligations (other than payment obligations already due) caused by events beyond its reasonable control. These include acts of God, fire, flood, epidemic or pandemic, government or county action, civil unrest, strike, terrorism, war, sabotage, cyber-attack, failure of a mobile money or banking network, prolonged power outage, and failure of internet or telecommunications infrastructure.

The affected party will notify the other as soon as practicable and use reasonable efforts to resume performance. If the event continues for more than 60 days, either party may terminate the affected obligations on written notice.

24 Changes to the service and these terms

We may update these Terms to reflect changes in our services, our partners, or the law. The current version is always at this address, with its effective date at the top.

Where a change is material we will give reasonable notice — normally by email to Organizers, or by a notice on the Platform — before it takes effect. Continuing to use the Platform after a change takes effect means you accept the updated Terms. If you do not accept them, stop using the Platform and, if you are an Organizer, conclude your outstanding Events.

The Terms in force when a Ticket is bought are the ones that apply to that Order.

25 Governing law and disputes

These Terms and any dispute arising out of them or the Platform are governed by the laws of Kenya.

If a dispute arises, tell us first. Write to hello@vibepass.co.ke setting out the problem and what you would like us to do. Most matters are resolved this way, and both parties agree to attempt good-faith resolution for 30 days before starting formal proceedings.

If the dispute is not resolved, it may be referred to mediation in Nairobi by agreement between the parties. Failing resolution, the courts of Kenya have exclusive jurisdiction. Nothing here prevents either party from seeking urgent injunctive relief, or a consumer from using any statutory complaint mechanism available to them.

26 General provisions

Entire agreement

These Terms, together with the Privacy Policy and any written agreement we sign with you, are the entire agreement between us and replace any earlier understanding on the same subject. Where a signed agreement conflicts with these Terms, the signed agreement prevails for that customer.

Assignment

You may not assign or transfer your rights under these Terms without our written consent. We may assign or transfer ours to an affiliate or in connection with a merger, acquisition or sale of assets, on notice to you.

Severability and waiver

If any provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force. A failure to enforce a provision is not a waiver of it.

No partnership

Nothing in these Terms creates a partnership, joint venture, employment or franchise relationship. Except as expressly stated for payment collection, neither party may bind the other.

Third parties

Only you and we may enforce these Terms. No other person has rights under them, except that our directors, employees and agents may rely on the sections limiting liability and providing indemnity.

Language

These Terms are written in English. Any translation is provided for convenience, and the English version prevails.

27 How to contact us

For privacy questions and data subject requests, see the Privacy Policy. For anything else, our contact page lists support hours and the fastest route on event day.