Organiser Agreement

1. Introduction

This Organiser Agreement ("Agreement") is between GUESTI PTY LTD (ABN: 60 685 887 094) ("Guestii", "we", "us", "our") and the venue, organiser, promoter or business onboarded to use the Guestii platform (the "Organiser", "you", "your").

This Agreement applies in addition to, and should be read together with, our public Terms of Service and Privacy Policy. Where there is a direct conflict between this Agreement and the public Terms in respect of an Organiser's use of the platform, this Agreement prevails.

By being onboarded to Guestii, accepting this Agreement at sign-in, or using the platform commercially, you agree to be bound by it.

2. Definitions

Platform: the Guestii and Guest Line web and mobile applications and any associated services or APIs.
Guest Data: personal information collected from guests, attendees or fans through the Platform in connection with the Organiser's events, including names, contact details, request and attendance records, QR scan logs, spend data and any other related information.
Re-invitation: a communication, sent through the Platform's built-in messaging tools, inviting a guest to a future event run by the same Organiser.
Team Member: any individual the Organiser invites to access the Organiser's workspace, in any role.
Per-Entry Fee: the fee Guestii charges per paid entry processed through the Platform.

3. Acceptance

Guestii is sales-onboarded. Your workspace is enabled by Guestii after onboarding. Acceptance of this Agreement occurs at the earliest of:

The Account Owner clicking "I agree" (or equivalent) at the in-app acceptance step;
The Organiser commercially using the Platform to run an event; or
Payment of, or settlement against, any Per-Entry Fee.

Your continued use of the Platform constitutes acceptance of the most recent version of this Agreement.

4. Access to the platform

Guestii grants the Organiser a limited, non-exclusive, non-transferable, revocable licence to use the Platform during the term of this Agreement, solely for the operation of the Organiser's own events.

The Organiser must not:

Sublicense, resell or white-label access to the Platform;
Use the Platform on behalf of unrelated third parties;
Use the Platform to operate events that are not lawfully run by the Organiser.

5. Roles and team access

Guestii enforces role-based access. Each Team Member must accept their own user terms within the Platform before being granted access. The Organiser is responsible for ensuring all Team Members comply with this Agreement and for promptly removing access when a Team Member departs.

5.1 Account Owner

The primary controller of the Organiser's workspace. The Account Owner has full access to Guest Data and to all Team Member, billing and configuration settings. The Account Owner is the Organiser's signatory to this Agreement.

5.2 Venue Manager

Has full access to Guest Data for the venue or workspace they are assigned to.

5.3 Event Manager

Has full access to Guest Data for the events they are assigned to.

5.4 Promoter (Guest Line)

Promoters using Guest Line have access only to their own CRM - that is, the guests they have personally referred or whose requests they have personally handled. Promoters do not have access to the broader Organiser CRM, to other promoters' guest lists, or to venue-wide guest data.

5.5 Team Member compliance

The Organiser warrants that each Team Member will:

Use Guest Data only within the role and permissions granted to them;
Not export, copy, share or use Guest Data outside of authorised purposes;
Not share login credentials with any other person;
Comply with this Agreement and all applicable laws.

6. Guest Data - ownership and obligations

6.1 Ownership

The Organiser owns the Guest Data submitted through their workspace. Guestii holds a limited licence to that Guest Data only to operate, secure and improve the Platform and to deliver the services contracted for.

6.2 Lawful basis at collection

The Organiser warrants that, at the point Guest Data is collected through the Platform, valid consent or another lawful basis exists for its collection and intended use, in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Spam Act 2003 (Cth), and any equivalent laws applicable to the recipient.

6.3 Restrictions on use of Guest Data

The Organiser must not, and must not permit any Team Member or third party to:

Sell, rent, trade or licence Guest Data to any third party;
Share Guest Data with other organisers, venues or promoter networks, including affiliated venues outside the Organiser's own legal entity, without separate lawful basis and consent;
Profile, score or target guests in ways that the guest did not consent to or that are inconsistent with the purpose for which the data was collected;
Use Guest Data to contact guests for any purpose other than as permitted under sections 7 and 8 of this Agreement;
Combine Guest Data with externally sourced data in a way that re-identifies guests beyond the scope of their consent.

Breach of this clause is a material breach of this Agreement.

6.4 Guest rights

The Organiser will respond to guest requests for access, correction or deletion of their personal information within the timeframes required by applicable law, and will notify Guestii of any request that affects data held within the Platform so the request can be actioned.

6.5 Use of external tools

Where the Organiser exports Guest Data to external tools (for example, an email service provider, SMS gateway, CRM, customer data platform or social media custom audience), the Organiser is solely responsible for ensuring those tools provide equivalent protections and that the external use complies with all applicable laws.

7. Re-invitation: the only on-platform communication

The Platform's built-in messaging is restricted to Re-invitations. Re-invitations may be used to invite a guest to a future event run by the same Organiser.

7.1 Prohibited on the Platform

The Organiser must not use the Platform's messaging tools to send, on its own behalf or on behalf of any third party:

General newsletters or content unrelated to the Organiser's own future events;
Promotions, offers or marketing for products, services, brands or affiliates that are not the Organiser's own events;
Cross-promotions for other venues, promoters or organisers;
Political, charitable or unrelated commercial messaging;
Any communication that does not contain a clear, immediate connection to a future event of the Organiser.

7.2 Content standards

Re-invitations must:

Clearly identify the Organiser as the sender;
Be accurate, lawful and not misleading;
Honour any unsubscribe or opt-out indication previously given by the guest.

7.3 Frequency and rate limits

Guestii may impose reasonable frequency, rate or volume limits on Re-invitations to protect guests from over-messaging and to maintain Platform deliverability and reputation.

7.4 Suspension of messaging

Guestii may suspend or revoke an Organiser's messaging access immediately if the Organiser uses the Platform's messaging tools for purposes other than Re-invitation, or otherwise in breach of this section 7.

8. External marketing

The Organiser may use Guest Data outside the Platform - in their own email service provider, SMS gateway, CRM, customer data platform, social media custom audiences, or any other third-party tool - subject to clauses 6.3 and 6.5 and to all applicable laws.

The Organiser is solely responsible for:

Maintaining a valid lawful basis and consent for each external marketing communication;
Including sender identification and a working unsubscribe mechanism in every commercial electronic message;
Honouring unsubscribe requests within the timeframes required by law;
The accuracy, lawfulness and content of any external marketing communication.

Guestii is not a party to and is not responsible for any communication the Organiser sends outside the Platform.

9. Acceptable use

The Organiser must not, and must not permit any Team Member or third party to:

Scrape, crawl, mass-export or otherwise extract data from the Platform other than through approved exports;
Reverse engineer, decompile, disassemble or attempt to derive the source code or internals of the Platform;
Interfere with, disrupt or impair the Platform or any server or network connected to it (including DoS or DDoS activity);
Introduce viruses, trojans, worms or any other malicious code;
Use the Platform to impersonate any person or entity, including Guestii;
Use the Platform to facilitate fraud, money laundering, ticket scalping (where prohibited by law), or any other unlawful conduct;
Use the Platform in connection with events that admit minors in breach of applicable liquor, age or licensing laws;
Use the Platform in any way that violates intellectual property rights of Guestii or third parties.

10. Account security

The Organiser is responsible for the security of its workspace, including:

Ensuring all Team Members use strong, unique credentials;
Not sharing logins between people;
Promptly removing access for Team Members who leave the Organiser or change roles;
Notifying Guestii promptly of any suspected unauthorised access or security incident;
Cooperating with Guestii in the investigation and remediation of any incident.

11. Fees

Guestii is not a subscription. There is no recurring SaaS fee, no minimum spend and no auto-renewal. Guestii is paid per paid entry only.

11.1 Guestlists are free

Guestii does not charge a fee for guestlist requests, free guestlist entries or unpaid RSVPs. Guestlist functionality is provided as part of the Platform at no cost to the Organiser or the guest. Refunds, fees and disputes do not apply to guestlist entries.

11.2 Per-Entry Fee

Guestii charges a Per-Entry Fee for each paid entry processed through the Platform. A "paid entry" includes:

Paid door entries processed through Guestii's front-of-house tools; and
Where Guestii provides online ticketing functionality, paid online ticket purchases.

The Per-Entry Fee is set out in the Organiser's onboarding terms or in the published Guestii pricing applicable at the time the entry is processed.

11.3 Pass-through and disclosure

The Per-Entry Fee is passed through to the buyer as part of the ticket price and disclosed at checkout or at the point of payment. The Organiser must not represent the Per-Entry Fee in a way that is misleading or that obscures total ticket cost from the guest.

11.4 Refunds

The Organiser is solely responsible for deciding whether a refund is owed and for setting their refund policy, subject to applicable law (including the Australian Consumer Law).

For paid at-door entries: where entry has been granted, the entry has been delivered. Per-Entry Fees and the underlying ticket price are not refundable through Guestii in respect of completed door entries.

For paid online tickets, where Guestii provides online ticketing functionality:

Guestii may operationally process refunds to the buyer on the Organiser's instruction;
The Organiser remains the decision-maker on whether a refund is owed and the merchant in respect of the underlying ticket price;
Where the underlying ticket is refunded to the buyer, the corresponding Per-Entry Fee is refunded to the buyer together with the ticket price, unless otherwise agreed with the Organiser in writing or required by law;
Guestii is not the merchant of record and does not hold or control buyer funds; refund flows operate through the Organiser's payment provider.

Guest-initiated chargebacks and payment disputes remain the responsibility of the Organiser and are handled through the Organiser's payment provider.

11.5 Changes to fees

Guestii may change the Per-Entry Fee on at least 30 days' notice. Continued use of the Platform after the notice period constitutes acceptance of the new fee.

12. Suspension

Guestii may suspend the Organiser's access to all or part of the Platform, with or without prior notice, where:

The Organiser materially breaches this Agreement, in particular sections 6 (Guest Data), 7 (Re-invitation) or 9 (Acceptable use);
Suspected fraud, unlawful activity or risk to the security or integrity of the Platform;
A regulator, court or law enforcement agency requires Guestii to do so;
Excessive or anomalous activity that creates a present risk to other users or to deliverability.

Where reasonable to do so, Guestii will notify the Organiser of the suspension and the steps required to restore access.

13. Termination and data deletion

Either party may terminate this Agreement on 30 days' written notice to the other. Either party may terminate immediately for material breach that is not cured within a reasonable period after notice.

On termination:

The Organiser's workspace will be deactivated;
Guest Data held by Guestii in connection with the Organiser will be deleted from the active Guestii database within 30 days of offboarding, subject to any retention required by law (for example, financial records);
Backups may persist for a reasonable additional period in accordance with Guestii's standard backup rotation, after which they are overwritten.

Termination does not affect Per-Entry Fees already accrued, or any obligations in this Agreement that by their nature survive termination (including data obligations, indemnity and limitation of liability).

14. Data export

On reasonable request prior to or at the time of termination, the Organiser may receive a one-time export of their Guest Data in a standard format (for example, CSV). The Organiser is responsible for storing exported data securely and lawfully thereafter.

15. Monitoring and audit

Guestii may monitor Platform activity at an aggregate and operational level to detect abuse, maintain security, enforce this Agreement and improve the service. This includes monitoring messaging volumes and patterns, login activity, scan activity, export activity and other operational signals.

Where Guestii has reasonable grounds to suspect a breach of this Agreement, Guestii may audit the Organiser's relevant Platform activity and request reasonable cooperation from the Organiser, including evidence of consent, sender identification and unsubscribe handling for any external marketing.

16. Confidentiality and Guestii intellectual property

The Platform, including all software, designs, user interface, branding, trademarks, documentation and underlying intellectual property, is owned by Guestii or its licensors. Nothing in this Agreement transfers ownership of any Guestii intellectual property to the Organiser.

The Organiser must not:

Copy, reproduce, modify or create derivative works of the Platform other than as required to use it as intended;
Use Guestii trademarks or branding except as expressly permitted, or in a way that suggests an endorsement or partnership that does not exist;
Disclose non-public information about the Platform (including pricing, roadmaps, security details and internal documentation) without Guestii's prior written consent.

17. Use of Organiser brand and logo

The Organiser grants Guestii a non-exclusive, royalty-free, worldwide licence to use the Organiser's name, trading names and logo for the purpose of identifying the Organiser as a Guestii customer - including on guestii.com (for example, in a "Brands we work with" section), in case studies, sales decks, investor materials and marketing communications.

The Organiser may revoke this licence at any time by written notice to lewis@guestii.app. Guestii will remove the Organiser's brand from active marketing within a reasonable period following revocation but is not required to recall historical materials.

18. Limitation of liability

To the maximum extent permitted by law:

Guestii is not liable for:

Loss of revenue, profits, business or goodwill;
Event outcomes, attendance numbers or commercial results;
Denied entry, removal of guests, or venue or door-staff decisions;
Payment processing, settlement or refund issues handled by Square or any other payment provider;
The Organiser's use of Guest Data, including any external marketing, profiling, list sharing, onward disclosure or onward sale;
Privacy or spam-law claims, complaints, fines or penalties arising from the Organiser's use of Guest Data outside the Platform;
Acts or omissions of Team Members;
Indirect, incidental, special or consequential loss.

Guestii's total aggregate liability under this Agreement is limited to the total Per-Entry Fees paid to Guestii by the Organiser in the 12 months immediately preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under the Australian Consumer Law or other applicable law.

19. Indemnity

The Organiser will indemnify and hold harmless Guestii (and its officers, employees and contractors) against any claim, action, fine, penalty, complaint, loss, cost or expense (including reasonable legal fees) arising from or in connection with:

The Organiser's breach of this Agreement, in particular the data and re-invitation obligations in sections 6, 7 and 8;
The Organiser's use of Guest Data, including any external marketing, alleged breaches of the Privacy Act, the Spam Act or equivalent laws, and unsolicited communications;
Acts or omissions of Team Members in connection with the Platform;
The Organiser's events, including injury, loss, damage, disputes with attendees, ticketing disputes and licensing or regulatory issues;
The Organiser's misuse, misrepresentation or infringement of third-party intellectual property or rights.

20. Changes to this Agreement

Guestii may amend this Agreement from time to time. Material changes will be notified to the Account Owner by email or in-app notice on at least 30 days' notice, except where a shorter period is required by law, by a regulator, or to address a security or integrity issue.

Continued use of the Platform after the notice period constitutes acceptance of the updated Agreement. Where the Organiser does not accept a material change, the Organiser may terminate this Agreement under section 13 before the change takes effect.

21. Notices

Notices to the Organiser will be sent by email to the address registered to the Account Owner, or by in-app notice. Notices to Guestii must be sent to lewis@guestii.app.

22. Governing law

This Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria. If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force and effect.

23. Contact

GUESTI PTY LTD

ABN: 60 685 887 094

Email: lewis@guestii.app