PUBLIC OFFER
(Event Organizer Merchant Agreement)
This document is a public offer made by PHUKET MUSIC INDUSTRY CO., LTD (trading as LOTUS ARENA) (the “Platform”) to legal entities and sole proprietors wishing to list and sell tickets to their events through the website https://ticket.lotusarena.life/ (the “Site”).
1. ABOUT THE PLATFORM
LOTUS ARENA is an online ticketing service that helps Organisers publish information about their events, sell tickets, manage attendee registrations and receive payments for ticket sales.
Our Services include ticketing tools, payment processing support (where applicable) and related operational support.
The Platform is not the organiser of any event. Each event is organised and held by the relevant Organiser, who is solely responsible for the event, its content, the accuracy of the information provided about it, the terms of ticket sales and the fulfilment of its obligations to ticket buyers.
In this Agreement, “Platform,” “we,” “us,” and “our” refer to PHUKET MUSIC INDUSTRY CO., LTD, a company incorporated under the laws of Kingdom of Thailand, registration number 0835566038011, with its registered office at 2/1, Unit 2, Sri Sunthon Road, Soi Choeng Thale 1, Cherngtalay Sub-district, Thalang District, Phuket 83110, Thailand, acting as the owner and/or operator of the "Lotus Arena" concert venue (hereinafter referred to as the "Arena"), and the owner and operator of the online ticketing platform available at https://ticket.lotusarena.life/.
2. HOW THE AGREEMENT IS FORMED
This Agreement governs the relationship between the Platform and any person or organisation that uses the Platform as an organiser to sell tickets and use related services (referred to as “you” or the “Organiser”).
To start using the Platform as an Organiser, you must register an Organiser account and provide the information and documents we request.
You accept this Agreement when you:
register as an Organiser;
provide the required information and documents; and
accept the terms of this Agreement through the Platform (including by ticking the relevant box or taking any other action that confirms your acceptance).
We will then review the information and documents you have provided. If you successfully pass our review, we will activate your account and notify you accordingly.
The Agreement is formed when your account is activated. It is legally binding on both you and us. You do not need to sign a separate paper or electronic agreement.
By completing these steps, you confirm that you have read, understood and accepted the terms of this Agreement.
We may refuse registration or activation at our sole discretion after compliance review, without obligation to give reasons.
3. HOW THIS AGREEMENT RELATES TO OTHER TERMS
This Agreement forms part of the terms governing your use of the Platform and should be read together with our Terms of Use and Privacy Policy.
If there is any conflict between this Agreement and our Terms of Use, this Agreement will prevail to the extent of the conflict in matters relating to the Organiser.
4. ELIGIBILITY, REGISTRATION AND COMPLIANCE
To use the Organizer Services you must:
(a) have legal capacity and authority to enter into this Agreement (personally or on behalf of an entity);
(b) provide truthful, accurate and complete information about yourself, your company (if any), the event and your status;
(c) upload all required corporate and identity documents (including, where applicable, documents confirming status under Thai or other applicable law); and
(d) pass our compliance and KYC/AML review.
You must promptly update any information that changes.
We may request additional information or documents at any time. Failure to provide accurate information may result in suspension, termination or withholding of payouts.
We may share registration and event data with payment partners, banks and other service providers as needed to provide the Services and comply with law.
You authorise us to conduct due diligence, including through third-party providers.
5. EVENT LISTINGS
The Organizer independently determines the content of its Event listing (description, prices, ticket categories, admission conditions) and bears full responsibility for the accuracy of that information.
The Platform may refuse to publish, edit, or remove an Event listing that breaches applicable law, third-party rights, or the terms of this offer.
The Organizer is solely responsible for obtaining all permits, licenses, and approvals required to hold the Event under the law of the country where it takes place.
6. PAYMENT PROCESSING
Collection of Buyer payments is processed exclusively through third-party payment service providers/agents engaged by the Platform that hold the required licences.
The Platform itself does not accept or hold Buyer funds as a payment agent.
You remain fully responsible for fulfilling all confirmed orders to Consumers as if they paid you directly. You must honour every confirmed ticket/registration.
Payouts of net Event Proceeds (after deduction of our fees, taxes, chargebacks, refunds and other amounts you owe) will be made according to the schedule and method available in your account. We may hold a payout for a reasonable time if we need to run a risk, fraud or compliance check first.
We are not responsible for payout delays caused by you, our payment partners or other third parties, unless the delay is due to our own wilful misconduct or gross negligence.
The Organizer is solely responsible for providing accurate and up-to-date bank/payout details and for promptly notifying the Platform of any change. The Platform takes reasonable steps to verify that the payout account matches the Organizer’s registered legal entity but is not liable for loss of funds caused by inaccurate or outdated details provided by the Organizer, except where such loss results from the Platform’s wilful misconduct or gross negligence.
Refunds to Buyers upon cancellation or postponement of the Event, or upon a Buyer’s withdrawal, are governed by the refund policy published on the Site, which is binding on the Organizer.
7. FEES, DEDUCTIONS AND RESERVES
Platform Fees
The Platform sets the applicable fees and shows them in the Organiser’s account before Ticket sales begin.
Fees may vary depending on the Event, payment method, currency and other applicable conditions.
The Platform may change its fees for future sales by notifying the Organiser through the Organiser’s account. The new fees will apply to sales made after the effective date of the change.
Unless otherwise stated in the Organiser’s account, applicable fees will be deducted from the amount payable to the Organiser.
You agree to pay all applicable Platform fees (service fees, payment-processing fees and any other fees shown at the time of listing or in your account). Fees are deducted from Event Proceeds or invoiced as applicable.
We may deduct, set off or reserve amounts for fees, chargebacks, refunds, taxes, penalties, or any other amounts you owe us. We may hold reserves for risk-management reasons.
Outstanding fees become immediately due on termination.
8. REFUNDS AND CHARGEBACKS
You are responsible for your refund policy and for all refunds, chargebacks and related costs arising from your events. You must reimburse us promptly and in full for any chargebacks, refunds we issue on your behalf, and all associated fees and penalties.
We retain discretion to manage chargebacks and may issue refunds in cases required by law, our policies, or where we consider it necessary to protect Consumers or the Platform (including event cancellation or material non-performance).
You must not encourage Consumers to file chargebacks.
9. TAXES
You are responsible for calculating, reporting and paying all taxes, fees and other mandatory charges related to your Events and the sale of Tickets, goods or services through the Platform, to the extent required by applicable law. This includes VAT and similar taxes under Thai law or other applicable laws.
We may collect and pay taxes where required by law or where appropriate. This does not relieve you of your other tax obligations.
You must reimburse us for any taxes, interest or penalties arising from your failure to meet your tax obligations, unless they resulted from our fault.
10. ORGANIZER’S REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
The Organizer represents and warrants that:
the signatory has full authority to act on behalf of the Organizer;
all Event information is accurate, current and not misleading to Buyers;
the Event will take place at the stated date, time and venue, or the Organizer will promptly notify the Platform and Buyers of any change or cancellation;
the Organizer complies with applicable law, including safety, consumer-protection and data-protection requirements;
the Organizer will promptly notify the Platform of any change to its corporate details, bank details or circumstances affecting performance of the agreement.
11. PLATFORM’S RIGHTS AND OBLIGATIONS
The Platform provides Organisers with tools to list Events, sell Tickets, manage attendee registrations and receive payments, where applicable.
The Platform does not guarantee any particular number or volume of Ticket sales. Sales may depend on various factors, including the nature and content of the Event, Ticket prices and the Organiser’s efforts to attract buyers.
The Platform may suspend or block the Organizer’s Dashboard, remove Event listings and/or withhold payouts where it has reasonable grounds to suspect fraud, a breach of this offer or applicable law, or at the request of a competent authority.
The Platform is not a party to, and bears no responsibility for, the relationship between the Organizer and Buyers arising from the holding of the Event, including its content, quality or actual occurrence.
12. SUSPENSION AND TERMINATION
We may limit, suspend or terminate your access to the Services and/or withhold payouts at any time, with or without notice, if: you breach this Agreement or applicable law; you fail compliance requirements; payment partners refuse to process your transactions; we receive legal process affecting your funds; or we reasonably believe there is risk of fraud, chargebacks or harm to Consumers or the Platform.
You may stop using the Services and delete your account at any time, but remaining obligations (including payment, refund and indemnity obligations) survive.
On termination we will pay any undisputed net amounts owed to you within a reasonable time, subject to deductions and reserves.
Provisions that by their nature should survive (including payment, refund, chargeback, indemnity, limitation of liability and data-protection clauses) will survive termination.
13. INTELLECTUAL PROPERTY
The Organizer grants the Platform a non-exclusive, royalty-free licence to use the materials it provides (name, logo, description, images) solely for the purpose of marketing and selling Tickets to the Event.
All rights to the Site, its software and the Platform’s trademarks belong to the Platform.
14. PERSONAL DATA
The Platform processes personal data of the Organizer, its representatives and beneficial owners for the purpose of performing this offer, in accordance with the Personal Data Protection Act B.E. 2562 (PDPA) (2019) and the Privacy Policy published on the Site.
Where the Organizer acts as a data controller in respect of Buyer personal data, it is solely responsible for the lawfulness of its collection and processing of such data within the scope shared with it by the Platform.
Each party will implement appropriate technical and organisational measures to protect personal data. In the event of a personal-data breach affecting the other party’s data, the party suffering the breach will notify the other without undue delay as required by the PDPA.
15. LIABILITY AND INDEMNITY
The Organizer shall indemnify the Platform for losses, penalties and costs arising from the Organizer’s breach of this offer, applicable law or third-party rights, including Buyer claims.
The maximum aggregate liability of the Platform to the Organizer for any claim arising out of or in connection with this Agreement shall be limited to the amount of the commission received by the Platform from the Organizer in respect of the Event to which such claim relates.
The Platform is not liable for indirect losses, loss of profit or reputational harm.
16. FORCE MAJEURE
A Party is not liable for any failure or delay in performing its obligations under this Agreement if the failure or delay is caused by circumstances beyond its reasonable control that could not reasonably have been foreseen or prevented.
Such circumstances include, in particular, natural disasters, fires, war, terrorist acts, epidemics and pandemics, actions or restrictions of government authorities, widespread failures of communication networks or the internet, banking or payment systems, and other events that meet the above conditions.
The affected Party must notify the other Party within a reasonable time and, where reasonably possible, take steps to limit the impact of the force majeure event.
While the force majeure event continues to prevent performance, the affected obligations will be suspended for the period during which they cannot reasonably be performed.
If a force majeure event continues for an extended period and materially prevents performance of the Agreement, either Party may terminate the affected obligations or this Agreement in accordance with applicable law.
17. TERM, SUSPENSION AND TERMINATION
This agreement is concluded for an indefinite term and remains in force until terminated by either party.
The Organizer may terminate this agreement at any time by notice through the Dashboard, subject to completion of settlement for Tickets already sold.
The Platform may unilaterally suspend or terminate this agreement for a material breach by the Organizer, upon notice by email.
18. GOVERNING LAW AND DISPUTE RESOLUTION
This Offer and the relationship between the Platform and the Organiser are governed by the substantive laws of the Kingdom of Thailand.
The parties will seek to resolve any dispute through negotiation. The party receiving a written claim must respond within 15 (fifteenth) business days.
Any dispute that cannot be resolved through negotiation will be finally resolved by arbitration administered by the Thailand Arbitration Center (THAC) in accordance with the THAC Rules in force at the time the arbitration is commenced.
The seat of arbitration is Bangkok, Thailand. The tribunal will consist of one arbitrator. The language of the arbitration will be English. The arbitral award will be final and binding on the parties.
19. MISCELLANEOUS
We may update this Agreement from time to time. Material changes will be notified by posting on the Platform or by email/account notice. Continued use after the effective date constitutes acceptance.
Entire Agreement. This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and us regarding the Organizer Services and supersedes prior discussions on the same subject.
If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
Failure to enforce any right does not constitute a waiver.
You may not assign this Agreement without our prior written consent. We may assign it to an affiliate or successor.
Notices may be given by email to the address in your account or by posting in the Platform.
We may translate this Merchant Agreement into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.
Contact
For questions about this Agreement: lotusarenapmi@gmail.com or the contact details shown on the Platform.