Ticketbooth Seller Agreement
Last updated: 2 February 2015
Last updated: 2 February 2015
Construction of agreement
This agreement comprises the following documents:
In the event of any inconsistency between the documents comprising this agreement, this agreement shall be interpreted according to the order in which the documents appear above.
Definitions and Interpretation
The Dictionary in clause 22 defines some of the terms used in this agreement and sets out the rules of interpretation which apply to this agreement
The Client grants to Ticketbooth the right to supply during the Term the Ticketbooth Services in respect of the Event, on the terms and conditions of this agreement.
This agreement commences on the Commencement Date and ends on the Expiry Date, unless terminated earlier under clause 10.
Ticketbooth must supply to the Client the Ticketbooth Services in respect of the Event in accordance with this agreement.
The Client is solely responsible for performing, at its cost, its obligations under this clause 5.
Information Relating to Event
The Client must:
Use and promotion of Ticketbooth Services
The Client must:
Ownership and removal of the Ticketbooth Hardware and Software
At all times, the Ticketbooth Hardware and Software remains the sole property of Ticketbooth. At the end of the Event, Ticketbooth may remove the Ticketbooth Hardware and Software in accordance with clause 11.
Use of the Ticketbooth Hardware and Software
Ticketbooth grants to the Client a non-exclusive right to use the Ticketbooth Software. The Client must ensure that:
Loss or Damage to Ticketbooth Hardware and Software
If any part of the Ticketbooth Hardware and Software is damaged (other than by Ticketbooth or its Personnel or through fair wear and tear or any latent defect), the Client must pay to Ticketbooth the cost of restoring or replacing the Ticketbooth Hardware and Software to at least the same condition as it was before the damage occurred. The Client must apply any money received under any insurance or from any third party in connection with such damage in satisfying its obligations under this clause.
Payments relating to the Service are transacted at the Client’s election via one of the following options:
Third Party Merchant Accounts
What Ticketbooth will charge purchasers of Tickets
Ticketbooth by default will charge purchasers of tickets a fee that covers both Ticketbooth Software Fee and Credit Card Fee as per the Ticketing Proposal / Ticketing Agreement. Ticketbooth at Client’s request can add additional charges or a reduced fee which will be added or deducted from ticket receipts accordingly.
Subject to clauses 8 and 9, on the Settlement Days in respect of the Event, Ticketbooth must pay to the Client the proceeds of Tickets to the Event sold through the System and received by Ticketbooth less any amount Ticketbooth is entitled to deduct under clause 8.
Additional Fees Ticketbooth will charge the Client
Where applicable, Ticketbooth will charge the Client the Fees set out in Ticketbooth’s fee schedule as amended from time to time. These amounts relate to optional services which the Client may elect to utilise, for example, printing of hard tickets for the Event.
Payment of Ticket proceeds
The Client has two options in relation to payment of the Ticket proceeds for the Event:
Deduction of Amounts Owing
The Client irrevocably authorises Ticketbooth to deduct from amounts payable by it to the Client under this clause 8 or otherwise, and to apply to its own account, in and towards satisfaction of all Charges in respect of the Event and any other amounts which are or may become due by the Client to Ticketbooth.
Payment by Client of Other Amounts Owing
The Client must pay to Ticketbooth all Charges and other amounts owing under this agreement but not deducted under clause 8 within 7 days after Ticketbooth issues an invoice to the Client in respect of the amount due.
Any credit card charge backs or reversals received by Ticketbooth will be charged to the Client, including any fees charged to Ticketbooth by third parties in respect of the charge back.
Third Party claims against Ticketbooth
If, in Ticketbooth’s reasonable opinion, it is likely that a Claim by a party other than the Client will be made against it arising from the Event (including any cancellation of the Event):
Title in Ticket Proceeds
Property in all proceeds from the sale of all Tickets sold via Ticketbooth Merchant vests legally in Ticketbooth at the time of purchase. Ticketbooth holds all monies payable to the Client from the proceeds of the sale of Tickets on trust at all times for the Client.
Default and Consequences of Default
Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Ticketbooth’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
Manner and Currency of Payments
All amounts payable under this agreement must be paid by electronic transfer in Europen dollars. Ticketbooth is not obliged to accept any currency in respect of Ticket sales other than Europen dollars.
If the Event or part of a series of performances comprising the Event is cancelled or postponed the Client must notify Ticketbooth immediately to prevent the further sale or issue of Tickets for the cancelled or postponed Event.
If A Refund Is Payable
Unless otherwise set out in this Agreement, the Client is responsible for refunding purchasers of Tickets in accordance with all applicable laws, industry codes, the Ticketbooth terms and conditions of sale and any other lawful terms and conditions of sale notified to purchasers of Tickets by the Client during the purchase process. Ticketbooth will not be responsible or liable for any refunds, errors in issuing refunds or lack of refunds by the Client.
When Ticketbooth is responsible for refunds
Ticketbooth will only be responsible for refunding purchasers of Tickets who purchased their Tickets via the Ticketbooth Service in the limited circumstance where payments have been processed by the Ticketbooth Gateway. After settlement of Ticket proceeds has occurred, Client shall provide Ticketbooth sufficient funds to make refunds immediately upon notice thereof. Failure to comply with clause 9 shall entitle Ticketbooth to enforce default interest and contract default fees in accordance with clause 8.
The Client agrees to pay Ticketbooth in respect of the cancellation of the Event the Cancellation Fee which Ticketbooth shall be entitled to retain in all circumstances.
General representations and warranties
The Client warrants to Ticketbooth that:
Each party represents and warrants to each other party:
Limitation of Liability
Ticketbooth’s Right To Terminate
Ticketbooth may terminate this Agreement and the Client’s use of the Ticketbooth Service immediately if:
Effect of Termination
Termination of this agreement is without prejudice to accrued rights and obligations of a party and any provisions which are intended by their nature to survive termination.
Removal of Ticketbooth Hardware and Software
At the end of the Event, the Client must permit Ticketbooth to enter the Box Office to remove all Ticketbooth Hardware and Software, Ticket stock, advertising and other property of Ticketbooth.
Each party is excused from performing its obligations under this agreement to the extent that it is prevented, hindered or delayed in performing such obligations by reason of any cause beyond its reasonable control which it cannot overcome by reasonable measures.
As soon as practicable after an event referred to in this clause occurs, the party affected must notify the other party of the nature and extent of the event.
Assignment and other dealings
Except as permitted by clause 14, neither party may assign, novate, encumber or otherwise deal with its rights or obligations under this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld.
Subcontracting and delegation
Ticketbooth may subcontract or delegate any of its rights or obligations under this agreement in its discretion, provided that such subcontracting or delegation will not relieve Ticketbooth of its obligations under this agreement.
All information which a party obtains or of which it is or becomes aware relating to the management, profitability, operation and the business dealings, arrangements and understandings between either of the parties and each other or either of the parties and Venues or other persons in respect of the Event must be held and maintained by such a party in strict confidence.
Information remains confidential
Each party must use its best endeavours to ensure that the information set out in clause 15 remains confidential and is not transmitted or disclosed to any person except to the extent necessary to enable each party to perform and observe the obligations and conditions arising from this agreement and that upon the Expiry Date or the earlier termination of this agreement each party must deliver up to the other or cause to be destroyed, the information in that party’s possession provided by the other party.
Disclosure of information
The parties shall not disclose any information of the other party which is confidential to any person without the consent of the other parties (which shall not be unreasonably withheld) provided always that such obligation shall not apply to:
Unless otherwise specified, all amounts expressed in this agreement are inclusive of GST. GST will be payable at the same time as the consideration to which it relates.
Ticketbooth will issue tax invoices in respect of any supplies made by Ticketbooth pursuant to this agreement.
Subject to clause 16, each party must pay any Tax incurred by that party which arises from signing, delivering and performing this agreement.
Costs and expenses
Each party must pay its own costs and expenses of negotiating, preparing, signing, delivering, stamping, registering and performing this agreement and any other agreement or document entered into or signed under this agreement.
Payment of Tax
Client is solely responsible for determining which, if any, sales, use, amusement, value added, goods and services, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to the use of the Services and in doing so agree that it is their sole responsibility to, and that they will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities. If Client does collect Taxes on the Services, those Taxes will be treated like Additional Event Fees and Ticketbooth will pay such amounts to you at the same time as the underlying Ticket Receipts.
Ticketbooth cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires Ticketoboth to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse Ticketoboth for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
Additionally, in the event that a governmental authority requires Ticketbooth to provide proof that Taxes attributable to your use of the Services were collected, remitted, and reported to the respective government authority, you agree to promptly furnish the requested proof upon Ticketbooth’s request within five (5) days of the request.
The Client appoints Ticketbooth as its agent to sell Tickets for the Event through the Network. The Client acknowledges that:
The Client acknowledges that this agreement is an arms-length commercial contract which sets out in full Ticketbooth’s duties and obligations as agent. The Client irrevocably and unconditionally releases Ticketbooth from any further duties or obligations which may be implied at law. This agreement does not create a fiduciary relationship or a relationship of employment or partnership between the parties or an agency in which Ticketbooth is the principal.
Ticketbooth and Client must act in good faith in respect of this agreement. Neither Ticketbooth nor the Client may do anything which will circumvent the operation of this agreement or deprive either Ticketbooth or the Client of its rights under this agreement.
The Client acknowledges that Ticketbooth is required to comply with the Payment Card Industry Data Security Standard (Version 3.0, released November 2013, as amended from time to time) (PCI Data Security Standards).
The Client will use reasonable commercial endeavours to adhere to and be compliant with the PCI Data Security Standards.
The Client acknowledges that it is responsible for the security of cardholder data of Customers that the Client possesses or otherwise stores, processes or transmits on behalf of Ticketbooth, or to the extent that they could impact the security of the Customer’s Cardholder Data Environment (as defined by the PCI Data Security Standards).
Any notice or other communication given under this agreement including, but not limited to, a request, demand, consent or approval, to or by a party to this agreement: Must be in legible writing and in English and emailed to [email protected]
If a provision of this agreement, or a right or remedy of a party under this agreement is invalid or unenforceable in a particular jurisdiction:
Amendments and Waivers
The rights and remedies of a party under this agreement do not exclude any other right or remedy provided by law.
No provision of this agreement merges on completion or termination of this agreement.
Continuing indemnities and survival of indemnities
Each indemnity contained in this agreement is a continuing obligation despite a settlement of account or the occurrence of any other thing, and remains fully effective until all money owing, contingently or otherwise, under an indemnity has been paid in full. Each indemnity is an additional, separate and independent obligation and no one indemnity limits the generality of another indemnity. Each indemnity survives termination of this agreement.
Each party must do all things necessary to give full effect to this agreement and the transactions contemplated by this agreement.
This agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties. The Client acknowledges that no representations or warranties in connection with the Ticketbooth Services have been made by Ticketbooth or anyone on behalf of Ticketbooth other than as set out in this agreement.
The Client acknowledges that monetary damages alone would not be adequate compensation to Ticketbooth for the Client’s breach of its obligations under this agreement (and clause 1.1 in particular) and that specific performance of those obligations is an appropriate remedy, particularly having regard to the unique nature of the rights granted to Ticketbooth under this agreement.
Third party rights
Only Ticketbooth and the Client has or is intended to have a right or remedy under this agreement or obtain a benefit under it.
The parties acknowledge that they have received legal advice about this agreement or have had the opportunity of receiving legal advice about this agreement.
This agreement may be signed in any number of counterparts and all those counterparts together make one instrument.
Governing law and Jurisdiction
The laws of England govern this agreement. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of England and waives any claim or objection based on absence of jurisdiction or inconvenient forum or immunity in relation to this agreement in any jurisdiction for any reason.