Ticketing Agreement (“Agreement”)
Terms and Conditions
Ticketline trading as Ticketmaster, an unlimited company registered in Ireland under company number 135876, whose registered address is at 2nd Floor, College Park House, 20 Nassau Street, Dublin 2, D02 VY46. VAT number: IE 487338 U
- 1.1 The Event Set-Up Form and these Terms and Conditions form the agreement for the provision of ticketing services by Ticketmaster to the Client (“Agreement”). This Agreement will commence from the date of acceptance by Ticketmaster of the completed and returned Event Set-Up Form and shall automatically terminate one month after the date of the last Event, unless terminated earlier in accordance with these Terms and Conditions (“Term”).
- 1.2 The Client appoints and authorises Ticketmaster to act as its agent for the sale of tickets during the Term through Ticketmaster’s retail network.
- 1.3 Capitalised words and expressions in these Terms and Conditions (other than those defined herein) shall have the same meaning as in the Event Set-Up Form.
2 PRICES AND CONSIDERATION
- 2.1 The Client authorises Ticketmaster and its agents to accept any credit or debit cards or other forms of payment approved by Ticketmaster in connection with the sale of tickets via the retail network and to collect from customers (as applicable): (a) the face value of each ticket; and (b) the Service Charge.
- 2.2 The Client shall pay to Ticketmaster, if applicable, the Booking Fee, the Printing Fee and the Cancellation/Alteration Fee, which Ticketmaster may retain from sale proceeds.
3 EVENT INFORMATION AND BOX OFFICE
- 3.1 As soon as practicable but at least five clear working days before the Client wishes an Event to go on sale, the Client shall provide Ticketmaster with any and all information that Ticketmaster may request to program the Event, including the names of the performers, the dates of the Event, the face value of all tickets, the exact seat details, details of any special needs access or seating arrangements for the Event, information relating to the venue and the VAT rate applicable to the Event.
- 3.2 The Client accepts sole responsibility for all Event information provided to Ticketmaster and indemnifies Ticketmaster against all losses arising from the content of, or omissions from, Event information or changes to it.
- 3.3 Where the Client operates the box office and tickets are to be collected from the box office, or where a door collections list is provided to the Client or the Client’s nominated representative in lieu of tickets, Ticketmaster shall not be liable in any manner whatsoever in respect of such tickets or door collections list once the tickets or door collections list are delivered or provided to the box office or Client (as appropriate).
- 4.1 Ticketmaster shall pay to the Client (to the account set out in the Payment Details) an amount equal to the gross ticket proceeds collected by Ticketmaster, less any amounts Ticketmaster is entitled to retain, on the Wednesday following the end of the week in which performance of an Event takes place.
- 4.2 The Client is responsible for: (i) determining whether any VAT or other tax is applicable to the processing and/or sale of tickets and notifying Ticketmaster; (ii) providing Ticketmaster with its VAT number and (iii) providing Ticketmaster with a valid invoice
- 4.3 If any alternation or cancellation of the Event or credit card chargeback occurs, Ticketmaster shall withhold the relevant amounts or Client shall provide Ticketmaster with such monies need to refund customers or cover the cost of chargebacks, and Client hereby expressly authorises Ticketmaster to refund all such customers.
- 5.1 The Client and any Event organisers are responsible for all advertising, marketing and promotion of the Event, except as agreed in writing with Ticketmaster from time to time. Notwithstanding the foregoing, Ticketmaster shall be entitled to advertise the availability of tickets through the retail network or otherwise at its discretion, using any materials provided by Client for such purposes.
- 5.2 The Client shall use, and shall procure that any Event organiser shall use, all reasonable endeavours to promote any Event.
- 5.3 The Client shall use the Ticketmaster logo in any advertising in accordance with Ticketmaster’s guidelines issued from time to time.
- 6.1 Either party may upon written notice to the other terminate this Agreement with immediate effect if: (i) the other party is in material breach of any of its obligations under this Agreement and such breach: (a) is not capable of remedy; or (b) is remediable and has not been remedied within 14 (fourteen) days of service of a notice requiring remedy of such breach; or (a) the other party becomes subject to an administration order or makes any voluntary arrangement or composition with its creditors; or an encumbrancer takes possession of or a receiver is appointed over the property or assets of the other party or the other is wound up or otherwise becomes subject to the insolvency laws of the country in which it was incorporated or ceases or threatens to cease to carry on business except for the purposes of reconstruction of the company.
- 6.2 Upon termination or expiry of this Agreement, the Client shall immediately (a) remove all references to Ticketmaster on any advertising, marketing and promotional materials and on the Client’s Internet sites relating to Events; and (b) cease to use Ticketmaster’s marks.
- 7.1 The Client shall indemnify and hold harmless Ticketmaster and its affiliated or related companies and subsidiaries and their respective joint venturers, successors, assigns, directors, officers, employees and agents (collectively the “Ticketmaster Parties”) on demand, and shall keep each of them fully and effectively indemnified against any and all losses imposed on, incurred by or asserted against any Ticketmaster Party, arising out of or in connection with: (i) any breach of this Agreement or breach of warranty by the Client or the acts or omissions of the Client, its officers, employees, sub-contractors or agents; (ii) any Event or the venue (other than and to the extent that any losses arise directly from breach of this Agreement by Ticketmaster or Ticketmaster’s negligence); (iii) any advertisement, marketing or promotion including the production and placement of fly-posters; and/or (iv) the Client’s materials infringing any third party rights.
8 LIMITATION OF LIABILITY
- 8.1 Subject to clause 8.3, Ticketmaster shall not be liable to the Client for any special, indirect or consequential loss or damage or any loss (whether direct or indirect) of profit, anticipated profits, business, data, opportunity, revenue, goodwill or reputation.
- 8.2 Subject to clause 8.3, Ticketmaster’s total maximum liability arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed: (i) in respect of any Event, an amount equivalent to the monies paid to Ticketmaster by way of customer service charges, and/or inside commission in respect of the relevant Event; and (ii) in aggregate under this Agreement, the total Ticketmaster payments earned by Ticketmaster under this Agreement.
- 8.3 Nothing in this clause 8 shall exclude or restrict Ticketmaster’s liability for: (i) fraudulent misrepresentations, (ii) any liability where the law does not permit such exclusion of liability, and (iii) death or personal injury arising from negligence.
- 8.4 Ticketmaster shall not be in breach of any of its obligations under this Agreement which arise or occur due to the act, omission, default of the Client or the Client’s failure to comply with any of its obligations under this Agreement.
- 8.5 Except as expressly set out in this Agreement, Ticketmaster gives no warranties and excludes all other express or implied terms, conditions and warranties to the fullest extent permitted by law.
- 8.6 Subject to clause 8.3 of these Terms and Conditions, no action arising out of or in connection with this Agreement may be brought by the Client more than twelve (12) months after the date of the event from which the claim (or series of related claims) arose.
9 DATA PROTECTION
- 9.1 Ticketmaster may gather information about individuals in the course of promotion, offering for sale and/or sale of tickets and other activities. Ticketmaster is data controller in respect of such information. Ticketmaster shall pass or make available a copy of that part of the data which relates to the Client’s Events to the Client. Ticketmaster does not provide any warranties as to the accuracy, relevance or fitness for any particular purpose of the data. The Client is the data controller in respect of the Client’s copy data and shall comply with the Data Protection Act 1988 as amended by the Data Protection (Amendment) Act 2003 in respect of the Client’s copy data.
10 TICKETS AND TICKET STOCK
- 10.1 Client shall accept Ticketmaster system generated tickets for admission to the Event and duplicate tickets issued in accordance with Ticketmaster’s security procedures, from time to time.
- 10.2 The risk of counterfeit tickets and all losses related to or arising therefrom shall rest with the Client. The Client agrees to obey all security instructions and guidelines of Ticketmaster as notified to the Client from time to time.
- 10.3 If, at the Client’s request, hard tickets are to be collected from or couriered to a box office, the Client shall fully reimburse Ticketmaster for the associated costs.
- 11.1 Save as is otherwise required by law or any regulatory authority, each party undertakes to the other that during the Term and thereafter it shall keep secret and shall not without the prior written consent of the other party disclose to any third party (except to its legal and professional advisors) any confidential information learned by the recipient party or disclosed to the recipient party by such other party pursuant to or otherwise in connection with this Agreement, except to the extent that any confidential information: (i) is or shall (otherwise than by breach of this Agreement) be in the public domain; or (ii) is in the possession of the recipient party other than pursuant to disclosure from the other Party.
- 11.2 The Client shall not issue any press release or other public announcement relating to the subject matter of this Agreement without the prior written consent of Ticketmaster.
- 12.1 The Client shall not commit, authorise or permit any act that could be an offence under any applicable anti-bribery or anti-corruption laws, including the United States Foreign Corrupt Practices Act (“Anti-Bribery Laws”). The Client represents and warrants that it has implemented adequate procedures in its business to prevent bribery and corruption from occurring.
- 12.2 The Client shall not engage in any conduct that would place it or Ticketmaster in breach of any obligations under any Anti-Bribery Laws.
- 13.1 The Client agrees to comply with all reasonable and lawful instructions of Ticketmaster in relation to this Agreement.
- 13.2 The Client will not without the prior written consent of Ticketmaster assign, sub-contract or transfer the Agreement or any part of it to any other person.
- 13.3 Any notice or other document to be served under the Agreement must be in writing and may be delivered or sent by prepaid first class post or facsimile transmission. Any notice or document shall be deemed served, if delivered, at the time of delivery, if posted, 48 hours after posting and if sent by facsimile transmission, at the time of transmission.
- 13.4 No variation of this Agreement shall be effective unless agreed by both parties in writing.
- 13.5 If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it will, to the extent of such illegality, invalidity, voidness, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.
- 13.6 Failure or delay by either party in exercising any right or remedy provided by the Agreement or by law will not be construed as a waiver of such right or remedy or a waiver of any other right or remedy.
- 13.7 Any waiver by either party of any breach of, or any default under, any provision of the Agreement by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.
- 13.8 A person who is not party to the Agreement will have no right to enforce any term of the Agreement.
- 13.9 In any cases where any Event is to be held at a venue in respect of which Ticketmaster, at the time of the Event, has a ticket service agreement (or any other type of commercial arrangement in respect of that venue), this Agreement shall be superseded by such ticket service agreement or other commercial arrangement and this Agreement shall not apply to such Event.
- 13.10 This Agreement will be governed by the laws of the Republic of Ireland and the parties shall submit to the exclusive jurisdiction of the courts of the Republic of Ireland.