Terms and Conditions for Organisers
These Terms and Conditions apply to Your decision to use Event First as Your preferred agent for the sale of Tickets made generally available to the public during the Term of this Agreement.
In these Terms and Conditions the following words and expressions shall have the following meanings:
|Account Activation Form:||the Event First Account Activation Request Form which was sent to You at the same time as these Terms and Conditions.|
|Agreement||together these Terms and Conditions and the Account Activation From as accepted by Us.|
|Bank Details:||Your bank account details provided by You in the Payment Details section of the Account Activation Request Form (or such other bank details as may be agreed between You and Us in writing).|
|Information Desk:||The ticket locations at the Venue, which are operated by You or the Venue management.|
|Customer:||A person who purchases a Ticket from Us or Our agents or sub-contractors.|
|Event:||Each and every entertainment feature or sporting event or any attraction of any kind either (i) presented, promoted or otherwise organised by You or (ii) that takes place at a venue which You currently or subsequently own or hold a majority or controlling interest in, operate or manage during the Term.|
|Losses:||Claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.|
|Order Processing Fee:||A per transaction fee charged to the Customer for the printing and processing of Tickets.|
|Service Charge:||The per Ticket amount charged by Us to a Customer or to You (depending on Your selection of services) for the use of the Event First System.|
|EventFirst.co.uk online service:||All or any of Our telephone centres, Internet site(s) (accessible without limitation via computer, television, phone or other means) and such other methods of selling Tickets used by Us from time to time, but not the Information Desk, as defined above.|
|Telephone Sales:||All sales of Tickets through Our call centre.|
|Term:||The term of this Agreement as set out in Clause 2 .|
|Ticket:||Printed, electronic or other type of evidence of the right to occupy a space or attend the Event.|
|Event First System:||The automated computerised ticketing system developed by Us utilising telephones, Internet and Venue applications.|
|Venue:||The building or site at which an Event is held.|
|“We”, “ Us” and “Our”:||means Event First (UK) Limited (company no. 03617718).|
|“Week”||a calendar week running from Sunday to Saturday .|
|“You”, “Your”:||means the individual or entity that has applied to Event First for use of their services, as set forth in Section A, B, C or D of the Account Activation Form accepted by Us.|
1. Accepting You as a Client of Event First
1.1 To be accepted as Our client, You must complete and submit the Account Activation Form to Us by e-mail. A binding Agreement between You and Us will exist only once We have accepted your submission of the Account Activation Form by notifying You of our acceptance by email.
1.2 If Your Account Activation From is accepted by Us, We will then be appointed as your preffered agent for the sale of Tickets. We will sell Tickets via EventFiest.co.uk online Network.
2. Term and Termination
2.1 The term shall begin on the Start Date at the top of Your Account Activation Form.
2.2 We may terminate this Agreement at any time on giving thirty (30) days prior written notice to You.
2.3 Either party may, by sending written notice to the other party, terminate this Agreement immediately if:
(a) the other is in material breach of any of its obligations under this Agreement and such breach, if capable of remedy, has not been remedied within 30 days of service of notice requiring remedy of such breach; or
(b) the other 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 ceases or threatens to cease to carry on business except for the purposes of reconstruction of the company.
2.4 Upon termination, You shall immediately (i) remove all references to Event First on any advertising, marketing and promotional materials or on Your internet sites relating to Events; and (ii) cease to use the Marks (as defined in clause 6.4 ).
2.5 Termination of the Agreement shall not affect the accrued rights or obligations or remedies of the parties in relation to antecedent breaches and nor shall it affect the continuance in force or the coming into force of any provision which expressly or by implication is intended to come into force or continue in force after termination of the Agreement.
3.1 You authorise Us to accept Mastercard, Visa and Maestro cards and any other forms of payment hereafter approved by Us in connection with the sale of Tickets via the EventFirst.co.uk online service.
3.2 You authorise Us to collect the face price of each Ticket, an Order Processing Fee and, where you have opted for the Service Charge to be billed to the Customer, a customer Service Charge from each Customer. We will retain the full amount of the Order Processing Fees and, where applicable, any Service Charge in consideration for the services We provide.
3.3 In addition, We shall be entitled to the fees payable by You under the Agreement (including without limitation the Cancellation Fees and any Service Charges). Where such fees are stated as exclusive of VAT, such VAT shall be paid by You in addition.
3.4 All fees, including Service Charges, Order Processing Fees, and ticket stock costs are reviewed upwards by Us annually on or about each anniversary of the commencement of the Term, and any revised fees and charges shall take immediate effect on written notice to You.
4. Cancellation fees
4.1. You shall pay Us a fee of £1.00 for each Ticket sold through the EventFirst.co.uk online service and rendered invalid due to any of the following circumstances:
(a) cancellation of the Event; or
(b) where a performance of the Event is not completed; or
(c) any other similar reason; or
(d) when postponement of an Event makes it necessary to cancel Tickets due to a Customer’s inability to attend the Event on the re-scheduled date.
4.2 You authorise Us to take payment of such fees by setting off such amounts from Ticket proceeds held by Us or by such other means as agreed between the parties.
5.1 We shall pay You an amount equal to the gross Ticket proceeds collected by Us, less any amounts we are entitled to in connection with this Agreement. We shall not make any payments to You until we have received and accepted the Account Activation Request Form fully completed with Your bank and other details. We will make payment on either (i) the Friday following the end of the Week in which performance of an Event takes place (for example, if an Event is performed during any day of the Week of Sunday 6th January – Saturday 12th January inclusive, payment in respect of such Event would be due on Friday 18th January); or (ii) within seven days of Our confirmation of acceptance of Your Account Activation Form (and thereafter on the Friday following the end of the Week in which performance of an Event takes place), whichever is the later.
5.2 All money shall be paid into the bank account specified in Your Payment Details, or such other bank account details as are agreed between Us and You.
5.3 You agree that We will not be responsible for verifying Your Bank Details or the authenticity of any settlement instructions and You agree that We may rely on Your Bank Details as the correct bank account to debit or credit according to this Agreement. If you give Us an instruction to change Your Bank Details, We are entitled to ask for written confirmation before acting on it. You must do all that is reasonably possible to prevent any unauthorised personnel sending Us any instructions in relation to Your account and must tell Us as soon as possible if an unauthorised person sends instructions to Us. Unless you inform Us otherwise in writing, You will be responsible for all instructions that We receive and act on, even if the instructions were not given by You or your authorised representatives.
5.4 We shall be entitled to offset any amounts owed to Us by You under these Term and Conditions against Ticket proceeds payments held by Us under this clause 5.
5.5 If an Event is cancelled, rescheduled (and the Customer is not able to attend the rescheduled date) or not performed to the Customer’s reasonable satisfaction, We shall be entitled to refund the relevant Customer(s), and shall be entitled to set off sufficient funds from the Ticket proceeds referred to above to enable Us to do this.
5.6 You shall be responsible for all chargebacks on Tickets sold for the Event and indemnify Us against all Losses resulting from chargebacks. You shall be responsible for the payment and remittance of any and all taxes incurred or assessed on Ticket receipts pursuant to the Agreement. We may, at Our discretion, retain up to 2% of the value of total sales for a period of 12 months after the Event date if in Our reasonable opinion there exists the likelihood of chargeback or refund activity (due to events such as postponement, substitute acts, cancellation etc.).
5.7 We shall be entitled to make any settlement payment by the Bank Originated BACS Service, whereby funds are transferred direct to Your bank account.
5.8 Where VAT is applicable, the accounting and payment to HM Revenue & Customs of any VAT on the face value of Tickets sold shall be Your sole responsibility.
5.9 Unless otherwise indicated, all fees include VAT at Our then applicable rate, if any. We reserve the right to increase all such fees in the event of an increase in Our applicable VAT rate.
6.1 In all advertising or other promotional material that You create, cause to be produced, control or recommend relating to any Event You must include Our logos and web address and, where appropriate, Our call centre telephone number – 02071938503.
6.2 Should You own or utilise an internet website which contains information about Your Events, You must at all times display Our logo and maintain a hyperlink from Your website to an appropriate page on Our website.
6.3 Failure to include the above details prominently in any advertising or promotion of an Event shall be a material breach of the Agreement and be cause for termination in accordance with clause 2
6.4 We grant You a non-exclusive, non-transferable, personal, limited licence to use Our logos and trademarks (the “Marks”) during the Term solely in connection with Your obligations under this clause 6. You shall at all times comply with Our guidelines for use of Our logo as set out at https://eventfirst.co.uk/eventfirst-logo-partner.png and/or any other guidelines issued by Us from time to time in relation to the same. Any goodwill derived from use of the Marks accrues to Us. You shall not use Our Marks except in connection with its obligations under this clause.
6.5 You may provide Us with materials or content relating to Events, performers or You (including but not limited to images (audio and/or visual), text, music, trademarks, symbols, logos, slogans) (“Materials”) during the course of this Agreement. You grant each Event First Party (as defined in clause 19 below) a royalty free licence to use the Materials for the purposes of advertising, marketing and promoting entertainment, sporting, music and any other types of events.
7. Self Service Features and Event Information
7.1. You acknowledge that an important feature of the Event First System is its self-service features. You must use all reasonable efforts to become well versed in operating the Event First System.
7.2 You will be responsible for following all on-screen guidelines and instructions for the Event First System relating to Event data entry.
7.3 You understand that once sales have been terminated for an Event, customers can no longer purchase Tickets to the Event using the Event First System.
7.4 You shall enter Event information, such as the Event name, name of bands, theatrical productions, etc, using a standard combination of upper and lower case characters, unless the name in question absolutely requires an alternative to reflect a registered trademark.
7.5 You must not enter information other than the name of a band, theatrical production, film, etc., in the attraction fields.
7.6 We shall retain editorial control over all content entered into the Event First System.
7.7 In the event that You are unable to edit or create Event information for technical reasons, We will update Your online schedule at no additional cost.
7.8 We may deny online access to Event creation or editing functions if You do not follow the above guidelines correctly.
7.9 You must promptly notify Us of any scheduling changes and/or cancellations for Events on sale through the Event First System.
7.10 You acknowledge that any subsequent changes to such Event information could adversely affect Ticket sales and You accept sole responsibility for all Event information provided by You and You indemnify Us against all Losses arising from the content of, or omissions from, such information or changes to it.
7.11 When You do not enter in the Event information as stated above, before any Event or the sale of Tickets for such Event, You must, in a timely manner (and no less then five (5) business days prior to the Event) and in writing, give Us all information that we request in order for Us to program the Event in to the Event First System. The information that You give to Us will include, but not be limited to, the names of the performers, the dates of the Event(s), the legal seating capacity of the Venue and the face price of all the Tickets.
8.1 You and Your agents shall not permit encourage or arrange for fly-posting or other illegal advertising of an Event in accordance with the Town and Country Planning Act 1990 (or such equivalent local laws or regulations as may be in force from time to time). Notwithstanding the provisions of Clause 6, You shall not use Our name or logo in connection with fly-posting or other illegal advertising. In the event that We are notified that fly-posting has taken place, this shall constitute a material breach of this Agreement and We shall be entitled to:
(a) terminate our agreement with immediate effect; and / or
(b) set-off all costs incurred by Us in the removal of posters and/or any fines or payments that We may be required to pay in connection with Your fly-posting against gross Ticket proceeds for the relevant Event and/or any other events produced or promoted by You.
8.2 On notification that a fly-poster has been placed, We shall be entitled to retain from gross Ticket proceeds the sum of two thousand five hundred pounds (£2,500) or such other sum as We deem necessary to cover the cost of future fines or payments that We may be required to pay in connection with such fly-poster.
9. Upsells & Packages
9.1 Subject to Event First’s technology constraints, Tickets may be sold as part of a “Package” (where two or more Tickets for an Event are bundled with concessions or merchandise or other valuable benefits and sold as an inclusive package) or with an “Upsell” (where in addition to a Ticket, a Customer is given an opportunity to purchase car parking, merchandise etc.) We shall be entitled to charge a fee for any Upsell or Package prior to advertising.
9.2 The nature and content of Upsells or Packages shall be subject to any relevant advertising restrictions. You shall be responsible for ensuring that the relevant product or services are delivered to Customers who purchases the Upsell or Package.
9.3 You acknowledge that we shall be entitled to display appropriate disclaimers on our website and other parts of EventFirst.co.uk online service informing Customers that You are responsible for delivering the products and services contained within an Upsell or Package.
9.4 For each product and/or service offered as an Upsell and/or included in the Package, You will maintain or procure that the third party which provides such product and/or service maintains, throughout the term of the Agreement, appropriate insurance cover with a reputable insurance provider to cover any claims by Customers relating to Upsell and/or Package and You shall provide written evidence of such insurance to Us if requested to do so.
9.5 If a Package or Upsell involves travel or accommodation (other than an overnight accommodation) which is less than 24 hours duration, You shall clearly and specifically exclude the Package Travel, Package Holidays and Package Tours regulations 1992 (SI. No 3288), as such regulations may be amended or replaced from time to time (the “1992 Regulations”) in all advertising and documentation. Otherwise, You shall at all times during the Term ensure that it is, or shall procure that the third party providing the travel or accommodation is, fully compliant with the 1992 Regulations and You shall, or shall procure that the third party providing the travel or accommodation shall, at all times remain the “Organiser” for the purposes if the 1992 Regulations. In addition You shall be solely responsible for each and every obligation of the “other party to the contract” set out in the 1992 Regulations and You shall indemnify Us against any Losses incurred by Us as a result of your failure to do so.
10. Customer Data
10.1 In respect of any personal data (as defined in the Data Protection Act 1998 (“1998 Act”) processed by You pursuant to this Agreement, You warrant that You:
(a) have made all necessary modifications of Your particulars in accordance with the 1998 Act and any regulations made there under and all details supplied to the Information Commissioner in relation to each application are accurate and complete;
(b) will comply and will continue to comply with the 1998 Act, any regulations made thereunder (including but not limited to Data Protection Principles, as defined in 1998 Act) and any guidance notes or guidelines issued by the Information Commissioner; and
(c) will co-operate fully in complying with any subject access requests made pursuant to the 1998 Act.
11.1 You shall accept Event First System generated Tickets for admission to each Event, and shall accept duplicate Tickets in accordance with Our security procedures as notified to You from time to time.
11.2 The risk of counterfeit or stolen Tickets shall rest with You. You agree to obey all security instructions and guidelines of Ours as notified to You from time to time and shall indemnify Us in respect of all Losses suffered or incurred by Us in connection with counterfeit or stolen Tickets (save where caused by Our negligence or wilful misconduct).
11.3 We reserve the right to sell advertising space on the bottom of the Tickets. Any revenue generated in respect of such advertising shall belong to Us.
12. Representations and Warranties
12.1 You warrant that this Agreement has been duly authorised, executed and delivered by You and constitutes the valid, legal and binding agreement of You, enforceable in accordance with its terms.
12.2 You warrant that You have all necessary rights and permissions to sponsor and/or promote each Event and to perform Your obligations under this Agreement, including, without limitation, to grant Us the right to sell the Tickets. Your entering into and performing of this Agreement will not result in any breach of, or constitute default under, any other agreement to which You are a party, including, without limitation, any agreement for the sale or other disposition of Tickets for an Event.
12.3 You warrant that You have experience in advertising, marketing and otherwise promoting Events and acknowledge the risk inherent in doing so, and You shall not rely on Us for anything other than Ticket distribution services as expressly provided hereunder.
12.4 You warrant that You are the legal owner or lawful licensee of the Materials (as defined in clause 6), You have the right to grant each Event First Party a licence of the Materials and that the Event First Parties use of the Materials does not infringe any third party rights.
13. Your Acknowledgements
13.1 You acknowledge that Our services under the Agreement are limited to serving as Your agent for the sale and distribution of Tickets which have been allocated to Us by You, and that there is no guarantee that any minimum or fixed number of Tickets will be sold through the Event First System.
13.2 You acknowledge that We do not provide technical support for Internet access, and that the responsibility for the acquisition, installation and maintenance of the required hardware and software for Internet access is Yours.
13.3 You acknowledge that We shall not be responsible for service interruptions, defects or other problems experienced by You accessing the Internet (save where caused by Our negligence or wilful misconduct).
13.4 You further acknowledge and agree that We may have many other events on sale on the Event First System concurrently with any Event.
14. Disclaimer of Warranty
14.1 We expressly disclaim any warranty that the use of Our computer systems (including the Event First System) or other online services (collectively “Systems”) will be uninterrupted or that the Systems will be error free or that the specifications will meet Your requirements.
14.2 Our Systems are provided to You on an “AS-IS” basis without any warranties of any kind, either express or implied, including without limitation warranties of merchantability or fitness for a particular purpose or use with respect to the Internet or use of information in connection with any Systems provided in this Agreement.
14.3 You acknowledge that electronic communications and databases are subject to errors, tampering and break-ins. While We agree to take reasonable security precautions to avoid such occurrences, We do not guarantee or warrant that such events will not take place.
15. Venue Agreements
In any cases where an Event is to be held at a Venue in respect of which We, at the time the Event goes on sale with Us, have a ticket service agreement, this Agreement shall be superseded by such ticket service agreement and this Agreement shall not apply to such Event.
16.1 The terms, conditions, provisions and undertakings contained in this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assignees. You may not assign the benefit or the burden of this Agreement without Our prior written approval. We shall be entitled to assign or sub-contract the benefit or burden of this Agreement to any company within Our group of companies.
16.2 The Agreement may only be varied, modified or amended by a document signed by each of the parties. If any provision of the Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. While either party is unable to perform any obligation under this Agreement due to fire, act of God, act of terrorism, riot, labour dispute, power or telecommunications failure or other happening or event beyond the control of the party concerned, that party’s failure to perform that obligation shall not constitute a breach or default under this Agreement.
17. Limitation of Liability
17.1 In no event shall We be liable for any indirect or consequential loss or any loss (whether incurred directly or indirectly) of profit, business, revenue, date, goodwill or reputation.
17.2 Our total maximum liability arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise in respect of any Event shall not exceed an amount equivalent to the monies paid to Us by way of Order Processing Fees and Service Charges in respect of the relevant Event.
17.3. Our total liability in aggregate under the Agreement shall in no circumstances exceed the total Service Charges and Order Processing Fees earned by Us under the Agreement.
17.4. Notwithstanding the foregoing, nothing in the Agreement shall be taken to limit or exclude any liability which We may have for (i) death or personal injury arising from Our negligence; (ii) fraudulent misrepresentation; or (iii) any liability that cannot be excluded or restricted by law.
18.1 You shall indemnify Us defend and hold harmless Us and Our affiliated or related companies and their respective joint venturers, successors, assigns, directors, officers, employees and agents (each a “Event First Party”) and shall keep each of them fully and effectively indemnified against any and all Losses, imposed on, incurred by or asserted against them arising from:
(a) any breach of the Agreement or breach of warranty by You or the acts or omissions of You, Your employees, sub-contractors or agents;
(b) any Event or Venue (other than and to the extent that any Losses arise directly from breach of this Agreement by Us or Our negligence);
(c) any advertisement, marketing or promotion (other than any material produced by Us), including without limitation the production and placement of fly-posters;
(d) the Materials (as defined in clause 6) infringing any third party rights; and
(e) Your distribution of Tickets to Customers in accordance with Clause 12.4 above..
Any notice required or permitted to be given under the Agreement shall be deemed to have been received by (i) You on the day it is delivered to You at the address set out in Your Account Activation Form and (ii) Us on the day it was delivered to our address at 48 Leicester Square, London WC2H 7LR (or at such other addresses as such party shall specify to the other party in writing) or, if sent by registered or certified mail, on the third business day after the date on which it is mailed to such a party at such address. Unless specifically stated to the contrary herein, all notices required pursuant to this Agreement must be in writing.
Each party is an independent contractor and not an agent or partner of, or joint-venturer with, the other party for any purpose other than as set forth in this Agreement (e.g. We are Your agent with respect to Ticket sales and distribution). Nothing in this Agreement and no action taken by the parties under this Agreement shall constitute, or be deemed to constitute, as between the parties, a partnership, association, joint venture or other co-operative entity
The parties shall, both during and after the term of this Agreement, keep confidential and not disclose to any third party any commercial or operational negotiations, agreements or arrangements entered into between them or any information relating to the business or operations of the other save as required by law or where the information in question has entered the public domain other than in breach of this clause.
22. Third Parties
Save for a Event First Party (as defined in clause 19.1 above), a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
No failure or delay on the part of either party in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right preclude any other or further exercise of such tight or the exercise of any other right, power or privilege.
24. Entire Agreement
The Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of the Agreement and supersedes any and all prior agreements and understandings relating to the matters provided for herein. The Parties acknowledge that they have not relied on any oral or written representations made by the other party or the other party’s representatives in entering into the Agreement, including, but not limited to, any information or material provided by Our personnel and each party irrevocably and unconditionally waives any right it may have to rescind the Agreement or claim damages for misrepresentation, unless such misrepresentation was made fraudulently, or breach of any warranty not contained in this Agreement or implied by operation of the law.
25. Applicable Law
This Agreement is governed by, and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts in respect of any dispute arising out of or in connection with this Agreement.