Definitions
‘The Supplier’ means Trencham Associates Ltd, contactable at York Eco Business Centre, Amy Johnson Way, YORK YO30 4AG.
‘The Client’ means the person, company,
charity, club, society, school or theatre who has entered into an
Agreement for the Supplier to provide the Services
‘The WebSite’ means the Supplier’s
web site (currently at ‘www.Positickets.co.uk’)
‘The Tickets’ means the tickets issued
by the Client for entry into a Performance.
‘The Performance’ means the performance
or run of performances of a theatrical production by the Client and
for which the Client has appointed the Supplier to be its Supplier
for the purpose of selling the Tickets.
‘The Services’ means the provision of
Box Office services and sale of Tickets from the Supplier’s
WebSite and the provision of other support services as agreed between
the Client and the Supplier from time to time.
‘Data’ means the information received
from purchasers of the Tickets and may include personal information
‘Lock Down’ means the point in time prior
to the Performance at which the sale of Tickets from the WebSite is
to cease.
1 Duration
1.1 The Supplier is appointed to perform the Services for the duration of a specific
Performance run subject to payment for both the ‘Society Joining
Fee’ and the charge for that Performance being received in full by the
Supplier.
2 Credit/debit Card Handling
2.1 The Supplier will use best endeavours to provide facilities to allow
the Client to offer credit/debit card sales on the WebSite, subject to payment for
the Credit/debit Card Upgrade being received in full by the Supplier.
2.2 It must be noted that it is the responsibility of the Client to secure
a Credit/debit Card Merchant Account. This must be through an issuing bank nominated
by the Supplier in order to allow compatibility with the systems in place on
the WebSite.
2.3 The Supplier makes no warranty that a Merchant Account will be provided by
the issuing bank, nor the terms of the agreement between the issuing bank and
the Client and cannot be held liable for any terms, obligations, charges, chargebacks,
performance or any other element of the provision of the Merchant Account services
by the issuing bank to the Client.
3 Duties of the Client
3.1 The Client must act in good faith towards the Supplier.
3.2 The Client must provide the Supplier with the information relating to the
Performance necessary for the provision of his duties under this agreement.
3.3 The Client must inform the Supplier immediately in the event of a cancellation
or delay of a Performance.
3.4 It is the responsibility of the Client to ensure that all details relating
to the Performance, the price of the Tickets and its own contact details which
are inputted on to the WebSite or otherwise provided to the Supplier are correct
and up to date. The Supplier cannot accept any responsibility for any losses
arising out of the inputting of incorrect or inaccurate data.
3.5 Save for Tickets sold after the Lock Down of the WebSite the Client will
register all Ticket sales through the WebSite. It should be noted that the general public
can access the WebSite and purchase Tickets at any time (if Positickets Credit
Card is activated) and therefore any Ticket sales made directly by the Client
should only be made by first checking the availability of Tickets on the WebSite.
3.6 The Client hereby accepts all orders for the sale of Tickets processed by
the Supplier (up to the maximum number specified by the Client) and (unless the ‘e
ticket‘ option has been chosen) will supply to the customers the physical
tickets for entry into the Performance.
3.7 The Client shall ensure that the Performance and the information inputted
onto the WebSite by the Client does not contain any matter which is illegal or
prohibited. The following is a partial list of the kind of content which is prohibited
on the WebSite. Content which:
- is patently offensive, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or which could be harmful to minors;
- harasses or advocates harassment of another person;
- promotes information that is known to be false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
- promotes an illegal or unauthorized copy of another person's copyrighted work;
- displays pornographic or sexually explicit material of any kind.
3.8 The Client is advised to issue an invoice to each customer
in respect of each transaction which the Supplier conducts on its
behalf.
4 Rights and duties of the Supplier
4.1 During the term of this agreement the Supplier must diligently
and faithfully use best endeavours to perform the services in a professional
manner.
4.2 In all transactions with prospective customers the Supplier must
disclose that the Client is the principal in the transaction.
4.3 Upon receipt by the Supplier of any Credit/debit Card order for the
Tickets the Supplier must immediately process the order by transmitting
the order information to the card issuers using the merchant account
details provided by the Client, and adding a booking charge at a level
authorised by the Client. This booking charge is payable by the purchaser
of the Tickets on their Credit/debit Card and is therefore received in full
by the Client and not the Supplier. It is the responsibility of the
Client to pay transaction charges per ticket to the issuing bank.
The Supplier accepts no liability for the scale of these charges and
notes that the Client shoulod ensure that the booking fee per ticket
is sufficient to cover the transaction charges. The Supplier’s
WebSite will record the sale of the Tickets and the Client can access
the WebSite at any time and view the status of the Ticket sales.
4.4 (a) If the ‘postal ticket’ option is chosen the Supplier
will not supply physical Tickets but will provide the customers with
an automated email verification of the transaction. The Supplier will
also supply the Client with an email record of all sales which will
allow the Client to send out the physical Tickets. In no circumstances
will the Supplier have any liability in respect of any lost or stolen
Tickets or any failure of electronic communications.
(b) If the ‘e ticket’ option is chosen
then the Supplier will send an electronic ticket by way of email directly to
the customer to the email address supplied by the customer and will also provide
to the Client by way of download report a list of all Tickets sold. The Supplier
shall have no liability in respect of the failure of any electronic communications.
4.5 The Supplier must not make any representations or give any warranty
or guarantee in respect of the Tickets or the Performance without
the authority in writing of the Client.
4.6 The Client must furnish the Supplier with a statement of the prices
at which the Tickets are to be sold, and the Supplier must not seek
orders at different prices.
4.7 The Supplier must bear all costs and expenses incurred by him
in performing his obligations under this agreement except in respect
of expenses incurred at the specific request of the Client and authorised
by the Client in advance in writing.
4.8 The Supplier will make available reports detailing the tickets
sold, the prices and any other information deemed useful and made
available from time to time, within 7 days of the end of the Performance.
The Supplier accepts only responsibility for the accuracy of the reports
insofar as it relates to ticket sales recorded through the WebSite,
and will not be held liable for any inaccuracies in the data inputted
by the Client or purchasers of the Tickets.
5 Indemnity and Exclusion
5.1 The Client agrees to indemnify and hold harmless the Supplier
from and against any and all liabilities, (including consequential
losses) expenses (including legal fees) and damages arising out of
claims based upon the cancellation or postponement or mis-advertising
of a Performance or relating to a breach by the Client of its obligations
in this Agreement including any claim for libel, defamation, violation
of rights of privacy or publicity, non-supply, fraud, infringement
of intellectual property or other rights or other claims whatsoever.
5.2 Iin particular the Supplier shall have no liability (to
the extent permitted by law) for any misrepresentation, act, omission
or negligence of the Client or any purchaser of the Tickets or for
any indirect or consequential damages, including lost profits.
6 Termination
6.1 The Supplier may terminate this agreement summarily by notice
in writing to the Client if the Client goes into liquidation, administration,
is wound up or otherwise ceases to exist.
6.2 This agreement shall terminate without notice in the event of
the Supplier going into liquidation, administration, is wound up or
otherwise ceases to exist.
6.3 In case of termination of this agreement the Client must indemnify
the Supplier in accordance with the statutory provisions applicable
to commercial Suppliers in the United Kingdom.
7 Data
7.1 The Client accepts that the Data derives from that provided by
the purchasers of the Tickets and that accordingly, the Supplier cannot be
held liable for the accuracy of the Data.
7.2 Ownership of the Data remains at all times with the Supplier;
The Client may be licensed to use the Data for marketing purposes
where such permission has been expressly granted by the providers
of the Data, in marketing campaigns as may be agreed from time to
time between the Client and the Supplier, and subject to any agreed
charges being paid for collation and delivery of the data
in a suitable format.
7.3 The Supplier may contract a third party to hold the Data securely
on its system and maintain a full back-up regime. The Supplier shall
have no liability for any loss or damage, however caused, arising
from any loss of Data.
7.4 All Data is collected and held in accordance with the Data Protection
Act 1998 or other covering legislation as may come into force, and
in accordance with the Supplier’s Privacy Policy.
8 Intellectual property rights
8.1 The Client warrants that it owns the copyright or has the reproduction
rights of all artwork, trade names, photographs, databases and other
materials supplied to the Supplier for inclusion on the WebSite. The
Client shall indemnify and hold harmless the Supplier against any
costs, claims, expenses and damages arising out of or in connection
with any dispute as to the ownership of copyright or reproduction
rights to this material.
9 Confidentiality
During the period of this agreement and after its termination, the
Supplier must not disclose any confidential information (whether technical
or otherwise) made available to him by the Client, unless such information
has reached the public domain.
10 Miscellaneous
10.1 The Supplier arranges hosting of the WebSite using third parties
and the Client accepts that the third party hoster has sole liability
to provide hosting services. The Supplier makes no warranty or guarantee
as to the availability or non-interruption of these hosting services
and the Supplier cannot accept liability for losses caused by the
unavailability, malfunction or interruption of the hosting services.
10.2 No variation of this agreement shall be of any effect unless
made in writing and signed by the Client and by the Supplier.
10.3 This agreement is personal to the Client and the Supplier and
may not be sub-contracted or assigned by either party.
10.4 This agreement shall be governed by English Law and the parties
submit to the non-exclusive jurisdiction of the English courts.
10.5 This agreement supersedes all previous agreements between the
Client and the Supplier.
10.6 In this agreement, unless the context clearly indicates another
intention:
10.6.1
reference to one gender includes all other genders,
10.6.2
reference to the singular includes the plural and vice versa,
10.6.3
obligations undertaken by more than a single person, club,
society or company are joint and several obligations,
10.6.4
reference to a document is a reference to that document as
from time to time supplemented or varied, and
10.6.5
any reference to a person includes natural persons and partnerships,
firms and other such incorporated bodies, corporate bodies and all other legal
persons of whatever kind and however constituted.