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Terms and conditions for using the registration and payment service ticketco.events v.1.2
Last revised: May 25. 2018. Version UK 1.2
1. General provisions
This agreement (the "Agreement") applies between TicketCo UK Limited, company number 10973286, ( "TicketCo"), which offers ticket distribution services (the "Services") and an event organiser (the "Client").
The Agreement must be read and accepted before the Client registers as an event organiser. By registering as an event organiser on TicketCo's website (ticketco.events/uk/no/se/fr etc.), hereinafter referred to as the "Website", the Client accepts the Agreement, TicketCo's terms and conditions for end-users, and other information provided on the Website, hereinafter collectively referred to as the "Terms and Conditions". TicketCo reserves the right to change the Terms and Conditions. Advance written notification will be provided of changes that are clearly in the Clients disfavour. In the event of conflicts and discrepancies, the Agreement shall take precedence over information provided on the Website.
In the Terms and Conditions, "ticket" refers to the physical or digital proof of the right to a service and/or product from the Event Organiser, including passes, season cards, vouchers, and gift cards.
2. Checks of the Client
TicketCo may obtain information about the extent to which the Client has the capacity to fulfil its obligations in a satisfactory manner. TicketCo reserves the right, without giving reasons, to decline to offer one or more Services to the Client. TicketCo will not make payments to the Clients bank account before the Client has transferred £ 0.1 from the Clients bank account to TicketCo's client funds account, Sort Code: 40-51-14, account Number: 66284003. The transfer must be marked with the Clients customer number in TicketCo.
3. The Services
3.1 General provisions
TicketCo will put its TicketCo software ("TicketCo") at the disposal of the Client. TicketCo is a web-based registration and payment service in which the Client can monitor registrations and sales by logging onto the Website. In the following, users of TicketCo are called "End-Users".
3.2. The Services – delivery
a) Conclusion of contract The conclusion of a contract requires that the Client accepts the Terms and Conditions, registers the contact information requested in connection with registration, and is approved as an Client by TicketCo.
b) Acceptance The Client must conduct its own test of TicketCo's functionality by no later than when it registers an event. The Client must, without undue delay, notify TicketCo in writing if the Client is not satisfied with the Services.
c) Rights TicketCo retains all the rights associated with TicketCo and other materials produced by TicketCo. The Client is given only a limited right of use to TicketCo and the materials that have been produced. The Client does not have the right to make any changes to TicketCo or transfer the Services.
d) Operation of the Website and TicketCo It is the responsibility of the Client to cancel any existing agreements with third parties. TicketCo cannot guarantee that shorter periods of downtime will not occur. The status regarding downtime can be found on http://status.ticketco.events
3.3 The Services – cancellation
The Services will be provided for as long as the Client has an event registered on TicketCo and/or final settlement between TicketCo, the Client and the End-Users has not taken place. Refer also to clause 10.
3.4 Support
TicketCo's support department is open weekdays between 08:00 and 16:00 GMT. The support department is accessible on both phone and chat based interface in the web site.
4. Data processing agreement
4.1 Parties and roles
For the purposes of a entering into a data processing agreement, the Client is hereby called a Controller. TicketCo is hereby called a Data processor. The Controller and Data processor have entered into the following data processing agreement.
The Controller is the owner of data while the Data processor handles data on behalf of the Controller.
4.2 Contact persons
The contact person for the Controller is the person who have entered into a agreement about usage of the TicketCo service on behalf of the Controller, or a designated contact representing the Controller.
The contact person for the Data processor is the TicketCo director or the Customer Success Manager.
4.3. THE Intent OF the data processing agreement
Processing of personal data that the Data Processor does on behalf of the Controller, consist of making the the Services available and make needed maintenance of the Services. The Services is used by the Controller to make sales of goods and services. To make this possible storage of personal data for data subjects need to occur. When sales occur distribution of receipts and tickets is distributed on behalf of the Controller. These receipts and tickets is containing personal data.
The Data processor shall only process personal data made available by the Controller according to the data processing agreement.
4.4 Length and cancellation
The processing of data is not time limited and continue until the data processing agreement end in accordance with the terms and conditions of using the Services.
When the agreement is ended the Controller can ask the Data processor to delete the personal data collected and processed.
4.5 The parties responsibilities
The Client is in accordance to the General Data Protection Regulation (GDPR) (EU) 2016/679 the Controller. The Controller is responsible for the personal data that is collected and that this data is safely stored. This also mean that the Controller is responsible to make sure the the Data processor is complying with the directive on storage and usage of the personal data that is being processed by the Data processor.
TicketCo in accordance to the General Data Protection Regulation (GDPR) (EU) 2016/679 the Data processor. The Data processor can only process personal data made available by the Controller in accordance with this data processor agreement. Any other processing and usage of data need to be explicitly agreed upon with the Controller.
The Data processor shall make sure that personal data made available by the Controller is separated from the Data processors own data or others.
When the data processing agreement end, the Data processor shall make sure that all personal data supplied by the Controller get deleted. In stead of deleting personal data, the Data processor can deliver all collected and processed personal data to the Controller.
4.6 Data handling by the Data processor
The Data processor can only process personal data in accordance with the purpose of processing set by the Controller and in accordance with the data processing agreement.
The objective of the data processing by the Data processor on behalf of the Controller is: -identification of a person in relation to payment of goods and services on behalf of the Controller -issuing of personalized tickets -electronic distribution of tickets and receipts -collection of personal data that is needed for the Controller to be able to render services pertaining to the Controllers service offerings. This can be Controller customized inquiries the data subject need to respond to when paying for goods and services that the Controller is offering.
4.7 What data is collected
The Data processor collect the following personal information on behalf of the Controller: -First name -Last name -Email address -Mobile phone number -IP address -Browser information -Operating system information -Network supplier -Partial credit card numbers
Collectively this constitute personal data. IP address, browser information, operating system information, network supplier and partial credit card numbers is individually not considered personal data.
The Controller can, through the Services, collect other data based on customized forms. Dependent on what data that is collected, these data can also be considered to constitute personal data.
4.8 Information security
The Data processor continuously assess what security mechanisms that is needed for the Services to contain a sufficient level of security and safe data storage.
The Data process use encryption solutions for both collection and storage of personal data.
The Data processor use a PCI-DSS certified WAF (web application firewall) to prevent unauthorized access to the Services and the data stored within the Services.
Employees working on behalf of the Data processor can only access personal data through authorized access to the Services.
The Data processor also use 3. party tools to monitor and do surveillance of the Services.
4.9 Use of sub processors
If any of the parties to the data processor agreement use sub processors to render services that relates to the data processor agreement, the party who use the sub processor bear responsibility to the sub processors compliance to the data processing agreement. The Data processor shall make sure it´s sub processors comply with the data processing agreement.
The Data processor use the following sub processors for processing of personal data and its storage. Personal data as defined in clause 4.7 can be processed and stored by the sub processors collectively or only partially: -Adyen B.V. in relation to payment services provided by the Data processor. -Amazon Web Services EMEA SARL in relation to storage of data directly related to the Services offered by the Data processor. -Zoho Corporation Pvt. in relation to support services offered by the Data processor. -Intercom Inc. in relation to support services offered by the Data processor. -Innocode AS in relation to development of the Services the Data processor offer.
5. Integrations – API services, Zapier, integrations with third party services, exchange of customer data, etc.
a) Access Application Programming Interface services ("API Services") can be delivered if TicketCo considers the Client and/or the Client´s assistants qualified to handle receipt of such services in a satisfactory manner.
TicketCo reserves the right, without giving reasons, to decline, in full or in part, to offer API Services and/or stipulate additional requirements to those that appear in the Agreement as a condition for providing, or continuing to provide, API Services to the Client.
When using API Services, the Client will receive a time-limited, non-exclusive and non-transferable licence to use specified parts of TicketCo's programming interface.
b) Obligations in the event of receiving API Services and/or customer data API Services are delivered on the condition that the Client uses the API Services for lawful activities, in a lawful manner, having regard for the interests of TicketCo, the Client and the End-Users.
The Client must organise its use of API Services and handle received data, including personal data and transaction data, in a manner that ensures that: -sensitive information, inclusive of transaction data and personal data, does not go astray -personal data and transaction data that contains customer data and other sensitive information, is kept secret -when end user data is used to send out digital messages, including via email and SMS, the messages must be organised such that the recipient can easily unsubscribe from the relevant distribution list. The Client must be able to delete and/or correct, within one business day, information that TicketCo, End-Users or others may have a legitimate interest in having deleted or corrected; -theClient can, within one business day, adapt its use of the API Services for unforeseen circumstances such as the cancellation of an event; -the Client fulfils the requirements TicketCo stipulates at any given time for recipients of the API Services that the Client receives at any given time; -the Client can, at the request of TicketCo, at any given time and within one business day, produce documentation showing that the Client satisfies the security requirements TicketCo stipulates for recipients of API Services; and all products and/or services produced with the aid of the API Services are marked "Powered by TicketCo" and use the official TicketCo logo in the correct colours if the API Services are used in a manner that means they are used for public presentation.
c) Disclaimer of liability The API Services are delivered as they are, without guarantees. The Client uses the API Services at its own risk, and will be solely liable for any damages incurred due to the use of the API Services. TicketCo is only liable for direct losses suffered by the Client that are caused by wilful or grossly negligent actions on the part of TicketCo.
If TicketCo has been integrated with third party systems where data will be transmitted from TicketCo to a third party, TicketCo's liability is limited to attempting to deliver the data in accordance with the third party's instructions for such data deliveries.
d) Indemnity The Client must compensate for, and keep TicketCo, and TicketCo's officers, employees and partners indemnified for, any loss, liability or expense (including legal fees) that occurs or is imposed as a consequence of a claim, lawsuit or legal proceedings that are based on, or arise due to, the Client's breach of the Agreement and/or Terms and Conditions, or that are in some other manner associated with theClient's use of the API Services.
6. Payments, billing and settlement
a) Settlement The End-Users pay into a settlement account, which has been established, and is treated, as a client account and whose funds are kept separate from TicketCo's own funds. Settlement to the Client takes place by TicketCo transferring the agreed share of the End-Users' payments from the client account to the designated bank account given by the Client. TicketCo can deducts it´s Client fees from the End-Users' payment as soon as the funds from End Users' are received. TicketCo may charge an administration fee for sending out invoices in relation to settlements to the Client.
b) Prices Prices are stated on the currently applicable price list published on the Website at any given time. Written notification will be provided of price rises that will apply to ongoing events before the price rises come into effect. TicketCo reserves the right to raise prices for events if circumstances arise, or are discovered, that TicketCo did not foresee or could not reasonably have foreseen at the time the price was set and which mean that the assignment will be significantly more time consuming and/or expensive than first assumed. TicketCo will notify the Client as soon as it becomes apparent to TicketCo that a price rise may be necessary.
c) Time of settlement Payments will be made to the Client, without unnecessary delay, after the event has been held, unless otherwise is expressly agreed. TicketCo reserves the right to withhold or return funds when circumstances indicate that this is in the interests of the End-Users or others, including in the case of condictio indebiti, the basis for the contract between the End-User and the Client being invalid, fraud, and the cancellation of an event. If refunds are made to End-Users, TicketCo will cover its expenses and impose charges in accordance with the current price list at any given time.
d) Complaints Should the Client believe that the fees TicketCo has calculated are too high and/or that TicketCo has delivered defective services, TicketCo must be notified of this in writing as soon as possible.
e) Payment stream TheClient may not instruct End-Users to pay for tickets without using TicketCo.
7. Guarantees and limitations thereof
a) TicketCo guarantees that the Services will be performed with reasonable proficiency and diligence. However, TicketCo does not guarantee that the Services will satisfy the Client's particular purposes or requirements, or that their use will be delivered uninterrupted or without errors.
b) TicketCo guarantees that the uptime in each individual calendar month for its web services will be at least 98%. Uptime is calculated using the average for all of the days in each individual calendar month.
c) Should the Client notify TicketCo in writing of a breach of the above guarantees, TicketCo undertakes to make reasonable efforts to remedy the situation, at its own expense. Should TicketCo, after having made such reasonable efforts, be unable to remedy the breach of the guarantee, TicketCo's liability in connection with the breach of the guarantee will be limited to refunding the amount the Client has paid for the relevant Services and/or delivery during the period during which the guarantee was breached.
d) Irrespective of the above, TicketCo is not liable to theClient to the extent that a non conformity was caused by errors committed by parties other than TicketCo and/or gross negligence or intent has not been demonstrated on the part of TicketCo.
8. Liability and rights in the event of infringements
a) TicketCo shall defend and indemnify the Client against any claims presented to the Client based on materials delivered by TicketCo infringing the intellectual property rights of a third party, on the condition that the Client: (i) immediately notifies TicketCo of any such claim from the third party; (ii) gives TicketCo the right to control and manage the preparations, defence and settlement for any such claim; (iii) fully and completely cooperates with TicketCo in connection with this; and (iv) complies with TicketCo's instructions to cease any uses of materials that, in the judgement of TicketCo, are likely to be judged an infringement of the intellectual property rights of the third party.
b) Clause 7 a) shall not apply to any infringements based on: (i) using the materials in a manner other than in compliance with the relevant instructions issued by TicketCo; (ii) any changes, modifications or revisions of the materials which have not been expressly approved by TicketCo in writing; (iii) the Client's failure to apply corrections or improvements that have been made available by TicketCo; (iv) the Client's distribution, marketing or use of the materials for the benefit of a third party; or (v) combining the materials with materials that have not been delivered or approved by TicketCo.
c) If it is claimed, or could in the reasonable opinion of TicketCo be claimed, that materials infringe the intellectual property rights of a third party, TicketCo may, within a reasonable period of time, chose to: (i) secure the Client the right to continue using the materials; (ii) replace such materials at its own expense with substantially equivalent materials; or (iii) change the materials. Should TicketCo, following a reasonable assessment, determine that it will not possible to secure the Client the right to continued use, and that the materials cannot be changed or replaced, the allegedly infringing materials must be returned to TicketCo, and TicketCo's maximum liability for such infringement will be to refund the amount the Client has paid for the relevant materials, less a deduction for the benefits the Client derived from their use.
d) The provisions in this clause 7 regulate TicketCo's full and complete liability, and the Client's only rights in connection with infringement or allegations of infringement.
e) Should the Client grant TicketCo access to software, specifications, content or other materials, the Client has an obligation to compensate for, and defend and indemnify TicketCo against, any liability incurred or alleged in connection with infringements of the rights of a third party.
f) TheClient is solely liable for the content the Client publishes on the Website and shall indemnify TicketCo against claims in connection with this. Content on the Website must be removed immediately at the request of TicketCo. The Client shall also indemnify TicketCo against claims that are based on breaches of the law, other failures on the part of the Client, and other circumstances for which the Client is closest to bearing the risk. The use of TicketCo to market or sell tobacco is prohibited.
9. Limitation of liability
Beyond delivery of the Services, TicketCo is not involved in the contractual relationships between the Client and the End-Users, including with respect to ensuring that the Client submits correct reports concerning value added tax. The Client may only claim liability on the part of TicketCo, TicketCo's partners, employees and officers for direct losses caused by wilful or gross negligence. TicketCo's liability is, under any circumstances, limited to the amount the Client has paid for the relevant Services.
10. Cooperation
The Client acknowledges and consents to the fact that:
a) The Client shall cooperate with TicketCo in the performance of the Services, including, but not limited to, providing TicketCo with the necessary facilities and access to appropriate data, information and personnel, and the Client acknowledges and consents to the fact that TicketCo's performances are dependent on the Client's timely and effective fulfilment of these obligations, as well as timely decisions and approvals on the part of the Client in connection with the Services.
b) Any failure to contribute on the part of the Client could have a negative effect on TicketCo's ability to fulfil its obligations. This will result in any milestones having to be adjusted and, in the case of Services based on a fixed price, additional services that can be referred to such circumstances on the part of the Client will be billed in accordance with TicketCo's standard consulting rates.
c) During the performance of its obligations under the Agreement, TicketCo may be dependent on data, materials and other information provided by the Client, without this information being subject to any independent checks or verification on the part of TicketCo. TicketCo must be able to assume and trust the correctness and accuracy of such information during the performance of its Services. TicketCo's application of value added tax to its services depends on the VAT category the Client applies to its services. The Client has a duty to ensure that the tickets are marked with the correct VAT category.
d) TicketCo's performance of Services may include advice and recommendations. All decisions in connection with such advice and recommendations shall be made by the Client, and are the sole responsibility of the Client.
11. Termination
a) Each of the parties has the right to terminate the Agreement if the other party: (i) has materially breached the Agreement; and (ii) has not remedied such a breach within thirty (30) days of receiving notification from the other party. Failing to pay, or late payment of, invoices, using TicketCo or other materials supplied by TicketCo contrary to the law, the rights of a third party, or in a manner that causes substantial harm to TicketCo and/or a third party, will always be regarded as a material breach.
b) If the Client wants to terminate the Agreement for reasons other than those regulated by clause a) above, the Client shall, unless otherwise is agreed, provide TicketCo with written notification ("Notice") of this with a minimum of three (3) months' notice.
c) In the event of any termination of the Agreement, the Client shall pay TicketCo all of the remuneration and expenses that have been earned or accrued in connection with the performance of the Services up to and including the expiration of the period of notice. The Client shall also refund all of TicketCo's reasonable costs in connection with the termination of the Agreement, with the exception of those cases where the termination is based on a material breach by TicketCo.
d) For partially completed periodic Deliverables or milestones that have not fallen due for payment on the date of the Agreement's termination, the Client shall pay a proportional share based on how much of the Services or Deliverables TicketCo has completed at the time the Agreement is terminated.
12. Duty of confidentiality
Each of the parties has an obligation to maintain confidentiality with regard to data and information that the party learns during the term of the Agreement and which the party should understand that the other party would want to be treated confidentially. Should one party seek the assistance of a third party, the third party must also be made subject to a duty of confidentiality. These provisions concerning a duty of confidentiality shall apply for two (2) years after the expiration or termination of the Agreement. All employees working for TicketCo have signed confidentiality agreements.
13. Information about the Client
When ordering Services and/or Deliverables, the company and personal data ("data") provided by the Client will be stored in TicketCo's customer database. For the purposes of performing Services and Deliverables, TicketCo may receive, process and transmit the Client's data between its affiliated companies, its subcontractors and contractual parties. Furthermore, TicketCo and TicketCo's affiliated companies may process the Client's data for any communication with the Client, including, inter alia, for invitations to events and the distribution of TicketCo's materials. To the extent that TicketCo's processing of the Client's data has been performed in accordance with the Agreement or what may be regarded as normal use in connection with the performance of the Services, the Client shall compensate for, and defend and indemnify TicketCo against, all claims, liability for damages, losses and reasonable costs incurred by or presented to TicketCo in connection with any claim from a third party relating to the processing of the Client's data.
14. Blocking of the Services
TicketCo may, without advance warning, block the Client's access to one or more Services, in full or in part, if the Client fails to perform its obligations under the Terms and Conditions. Blocking may also take place if the Client misuses or overloads the equipment or network, exhibits behaviour that diminishes the quality of service for TicketCo's other customers, entails a risk of harm to materials or the reputation of TicketCo or others, and/or offers services or products on the restricted lists of TicketCo's subcontractors and that TicketCo is not authorised to distribute, including tobacco. TicketCo cannot be used for collection of sensitive personal data. TicketCo will, to the extent the situation permits, try to warn the Client in advance of any blocking.
15. Deadline for complaints
TheClient must, without undue delay, notify TicketCo of circumstances that the Client regards as constituting a basis for any claims. Any lawsuits against TicketCo must be brought by no later than the first to occur of the following: twelve (12) months passing after the events on which a lawsuit is based took place, or twelve (12) months after the delivery of the Services or Deliverables, irrespective of the type of lawsuit, damage, claim, liability, cost, expense or loss, whether it is based on the Agreement, contract, legislation, non-statutory liability for damages, or other things.
16. Independent contractors
The parties understand that each of the parties to the Agreement is an independent contractor and that none of the parties is, or will be regarded as, an agent, distributor, responsible for, or a representative of the other party. None of the parties must present themselves, directly or implicitly, as being an agent for the other party, or in some other manner assume or create any obligation on behalf of the other party, or in their name.
17. Force Majeure
Except for payment obligations, neither the Client nor TicketCo is responsible for any delay that is due to circumstances or causes outside the control of the party, including, but not limited to, fire or other accident, strike or other labour conflict, war or other act of violence, or Act, instruction, or claim issued by a public body or authority.
18. Employees
During the term of the Agreement, and for three months thereafter, none of the parties may contact any employee of the other party that has directly been involved in Services or Deliverables with a view to employment/appointment as an employee, consultant or similar, without the other party's explicit written consent.
19. Customer references
The parties consent to the use of each other's name and/or logo in presentations, marketing materials, customer lists, financial reports, websites and other marketing-related activities. TicketCo may name the Client as a customer of TicketCo and describe, in general terms, the type of Services it performs for theClient in TicketCo's presentations and tenders for existing and future customers.
20. Surviving provisions
The provisions in clauses 7, 8, 9, 10, 11, 12,13, 15, 17, 18, 20, 21 and 22 of the Agreement shall survive the expiration or termination of the Agreement.
21. Transfer
TicketCo can transfer its rights and obligations under the Agreement as long as this is not unreasonable for the Cliet. The Client can transfer its rights and obligations under the Agreement to another company within the same group.
22. Choice of law and legal venue
This contract will be governed by and construed in accordance with the laws of the United Kingdom and shall be subject to the exclusive jurisdiction of the courts of England and Wales.