Last updated: 2 February 2015

1. Definitions and Interpretation

Construction of agreement

This agreement comprises the following documents:

  1. The Covering Letter;
  2. the Schedules and Annexures; and
  3. these Standard Terms.

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

2. Engagement

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.

3. Term

This agreement commences on the Commencement Date and ends on the Expiry Date, unless terminated earlier under clause 10.

4. Ticketbooth’s Obligations

Ticketbooth must supply to the Client the Ticketbooth Services in respect of the Event in accordance with this agreement.

5. Client’s Obligations

General
The Client is solely responsible for performing, at its cost, its obligations under this clause 5.
Information Relating to Event
The Client must:

  1. Provide information: at the earliest practicable time (and in any case no less than 10 Business Days before the day on which Ticketbooth is directed to commence selling the Tickets for the particular Event), notify Ticketbooth in writing of all information relating to the Event to which Tickets are to be made available through the System;
  2. Ensure information complete: Use reasonable endeavours to ensure that all information it gives to Ticketbooth relating to the Event and each Venue is accurate and complete; and
  3. Notify alterations: If the Client receives or becomes aware of any alterations to the information referred to in paragraph (i) or (ii), immediately notify Ticketbooth of those alterations.
  4. Ticket allocation: Accurately maintain the number of Tickets available for sale or issue via the Ticketbooth Service for the Event and bear full responsibility for any Losses or Claims due to over-selling or over-issuing of Tickets to the Event;
  5. Use of Ticketbooth Service: only use the Ticketbooth Service for lawful purposes and only for the purpose of creating an Event page for its Event and selling/issuing Tickets to that Event;
  6. Disruption of Ticketbooth Service: not engage in any activity which interrupts or affects the Service;
  7. Follow reasonable directions: follow any reasonable directions from Ticketbooth in relation to its use of the Ticketbooth Service;
  8. Comply with Ticketbooth policies and procedures: comply with all reasonable rules, policies and procedures which may be published Standard Terms
  9. Comply with laws: Comply with all applicable laws and regulations in relation to Tickets, the Event and this agreement;
  10. Communicate: Ensure that its refund policy and any terms and conditions (which are in addition to the standard Ticketbooth Terms and Conditions of Sale) governing its Event and Tickets are communicated to Purchasers prior to purchase;
  11. Donations: If client accepts donations in relation to Tickets or the Event and makes representations that the donation is deductible for income tax purposes, ensure that it is registered as a deductible gift recipient, provide accurate information to Purchasers of Tickets in relation to the deductibility of donations and provide receipts to Purchasers which comply with all relevant legal requirements. For the avoidance of doubt, no part of the Ticket price shall constitute a donation and Ticketbooth is not responsible for any donation amounts received by it in relation to the Event;
  12. Notification: Notify Purchasers of Tickets if the Event is cancelled, altered, relocated, rescheduled or postponed;
  13. Provide Refunds: Where required, provide refunds to Purchasers in accordance with clause 9 of this Agreement;
  14. Bank Account Details: If it is not using its own Stripe account or its Merchant Account to receive Ticket proceeds, provide Ticketbooth with valid bank account details for receipt of Ticket proceeds;
  15. Advertising: Ensure that any advertising in relation to the Event and Tickets is accurate and not misleading;
  16. Privacy and Spam Laws: Comply with all applicable privacy and spam laws with regard to any Purchaser information (including name, address, mobile number and email address) it obtains via Ticketbooth or the Service;
  17. Third Party Rights: If it submits content to the Site or Ticketbooth Service, whether articles, images or other copyrightable material, ensure that the content it uploads does not infringe the copyright or other rights (including intellectual property rights) of third parties.

Use and promotion of Ticketbooth Services
The Client must:

  1. Use of Ticketbooth Services: Only use the Ticketbooth Services for lawful purposes and follow any reasonable directions from Ticketbooth in relation to the use of the Ticketbooth Services;
  2. Reasonable Assistance: Provide all assistance reasonably requested by Ticketbooth to enable it to provide the Ticketbooth Services in accordance with this agreement;
  3. Promote the Network: Include in its advertising of Event references to Ticketbooth and the Network;
  4. Ticket Stock: Not supply or use any Ticket stock in respect of the Event other than Ticket stock produced by Ticketbooth for use with the System;
  5. And Consignment and Complimentary Tickets: Not sell or permit to be sold any Consignment Tickets and/or Complimentary Tickets in respect of the Event without Ticketbooth’s prior consent.

Box Office

  1. Provide space: Cause a sufficient area at each venue to be allocated for use as a Box Office, including an adequate space for a public counter and telephone lines;
  2. Provide fittings and security: Provide adequate and safe fittings, air-conditioning, lighting, furnishings (including counter and seats) and adequate security devices to secure the Box Office, the Ticketbooth Hardware and Software, all Tickets and all Ticket proceeds and credit card dockets;
  3. Protect Ticketbooth Hardware and Software: Not permit any person to access or use any part of the Ticketbooth Hardware and Software other than the Client’s employees who have been approved in writing by Ticketbooth or other persons authorised in writing by Ticketbooth;
  4. Provide public access: Ensure that the public have access to the customer counters and customer waiting areas in the vicinity of the Box Office during Box Office opening hours, including appropriate space for, and management of, queues to the Box Office;
  5. Insure: take out and maintain at all times during the term adequate insurances in respect of the Box Office (including the Ticketbooth Hardware and Software) against loss, theft and damage and injury or death to persons;
  6. And Pay Costs: Except as expressly set out in this agreement, pay all costs associated with the Box Office, including all necessary electricity, telephone charges and regular cleaning costs.
  7. Access to Venue: The Client will procure access for Ticketbooth and its Personnel during normal business hours the right of ingress and egress to or from the Box Office and such other areas of a Venue as it reasonably requires to perform its obligations under this agreement.

6. Ticketbooth Hardware and Software

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:

  1. Only use with the System: The Ticketbooth Hardware and Software is only used for the sale of Tickets to Event using the System, and for no other purpose;Ensure information complete: Use reasonable endeavours to ensure that all information it gives to Ticketbooth relating to the Event and each Venue is accurate and complete; and
  2. Use Properly: The Ticketbooth Software is used and operated in a proper and skilful manner using only competent and appropriately trained and qualified personnel in compliance with any reasonable operating manual or specification which Ticketbooth provides from time to time;
  3. And not encumber, move or modify: The Ticketbooth Software is not encumbered, moved or modified without Ticketbooth’s prior written consent, such consent not to be unreasonably withheld or delayed.

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.

7. Payments

Processing
Payments relating to the Service are transacted at the Client’s election via one of the following options:

  1. The Ticketbooth payment processing gateway (Gateway); or
  2. Upon prior agreement with Ticketbooth, its own Merchant Account (such as Stripe, Paypal, Payflow) which will require a direct debit arrangement between it and Ticketbooth;

Third Party Merchant Accounts
If the Client elects to use a third party merchant account as its payment option, it should familiarise itself with the applicable terms of use governing that service.

8. Fees, Charges and Settlement

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.

Settlement

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:

  1. Gateway: If the Client elects to use the Ticketbooth Gateway for payment processing, subject to clauses 8 and 9, on the Settlement Day, Ticketbooth must pay into the Client’s nominated account the proceeds of Tickets to the Event(s) sold through the Ticketbooth Service and received by Ticketbooth less any amount Ticketbooth is entitled to deduct under clause 8.
  2. Third Party Merchant Account: If Ticketbooth provides consent to the Client to use its own Merchant Account for payment processing, it will be responsible for collecting all proceeds from the sale of Tickets via the Ticketbooth Service and Ticketbooth will deduct its Fees and any other amounts payable by the Client to Ticketbooth under this Agreement or otherwise in accordance with the direct debit agreement in place between the Client and Ticketbooth.

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.

Chargebacks

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.

  1. In the event of cancelled or rescheduled events, chargebacks, disputed transactions or any other circumstances that may pose significant exposure, risk, or liability to Ticketbooth, Ticketbooth reserves the right to hold any amount of Settlement funds for a period of ninety (90) days. If Settlements are insufficient, Client shall provide Ticketbooth sufficient funds to make refunds immediately upon notice thereof. Failure to comply with clause 8 shall entitle Ticketbooth to enforce default interest and contract default fees in accordance with clause 8.

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):

  1. Ticketbooth will consult in good faith with the Client prior to taking any further action including, where appropriate, consultation at a CEO-level;
  2. The Client authorises Ticketbooth to retain a reasonable proportion of the Ticket proceeds (such proportion to be determined by the parties acting reasonably);
  3. If the Claim is settled or resolved by final determination of a court Ticketbooth may apply those monies in full or partial satisfaction of any liability which the Client has to Ticketbooth in respect of the Event;
  4. If it is determined finally by a court that the Client has no liability either to Ticketbooth or to the purchaser of any Tickets, Ticketbooth will release to the Client the Ticket proceeds which it retained pursuant to clause 8.

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.

  1. If the Client owes Ticketbooth any money the Client shall indemnify Ticketbooth from and against all costs and disbursements incurred by Ticketbooth in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Ticketbooth’s contract default fees, and bank dishonour fees).
  2. Without prejudice to any other remedies Ticketbooth may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Ticketbooth may suspend or terminate the supply of Services to the Client. Ticketbooth will not be liable to the Client for any loss or damage the Client suffers because Ticketbooth has exercised its rights under this clause.

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.

9. Cancellation of Events

Cancellation

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.

Cancellation Fee

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.

Notification

  1. Ticketbooth will notify purchasers of Tickets of any cancellations or postponements of the Event via email at its cost. If a valid email address is not provided by purchasers of Tickets, Ticketbooth will bear no responsibility to notify such purchasers of a cancellation or postponement of the Event.
  2. If Ticketbooth is required to notify purchasers of Tickets of a postponement or cancellation of the Event, otherwise than as contemplated under clause 9, the Client must reimburse to Ticketbooth the costs and expenses incurred by Ticketbooth in giving such notice.

10. Representations, Warranties and Indemnities

General representations and warranties

The Client warrants to Ticketbooth that:

  1. The entering into and performance of this Agreement will not result in any breach of, or constitute a default under, any other agreement to which it is a party, including, any agreement for the sale or other issue of tickets for the Event or the Venue; and
  2. The number of Tickets made available for sale or issue does not exceed legal, fire or council rules or regulations or other restrictions of the Venue or of governmental agencies.

Each party represents and warrants to each other party:

  1. It is duly incorporated and validly existing under the laws of the place of its incorporation;
  2. It has full corporate power to execute, deliver and perform its obligations under this agreement; and
  3. The execution, delivery and performance of this agreement has been properly authorised by it.

Indemnity

  1. The Client indemnifies Ticketbooth for any Loss Ticketbooth may incur, or be liable for, arising from or in connection with any breach by the Client of this agreement or any negligent act, omission or default on the part of the Client or its Personnel in relation to the performance or nonperformance of its obligations under this agreement.
  2. The Client indemnifies Ticketbooth against any Loss (including legal fees and expenses) Ticketbooth may incur, or be liable for, arising from or in connection with any failure by the Client or its Personnel to comply with all legislation relating to the handling, treatment and use of Ticket purchaser information (including name, address, mobile phone number and email address) that it obtains via Ticketbooth or the Ticketbooth Service. The Client understands that this indemnity extends to any Loss suffered by Ticketbooth as a result of adverse publicity, which is related to the breach of any legislation. To avoid any doubt, the indemnity in clause 10 does not apply to the extent the indemnity is prohibited by law

Limitation of Liability

  1. Ticketbooth excludes, to the maximum extent permitted by law, all express or implied guarantees, warranties, representations or other terms and conditions relating to this agreement or its subject matter, not contained in this agreement. Nothing in this agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include the Europen Consumer Law which contains guarantees that protect purchasers of goods and services in certain circumstances.
  2. If any guarantee, condition, term or warranty is implied or imposed in relation to this agreement by applicable law (including the Europen Consumer Law) and cannot be excluded, restricted or modified (Non-Excludable Provision), and Ticketbooth is able to limit the Client’s remedy for a breach of the Non-Excludable Provision, then Ticketbooth’s liability for breach of the Non-Excludable Provision is limited to one or more of the following at Ticketbooth’s option:
    1. In the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again; and
    2. In the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or acquiring equivalent goods, or the payment of the cost of having the goods repaired. This clause states, subject to Ticketbooth’s obligations under the Non-Excludable Provisions and to the maximum extent permitted by law, the entire aggregate liability of Ticketbooth and exclusive remedy of the Client (including for any Loss or damage sustained by the Client in connection with this agreement, whether arising in contract, tort (including negligence), statute, equity or otherwise).
  3. The limitation in this clause and the relevant exclusion does not apply in relation to liability:
    1. for personal injury (including sickness or death);
    2. for loss, damage to or loss of use of, any real or personal property; or
    3. for fraud, dishonesty or willful misconduct.
  4. Subject to Ticketbooth’s obligations under the Non-Excludable Provisions, Ticketbooth’s liability for Consequential Loss is excluded.
  5. For the purposes of clause 11.3(iv), Consequential Loss means any special, indirect, consequential or punitive loss or damage. For clarity, this does not include loss or damage which may fairly and reasonably be considered to arise naturally from the usual course of things, from the breach or other act or omission in question (the remedy for which loss or damage is limited as described in clause 11.3(ii)).
  6. Ticketbooth cannot guarantee that the Site will be error-free, uninterrupted, nor that it will provide specific results from use of the Site or any content, search or link on it. The Site and its content are delivered on an ‘as-is’ and ‘as-available’ basis.

11. Termination

Ticketbooth’s Right To Terminate

Ticketbooth may terminate this Agreement and the Client’s use of the Ticketbooth Service immediately if:

  1. An Insolvency Event occurs in relation to the Client;
  2. The Client breaches any of its obligations under this Agreement; or
  3. The Client fails to pay any money due to Ticketbooth when it falls due.
  4. Ticketbooth believes that continuation of the contract by hosting Client’s events may damage Ticketbooth’s brand or risk Ticketbooth’s credit card processing facilities.
  5. Ticketbooth believes Client is complicit with users processing fraudulent sales.

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.

12. Force Majeure

Force Majeure

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.

Notice

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.

13. Assignment and Subcontracting

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.

14. Confidentiality

Information confidential

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:

  1. Disclosures required by law or a requirement of any regulatory body court or tribunal; information which is in or comes into the public domain other than as a result of a breach of this agreement; or
  2. Disclosures to the financial accounting or legal advisers of the parties where reasonably required and provided appropriate confidentiality undertakings are obtained,
  3. and no party shall use any such confidential information other than for the purpose for which it was provided to that party.

15. Tax, Costs and Expenses

GST Inclusive

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.

Tax invoices

Ticketbooth will issue tax invoices in respect of any supplies made by Ticketbooth pursuant to this agreement.

Tax

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.

16. Relationship

The Client appoints Ticketbooth as its agent to sell Tickets for the Event through the Network. The Client acknowledges that:

  1. Ticketbooth provides ticketing services to a range of venues and promoters and has ongoing business dealings with other venues and promoters;
  2. this agreement in no way restricts, and the Client agrees not to interfere with, Ticketbooth’s other business dealings; and
  3. Ticketbooth is not obliged to disclose to it the confidential information of another promoter.

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.

17. Obligation to act in good faith

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.

18. Privacy and use of Customer Data

  1. By entering into this Agreement, the Client agrees to the terms of Ticketbooth’s Privacy Policy. Ticketbooth may collect and use the personal information of Purchasers of Tickets in accordance with its Privacy Policy in place from time to time.
  2. Ticketbooth may collect and use the personal information of purchasers of Tickets. Each party agrees to comply at all times with all relevant laws with respect to the collection and use of such information.

19. Payment Card Industry Data Security

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).

20. General

Notices

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 clients@ticketbooth.eu

Invalidity

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:

  1. It is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and
  2. It does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.
  3. This clause is not limited by any other provision of this agreement in relation to severability, invalidity or unenforceability.

Amendments and Waivers

  1. This agreement may be amended only by a written document signed by the parties. A waiver of a provision of this agreement or a right or remedy arising under this agreement, including this clause, must be in writing and signed by the party granting the waiver.
  2. A single or partial exercise of a right does not preclude a further exercise of that right or the exercise of another right. Failure by a party to exercise a right or delay in exercising that right does not prevent its exercise or operate as a waiver. A waiver is only effective in the specific instance and for the specific purpose for which it is given.

Cumulative Rights

The rights and remedies of a party under this agreement do not exclude any other right or remedy provided by law.

Non-Merger

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.

Further assurances

Each party must do all things necessary to give full effect to this agreement and the transactions contemplated by this agreement.

Entire 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.

Specific performance

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.

Legal Advice

The parties acknowledge that they have received legal advice about this agreement or have had the opportunity of receiving legal advice about this agreement.

Counterparts

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.