TickX Partner Terms & Conditions

These general terms form an integral part of the Agreement entered into between a Ticket Seller (Company) and TickX Limited (TickX) (each a Party and collectively the Parties).

BACKGROUND

(A) The Company operates the Company Website for the purpose of marketing Tickets to users. TickX operates the TickX Platform for the purpose of allowing users to discover, compare prices and book Tickets.

(B) The parties are entering into this agreement to allow TickX to list Tickets marketed and sold by the Company on the TickX Platform, and to allow users of the TickX Platform to discover, compare prices and book Tickets offered by the Company against prices offered by other providers.

Agreed terms

  1. Interpretation

The definitions and rules of interpretation in this clause apply in this agreement.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Company Brand: the Company’s name, logos, taglines and trade marks (whether registered or unregistered).

Company User: a user who accesses the TickX Platform with a view to potentially purchasing a Ticket from the Company.

Company Website: the Company’s website at any time and from time to time, including all future versions and replacements of, and successors to, the Company Website.

Control:  has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

DP Action: has the meaning given to that term in clause 9.11(b).

DP Breach: has the meaning given to that term in clause 9.10.

Data Protection Legislation: means (i) unless and until such legislation is no longer directly applicable in the UK, the Data Protection Act 2018, the GDPR, and any national implementing laws, regulations and secondary legislation in the UK; and then (ii) any successor legislation thereto; and in each case including any statutory guidance issued by the ICO.

Data Subject Communication: has the meaning given to that term in clause 9.9.

Independent Data: has the meaning given to it in clause 9.3.

Joint Personal Data: has the meaning given to it in clause 9.2.

Joint Purposes: the purposes of: (i) TickX providing access to the TickX Platform to Company Users; (ii) the Company entering into Transactions with, and delivering the Tickets to, Company Users; and (iii) each party keeping the Company Users up to date with their order for Tickets.

Materials: all documents, images, content, information, items and materials in any form, whether owned by the Company or a third party, which are provided by the Company to TickX in connection with this agreement, including the items provided in order to allow TickX to list and compare on the TickX Platform the prices of Tickets which are marketed or sold on the Company Website.

Nominated Contact: has the meaning given to that term in clause 9.8;

Originating Data: any and all Joint Personal Data that the Receiving Party receives from, or on behalf of, the Originating Party.

Originating Party: means a Party which discloses personal data to the other Party;

Receiving Party: a Party which receives personal data from an Originating Party.

Tickets: tickets for any event, attraction or other experience offered for sale.

TickX Requirements: the application programming interfaces, uniform resource locators and other information set out in Schedule 1.

TickX Platform: TickX’s site located at www.tickx.co.uk, the TickX app, widgets and APIs, and any future version, replacement and/or derivatives of the same.

Transaction: a purchase of any Tickets from the Company by a Company User who has clicked through directly to the Company Website from the TickX Platform.

VAT: Value added tax or any equivalent tax chargeable in the UK or elsewhere.

1.1  Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.2  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3  A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4  Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.5  Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.7  A reference to writing or written includes faxes and email.

1.8  References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.9  Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

 

  1. Company’s obligations

2.1  The Company shall create, operate and maintain the Company Website.

2.2  The Company shall provide TickX with the TickX Requirements, as well as any other application programming interfaces, uniform resource locators and/or other information or data which TickX requests from time to time in order to allow it to list Tickets on the TickX Platform marketed and sold by the Company.

2.3  The Company shall be responsible for developing, operating and maintaining the Company Website.

2.4  The Company shall provide to Company Users clicking through directly from the TickX Platform access to and use of the Company Website, and the ability to purchase all Tickets which are generally available on the Company Website at the same prices as they are generally available, in accordance with Company’s standard terms of use, terms of sale and other terms and conditions, policies and procedures from time to time in force.

2.5  The Company shall provide TickX with:

(a) all co-operation and assistance in relation to this agreement;

(b) all access to such documents, information, data and materials as may be required by TickX; and

(c) all other items as TickX requires in order to perform its obligations under this agreement.

2.6  All Transactions shall be entered into directly between the Company and the Company Users.

2.7  The Company shall:

(a) ensure that the Company Users are aware that Transactions are being entered into directly with the Company; and

(b) have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind TickX in any way, and shall not do any act which may reasonably create the impression that the Company is so authorised.

2.8  The Company will provide TickX with sales reports not less than once every two weeks, or a real time dashboard, which set out full details of all Transactions that have been entered into, including the value of all such Transactions, the number of Tickets purchased and the event, attraction or other experience to which the Tickets purchased relate.

2.9  The Company warrants that it holds all licences and permissions necessary, and is legally entitled, to:

(a) enter into, and perform its obligations under, this agreement;

(b) market and sell all Tickets featured on the Company Website; and

(c) allow TickX to list and compare the prices of such Tickets on the TickX Platform.

2.10  The Company shall request prior approval for any use of, and/or reference to, any TickX name, logo, trade mark, domain name, logo or branding that the Company may wish to make. TickX shall review the proposed use within a reasonable time (being ordinarily not longer than seven days) and shall not unreasonably refuse or delay such approval.

2.11  This agreement is non-exclusive and does not prevent or restrict the Company from entering into similar or different agreements with third parties.

2.12  The Company shall comply with all applicable laws and regulations with respect to its activities under this agreement and to its business.

2.13 The Company shall indemnify TickX against all liabilities, costs, expenses, damages and losses (whether direct or indirect) suffered or incurred by TickX arising out of or in connection with:

(a) the Company’s Website or the marketing or sale of Tickets on the Company’s Website;

(b) the postponement or cancellation of any event which is the subject of a Ticket; and

(c) any claims by Company Users for refunds, rebates or credits relating to Tickets.

 

  1. TickX’s obligations

3.1  TickX shall use reasonable commercial efforts to list on the TickX Platform all Tickets which are marketed and sold on the Company Website.

3.2  TickX shall be responsible for developing, operating and maintaining the TickX Platform, but does not warrant that the TickX Platform will always be available or uninterrupted.

3.3  TickX acknowledges and agrees that it has no authority to legally bind the Company in relation to Company Users.

3.4  TickX shall comply with all applicable laws and regulations with respect to its activities under this agreement and to its business.

3.5  This agreement is non-exclusive and does not prevent or restrict TickX from entering into similar or different agreements with third parties.

 

4. Intellectual Property Rights

4.1  The Company warrants that:

(a) it is the owner or licensee of all intellectual property rights subsisting in any Materials and the Company Brand;

(b) it has all rights, licences and permissions necessary in order to allow it to grant to TickX the right to use the Materials, the right to use the Company Brand and all other rights set out in this agreement;

(c) the use by TickX of the Materials or the Company Brand on the TickX Platform will not infringe the intellectual property rights of any third party.

4.2  The Company hereby grants to TickX the non-exclusive right to use the Materials and the Company Brand on the TickX Platform subject to, and for the duration of, this agreement.

4.3  Each party shall promptly give notice in writing to the other if it becomes aware of:

(a) any infringement or suspected infringement of the Materials or the Company Brand; or

(b) any claim that the Materials or the Company Brand infringes the rights of any third party.

4.4  The Company shall indemnify TickX against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by TickX arising out of or in connection with:

(a) the Company breaching this clause 4; and

(b) any claim and/or proceedings brought against TickX claiming that its use of the Materials and/or the Company Brand on the TickX Platform infringes the intellectual property rights of any third party.

 

  1. Confidentiality

5.1  The Company undertakes that it shall not at any time during this agreement, and for a period of three years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of TickX or of any member of the group of companies to which TickX belongs (Confidential Information), except as permitted by clause 2.

5.2  The Company may disclose the Confidential Information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Company’s rights or carrying out its obligations under or in connection with this agreement. The Company shall ensure that its employees, officers, representatives or advisers to whom it discloses TickX’s Confidential Information comply with this clause 5; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

5.3  The Company shall not use the Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

5.4  The Company shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

5.5  This clause 5 shall survive termination of this agreement, however arising.

 

6. Limitation of liability

6.1  This clause 6 sets out the entire financial liability of TickX (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Company:

(a) arising under or in connection with this agreement; and

(b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

6.2  Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

6.3  Nothing in this agreement excludes the liability of TickX for death or personal injury caused by TickX’s negligence, or for fraud or fraudulent misrepresentation.

6.4  Subject to clause 3:

(a) TickX shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and

(b) TickX’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the greater of £500.00 or the amount paid under this agreement by the Company to TickX during the 12 months preceding the date on which the claim arose.

 

  1. Duration and termination

7.1  This agreement shall commence on the date of this agreement and shall continue, unless terminated earlier in accordance with this clause 7, until either party gives to the other party not less than 30 days’ written notice to terminate, expiring on or after the first anniversary of the date of this agreement.

7.2  Without affecting any other right or remedy available to it, either party to this agreement may terminate it with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this agreement has been placed in jeopardy.

7.3  Without affecting any other right or remedy available to it, TickX may terminate this agreement or suspend performance of any or all of its obligations under this agreement with immediate effect by giving written notice to the Company if:

(a) the Company fails to pay any amount due under this agreement on the due date for payment and remains in default for 14 days after being notified by TickX of such default;

(b) the Company fails to provide TickX with the TickX Requirements or any other information or assistance which TickX requests in order to allow TickX to list and compare on the TickX Platform the prices of Tickets which are marketed or sold on the Company Website; or

(c) there is a change of Control of the Company.

 

  1. Consequences of termination

On expiry or termination of this agreement for any reason:

(a) all licences and benefits granted under this agreement shall immediately terminate;

(b) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party (including, in the case of the Company, the Confidential Information);

(c) within 14 days of expiry or termination, the Company shall provide to TickX a report in the format, and setting out the information, referred to in clause 8, such report shall be subject to the same terms and conditions as apply to reports raised pursuant to clause 2.8;

(d) the Company shall within 14 days of expiry or termination pay to TickX all of the TickX’s outstanding unpaid invoices and interest and, in respect of Tickets sold by the Company but for which no invoice has been submitted, TickX may submit an invoice, which shall be payable within 24 hours of receipt;

(e) any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect; and

(f) termination or expiry of this agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination or expiry.

 

  1. Data Protection

9.1  For the purposes of this clause 9, the terms “controller”, “data subject”, “personal data” and “processing” bear the respective meanings given to them in the Data Protection Act 2018.

9.2  The Parties acknowledge and agree that in relation to personal data processed for the Joint Purposes (Joint Personal Data), they are joint data controllers.

9.3  The Parties acknowledge that they each may make further use of personal data collected from Company Users for their own independent business purposes, including to:

(a) analyse service performance;

(b) inform, develop and improve their own service offerings; and

(c) send further communications (including marketing communications) to the Company Users in accordance with the privacy notices and consents provided and collected at the time of collection of such personal data,

(Independent Data).

9.4  In relation to the Independent Data, the Parties acknowledge that they are independent controllers, and each of the Parties shall ensure that the privacy notices and consents provided and collected in relation to the Independent Data they use allow them to use the Independent Data for the purposes and in the manner in which they use it.

9.5  Each Party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with:

(a) the indemnifying party using the Independent Data other than in accordance with the privacy notices or consents it obtained at the point of collection; or

(b) any breach of the UK Data Protection Legislation by the indemnifying party, its employees or agents.

 

Joint Personal Data provisions

9.6  The Originating Party shall:

(a) ensure that it has a lawful basis for disclosing the Originating Data to the Receiving Party and shall provide a copy of its documented lawful basis upon request by the Receiving Party;

(b) provide all data subjects, at the time their personal data is collected, with all necessary privacy information in a form which complies with the Data Protection Legislation in order for the Receiving Party to be able to lawfully use such personal data for the Joint Purposes;

(c) ensure that the Originating Data is accurate and up to date, and shall notify the Receiving Party as soon as possible (and in any event within 48 hours) upon becoming aware of any inaccuracies;

(d) ensure that all data subjects are informed that their personal data will be shared with the Receiving Party for the Joint Purposes; and

(e) in relation to the Originating Data, comply with the requirements imposed on controllers by the Data Protection Legislation.

9.7  The Receiving Party:

(a) shall only process the Originating Data for the Joint Purposes (subject to clauses 3 and 9.4);

(b) may process the Originating Data outside the EEA provided that it has put in place appropriate safeguards and there are available to relevant data subjects enforceable rights and effective legal remedies in respect of any relevant country which is not deemed to have ensured an adequate level of protection;

(c) shall process the Originating Data in a manner that ensures it is kept appropriately secure, including by protecting it against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures; and

(d) shall, in relation to the Originating Data, comply with the requirements imposed on controllers by the Data Protection Legislation.

9.8  Each Party shall nominate a single point of contact within its organisation (Nominated Contact) and shall notify the other Party of its Nominated Contact within 14 days of the Commencement Date.

9.9  The Company shall notify TickX’s Nominated Contact in writing as soon as possible (and in any event within two (2) Business Days) upon receipt of any request or complaint by a data subject in relation to the Joint Personal Data (Data Subject Communication). The Company shall allow TickX to control the handling of, and response to, any Data Subject Communication and the Company shall, at its own cost, provide TickX with reasonable co-operation and assistance required by TickX in connection with such Data Subject Communication. The Parties shall each implement any measures necessary to address the Data Subject Communication. The Company shall not respond to the data subject in relation to any Data Subject Communication unless (i) agreed by the Parties in writing; or (ii) TickX fails to contact the data subject within two (2) Business Days of being notified of the Data Subject Communication by the Company.

9.10  Each Party shall notify the other Party’s Nominated Contact in writing as soon as possible (and in any event within one (1) full Business Day) upon becoming aware of any breach or reasonably suspected breach of this clause 9 or any breach of the Data Protection Legislation (DP Breach). The notifying Party shall immediately implement any measures necessary to remedy the DP Breach and to mitigate the risk of any similar breach occurring in the future.

9.11  If:

(a) the ICO notifies either Party of any actual or potential investigation or enforcement action relating to Joint Personal Data; or

(b) a third party makes or notifies either Party of an intention to make a claim against either Party relating to Joint Personal Data (each a DP Action),

such Party shall notify the other Party’s Nominated Contact in writing as soon as possible (and in any case within one (1) Business Day) upon becoming aware of such DP Action, with sufficient information to enable the other party to assess the Parties’ potential liability.

9.12  The Parties shall meet as soon as possible to discuss in good faith how they should manage any DP Action. If the Parties cannot agree how a DP Action should be managed, each Party may independently take such action as it believes is reasonably necessary, provided that both Parties shall at all times cooperate with each other and keep each other fully informed in connection with the DP Action.

  1. General

10.1  Force Majeure. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three months, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.

10.2  Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.3 Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

10.4 Entire Agreement.

(a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

10.5  Assignment and other dealings.

(a) The Company shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of TickX.

(b) TickX may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

10.6  No partnership or agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

10.7  Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.8  Third party rights. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

10.9  Notices.

(a) Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by sent by email to the address specified in writing by the parties in writing from time to time and currently:

(A) TickX: Steve@tickx.co.uk; and

(B) The Company’s nominated email address as has been provided in the registration form

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or

(iii) if sent by email, at 9.00 am on the next Business Day after transmission.

10.10  Governing law. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England.

10.11  Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

 

 

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