Helm Tickets – Event Organiser Terms and Conditions

 

Introduction

This page (together with the documents expressly referred to on it) tells you information about us and the legal terms and conditions (“Terms“) on which we will provide the Services (as that term is defined below) to you the Site.

These Terms will apply in respect of the Account and each and every time we provide Services to you. Please read these Terms carefully and make sure that you understand them, before registering for an Account. These Terms contain important information about your legal rights, remedies and obligations. Please note that by registering for an Account, you agree to be bound by these Terms and the documents expressly referred to in them.

IMPORTANT NOTICE TO ALL ORGANISERS:

• By ticking the acceptance “tick box” and registering for an Account, you agree to the terms and conditions set out in these Terms, which will bind you. If you are creating an account on behalf of a corporate entity (e.g. a company or a partnership), you confirm that you are authorised to bind that corporate entity to these Terms.
• By registering for an Account, you acknowledge and accept that this is a “business-to-business” agreement for the use of an Account (i.e. by individuals and corporate entities) for business/professional purposes. You acknowledge and accept that this is not a business-to-consumer agreement.

 

• THE ORGANISER’S SPECIFIC ATTENTION IS DRAWN TO:

  • clause 5, in which restrictions are placed on you in respect of material you upload to our Site and sets out your key responsibilities in respect of Events; and
  • clause 10, in which we exclude our liability to you for certain losses and cap our liability at a certain sum.

IT IS AGREED:

1.     Definitions and interpretation

The following definitions and rules of interpretation apply in these Terms and the Introduction.

1.1.  In these Terms, unless the context requires otherwise:

1.2.  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.3.  References to clauses and the Schedule are to the clauses and Schedule of this agreement. References to paragraphs are to paragraphs of the Schedule.

1.4.  The Schedule forms part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedule.

1.5.  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.6.  A reference to writing or written includes e-mail but not fax.

1.7.  Words in the singular include the plural and vice versa.

1.8.  An obligation on a party not to do something includes an obligation not to procure, instruct, enable or assist that thing to be done.

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.

2.     The Account

2.1.  If Helm accepts the Organiser’s application for an Account (which it may accept at its sole and absolute discretion), the Account shall operate from the date Helm accepts the Organiser’s application for an Account, unless and until terminated in accordance with the other provisions of these Terms (“Term”).

2.2.  The Organiser shall provide Helm with such documents and information as Helm may (at its sole discretion) require from time to time in order to verify the identity of the Organiser. Helm reserves the right to refuse to provide the Account, or to suspend or terminate the Account and/or any Event, until Helm has (to its satisfaction) verified the identity of the Organiser.

3.2.1.  making the Account available to the Organiser via the Site;

3.2.2.  entering into and concluding contracts with prospective Customers for Tickets on behalf of and in the name of the Organiser;

3.2.3.  collecting payment for Tickets from Customers and accounting to the Organiser for the sums received (less the applicable Booking Fee);

3.2.4.  administering the delivery of Tickets to Customers;

3.2.5.  administering and issuing refunds in accordance with clause 7;

3.2.6.  receiving Customer enquiries, directing them to the Organiser and responding to Customer enquiries in accordance with the Organiser’s instructions.

(together, the “Services“).

3.3.  Helm has authority (as agent for the Organiser) to :

3.3.1. obtain orders from; and

3.3.2. enter into and conclude contracts with;

any prospective Customer for sales of Tickets, provided always that Helm only enters into contracts with Customers under the Customer Terms and any additional terms, conditions and/or rules that the Organiser may specify pursuant to clause 5.1.1.5.

3.4.  These Terms apply to the Services, to the exclusion of any other terms or conditions that the Organiser seeks to impose or incorporate (whether orally, via conduct, under any purchase order, confirmation of order, specification or other document), or which are implied by trade or custom, practice or course of dealing. Accordingly, no terms or conditions endorsed on, delivered with or contained in any materials submitted to Helm in connection with an Event (e.g. a purchase order, specification or other document) shall form part of any contract between Helm and the Organiser for the supply by Helm to the Organiser of any Services.

3.5  All warranties, representations and implied terms and conditions, in each case whether oral, written or statutory (including terms and conditions for fitness for purpose or satisfactory quality) are, to the fullest extent permitted by law, excluded and do not apply.

YOUR ATTENTION IS DRAWN PARTICULARLY TO THE FOLLOWING CLAUSES

5.2. The Organiser warrants that each Event and all Organiser Materials shall not contain or comprise any material:

5.2.1. that is threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence or in breach of privacy;

5.2.2. for which you have not obtained all necessary licenses, consents and/or approvals necessary for Helm to use them in connection with the Services; or

5.2.3. which is otherwise unlawful.

5.3. The Organiser recognises and accepts that, save for the Services, the Event and the organisation, administration and conduct of the Event is the Organiser’s sole responsibility. The Organiser recognises and accepts that it is responsible for:

5.3.1. complying with the terms and conditions of the Customer Terms and any other terms, conditions and/or rules that the Organiser may specify pursuant to clause 5.1.1.5;

5.3.2. ensuring that the Event and its organisation, administration and conduct complies with all applicable laws, statutes, regulations and codes of conduct;

5.3.3. procuring all consents, permissions and licences necessary to conduct, promote and sell Tickets for each Event;

5.3.4. obtaining insurance from a reputable insurer in respect of all such risks as a reasonable business person would insure against in respect of and in connection with each Event;

5.3.5. providing Helm with a privacy notice (in advance of an Event being listed on our Site) for us to provide to each Customer in respect of the Organiser’s lawful, collection, holding, processing and transfer of each Customer’s personal data in connection with the Event in question. The Organiser shall procure that the said privacy notice will comply with the requirements of Data Protection Legislation.

5.4. The Organiser hereby indemnifies and shall defend Helm in respect of all claims, damages, losses, penalties, fines, liabilities, costs and/or expenses (in each case whether direct, indirect, consequential or special) suffered or incurred by Helm arising out of or in connection with any breach of the warranties in clause 5.2 or clauses 5.1 and/or 5.3.

9.    Termination

9.1. Without prejudice to any other right or remedy it may have, the Organiser may terminate the Account at any time by sending Helm an email (to support@helmtickets.com) requesting that Helm delete the Account.

9.2. Without prejudice to any other right or remedy it may have, Helm may:

9.2.1. terminate the Account immediately by giving written notice to the Organiser, if in the reasonable opinion of Helm, the Organiser and/or an Event appears to be in breach of clauses 5.1, 5.2 and/or 5.3;

9.2.2. terminate the Account by giving the Organiser not less than four weeks’ notice, provided that at the time the said notice is given, the Organiser is not advertising or promoting any Event on the Site.

9.3. Either party my terminate the Account immediately by giving notice in writing to the other party if:

9.3.1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 21 days after being notified in writing to make such payment;

9.3.2. 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 14 days after being notified in writing to do so;

9.3.3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

9.3.4. the other party suffers an Insolvency Event; or

9.3.5. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

9.4. Following the termination or expiry of the Account for any reason:

9.4.1. Helm shall immediately cease the provision of the Services, save that:

9.4.1.1. Helm may use any Revenue held by it at the date of termination to issue refunds due to Customers;

9.4.1.2. to the extent there is any shortfall between the amount of Revenue held by Helm and the sum required to issue refunds to Customers, clause 7 shall apply;

9.4.1.3. to the extent Helm holds any residual Revenue following the issue of all refunds due to Customers, Helm shall pay that Revenue to the Organiser with 14 days.

9.4.2. Helm will promptly anonymise or delete from its systems (at its discretion) all personal data relating to Customers that are in its possession or control on the date of expiry or termination of the Account, save for personal data that Helm is required to retain in order to comply with mandatory applicable law.

9.5. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

11.    Force Majeure

11.1. A party shall not be in breach of these Terms nor liable for any failure or delay in performance of any obligations under these Terms (and the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event”), including but not limited to any of the following:

11.1.1. acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;

11.1.2. war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

11.1.3. terrorist attack, civil war, civil commotion or riots;

11.1.4. nuclear, chemical or biological contamination or sonic boom;

11.1.5. fire, explosion or accidental damage;

11.1.6. adverse weather conditions;

11.1.7. collapse of building structures, failure of computers or vehicles;

11.1.8. any labour dispute, including but not limited to strikes, industrial action or lockouts;

11.1.9. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this sub-clause); and

11.1.10. interruption or failure of utility service, including but not limited to electric power, telecommunications, gas or water.

11.2. If the Force Majeure Event prevails for a continuous period of more than 3 months, either party may terminate the Account by giving 30 days’ written notice to all the other party. On the expiry of this notice period, the Account will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of these Terms occurring prior to such termination.

12.    Notices

12.1. Any notice given to a party under or in connection with this EULA shall be in writing and shall be delivered by hand or by pre-paid first class post or other next working day delivery service, addressed to its registered office or its principal place of business or:

12.1.1. by email to Helm at support@helmtickets.com;

12.1.2. by email to the Organiser at the email address provided at the time when the Account was created or such alternative email address is provided since the Account was created.

12.2. Any notice shall be deemed to have been received:

12.2.1. if delivered by hand, on signature of a delivery receipt;

12.2.2. if sent by email, the date the email is sent, provided that the sending party can produce evidence that the email was correctly addressed and that it left its systems; or

12.2.3. 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.

12.3. This clause does not apply to the service of any proceedings or any other documents in any legal action.

13.    General

13.1. Entire Agreement. These Terms constitute the entire agreement between us relating to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

13.2. Non-Reliance. 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 these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this document shall exclude or limit any liability for fraud.

13.3. Variation. No amendment or variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.4. Assignment and other dealings. The Organiser may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under these Terms without our prior written consent (which Helm may withhold at its absolute discretion).

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

13.6. Severance. If any provision or part-provision of these Terms 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 these Terms.

13.7. Third party rights. No person, other than a party to these Terms, shall have any rights under or in connection with these Terms.

13.8. Governing law. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

13.9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).