Terms and Conditions for the sale of tickets through Helm Tickets:
- 1. The Organiser appoints Helm Tickets as its agent to promote and sell Tickets on the terms of this Agreement and Helm Tickets accepts such appointment on the Commercial Terms below and the terms and conditions set out in the Schedule.
- 2. The parties agree that these terms shall, unless otherwise agreed in writing, apply as between the parties to the sale of any Tickets by Helm Tickets on behalf of the Organiser during the Term, to the exclusion of any other terms and conditions (including those of the Organiser). In the event of any inconsistency between the Schedule to this Agreement and the Commercial Terms, the Commercial Terms shall prevail.
- 3. This Agreement shall come into effect on the Commencement Date and, subject to earlier termination pursuant to clause 10 of the Schedule, shall continue either until the Expiry Date, or if no Expiry date is specified shall continue indefinitely until terminated.
Commencement Date: 01/01/2017
Expiry Date: Rolling
All tickets created from 00:00:00 on the 15th March 2017 onwards are subject to the following fees:
|Face Value||Booking Fee (%)||Booking Fee (£)|
|£0.01 – £1.00||50%||£0.01 – £0.50|
|£1.01 – £2.00||30%||£0.30 – £0.60|
|£2.01 – £3.00||20%||£0.40 – £0.60|
|£3.01 – £4.00||18%||£0.54 – £0.72|
|£4.01 – £5.00||16%||£0.64 – £0.80|
|£5.01 – £6.00||15%||£0.75 – £0.90|
|£6.01 – £7.00||13%||£0.78 – £0.91|
|£7.01 – £8.00||12%||£0.84 – £0.96|
|£8.01 – £9.00||11%||£0.88 – £0.99|
|£9.01 – £15.00||10%||£0.90 – £1.50|
|£15.01 – £25.00||9%||£1.35 – £2.25|
|£25.01 – £40.00||8%||£2.00 – £3.20|
|£40.01 – £60.00||7%||£2.80 – £4.20|
|£60.01 – £90.00||6%||£3.60 – £5.40|
|£90.01 – £375.00||5%||£4.50 – £18.75|
|£375.01 – £600.00||4%||£15.00 – £24.00|
|£600.01 – £700.00||3.70%||£22.20 – £25.90|
|£700.01 – £1000.00||3.40%||£23.80 – £34.00|
|£1000.01 – £1500.00||2.90%||£29.00 – £43.50|
|£1500.01 – £2500.00||2.70%||£40.50 – £67.50|
1. DEFINITIONS AND INTERPRETATION
In this Agreement, the following terms have the following meanings:
- “Agreement” means this Agreement, including the Commercial Terms and this Schedule, as amended in accordance with its terms from time to time;
- “Applicable Laws” means all regional, national and international laws, regulations and standards applying to the person or circumstance in question, including standards imposed by or notices issued by any governmental or regulatory authorities and all generally applicable industry standards, including those attributable to self-regulation, as amended from time to time;
- “Booking Fee” means the amount set out in the Commercial Terms which Helm Tickets is entitled to charge in respect sale of the Ticket to the Customer [which shall be inclusive of any applicable VAT and card processing fees];
- “Booking Information” means Helm Tickets’ telephone bookings number and website address as advised to the Organiser from time to time;
- “Chargeback” means a card transaction which is returned to Helm Tickets by the company which processes debit and credit card transactions on Helm Tickets’s behalf;
- “Commencement Date” means the date specified in the Commercial Terms save that if no date is specified in the Commercial Terms it shall mean the latest date on which either party signed this Agreement;
- “Customer” means any person to whom a Ticket is sold by Helm Tickets on behalf of the Organiser pursuant to this Agreement;
- “Data Controller” has the meaning given to it in the Data Protection Act 1998;
- “Expiry Date” means the date (if any) specified in the Commercial Terms;
- “Event” means any performance, production or other event promoted or produced by the Organiser for which the parties agree that Helm Tickets shall make Tickets available for sale to the public during the Term;
- “Intellectual Property Rights” means all patents, trademarks, service marks, domain names, logos, devices, design rights, copyright, database rights, know-how, trade secrets and other confidential information, trade or business names and other similar rights whether registerable or not subsisting in any part of the world;
- “Personal Data” has the meaning given to it in the Data Protection Act 1998;
- “RPI” means the Retail Price Index in the United Kingdom published by the Office of National Statistics, or any official index replacing it;
- “Helm Tickets’s Booking Terms” means the terms and conditions which Helm Tickets issues to Customers in connection with the sale of tickets;
- “Supplementary Charges” means any charges or levies set out in the Commercial Terms, or which are otherwise agreed by the parties in writing from time to time, in respect of an Event that Helm Tickets has agreed to collect on behalf of the Organiser;
- “Term” means the term of this Agreement;
- “Ticket” means a ticket or voucher or any similar instrument or right evidencing entitlement of admission to an Event or the right to any service or merchandise;
- “Ticket Price” means the price informed in writing by the Organiser to Helm Tickets for the relevant Event from time to time (plus any applicable VAT) but, for the avoidance of doubt, excluding any Booking Fee, Ticket Printing Fee or any applicable Supplementary Charge;
- “Ticket Printing Fee” means the fee specified in the Commercial Terms (plus any applicable VAT) per Ticket;
- “Ticket Receipts” means the monies received by Helm Tickets from Customers for Tickets sold in respect of the relevant Event(s), less any Chargebacks (and excluding any monies subsequently refunded to Customers); and
- “VAT” means value added tax chargeable pursuant to Council Directive 2006/112/EC and any similar replacement or additional tax.
- In this Agreement, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2. FEES AND CHARGES
In respect of the sale of Tickets to a Customer Helm Tickets may charge, in addition to the Ticket Price, the following:
- the Booking Fee
which amounts shall belong to absolutely to Helm Tickets without prejudice to any separate written agreement between the parties under which amounts that are the property of Helm Tickets (including without limitation the amounts referred to above) may be paid to the Promoter by way of rebates or otherwise. By way of simplicity Helm Tickets only charges a single fee which includes all relevant transaction and service fees associated with processing a transaction
If requested by the Organiser, Helm Tickets will on behalf of the Organiser charge the Customer the Supplementary Charges applicable to the relevant Event. All such Supplementary Charges shall be duly remitted by Helm Tickets after the completion of an Event or series of related Events in accordance with the Organiser’s reasonable instructions and Applicable Laws to the Organiser or, on behalf of the Organiser, to the person to whom such sums are due.
Helm Tickets shall be entitled to increase the Booking Fees and/or Ticket Printing Fee at any time during the Term by advance written notice to the Organiser, provided that such proportional increases do not exceed the greater of:
- 1. the increase in RPI (since the previous price increase, or otherwise the Commencement Date); and
- 2. the increase in Helm Tickets’s costs of printing, posting and/or delivering Tickets (since the previous price increase, or otherwise the Commencement Date) as reasonably determined by Helm Tickets.
Unless otherwise set out in the Commercial Terms or agreed by the parties, upon completion of an Event or series of related Events:
- 1. Helm Tickets shall pay Ticket Receipts to the Organiser, to the bank account nominated by the Organiser (such notification to be provided by inputting correct billing information against the online account) between the 8th and 10th of each month. The Organiser shall be responsible for any receiving bank charges or other costs associated with international transfers. The organiser shall be responsible for any delays incurred by incorrect information submitted to Helm Tickets. Any payments due shall then be rolled into the following months billing cycle and shall not be liable to be paid until such time. Billing details are required to be submitted onto the Helm Tickets platform by the last working date of each month to receive payouts in the regular payout cycle;
- 2. for the avoidance of doubt, Helm Tickets shall retain and not be required to pay the Booking Fees to the Organiser.
Notwithstanding any agreed variation to clause 3.1 Helm Tickets may (at its sole discretion) revert to the original terms of clause 3.1 immediately upon written notice to the Organiser should Helm Tickets (acting reasonably) at any time have any concerns about the creditworthiness of the Organiser.
Helm Tickets shall issue a payment statement or provide a receipt (as reasonably requested by the Organiser) to confirm the payment pursuant to clause 3.1 above.
Helm Tickets may deduct and set off any monies owed by it to Helm Tickets or other Helm Tickets companies against the Ticket Receipts to be remitted to the Organiser.
4. TICKET SALES
Helm Tickets is a self-service platform that enables the Organiser to sell Tickets on behalf of the Organiser for the relevant Event through Helm Tickets. Helm Tickets shall charge the Customer the Ticket Price in respect of such Tickets on behalf of the Organiser.
The Organiser is entirely responsible for all Events and for the availability to Customers of all relevant information, terms, conditions or rules. Helm Tickets will sell tickets on Helm Tickets’s Booking Terms which require Customers to observe Event terms, conditions or rules. To the extent there is any conflict between Helm Tickets’s Booking Terms and any event terms, conditions or rules, the Organiser agrees that Helm Tickets’s Booking Terms will apply to the Customer’s booking.
The Organiser shall notify Helm Tickets in advance of the sale of any Tickets any significant, onerous or unusual terms or restrictions relating to the Event or the sale of the Tickets, including (but not limited to) any age or eligibility restrictions that it requires Helm Tickets to advise the Customer purchasing the ticket and Helm Tickets shall use reasonable efforts to highlight such terms to the Customer at or before the time of purchase.
The Organiser shall be responsible for all Chargebacks resulting from Ticket sales for Events and shall indemnify Helm Tickets and/or any Helm Tickets company against the amount of any Chargeback and all charges, costs and other losses connected to such Chargeback. Helm Tickets shall ensure that it takes reasonable measures to minimise the risk of Chargebacks resulting from fraudulent use of credit and debit cards.
Helm Tickets does not undertake to procure or to guarantee any minimum or maximum level of Ticket sales. The level of Ticket sales shall be entirely at the Organiser’s risk.
Throughout the Term Helm Tickets shall:
- 1. subject to (b) and (c) below use reasonable endeavours to make Tickets available for sale in respect of each Event as soon as possible following written notification by the Organiser of all the relevant details of the Event;
- 2. ensure that relevant support contact information (if applicable) as set out in the Booking Information is available 24 hours per day while Tickets are available for sale, providing customer service enquiries and support, provided that Helm Tickets shall not be required to provide such service on 25 December of any year;
- 3. subject to reasonably scheduled downtime for maintenance or system upgrades, ensure that the website as set out in the Booking Information is available at all times while Tickets are available for sale, in order to enable Customers to book Tickets, obtain Event information and submit enquiries in relation to Events online.
The Organiser may require Helm Tickets to print Tickets for an Event for sale by the Organiser or by a third party nominated by the Organiser on such additional terms and conditions as the parties may agree acting reasonably and subject to the payment of the Ticket Printing Fee by the Organiser to Helm Tickets.
Helm Tickets shall use its experience and knowledge to take reasonable steps to limit the possible exposure to both parties of credit card fraud and other fraudulent transactions. In the event of such transaction prior to the date of an Event, Helm Tickets may seek the agreement of the Organiser (not to be unreasonably withheld or delayed) to the cancellation of Tickets for resale to alternative Customers.
Any returned Tickets may be resold as Tickets in accordance with this Agreement.
Transfer of any ticket revenues is subject to a minimum withdrawal amount of £10.00. Amounts below this will be held until the next billing cycle and combined with any future sales. Any organiser wishing to transfer less than £10.00 may be subject to additional fees incurred.
5. ORGANISER OBLIGATIONS
Throughout the Term the Organiser shall:
- 1. ensure that all Events shall be organised and fulfilled by the Organiser in accordance with Applicable Laws at all times;
- 2. fully comply with all its obligations to Customers in relation to Events arising from the sale of Tickets by Helm Tickets on the Organiser’s behalf;
- 3. fully comply with any reasonable requests for information from Helm Tickets regarding the status of Events and/or the Organiser creditworthiness.
- 5. inform Helm Tickets as soon as possible if any Event for which Tickets are or have been made available by Helm Tickets will or may be cancelled, postponed or otherwise fulfilled in a manner different to previously promoted or marketed;
- 6. provide Helm Tickets with accurate and up-to-date information in respect of Events, including, without limitation detailed seating plans and information relating to capacity and (where relevant) seating configuration and pricing;
- 7. ensure that all advertising or promotional material for an Event shall include the Booking Information, and ensure that, unless otherwise agreed, the position of the Booking Information on such material is no less prominent than any other bookings telephone number or website address on the material;
- 8. promptly and efficiently deal with any complaint, dispute or after-sales enquiry relating to the Tickets raised by a Customer directly with the Organiser;
- 9. give Helm Tickets reasonable notice if at any time it expects that the volumes of sales of Tickets will be significantly higher or lower than the volume that Helm Tickets would expect under normal circumstances.
The Organiser warrants that all Tickets sold pursuant to this Agreement may be lawfully sold by Helm Tickets. The Organiser shall be responsible for obtaining any licences, registrations, permits or approvals necessary or advisable for the promotion and sale of the Tickets by Helm Tickets.
Helm Tickets will not be held responsible, nor liable for any loss resulting from any changes an organiser may request from time to time for Helm Tickets to alter on the behalf of the organiser. This includes but is not limited to changes and updates to ticket descriptions, ticket pricing, quantity of tickets available, additional fields and charges, workshops and additional charges and organiser terms and conditions. It is the sole responsibility of the organiser to ensure information displayed and amounts charged are correct. Helm Tickets retain the right to refuse issuing of refunds of any booking fees charged on tickets sold.”
Helm Tickets will not be held responsible, nor liable for any loss resulting from errors in data. This may include, but is not limited to, any personal identifying information such as name, address, telephone number and so on, orders, tickets purchased or additional options as and when required. From any error including, but is not limited to, server or technology downtime, software errors, errors in judgement, oversight or neglect made by or on the behalf of the Organiser. It is the sole responsibility of the Organisers to check and cross-reference data and any information surrounding any and all Tickets purchased or otherwise obtained. Helm Tickets reserve the right to withhold any fees charged due to any inaccuracies reported by or on behalf of the Organiser and reserves the right to claim compensation for any losses as and when required.
6. TICKET REFUNDS AND REPLACEMENTS
The Organiser agrees that if:
- 1. an Event is cancelled; or
- 2. an Event is postponed or is subject to a significant variation such as to entitle a Customer to a refund; or
- 3. Helm Tickets cancels an order for Tickets because Helm Tickets considers that the transaction may be fraudulent, or
- 5. the parties agree that the Customer is entitled to a refund for any other reason,
- 6. and the Customer requests such refund, then the Organiser shall promptly (and in any event within 48 hours of request by Helm Tickets) reimburse Helm Tickets with the necessary monies, or to the extent Helm Tickets already holds sufficient monies as Ticket Receipts Helm Tickets may retain the necessary monies, for the purpose of that refund and provided it has received or holds such monies shall refund the relevant Ticket Price to the Customer.
7. LIABILITY AND INSURANCE
The Organiser shall indemnify and keep indemnified Helm Tickets and any Helm Tickets company against any and all loss, costs, damages and liabilities which Helm Tickets and/or any Helm Tickets company may incur as a result of a claim by a Customer or other third party in respect of, or arising in relation, to breach by the Organiser of this Agreement, any terms, conditions or rules relating to the Event, Helm Tickets’s Booking Terms or otherwise in relation to any Event and/or Helm Tickets’s role as agent of the Organiser (including, without limitation, any fines relating to an infringement, or alleged infringement of any legislation relating to fly-posting or the advertising or marketing of events), except to the extent that such loss, costs, damages or liabilities result from Helm Tickets breaching its obligations under this Agreement.
The Organiser shall at all times maintain insurance in respect of all risks it is prudent for the Organiser to insure against, including, without limitation: artist/event cancellation insurance;
Helm Tickets shall not be liable to the Organiser for any breach by Helm Tickets of its obligations under this Agreement where such breach is caused by events beyond Helm Tickets’s reasonable control, including (without limitation) industrial action, failure of a utility service or transport network or act of God.
To the extent permitted by law, Helm Tickets’s total liability to the Organiser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to £2,000,000.
8. INTELLECTUAL PROPERTY
The Organiser grants to Helm Tickets a non-exclusive, royalty-free licence for the Term to use Intellectual Property Rights in respect of an Event or the Organiser as may be reasonably required from time to time to enable Helm Tickets to fulfil its obligations under this Agreement.
Helm Tickets grants to the Organiser a non-exclusive, royalty-free licence for the Term to use Helm Tickets’s logo and/or branding in conjunction with the Booking Information in accordance with Helm Tickets’s instructions and prior written approval to enable the Organiser to advertise and/or promote Helm Tickets’s services as agent for the Promoter.
Both parties warrant that they have the right to grant the Intellectual Property Rights referred in clauses 8.1 and 8.2 above for the purposes contemplated in this Agreement and further warrant that no Intellectual Property Rights (including any such rights belonging to a third party) are violated or infringed through the sale of the Tickets and/or the use of such rights by the other party, and that all necessary licences and consents required from any third party have been obtained.
Helm Tickets shall indemnify the Organiser, and the Organiser shall indemnify Helm Tickets and its group companies, in respect of any claim that the use of the rights granted under this clause 8 by the other party infringes the Intellectual Property rights of a third party.
Except where necessary to comply with its obligations under this Agreement, neither party shall use for its own purposes, nor acquire, nor seek to acquire by this Agreement or any activity under it, nor represent in any way that it is entitled to any Intellectual Property Rights belonging to the other party, which, together with all goodwill attaching thereto is and shall remain the sole property of that party.
9. DATA PROTECTION
Helm Tickets shall comply with its obligations under the Data Protection Act 1998.
Helm Tickets will share Customers’ Personal Data with the Organiser for marketing purposes where Customers consent to such disclosure. In such circumstances, the Organiser shall comply with its obligations under the Data Protection Act 1998 in respect of such Personal Data, including in particular its obligations as a Data Controller. The Organiser shall be responsible for acquiring all necessary consents in the event that it uses any Personal Data for purposes other than marketing.
Either party shall be entitled to terminate this Agreement on the provision of three months’ notice in writing to the other party.
Either party may terminate this Agreement immediately on the provision of notice in writing to the other party if that other party:
- 1. commits a material breach of this Agreement and, in the case of a breach which is capable of remedy, it is not remedied within ten working days of receipt of written notice specifying the breach and requiring its remedy; or
- 2. repeatedly breaches any terms of this Agreement in such a manner as to reasonably justify the opinion of the other party that their conduct is inconsistent with their having the intention or ability to give effect to the terms of this Agreement; or
- 3. is unable to pay its debts (including but not limited to when the other party is subject to an executor attachment of a substantial part of its assets), or if its economic situation has deteriorated materially; or
- 4. a distress, execution, composition or arrangement with creditors, insolvency proceedings, winding up, dissolution, administration, receivership (administrative or otherwise), bankruptcy, the suspension of payments, any form of seizure not lifted within two months, a moratorium of indebtedness, or any similar proceedings in any jurisdiction is commenced, or an application, order, resolution, appointment, step, proceeding or notice is given with respect to the foregoing, in relation to that party.
Any termination of this Agreement (however caused) shall not affect any rights or liabilities of either party which have accrued prior to the date of termination, nor shall it affect the coming into force or the continuation in force of any provision of this Agreement intended to survive such termination.
On termination of this Agreement:
- 1. the licences granted pursuant to clauses 8.1 and 8.2 shall immediately terminate and both parties shall immediately cease to use all Intellectual Property Rights provided by the other party; and
- 2. Helm Tickets shall cease to promote, market, advertise or sell all Tickets.
If the Agreement is terminated the Organiser shall use its reasonable endeavours to promptly remove, or procure the removal of, the Booking Information from all relevant advertising or promotional materials.
The parties will keep the provisions of this Agreement confidential and will not disclose them to any third party (other than to its group companies provided such are keep such information confidential) unless required to do so by Applicable Law.
The Organiser may not assign, licence, sub-contract, transfer or charge this Agreement without the prior written consent of Helm Tickets, such consent not to be unreasonably withheld or delayed. Helm Tickets may assign and transfer the entire benefit and burden of this Agreement to any of its group companies to whom it transfers substantially the whole of its business.
Except in respect of indemnities expressly stated to be given in favour of Helm Tickets companies from time to time, which shall accrue directly for their benefit, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person (including any Helm Tickets company) that is not party to this Agreement.
Any notice to be given under this Agreement shall be in writing and shall be deemed duly served if delivered personally or, if by first class post, 48 hours after posting or, if sent by facsimile or email, when despatched. All formal notices in respect of court proceedings shall be delivered by first class post or facsimile. Notices should be addressed to the address given at the front of this Agreement (or such other address or facsimile number as is notified by one party to the other from time to time).
Variation to, or notice or consent under this Agreement shall not be effective unless it is in writing and signed by an authorised signatory of each party.
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 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.
This Agreement sets out the entire agreement between the parties relating to its subject matter and supersedes any previous agreement relating to such subject matter which shall cease to have any further force or effect.
Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any representation or warranty (whether made negligently or innocently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. Nothing in this clause11.8 shall limit or exclude any liability for fraud.
This Agreement is not intended to create any partnership or joint venture relationship between the parties.
If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
This Agreement and any dispute or claim arising out of or in accordance with it or its subject matter or formation, including (without limitation) all non-contractual obligations, shall be governed by and construed in accordance with English law.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.