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:

Account the account facility made available via the Site, via which the Organiser may advertise and promote Events and offer for sale Tickets the Site and in connection with which Helm will provide the Services;
Business Day means a day other than a Saturday, Sunday or public holiday in England when the banks in London are open for business;
Booking Fees means the commission charged by Helm on the price of each Ticket (inclusive of VAT), as set out in Schedule 1, payable in accordance with clause 6;
Customer means the person, firm or entity who has purchased a Ticket via the Site;
Event any performance, production, seminar or other planned public or social occasion promoted or produced by the Organiser, which the Organiser advertises and promotes via the Account and, where relevant, the Event for which a Customer has purchased Tickets;
Data Protection Legislation all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK);
Insolvency Event

means, in respect of a party:

(i)      a party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(ii)     a party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

(iii)    a resolution is passed, or an order is made, for or in connection with the winding up of a party;

(iv)    an order is made, for the appointment of an administrator or if an administrator is appointed over a party;

(v)     the holder of a qualifying floating charge holder over the assets of a party has become entitled to appoint or has appointed an administrative receiver;

(vi)    a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or

(vii)   any event occurs, or proceeding is taken, with respect to a party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in i) to vi) (inclusive) above.

Helm, we, us or our means Helm Squared Limited (company number 7456920) a company incorporated in England and Wales whose registered address is Poseidon House, Plymouth, Devon, PL4 0SN.
Organiser or you means the person, firm or entity who applies to register an Account and/or who uses the Site for the purposes of advertising, promoting  and/or selling of Tickets for one or more Events;
Organiser Materials means all information, documents, materials, images (including sales, advertising and promotional materials) provided to Helm by the Organiser in connection with the Services and/or any Event;
Revenue Interval means the time period selected by the Organiser via the Site (e.g. weekly, monthly or following the Event);
Revenue means the total sum of payments received in respect of Ticket sales in a Revenue Interval, less the total applicable Booking Fees;
Services means the services listed in clause 3.2;
Site The website hosted at the domain name address www.helmtickets.com;
Customer Terms means the terms and conditions of sale of Tickets to Customers found at [INSERT AS LINK], as the same may be amended or updated from time to time by notice in writing to the Customer;
Term has the meaning in clause 2;
Ticket a ticket for admission to an Event, which is promoted and sold from the Site and (where applicable) which has been sold to a Customer via the Site.
VAT means United Kingdom value added tax or any other tax imposed in substitution for it.
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.    Appointment, Services and scope

3.1.  The Organiser appoints Helm, on a non-exclusive basis, as its agent for the purposes of providing the Services, and Helm accepts such appointment.

3.2.  During the Term, Helm shall provide the following Services to the Organiser (in each case in accordance with the other relevant provisions of these Terms):

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.

4.    Rights and duties of Helm

4.1.  Helm shall:

4.1.1. Subject to clause 11, use its reasonable endeavours to make the Account available to the Organiser 24 hours a day, seven days a week, provided that Helm may suspend, withdraw or restrict the availability of the Account (and/or all or any part of the Site) for operational reasons (for example, to carry out maintenance and/or system upgrades) and Helm shall provide the Organiser with reasonable notice of such suspension, withdrawal or restriction; and

4.1.2. provide the Services with reasonable care and skill;

4.2. Helm gives no warranty, guarantee, assurance or representation that the Services or the use of them will result in the sale of any Tickets.

4.3. Helm reserves the right to withdraw or temporarily suspend (at Helm’s discretion) an Event from the Site at any time if, in the reasonable opinion of Helm, the Organiser and/or the Event appears to be breach of clause 5.1, 5.2 and/or 5.3.

5.    Rights and duties of the Organiser

5.1. In respect of each Event, the Organiser shall:

5.1.1. supply Helm with such accurate and up-to-date information and instructions as Helm requires. In particular, in advance of an Event being listed on the Site, the Organiser shall provide Helm with (i.e. via the Site):

5.1.1.1. information as to the date, time and venue of the Event;

5.1.1.2. the price of Tickets (or each class of Tickets) for the Event, plus any applicable VAT;

5.1.1.3. the number of Tickets (and the number of each class of Tickets, if applicable) for sale via the Site in respect of the Event;

5.1.1.4. sales, advertising and promotional materials for the Event;

5.1.1.5. supply Helm with such additional terms, conditions and/or rules as the Organiser wishes to impose on each Customer in respect of the Event;

5.1.2. promptly notify Helm of any changes made to the Event (including the date, time and venue of the Event and/or the cancellation of the Event) and/or the price, number, category of Tickets from time to time;

5.1.3. not do anything which shall or may (in the reasonable opinion of Helm) be detrimental to the reputation of Helm;

5.1.4. inform Helm of any anticipated problems of a material nature in connection with each Event; and

5.1.5. promptly (and, in any event within 24 hours of receipt) and efficiently provide instructions to Helm with respect to addressing/responding to any complaint, dispute or enquiry raised by a Customer that Helm is unable to answer without the Organiser’s instructions in relation to a Ticket and/or an Event.

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.

6.    Booking Fees and payment

6.1.      The Organiser shall pay Helm the applicable Booking Fee in respect of each Ticket sold via the Site. The Booking Fee shall become due to Helm immediately upon the sale of a Ticket to a Customer. Helm shall be entitled to deduct the Booking Fee due to it (in full) from the sums received from Customers in payment for Tickets.

6.2.      At the end of each Revenue Interval, Helm shall pay to the Organiser the sum of Revenue generated in the preceding Revenue Interval (but subject to a minimum payment value of £75). If the Revenue generated does not exceed the said minimum payment value, Helm shall retain such Revenue until the end of the Revenue Interval at which the total combined Revenue held by Helm has exceeded the minimum payment value, when Helm shall pay the Revenue to the Organiser. The amount of Revenue due shall be paid by electronic funds transfer to the bank account nominated by the Organiser (via the Account) from time to time.   

6.3.      Payment processing services for Organisers are provided by Stripe, Inc and are subject to the Stripe Connected Account Agreement, stripe.com/gb/connect-account/legal, which includes the Stripe Terms of Service, stripe.com/gb/legal, (collectively the “Stripe Services Agreement“). By agreeing to these Terms and/or continuing to hold an Account, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe form time to time. As a condition of your holding an Account and for the purposes of enabling payment processing services through Stripe, you agree to provide Helm with accurate and complete information about you and your business (insofar as the same is required to render the Services), and you authorise Helm to share with Stripe that information and transaction information related to your use of the payment processing services provided by Stripe.

6.4.      Helm shall make available to the Organiser (via the Account) up to date reports and or information about:

            6.4.1.         the number of Tickets sold in respect of each Event; and

            6.4.2.         the total accumulated Revenue in respect of each Event.

6.5.      Helm may increase the Booking Fees at any time by giving not less than one month’s written notice to the Organiser,  provided that Helm shall not increase the Booking Fees:

            6.5.1.         by more than whichever is the greater of:

               6.5.1.1.            the increase in the Retail Prices (All Items) Index since the previous Booking Fee increase; or

               6.5.1.2.            the increase in the costs incurred by Helm in the provision of the Services, as reasonably determined by Helm.

            6.5.2.         on more than one occasion in any 12 month period.

Any increase in Booking Fees shall not apply to Tickets that have been sold prior to the date the Booking Fee increase takes effect.

7.    Refunds

7.1. If:

7.1.1. an Event is cancelled or postponed by the Organiser;

7.1.2. an Event is permanently withdrawn by Helm pursuant to clause 4.3;

7.1.3. a refund is due to a Customer for any reason pursuant to the Customer Terms;

7.1.4. the Account is terminated by either party;

7.1.5. the parties agree that a refund is due to a Customer for any other reason,

the Organiser shall, within 24 hours of a request from Helm to do so, pay to Helm all sums that it has received from Helm in respect of the Event / Customer in question and Helm shall issue to the relevant Customers (on behalf of the Organiser) a refund of the price of the Ticket, plus the Booking Fee (where the Booking Fee was charged in addition to the price of the Ticket) plus any other sums paid by the relevant Customers in respect of their Ticket (e.g. additional option and/or membership fees).

7.2. The Organiser shall (promptly following Helm’s request) provide Helm with credit card and/or debit card details, which Helm may retain (in a secure file) and is authorised by the Organiser to use to take payment in respect of any shortfall between the sums held by Helm on the Organiser’s account and the total amount of refunds due.

8.    Data protection and data processing

8.1. Definitions. In this clause, the following definitions shall have the following meanings.

8.1.1. Agreed Purposes:

8.1.1.1. for the administration, organisation and operation of the Event to which a Customer has purchased Tickets;

8.1.1.2. for the Organiser to send to the Customer information about the Customer’s Tickets and/or the Event to which their Ticket grants admission;

8.1.1.3. where (and only where) the Customer has given their consent to the receipt of such information (by ticking the relevant “opt in” box on the Site) for the Organiser to keep Customers up to date with the latest news and information about the Organiser, including the products/services that the Organiser offers, details of product discounts and other products available from the Organiser that may be of interest to the Customer, details of offers, campaigns, competitions, promotions and other opportunities the Customer offering.

8.1.2. Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.

8.1.3. Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: in respect of each Customer: their first name, last name, email address, order reference numbers, Ticket reference numbers and such other personal data as the Organiser instructs Helm to collect and process on its behalf in connection with an Event/the Services.

8.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Organiser is the data controller and Helm is the data processor.

8.3. The Organiser shall:

8.3.1. at all times comply with the Data Protection Legislation in connection with the processing of personal data (including, but not limited to, the Shared Personal Data);

8.3.2. ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Organiser for the duration and purposes of the Agreed Purposes; and

8.3.3. ensure all instructions given by it to Helm in respect of Personal Data shall at all times be in accordance with Data Protection Legislation.

8.4. Helm shall, in relation to any Shared Personal Data processed in connection with the performance by Helm of its obligations under these Terms:

8.4.1. process that Shared Personal Data only on the written instructions of the Organiser unless Helm is required by an applicable law to otherwise process that Shared Personal Data. Where Helm is relying on the laws of a member of the European Union or European Union Law as the basis for processing Shared Personal Data, Helm shall notify the Organiser of this before performing the processing required by the applicable laws unless those applicable laws prohibit Helm from so notifying the Organiser;

8.4.2. notify the Organiser if it considers that the Organiser’s instructions are in breach of the Data Protection Legislation and Helm shall be entitled to cease to provide the Services until the parties have agreed appropriate amended instructions which are not in breach of the Data Protection Legislation;

8.4.3. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Shared Personal Data and against accidental loss or destruction of, or damage to, Shared Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Shared Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Shared Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

8.4.4. ensure that all personnel who have access to and/or process Shared Personal Data are obliged to keep the Shared Personal Data confidential; and

8.4.5. not transfer any Shared Personal Data outside of the European Economic Area unless the following conditions are fulfilled:

8.4.5.1. the Organiser or Helm has provided appropriate safeguards in relation to the transfer;

8.4.5.2. the data subject has enforceable rights and effective legal remedies; and

8.4.5.3. Helm complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Shared Personal Data that is transferred.

8.4.6. taking into account the nature of the processing, assist the Organiser (by appropriate technical and organisational measures), insofar as this is possible, at the Organiser’s cost, for the fulfilment of the Organiser’s obligations in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

8.4.7. notify the Organiser without undue delay on becoming aware of a breach of the Data Protection Legislation in connection with the Shared Personal Data;

8.4.8. at the written direction of the Organiser, delete or return Shared Personal Data and copies thereof to the Organiser on termination of the Account unless required by applicable law to store the Shared Personal Data; and

8.4.9. maintain complete and accurate records and information to demonstrate its compliance with this clause 8.

8.5. This clause shall only apply in relation to the sub-contracting of Shared Personal Data processing under this agreement:

8.5.1. the Organiser gives a general authorisation to Helm to engage or authorise the following sub-processors to process the Shared Personal Data, provided that the sub-processor has either entered into a direct contract with Helm, which incorporates the provisions equivalent to those in this agreement in relation to confidentiality, data protection and security:

8.5.1.1. Rocket Science LLC (trading as Mailchimp);

8.5.1.2. Hubspot, Inc;

8.5.1.3. SendGrid, Inc;

8.5.1.4. Stripe, Inc.

8.5.2. Helm shall inform the Organiser of any addition or replacement of a sub-processor in a timely fashion so as to give the Organiser an opportunity to object to the change or to terminate the Account before the Shared Personal Data is communicated to the new sub-processor.

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.

10.    Limitation of Liability – YOUR ATTENTION IS DRAWN PARTICULARLY TO THIS CLAUSE

10.1. This clause 10 sets out the entire liability of each party (and that of each party’s officers, employees, agents and/or servants) to the other in respect of:

10.1.1. any breach of these Terms, howsoever arising;

10.1.2. the Services (including any use made of them);

10.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and/or the Services; and

10.1.4. any other liability (including non-contractual) howsoever arising under any legal theory whatsoever, arising under or in connection with these Terms and/or the Services.

10.2. Nothing in these Terms shall exclude or limit either party’s liability for:

10.2.1. death or personal injury resulting from negligence; or

10.2.2. fraud or fraudulent misrepresentation or willful default; or

10.2.3. for any other matter for which it would be unlawful for either party to exclude or limit or attempt to exclude or limit its liability.

10.3. Subject to clause 10.2, Helm shall have no liability to the Organiser for any loss arising from:

10.3.1. the provision by the Organiser to Helm of incorrect or inaccurate information and/or instructions in respect of an Event;

10.3.2. the provision by a Customer to Helm of incorrect or inaccurate information and/or instructions;

10.3.3. any breach by the Organiser of the Customer Terms and any other terms, conditions and/or rules that the Organiser may specify pursuant to clause 5.1.1.5; and/or

10.3.4. any unlawful act or omission committed by the Organiser or its officers, employees, servants and/or other agents in connection with an Event or its organisation, promotion and or operation.

10.4. Subject to clauses 5.4 and 10.2, neither party shall under any circumstances whatsoever be liable to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, and/or otherwise howsoever arising under any legal theory whatsoever, for any of the following losses (in each case, whether direct or indirect):

10.4.1. loss of profit or revenue;

10.4.2. loss of reputation or depletion of goodwill;

10.4.3. loss of business;

10.4.4. loss of contracts or loss of business opportunity;

10.4.5. loss of anticipated saving;

10.4.6. payments (e.g. penalties) due to be paid/paid to any third party under any contract or arrangement;

10.4.7. wasted management and/or staff time and/or office time;

10.4.8. loss or corruption of data, information or software;

10.4.9. damage to property (e.g. buildings and/or possessions),
nor any other special, indirect, or consequential loss.

10.5. Subject to clauses 5.4 and 10.2, each party’s total liability to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or for misrepresentation and/or otherwise howsoever arising under any legal theory whatsoever, shall be limited to a total sum of £1 million pounds sterling.

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).

Schedule 1

Events created on or before 13/08/2018 at 17:59 BST are subject to the following fees:

Ticket face value Applicable Booking Fee (%) Booking Fee range (£)
£0.00 Free £0.00
£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
£2500.01+ 2.50%

£62.50+

Events created on or before 13/08/2018 at 18:00 BST are subject to the following fees:

EU Booking Fees

Ticket Price Lower Ticket Price Upper Booking Fee (%)
0.00 Free Free
0.01 2.99 0.50
3.00 4.99 1.00
5.00 8.99 1.00
9.00 14.99

10.00%
(subject to a min fee of 1.00 in
the listed ticket currency, eg. £1.00)

15.00 24.99 9.00%
25.00 39.99 8.00%
40.00 59.99 7.00%
60.00 89.99 6.00%
90.00 374.99 5.50%
375.00 599.99 5.40%
600.00 699.99 5.30%
700.00 999.99 5.20%
1,000.00 1,499.99 5.10%
1,500.00 and over 5.00%

 International Booking Fees

Ticket Price Lower Ticket Price Upper Booking Fee (%)
0.00 Free Free
0.01 2.99 1.29
3.00 4.99 1.29
5.00 8.99 1.29
9.00 14.99 15.00%
15.00 24.99 13.00%
25.00 39.99 9.00%
40.00 59.99 8.00%
60.00 89.99 7.00%
90.00 374.99 5.90%
375.00 599.99 5.50%
600.00 699.99 5.40%
700.00 999.99 5.00%
1,000.00 1,499.99 4.60%
1,500.00 and over 4.40%