We are Eventcube Soultions Ltd (trading as Eventcube) a company incorporated and registered in England with company number 08939283 with an office at Unit 7-8, 3 Gunthorpe Street, London, E1 7RQ (“us”, “Eventcube” or “the Company”)
You are the legal person or entity using the Eventcube ticketing services and platform (as defined in these Terms) either directly or via a white-labelled partner website and acting in your capacity as an authorised seller or reseller of Tickets for an “Event” (as defined herein) (“you” or “Store Owner”)
The Company has developed and owns a proprietary online event management system and ticketing software solution which provides an integrated online ticketing mechanic which can be white-labelled for event organisers, ticket agencies and other rights holders with a highly customisable mobile-responsive platform to manage the communication of event information, marketing and ticket sales.
The system enables Store Owners to create a Store to promote and sell tickets to Events featured on the Company’s websites or partner websites and facilitates secure ticketing transactions by managing and processing the ticket sales and providing tailored support relevant to a “Plan” selected by the ticket agency or Store Owner. The system facilitates the collection of payment for the tickets and the onward transmission of payment in accordance with these Terms.
Each “Plan” provides a different level of support in respect of end-user customer service, Event information and ticket payment collection and the fees and managed service obligations are set accordingly.
The Store Owner’s use of the system and subscription to the Plan shall be in accordance with these Terms and the Company shall provide access to the system and the services set out in the applicable Plan in consideration for the contractual promises and payments made.
1. Definitions and Interpretation
The following definitions apply in these Terms:
“Agreement” means the agreement between the Company and you; the Store Owner, incorporating these Terms.
“Booking Fee” means the sum (usually a percentage of the Ticket price) charged to Customers in addition to the price of the Ticket.
“Business Day” means a day other than a Saturday, Sunday or a public holiday, on which banks are generally open for business in England.
“Charge Back” means any amount previously transferred into our bank account by a credit card/debit card company pursuant to a Transaction whereby a Customer has purchased a Ticket to an Event but which is subsequently reclaimed by a credit card company or bank for any reason.
“Customer” means a person purchasing a Ticket via the Site or, where applicable, a Partner Site.
“Customer Data” means any information relating to an identified or identifiable natural person.
“Customer Contact Details” means the full name and email address (amongst other things) provided by Customers during sale transactions relating to the Tickets.
“Customer Terms” means the standard customer ticket policy issued by us from time to time governing the sale of tickets and payments relating thereto by Customers. The Customer Terms interact and overlap with these Terms.
“Door List” means either a System through which the Customer may purchase a Ticket so that the Store Owner can view all sales and retrieve the list of Customers for each Event or a printed or electronically transmitted list containing the same or similar information.
“Event” means the musical, theatrical, dramatic, artistic, cultural or other event featured on the Site or the Partner Site which the Store Owner owns or has the right to promote.
“Eventcube Fees” means the fees that are charged to the Store Owner based on the Plan that the Store Owner has selected and agreed with us.
“Event Listing” means a listing on the Site or the Partner Site including all relevant information required to promote the Event and to inform Customers properly in order to purchase Tickets and attend including, but not limited to, the following:
- the name, location, date, time and duration of the Event;
- the number of Tickets available for purchase; the dates when the Tickets will be available for purchase via the Site or the Partner Site;
- the nature of the Event and the acts performing with dates and times;
- the Ticket prices; any applicable age, dress code or entry restrictions.
“Gross Receipts” means all funds received by us from Customers as a result of Transactions including the Booking Fee and any other additional fees that may be added by us or the Store Owner.
“Intellectual Property Rights” patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
“Listings Contact Address” means support@ or such other email address that the Company notifies to the Promoter from time to time.
“Maintenance Releases” release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software.
“Merchant Service Services Fee” means the merchant services fee payable by the Company to its merchant services provider where it is applicable to your Plan.
“Net Proceeds” means the balance of monies remaining after the permitted deductions from the Gross Receipts are made in accordance with this Agreement.
“Partner Site” means a white-labelled ticketing site operated by a third party incorporating the System under licence from the Company.
“Plan” means the use of the System and the Services applicable to your subscription as advertised on our website or other materials and places and incorporates the Services and the Eventcube Fees.
“Printed Ticket” means a ticket which is pre-printed with the Event details and made available at a collection point or box office or delivered by post.
“Settlement Date” means the date or dates specified in this Agreement, or agreed between the parties, for the payment of the Net Proceeds to Store Owner in accordance with this Agreement and the Customer Terms.
“Services” means the services provided by the Company through the System as more particular set out in the applicable Plan.
“Site(s)” means the applicable website or websites where the Tickets may be purchased
“Software” the computer program and source code developed by us in support of the System and any Maintenance Release released by us during the term of this Agreement.
“System” means the proprietary, software based, online ticketing mechanic including integration to the relevant payment gateway and reporting architecture.
“Ticket” means evidence of the right to occupy a space, seat, gain entry to or otherwise attend the applicable Event.
“Transaction” means the sale of one or more Tickets via the Site or Partner Site.
“Valid Ticket” means an electronic Ticket emailed to the Customer in the form of an electronic document that is capable of being printed, viewed on a smartphone, or viewed as a text message, or alternatively written evidence of the group of details.
“Website” means the website that is located at https://www.eventcube.io and https://manage.eventcube.io or any other sites that are related to demonstrating and providing the services as outlined in this agreement.
The following interpretations shall apply:
Clause, Schedule, Section and paragraph headings shall not affect the interpretation of these Terms.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
A reference to writing or written includes faxes but not e-mail unless expressly stated otherwise.
Any obligation in these Terms on a person not to do something includes an obligation not to agree or allow that thing to be done.
A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of these Terms) at any time.
The Terms are effectively incorporated into the Agreement between the Company and you and govern the services that we provide and take effect on the date of subscription and/or use of the System.
Schedules to these Terms form part of the Agreement and shall have effect as if set out in full in the body of these Term and any reference to these Terms includes the Schedules hereto.
2. Warranty of Authority and Indemnity
- The Store Owner warrants that he, she or it has the requisite authority to promote the Event and to place the Event Listing and authorises the Company to operate the System to facilitate Transactions.
- The Store Owner recognises that these Terms and the Customer Terms contain the necessary rights and obligations (including third party obligations) which the Company is relying upon to operate the System and protect its Intellectual Property and industry reputation. For the avoidance of doubt the Store Owner acknowledges and agrees (and shall indemnify the Company in full in relation to any liability or claim whatsoever that may arise in relation thereto) that all.
- Tickets shall be sold in accordance with and subject to these Terms and the Customer Terms, and expressly agrees not to do or omit to do any act or thing (or request the Company so to do or not to do) which would breach the same.
- Your store content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
- Your content, and the use of your content by us in accordance with these terms and conditions, must not:
- be libellous or maliciously false;
- infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
- infringe any right of confidence, right of privacy or right under data protection legislation;
- constitute an incitement to commit a crime;
- be in contempt of any court, or in breach of any court order;
- be in breach of racial or religious hatred or discrimination legislation;
- be in breach of official secrets legislation;
- be in breach of any contractual obligation owed to any person;
- be untrue, false, inaccurate or misleading;
- consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage.
3. The Services
The Company agrees to provide the services set out in the Plan including, where applicable, the following:
- Provision of authentication details, (user name and password) to permit the Store Owner authorised access to:
- (a) administrative systems via a secure log-in provided by the Company;
- (b) the automated computerised ticketing system operated by the Company
- it being acknowledged and agreed that the Store Owner will be required to designate representatives to manage its ticket inventory using the administrative systems, and each user for the Store Owner may be required to agree to a separate set of terms and conditions governing access to such systems before access can be granted;
- at the Company’s sole discretion, access to either:
- (a) the System through which the Customer may purchase a Ticket so that the Store Owner can view all sales and retrieve the list of Customers for each Event (the “Door List”) and produce a report of Ticket sales, or
- (b) the Door List for each Event which will contain the following details describing each Customer:
- Customer name;
- number of Tickets purchased;
- Event purchased;
- Store Owner reference (source of the booking);
- unique Ticket code; and
- unique barcode, should the Store Owner choose to include this information on the Tickets;
- training on the System, provided that (a) users are designated by the Store Owner and assigned authentication details, and (b) training requirements will be assessed by the Company on a case per case basis.
- Use of its reasonable endeavours to ensure that System uptime is maximised;
- With the Company’s consent (which it is accepted can be withheld by the Company in its sole discretion) and subject to the Customer Terms, such additional Services as may be agreed between the parties including, in appropriate circumstances, the advancing of Ticket monies to the Store Owner before the Event (provided that in such circumstances cancellation insurance commensurate to the risk is taken out naming the Company as co-insured where requested).
- Paying refunds of payments for Tickets to Customers where applicable in accordance with this Agreement and the relevant Plan and provided that if the request is made by the Store Owner a 5% fee of the face value of the Ticket will be charged.
- Collecting Gross Receipts and transferring Net Proceeds to Store Owner in accordance with this Agreement, and where relevant to the applicable Plan.
4. Store Owner’s Obligations
- The Store Owner warrants that he, she or it has the requisite capacity and authority and all necessary approvals and licences to hold the Event(s) to conform to the Event Listing and all applicable laws and regulations.
- The Store Owner shall be solely responsible for providing the Company with all necessary information concerning a Store Owner’s ticketing arrangements including the Event Listing required for inclusion on the Site or the Partner Site.
- The Store Owner, must enter any amendments to the Event Listing or pricing information into the System provided, or notified by email to the designated Listings Contact Address. The Company shall not be liable for fees, Charge Backs or the provision of refunds incurred as a result of inaccurate information supplied by the Store Owner.
- In the event of cancellation or postponement of an Event, the Store Owner agrees to use its best endeavours to notify the Company immediately.
- The Store Owner, shall verify the identity of all Customers by checking and validating information provided by the Company in the Door List against the documentation and identification material required in accordance with the terms and conditions of the Tickets as carried and shown by the Customer on demand. If paper tickets are provided the Store Owner should ensure that the necessary entrance procedures and ticket check processes are adhered to.
- The Store Owner agrees not to allow entry to any Customer whose identity has not been so verified and shall indemnify and keep indemnified the Company against any costs or legal action incurred through failure to do so.
- The Company reserves the right, at its sole discretion, acting reasonably, to cease providing the Services to the Store Owner in the event that the Company believes that the Event does not exist, is fraudulent or is being promoted fraudulently (including, without limitation, fraudulent promotion of the performance of an act or artist or participation of any other component to an Event which is not obliged to perform or participate in the Event pursuant to a valid and enforceable agreement), or is being operated in a manner detrimental to the Company in any way, or an act or artist or participation of any other component to an Event cancels its performance or participation as a direct or indirect result of the Store Owner’s action or inaction.
- The Store Owner shall indemnify and keep indemnified the Company against any losses arising out of third party claims as a result of the Company ceasing to sell Tickets or provide the Services in the circumstances described above.
- In the event of any price changes being made all Tickets sold at the original price point will be honoured by the Store Owner.
- The Store Owner shall deal sympathetically with all Customer complaints or requests from the Company or its appointed agent (“Agent”) as notified from time to time and shall settle them promptly and to the best advantage of all parties.
- The Eventcube Fees applicable to the Service shall be charged by and paid to the Company in accordance with Clause 6 (Settlement & Fees).
- Physical ticket fulfilment is the sole responsibility of the Store Owner. We reserve the right to refund any tickets that have not been fulfilled when Customer Service is managed by Eventcube.
- The delivery times of the Services stated by the Company are reasonable estimates and the Company shall not be responsible for any delay that is not directly attributable to the fault of the Company.
- Time shall not be of the essence in the Agreement.
- The System is delivered over the internet, which by its very nature may be intermittent and in any event the Company makes no representation (and gives no warranty) that the Services will be uninterrupted or error-free or that the Site or the Partner Site will always be accessible.
6. Settlement & Fees
- In the case of a Store Owner using their own payment gateway (e.g. Stripe), the settlement terms will be in accordance with the payment gateway's own terms and conditions. In this instance, Eventcube does not hold any funds and will only take the agreed Eventcube Fees at the point of transaction or as per the method described in the Plan.
Fees for the account of the Company:
- In the event that Eventcube agrees to process all payments and hold the Gross Receipts and in consideration for the provision of the Services, the Company will be entitled to retain, or where applicable, the Store Owner shall pay to the Company, the Eventcube Fees in accordance with the applicable Plan.
- Eventcube will make the following deductions (and where applicable any VAT thereon) from the Gross Receipts:
- the Eventcube Fee;
- the amount of any refunds made to Customers in accordance with these Terms;
- the amount of any Charge Backs;
- any other monies owing to the Company by the Store Owner.
- In the event that these authorised deductions exceed the Gross Receipts the Store Owner shall pay to the Company on demand any shortfall.
- The Company shall be entitled to retain any Eventcube Fees in connection with any Tickets sold via the Site and the Partner Site and rendered invalid due to cancellation or postponement of the Event or where a performance of the Event is not completed or any other similar reason, or when postponement of an Event makes it necessary to cancel Tickets due to a Customer’s inability to attend the Event on the rescheduled date.
- The Company shall hold all Customer payments relating to the Transactions in a designated client account for the benefit of the Store Owner and the Customer save that the fees payable to the Company shall accrue for the benefit of the Company upon delivery of the Services and the Company shall be entitled to deduct such sums from the payments received accordingly.
- Within 10 Business Days of the Event taking place, the Company shall transfer to the Store Owner’s designated bank account the Net Proceeds less any other sums that the Company is entitled to withhold in accordance with this Agreement.
- The Parties shall use all reasonable endeavours to minimise credit card Charge Back activity. In the event that any Charge Backs do occur, the Store Owner agrees that either (a) it shall not charge the Company for the Tickets, or (b) if payment for the Tickets has already been made to refund the full amount to the Company by way of a credit against a future invoice or on account, or payment in full if no future Events are planned. If Charge Backs occur, the Company reserves the right to charge the Store Owner a fixed administration fee of £50.00 per Charge Back.
- In the event of any Ticket refunds to Customers as a result of the cancellation, postponement, non-completion of the Event for any reason, or when any postponement makes it necessary to cancel Tickets due to Customer inability to attend the Event on the rescheduled date, the Company shall be entitled to, and the Store Owner shall pay to the Company promptly, a cancellation fee of the greater of (a) 5% per refunded Ticket Transaction, or (b) £0.50 per Ticket refunded.
- The Store Owner is responsible for the payment and remittance of any and all taxes incurred or assessed on Ticket receipts for the Event pursuant to the Agreement, and shall indemnify and keep indemnified the Company from and against all claims, damages, losses, costs (including costs of professional advice in connection therewith) expenses, demands or liabilities arising in connection with any such taxes. Prices specified by the Store Owner and supplied to the Company will be assumed to include VAT and any other relevant and required taxes, where applicable, unless stated otherwise at the time they are stated.
- The Company shall retain the Eventcube Fee regardless of whether or not a Ticket is refunded by the Store Owner so in the event that the Store Owner elects to refund the Ticket and the Booking Fee in full or any portion thereof to the Customer, the Store Owner shall be responsible for the Eventcube Fee and any relevant cancellation fees due to the company.
- Your Eventcube Subscription is generally for a one month recurring time period from the day that you sign up and continues until terminated.
- To use the Eventcube subscription service you must select and confirm the subscription and any additional add-ons or bolt-ons (additional items that can be purchased with or separate to the main subscription) and provide us with one or more Payment Methods. A "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party. Unless you cancel your subscription before your billing date, you authorize us to charge the subscription fee for the next billing cycle to your Payment Method (see "Cancellation" below).
- We may offer a number of subscription plans, including special promotional plans. Some subscription plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you.
- The subscription fee for the Eventcube service will be billed to you monthly and charged to your Payment Method on the monthly anniversary of when you first subscribed to the service. In some cases your payment date may change, for example, if your Payment Method has not successfully settled or if your paid subscription began on a day not contained in a given month.
- Payment Methods. To use the Eventcube service you must provide one or more Payment Methods. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method.
- You can update your Payment Methods by going to the payment details screen under Pricing Plan in Store Settings. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
- Cancellation. You can cancel your Eventcube subscription at any time, and you will continue to have access to the Eventcube service through the end of your billing period. Payments are non-refundable and we do not provide refunds or credits for any partial-month subscription periods.
- To cancel your subscription please email firstname.lastname@example.org with the subject line of “Subscription Cancellation”. If you cancel your subscription, your account will automatically close at the end of your current billing period.
- We may change our subscription plans, payment intervals and the price of our service from time to time; however, any price changes or changes to your subscription plans will apply to subsequent billing cycles following notice of the change(s) to you.
7. Intellectual Property
- The Store Owner acknowledges that all Intellectual Property Rights in the Software, Website and any Maintenance Releases belong and shall belong to the Company or the relevant third-party owners (as the case may be), and the Store Owner shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement.
- During and after completion of the Agreement and unless otherwise specified in the Agreement ownership of Intellectual Property shall be as follows:
- Graphic images (including any goodwill associated with them) provided by the Company belong to the Company unless the Company expressly states that ownership is transferred to the Store Owner.
- Graphic images (including any goodwill associated with them) provided by the Store Owner belong to the Store Owner unless the Store Owner expressly states that ownership is transferred to the Company.
- The Company hereby grants a non-exclusive license to the Store Owner for all items listed above and owned by them, for use in connection with any web site the Store Owner might own or use for the duration of the Agreement. The Store Owner may not assign this licence by way of sale or transfer or any other method of disposal.
- The Store Owner hereby grants a non-exclusive license to the Company for all items listed above and owned by them for use in connection with the Site or the Partner Site for the duration of the Agreement.
- The Store Owner shall indemnify and keep indemnified the Company from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising as a result of (in the Company’s opinion) the Store Owner’s misuse of the Company’s Intellectual Property described above, out of any claim that the Company’s use of the Intellectual Property referred to above infringes any intellectual property rights or moral rights of any third party, or out of any third party claim in connection with the Store Owner’s use of any other Intellectual Property in connection with the Event
8. Term & Termination
- These Terms apply to you as soon as you access the Services by any means and continue in effect until they are terminated.
- Either Party may terminate this Agreement with according to the terms outlined below:
- Eventcube may terminate immediately upon written notice the Agreement if it believes (acting reasonably) that the Store Owner is acting negligently, fraudulently or in any way that could be deemed to be detrimental to the interests of the Company including but not limited to:
- If you violate or breach these Terms;
- If you misuse or abuse the Services, or use the Services in a way not intended or permitted by us;
- If allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose us to legal liability.
- Immediately upon written notice, either Party may terminate the Agreement if the other Party resolves to go into voluntary liquidation (other than a members' voluntary winding up for the purposes of a reconstruction of its affairs), presents or has presented against itself a winding up petition, compounds with its creditors, has a receiver, manager or administrative receiver appointed over to the whole or any part of its assets or property, presents or has presented against itself a petition for the making of an administrative order or becomes unable to pay its debts;
- subject to paragraph (D) below, either Party may terminate the Agreement if the other Party is in material breach (in the reasonable opinion of the Party wishing to terminate) of any of its obligations under this Agreement and has not remedied such breach or agreed to a satisfactory course of action within 20 Business Days of having received written notice of the same from the non-defaulting Party; and
- notwithstanding paragraph (C) above, the Company may terminate this Agreement immediately if the Store Owner is in breach of any of its payment obligations under this Agreement.
- The Store Owner hereby guarantees to honour all Tickets for the Events featured on the Site or Partner Site prior to notice of termination being received by either Party in accordance with Clause 8.2 above.
- Each of the following provisions of this Agreement shall remain in full force and effect after termination: Clause 9 (Duty of Confidentiality);Clause 14 (Notices); Clause 15 (No Partnership); Clause 16 (Entire Agreement); Clause 24 (Governing Law & Jurisdiction); Clause 7 (Intellectual Property); any indemnities provided herein.
- Except to the extent you have agreed otherwise in separate contractual Agreements that specifically supersede these terms between you and Eventcube, you may terminate your access to the Services and the general applicability of Terms by submitting a request for us to delete your account and to stop using the Services indefinitely. If you continue to access the services post your request but prior to us removing your access to the services these Terms remain in effect.
- If there is a separate contractual Agreement between you and Eventcube superseding these terms and that Agreement terminates and you still wish to continue using the services the unmodified terms of this Agreement we again define our relationship and the access to the Services.
- Eventcube may choose to stop offering the whole or part of the Service, or modify the Service, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Services, where, in our sole discretion, failure to do so would materially prejudice you. You agree that Eventcube will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the Services.
9. Duty of Confidentiality
- Each Party will use its best endeavours to preserve the confidential information of the other and will comply with the other's reasonable requirements in this regard. For the avoidance of doubt, this shall not affect the rights of the Company pursuant to Clause 18 (Publicity and Examples).
- The Parties hereby undertake for themselves and every employee or sub-contractor whose services they may use both during and after completion of the Services that they will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information in connection with the Services, including (without limitation) any price sensitive or other information contained in the Agreement.
- Any personal data provided to the Store Owner in relation to this shall be handled by the Store Owner in accordance with the Data Protection Act. The Store Owner hereby indemnifies the Company for any misuse of the data supplied.
- For the purposes of the Store Owner's above undertaking, the information shall be deemed to include all information (written or oral) concerning this Agreement, the System and System documentation, and details provided for authentication and authorisation for access to the System.
- Both the Company and the Store Owner hereby undertake to the other to make all relevant employees agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and subject to Clause 11.4 (below) to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents and sub-contractors with these provisions.
- The Store Owner hereby undertakes to inform the Company immediately should any breach of confidentiality in regard to the above undertaking occur.
- The Store Owner hereby acknowledges that remedies at law may be inadequate to protect the Company against any breach of this Clause 9 by the Store Owner, its employees, sub-contractors, agents or advisers and without prejudice to any other rights and remedies otherwise available to the Company, the Store Owner agrees to the granting of injunctive relief in favour of the Company without proof of actual or consequential damages.
10. Representations, Warranties, Undertakings and Indemnity
- The Store Owner hereby warrants, represents and undertakes to the Company that:
- the Store Owner has (and will continue to have throughout the term of the Agreement) all necessary rights and permissions to act as a ticket portal and to perform its obligations under this Agreement;
- the Store Owner has the necessary and full corporate rights, power, authority and capabilities to enter into the Agreement and grant the rights set out in this Agreement to the Company;
- the Store Owner has complied with and during the term of the Agreement will comply with all applicable laws; and
- the Store Owner’s entering into and performing of the Agreement will not result in any breach of, or constitute default under, the Store Owner’s constitutional documents nor any other Agreement to which the Store Owner is a party, including, without limitation, any other Agreement for the sale or other disposition of Tickets for the Events.
- The Company hereby warrants, represents and undertakes to the Store Owner that:
- the Company has acquired (and will continue to hold throughout the term of the Agreement) all rights, consents and licenses necessary for the performance of its obligations under the Agreement;
- the Company has the necessary and full corporate rights, power, authority and capabilities to enter into the Agreement and grant the rights set out in the Agreement including without limitation the right to grant the Store Owner a licence to use the Company's Software; and
- the Company entering into and performing of the Agreement will not result in any breach of, or constitute default under, any other Agreement to which the Company is a party.
- The Store Owner agrees to indemnify the Company and keep it indemnified at all times against all claims, proceedings, demands, damages, liabilities and costs arising out of any breach by the Store Owner of any of the terms of the Agreement.
11. Limitation of Liability
- Subject to Clause 11.3 the Company's maximum liability in contract, tort (including negligence or otherwise, however arising, out of or in connection with the performance of the Company’s obligations under this Agreement (for any one event or any series of connected events) shall not exceed the Eventcube Fees charged to the Store Owner for Services rendered by the Company pursuant to this Agreement in the 12 months prior to the claim.
- The Company shall not be liable for loss of profits or anticipated profits, business, business opportunity production, revenue, goodwill, wasted expenditure and anticipated revenue or savings whether or not the same occurs directly or directly or for any other kind of indirect, special or consequential loss or damage.
- Notwithstanding any provisions of this Agreement, neither party excludes or limits liability to the other for death or personal injury caused by its own negligence and any other liability the exclusion or limitation of which is prohibited by law.
- The Company will not be responsible for any default of this Agreement caused directly or indirectly by any third party or subcontractor, manufacturer or supplier.
- You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
12. Force Majeure
- If a party (the “Affected Party”) is rendered unable wholly or in part by force majeure to carry out its obligations under this Agreement, it is agreed that, on such Affected Party giving notice of such force majeure to the other with reasonable promptness after the occurrence of the cause relied on, the obligations of the Affected Party shall, to the extent that and for so long as their performance is prevented by such force majeure, be suspended provided that the Affected Party shall use all reasonable endeavours to mitigate the effect of or avoid such force majeure as soon as possible.
- The term "force majeure" as used above shall mean acts of God, acts of any public enemy, terrorism, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquake, fires, storms, flood, civil disturbances, terrorism, legislation, Governmental or quasi Governmental regulations and directions and any other cause not within the control of the Affected Party, all of which by the exercise of due diligence such party is unable to prevent.
- In the event that such force majeure continues for a period in excess of 30 consecutive days, then the other Party shall be entitled to terminate this Agreement forthwith by written notice to the Affected Party.
- This Agreement is personal to the parties, and neither of the Parties shall be entitled to assign, transfer, mortgage, charge, subcontract or deal in any other manner the benefit and/or obligations of this Agreement without the prior written consent of the other (which is not to be unreasonably withheld or delayed) except that no such consent will be required for the Company to assign the benefit and/or obligations to an entity, which controls, is controlled by, or is under the common control with the Company.
- Any notice or other communication given or made under this Agreement shall be in writing and may be delivered to the relevant party or sent by first class prepaid letter to the address of that party specified herein or such other address, email address or number that may be notified by that party from time to time for this purpose.
- Unless the contrary shall be proved, each such notice or communication shall be deemed to have been given or made and delivered, if by letter, 48 hours after posting, and if by delivery, when left at the relevant address, and if by email, upon actual receipt in readable form (or on the following Business Day if that occurs after 5pm in the place of receipt).
15. No Partnership
- Nothing in this Agreement shall be construed as constituting a partnership, joint venture or the relationship of employer and employee between the parties.
16. Entire Agreement
- This Agreement sets out the entire agreement and understanding between the parties in relation to the transactions hereby contemplated and supersedes all previous agreements, representations and arrangements between them (either oral or written) with regard to such transactions.
17. Exclusions from contract
- The Company shall be at liberty to register any necessary domain names, obtain and supply SSL certificates as required without consent of the Store Owner.
18. Publicity and Examples
- Notwithstanding Clause 9 (Duty of Confidentiality), the Company shall have reasonable right to publicise its involvement in the Agreement upon completion of the work that was the subject to the Agreement.
19. Waivers, Remedies Cumulative, Amendments, Conflict, Variation
- No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right or acceptance of any variation of this Agreement nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise of that right or the exercise of any other right, power or privilege.
- The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
- No provision of this Agreement may be amended, modified, waived, discharged or terminated, otherwise than by the express written agreement of the parties nor may any breach of any provision of this Agreement be waived or discharged except with the express written consent of the party not in breach.
- No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives).
20. Third Parties
- This Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999. The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.
21. Late Payment Interest
- If the Store Owner does not pay any amount payable under this Agreement by its due date, the Store Owner shall pay to the Company interest on the outstanding amount at a rate of 2% a year above the base rate from time to time of Barclays Bank plc from the due date for payment until the date on which the Company actually receives the outstanding amount. The payment of the interest will be in addition to, and not in substitution for, any other remedies available in respect of the non-payment.
- Interest under Clause 21.1 above shall accrue on a day-to-day basis calculated by the Company upon such terms as the Company may from time to time determine and shall be compounded on the last Business Day of each month.
- 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.
- If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
23. Data Protection
- The Company shall collect personal data (as defined by the Data Protection Act 1998) belonging to Customers and obtained by the Company from Customers in connection with or as a result of a Ticket Transaction, including without limitation the Customer Contact Details (“Customer Data”) in the course of Transactions.
- Eventcube store data in compliance with the EU General Data Protection Regulation (GDPR) and offer tools to Stores and Store Owners to collect data inline with the regulation. How The Store Owner or The Store handles data after this point (e.g. once exported, used on other platforms, or held) is the sole responsibility of The Store Owner or The Store.
- Eventcube will handle Requests for data to removed ("Right to be forgotten") and for customers requesting copies of their own data ("Right to access"). Eventcube will notify The Store Owner and The Store for either of these requests and will carry out the steps required on behalf of The Store Owner and The Store.
- Customer data collected will be owned by The Store Owner of the event and the Store of which the transaction was made. Eventcube will not sell the data or use it for its own marketing purposes.
- The Customer Contact Details shall be stored on the System to which the Store Owner shall have access via a unique and secure login / password provided by the Company in accordance with the Agreement. The Store Owner hereby undertakes to keep such login and password secure and confidential at all times.
- Each Party undertakes at all times to safeguard and maintain the security of all Customer Data in its possession or control and to comply fully with its obligations under the Data Protection Act 1998 with respect to such Customer Data.
- Each Party shall take all appropriate technical and organisational measures against the unauthorised or unlawful processing of Customer Data and against the accidental loss or destruction of, or damage to Customer Data. The Store Owner shall promptly inform the Company if any Customer Contact Details or other Customer Data in the Store Owner’s possession or control is lost or destroyed or becomes damaged, corrupted, or unusable.
24. Governing Law and Jurisdiction
- This Agreement, and any dispute or claim arising out of or in connection with this Agreement or its subject matter (including non-contractual disputes or claims), 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 (including non-contractual disputes or claims).