WAPPA TICKET SERVICES AGREEMENT
WAPPA LTD (www.tickettannoy.com)
1. WAPPA offers a ticketing service via its website at ‘www.tickettannoy.com’ which allows promoters to pre-sell tickets to their event(s) via the WAPPA site. Acting as a disclosed ticket agent for the promoters, WAPPA lists tickets for music events on the WAPPA site and sells tickets to visitors to the WAPPA site, collecting payment for such tickets and forwarding such payment to the relevant promoter.
2. Promoter wishes to promote its music event(s) via the WAPPA site and to appoint WAPPA as its [sole] disclosed ticket agent in respect of the sale of tickets for such event(s), and WAPPA has agreed to such promotion and appointment, in accordance with and subject to the terms and conditions of this agreement.
The parties agree as follows:
1.1. In this Agreement the following definitions apply:
"Authorised Persons" means Promoter ( A Man About A Dog Ltd t/a LWE ) WAPPA and their respective agents, employees, directors, officers and properly appointed sub-contractors;
"Booking Fee" means the sum (usually a percentage of the ticket price) charged to customers in addition to the ticket price, to cover the transactional and facilitating charges incurred by WAPPA in taking payment on behalf of the promoter as their disclosed agent;
"Charge Back" means any amount previously transferred into WAPPA's bank account by a credit card/debit card company pursuant to a transaction whereby a customer has purchased a ticket but which is subsequently reclaimed by a credit card company or bank for any reason;
"Commencement Date" means the date on which this agreement is signed by the parties;
"Confidential Information" means information concerning the existence and terms of this agreement, or concerning the business, affairs, customers, clients or suppliers of either party, which information is marked or otherwise identified as confidential or which would be regarded as confidential by a reasonable business person;
"Customer" means any person purchasing a ticket from WAPPA;
"Customer Contact Details" refers to any contact information given to WAPPA by the customer in the act of buying a ticket or signing up to the website, as referred to in Clause 7.2;
"Customer Data" means all personal data (as defined by the Data Protection Act 1998) belonging to customers and obtained by WAPPA from customers in connection with or as a result of a transaction, including without limitation the Customer Contact Details;
"Customer Ticket Policy" means WAPPA's terms and conditions for purchasers of tickets via the WAPPA Site.
"Event(s)" means the music events the promoter owns or has the right to promote;
"Event Information" means the following information relating to an event:
• Details of the date, time, location and duration of the event;
• The maximum number of tickets available for the event;
• The date on which (or range of dates between which) tickets for the event should be made available for sale on the WAPPA Site;
• A description of the event with details of all acts appearing and the duration of each appearance;
• Any applicable age restrictions;
• The ticket price(s);
• All other information reasonably required by WAPPA in order to promote and sell tickets to the event, or by customers in order to purchase tickets for and attend the event;
"Event Listing" shall have the meaning given to it in Clause 3.3.1;
"Gross Receipts" means all funds received by WAPPA from customers as a result of transactions, including WAPPA's booking fee and the fee paid for any merchandise;
"Initial Term" means the period of 12 months from the Commencement Date;
"Merchant Services Fee" means the merchant services fee payable by WAPPA to its merchant services provider(s);
"Net Proceeds" means the balance of monies remaining after the permitted deductions set out at Clause 4.2 are made from the Gross receipts;
"Promoter" means [ ];
"Ticket" means any ticket (in any format, including for the avoidance of doubt e-tickets) for an event;
"Ticket Services" means the services detailed in Clause 3;
"Transaction" means the sale of one or more tickets by WAPPA via the WAPPA Site.
"WAPPA Site" means the website at www.tickettannoy.com
2.1. This agreement shall come into effect on the Commencement Date and, subject to Clause 10.1, shall continue in force for the Initial Term and thereafter until terminated by either party giving not less than three months’ prior written notice to the other party, such notice not to expire prior to the end of the initial term.
3. TICKETING SERVICES
3.1. Promoter hereby appoints and authorises WAPPA to act as its [exclusive] agent to provide the Ticket Services in relation to the Event(s).
3.2. Promoter shall from time to time notify WAPPA of the Event(s) in respect of which it wishes WAPPA to provide the Ticket Services.
3.3. The Ticket Services shall comprise of:
3.3.1. allowing the Promoter to list each of its Events on the WAPPA Site (an "Event Listing");
3.3.2 if required by the Promoter, setting up a page within the WAPPA Site displaying the Promoter's logo which will contain all relevant information in relation to, and the ability to purchase, Tickets for its Events and provide all Event Information;
3.3.3. offering for sale and selling Tickets for each Event via the WAPPA Site, with effect from the date agreed between the parties;
3.3.4. delivery of Tickets to Customers, where agreed with the Promoter;
3.3.5 paying refunds of payments for Tickets in accordance with clause 6.2;
3.3.6. maintaining records of Transactions and Gross Receipts and making such records available to Promoter for download via the WAPPA Site;
3.3.7. collecting Gross Receipts and transferring Net Proceeds to Promoter in accordance with Clause 4 below;
3.3.8. providing the Promoter with tools within the WAPPA Site to enable the Promoter to promote ticket sales via the use of social media interaction;
3.3.9. offering the option to utilise the points rewards system (as devised and implemented on the WAPPA Site from time to time) to provide Customer discounts for repeat or volume Ticket purchases without this affecting the Promoters ticket price or sales, unless otherwise agreed with them in advance of such an offer being made;
3.3.10 on the purchase of a Ticket only, the offering for sale of merchandise related to that Event. For the avoidance of doubt the Promoter shall be responsible for the delivery of any such merchandise.
3.4. Promoter acknowledges and agrees that all Tickets shall be sold in accordance with and subject to the Customer Ticket Sale Terms and Conditions (which is appended to this Agreement at Appendix 1), and agrees not to do or omit to do any act or thing which would or might place WAPPA in breach of its obligations under such Customer Ticket Policy.
3.5 WAPPA shall use reasonable endeavours to ensure that the WAPPA Site is fully operational at all times and shall deal with any faults as soon as reasonably practicable. The Promoter acknowledges however that both scheduled and unscheduled maintenance downtime will occasionally be required.
3.6 Commission may be payable by the Promoter to WAPPA following the sales of merchandise in accordance with clause 3.3.10. The value of any such commission will be agreed between the parties prior to sale of any such merchandise.
4.1. In consideration of the provision of the Ticket Services, WAPPA shall be entitled to charge Customers a Booking Fee when they purchase Tickets. The Booking Fee shall be added to the face value of the Ticket and the Booking Fee will be retained by WAPPA.
4.1.1. Booking fee will be charged at a minimum of £1.50 per ticket or 12.5% of the Ticket face value where the face value is less then £20. Where the Ticket face value is greater then £20 the booking fee will not exceed 10% of the Ticket face value. For the avoidance of doubt, the Booking Fee shall be determined by the face value of the Ticket and not by the price paid by the Customer after any discounts or incentives are applied.
4.2. The Promoter expressly authorises WAPPA to hold the Gross Receipts and to make the following relevant deductions (and where applicable any VAT thereon) from the Gross Receipts including;
4.2.1. the Booking Fee;
4.2.2. the amount of any refunds made by WAPPA in accordance with Clause 6.2.1;
4.2.3. the amount of any Charge Backs; and
4.2.4. any monies owed to WAPPA by the Promoter under this agreement or any other agreement between the parties.
4.3. Any deductions made by WAPPA under Clause 4.2 shall be without prejudice to any other rights of WAPPA in respect of such outstanding sums.
4.4. In the event that the deductions made in accordance with Clause 4.2 exceed the Gross Receipts, the Promoter shall pay to WAPPA any shortfall within 7 days of a request by WAPPA.
4.5. Subject to Clause 4.6 WAPPA shall pay the Net Proceeds into the bank account nominated by the Promoter for such purpose, no later than 10 working days following the Event, or such other day as the parties may from time to time agree.
4.6. WAPPA shall be entitled to delay or withhold payment of the Net Proceeds or part thereof where:
4.6.1. there is a bona fide dispute between the parties in relation to amounts that may be deducted by WAPPA in accordance with Clause 4.2, provided that the amount withheld shall be limited to that which is in dispute.
4.6.2. WAPPA has reasonable grounds to believe that a significant number of Customers will be entitled to refunds and/or that sums may be reclaimed by way of Charge Backs due to Event alteration, cancellation or postponement, or other problems arising in connection with the Event, which would or might entitle Customers to a refund and/or result in a Charge Back, in which case the amount withheld shall be limited to the amount which WAPPA estimates it shall have to refund whether directly or via Charge Backs; and/or
4.6.3. the aggregate Gross Receipts in respect of any Event are expected to exceed £20,000, in which case WAPPA may withhold 10% of the Net Proceeds for a period of up to 30 days after the date of the Event.
4.7. As between Promoter and WAPPA, the Promoter shall be accountable to HM Revenue and Customs for VAT and any other taxes on the Gross Receipts and Promoter shall indemnify and keep indemnified WAPPA against all damages, losses and claims (including without limitation legal costs) incurred by WAPPA directly or indirectly as a result of Promoter failing to properly account for VAT.
4.8. WAPPA's obligation shall be to pay the Promoter in accordance with this Clause 4 and, subject to its obligation to refund Customers in accordance with Clause 6.2.2. WAPPA shall have no obligation or liability to pay any venue owner, licensing body, artist or other third party any sum (whether out of Net Proceeds or otherwise) due to them in connection with any Event. Promoter shall be liable for and shall indemnify WAPPA against any and all claims, actions, liabilities, losses, damages or expenses (including legal expenses) incurred by WAPPA which arise out of or in connection with, directly or indirectly, any claim made against WAPPA by any such third party in connection with an Event.
4.99. WAPPA will not be responsible for any charge backs made due to fraudulent transactions on any Tickets sold by WAPPA through the WAPPA Site.
5. PROMOTERS' OBLIGATIONS
5.1. The Promoter warrants to WAPPA that it has full capacity and authority and all necessary approvals and licences to;
5.1.1. enter into and perform its obligations under this Agreement;
5.1.2. hold the Event(s), which shall conform with the Event Information and with all applicable laws and regulations; and
5.1.3. appoint WAPPA to supply the Ticket Services in respect of the Event(s).
5.2. The Promoter shall add the Event Information to the Event Listing for each Event. Such Event Information shall be added as soon as it is available to Promoter and in any event no less than 24 hours prior to the date on which Promoter wishes WAPPA to start promoting the Event. Promoter shall ensure that all Event Information is accurate and complete in all material respects.
5.3. The Promoter shall ensure that the Event Information, including confirmation of the refund and cancellation policy, is also available to Customers on its own website as well as within the Event listing on the WAPPA site.
5.4. The Promoter acknowledges that WAPPA's ability to perform its obligations under this Agreement is dependent upon the full and timely co-operation of the Promoter and on the accuracy and completeness of the Event Information.
5.5. The Promoter agrees to indemnify WAPPA in relation to any losses, whether directly or indirectly suffered by WAPPA as a result of incorrect information being provided by the Promoter in the Event listing.
5.6. The Promoter undertakes not to do or omit to do anything which brings or which would be likely to bring WAPPA or the WAPPA Site into disrepute.
5.7. [The Promoter warrants to arrange and maintain insurance for the Event(s) to cover any liability arising from the Event(s) (including cover for Ticket refunds if the Event is cancelled) or the Promoter's relationship with performers, staff or the general public.[The Promoter shall ensure that the interest of WAPPA is noted on such insurance policy and provide a copy of the policy to WAPPA within 30 days of the Commencement Date.]
5.8. The Promoter agrees to grant WAPPA the ability to post promotional material via the Promoter's social medial channels. Such promotional material shall be in relation to that Promoter's Events only.
6. EVENT ALTERATION, CANCELLATION & POSTPONEMENT
6.1. If there is any change and/or addition to the Event Information (an "Event Alteration"), or if an Event is cancelled or postponed, after the Event has been listed on the WAPPA Site;
6.1.1. the Promoter shall notify WAPPA immediately and WAPPA shall use its reasonable endeavours to amend the listing on the WAPPA Site as soon as reasonably practicable;
6.1.2. if the Event is to take place within 48 hours of Promoter becoming aware of the relevant Event Alteration, cancellation or postponement, Promoter shall notify each Customer who purchased Tickets for the relevant Event directly, using the Customer Contact Details provided by WAPPA pursuant to Clause 7.2. It shall not be sufficient for this purpose to publish details of the Event Alteration on Promoter's web site or social networking sites.
6.2. In the event of any Event alteration, cancellation or postponement, or if any Event is oversold and/or closed down by authorities, entitling Customers (pursuant to the Customer Ticket Sale Terms and Conditions ) to a refund of their Ticket price;
6.2.1. the Promoter shall immediately on demand by WAPPA repay to WAPPA any Net Proceeds received by Promoter in connection with the relevant Event ( although WAPPA shall be under no obligation to provide advance release of the Net Proceeds prior to the Event; and
6.2.2. WAPPA will refund (whether directly or by way of charge backs) the amount paid by Customers in respect of every Ticket sold by WAPPA for the Event(s).
6.3. Promoter shall be liable for and shall indemnify WAPPA against any and all claims, actions, liabilities, losses, damages or expenses (including legal expenses) incurred by WAPPA which arise out of or in connection with, directly or indirectly:
6.3.1. any Event alteration;
6.3.2. the cancellation or postponement of an Event;
6.3.3. the Promoter's failure to inform or delay in informing WAPPA and/or Customers of such Event alteration, cancellation or postponement, including without limitation any losses or expenses arising out of any third party demand, claim or action as a result of such Event alteration, cancellation or postponement; and/or
6.3.4 any Customer refunds over and above the Net Proceeds held by WAPPA in respect of the Event.
7.1. WAPPA shall collect Customer Data in the course of Transactions.
7.2. The full name and email address provided by Customers during Transactions (the "Customer Contact Details") shall be stored on a "Ticket List", which Promoter may export via the "Events" section on the WAPPA Site, to which Promoter shall have access via a unique and secure login. The Promoter shall be responsible for keeping such login and password secure and confidential at all times.
7.4. The Promoter acknowledges that WAPPA is the owner of all Customer Data and that WAPPA may use the Customer Data for its own marketing purposes if and to the extent that it has obtained from the relevant Customers' valid opt-in consents to such use.
7.5. 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.
7.6. 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. Promoter shall promptly inform WAPPA if any Customer Contact Details or other Customer Data in Promoter's possession or control is lost or destroyed or becomes damaged, corrupted, or unusable.
8.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information of the other party, except as permitted by Clause 8.2.
8.2. Each party may disclose the other party's Confidential Information:
8.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations or exercising its rights under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 8; and
8.2.2. as may be required by law, court order or any governmental or regulatory authority.
8.3. "Confidential Information" shall not include any information which:-
8.3.1. is in or enters the public domain other than by breach of the terms of this Agreement; or
8.3.2. is obtained from a third party who is lawfully authorised to disclose such information.
The provisions of this Clause 8 shall continue to apply after termination of this Agreement.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Save as expressly permitted under this Agreement neither party shall use any name, logo or other intellectual property rights belonging to the other party. Neither party shall, by virtue of this Agreement, acquire any intellectual property rights owned by the other party.
9.2. Promoter hereby grants to WAPPA a non-exclusive, revocable licence for the duration of this Agreement to use all relevant intellectual property rights owned by or licensed to Promoter in relation to the Event(s) and any third party intellectual property rights provided by Promoter to WAPPA, to the extent necessary for WAPPA to provide the Ticket Services.
9.3. WAPPA hereby grants the Promoter a non-exclusive, revocable licence for the duration of this Agreement to use WAPPA's Ticket Tannoy logo ( as shown on the first page of this Agreement) in relation to promotion of the Event(s) listed on the WAPPA Site.
9.4. Promoter warrants that the text, logos, dates, images and other content shown on Tickets shall not infringe any third party intellectual property rights and Promoter shall indemnify and keep indemnified WAPPA against all damages, losses and expenses arising as a result of any action or claim that such Ticket content infringes third party intellectual property rights.
9.5. On termination of this Agreement for any reason whatsoever the licences given in this Clause 9 will automatically expire and each party shall return all materials and other items containing the other party's intellectual property rights to the owning party.
10. LIMITATION OF LIABILITY
10.1. Nothing in this Agreement shall exclude or in any way limit WAPPA's liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent the same may not be excluded or limited as a matter of law.
10.2. Subject to Clause 10.1, WAPPA shall not be liable under or in connection with this Agreement:
10.2.1. for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known; or
10.2.2. for any claims, actions, liabilities, losses, damages or expenses arising in connection with WAPPA's failure to provide, or delay in providing, the Ticket Services in accordance with this Agreement, if and to the extent that such delay or failure was caused by or contributed to by any delay or failure of Promoter to comply with its obligations hereunder.
11.1. Without prejudice to any other rights to which it may be entitled, either party may give notice in writing to the other terminating this Agreement with immediate effect if:
11.1.1. the other party commits any material breach of any of the terms of this Agreement and either such breach is incapable of remedy or (if such a breach is remediable) that party fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach;
11.1.2. the other party commits repeated or persistent breaches of this Agreement which, taken together, amount to a material breach incapable of remedy;
11.1.3. the other party has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory, but excluding a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation), or has a receiver and/or manager, administrator or administrative receiver appointed in respect of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the other party or any steps are taken (including the making of an application or the giving of any notice) by the other party or any other person for the appointment of an administrator in respect of the other party, or any proceedings are commenced relating to the insolvency or possible insolvency of the other party or if the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt;
11.1.4. the other party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
11.1.5. the other party ceases to trade.
12. CONSEQUENCES OF TERMINATION
12.1 In the event of this Agreement being terminated, whether by expiry in accordance with clause 2.1 or by virtue of clause 11:
12.1.1 all rights and licences, including intellectual property rights granted under clause 9, shall cease and all materials and other items containing the other party's intellectual property rights and/or other rights or licences shall be returned to the owning party;
12.1.2 all Confidential Information belonging to the other party shall be returned to the owning party or, if so requested by the owning party, destroyed;
12.1.3 any Net Proceeds held by WAPPA shall be paid to the Promoter as soon as reasonably practicable following a request from the Promoter.
13.1. Promoter may not assign, transfer, charge, sub-contract or otherwise dispose of this Agreement or any of its rights or obligations arising hereunder without the prior written consent of WAPPA
13.2. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
13.3. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it.
13.4. If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms
13.5. No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
13.6. The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute between them.
13.7. The relationship of the parties is that of independent contractors dealing at arm's length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute either party as the agent, employee or representative of the other, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.
13.8. This Agreement may be executed in any number of counterparts or duplicates, each of which, when executed and delivered, shall be an original, and such counterparts or duplicates together shall constitute one and the same instrument.
14. Entire Agreement
14.1 This Agreement constitutes the entire Agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
We confirm our agreement to the above: