Master Service Agreement
This licence agreement (Contract) is a legal agreement between you (Approved Client) and TickX Limited (TickX), a company incorporated and registered in England and Wales with company number 09614775 whose registered office is at Blackfriars House, Parsonage, Manchester, England, M3 2JA.
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in the Contract.
Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time, including without limitation the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) (DPA2018), the Privacy and Electronic Communications Regulations 2003 (SI2003/2426) as amended, and/or the EU GDPR (Regulation 2016/679) (to the extent that it applies).
End User: a user who accesses the Show/Venue/Attraction Website to identifyTickets.
Materials: all documents, images, content, information, items, and materials in any form, whether owned by Approved Client or a third party, which are provided by Approved Client to TickX in connection with the embedding or use of the TickX Products.
Reseller: means any authorised reseller from which the Approved Client purchases any of the TickX Products.
Shows/Venues/Attractions: the shows, venues and/or attractions set out and agreed at the at the point of entering into thisContract.
Show/Venue/Attraction Brand: the name, logos, taglines, and trademarks that are owned or licensed by Approved Client which relate to the Shows/Venues/Attractions, including any marks and logos set out at the at the point of entering into this Contract.
Show/Venue/Attraction Website: the websites for the Shows/Venues/Attractions that Approved Client controls from time to time. The Show/Venue/Attraction Website includes all future versions and replacements of, and successors to, the Show/Venue/Attraction Website.
Ticketing Provider: Line-Up, the ticketing provider appointed by Approved Client to sell the Tickets on Approved Client’s behalf.
Tickets: tickets for any performance of the Shows/Venues/Attractions.
TickX Brand: the name, logos, tag lines and trade marks that are owned or licensed by TickX from time to time.
TickX Flows: the fully-branded, flexible and optimised purchase flows product, known as TickX Flows, which has been created and is provided by TickX, as amended and updated from time to time.
TickX Products: the TickX Products ordered by the Approved Client from the relevant Reseller as set out in writing between the Approved Client and the Reseller directly, which may or may not include TickX Flows.
Transaction: a purchase of any Tickets and/or additional purchases relating to any performance of the Shows/Venues/Attractions, such as merchandise, and food and beverage, by an End User in relation to which a TickX Product has been used.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 The Schedules form 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 Schedules.
1.4 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established
1.5 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
1.6 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
1.7 A reference to legislation or a legislative provision includes all subordinate legislation made from time to time under that legislation or legislative provision
1.8 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2. Basis of Contract
2.1 This agreement governs the overall relationship between the parties and sets forth the terms and conditions applicable to TickX’s provision of the TickX Products to the Approved Client.
2.2 Nothing in this Contract shall operate to vary, cancel or otherwise impact upon any agreement entered into between the Approved Client and any Reseller or other third party.
3. Approved Client’s obligations
3.1 Approved Client shall ensure that the TickX Products are fully embedded in accordance with TickX’s requirements as notified to the Approved Client, which may include the embedding of a widget on theShow/Venue/Attraction Website.
3.2 If the TickX Products includes TickX Flows, the Approved Client shall use reasonable endeavours to ensure that End-Users seeking to purchase Tickets are directed to do so through the TickX Products.
3.3 Approved Client shall be (as between the parties) responsible for operating and maintaining the Show/Venue/Attraction Website, and will use reasonable endeavours to ensure that the Show/Venue/Attraction Website is always available and uninterrupted.
3.4 Approved Client shall provide TickX with all:
a. co-operation and assistance; and
b. access to documents, information, data and materials to deliver the TickX Products integration, as TickX reasonably requests in writing from Approved Client in order for TickX to embed the TickX Products on the Show/Venue/Attraction Website and to operate and integrate the TickX Products in relation to each Show/Venue/Attraction.
3.5 Approved Client shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind TickX in any way, and shall not do any act which might reasonably create the impression that Approved Client is so authorised.
3.6 Approved Client warrants that it holds all consents, licences and permissions necessary, and is legally entitled, to:
a. enter into, and perform its obligations under, the Contract;
b. if the TickX Products includes TickX Flows, allow the TickX Products to be embedded on the Show/Venue/Attraction Website;
c. allow the TickX Products to link in to the Ticketing Provider for the purpose of facilitating the functionality of the TickX Products.
3.7 Approved Client shall comply with all applicable laws and regulations with respect to the embedding of the TickX Products on the Show/Venue/Attraction Website.
3.8 Approved Client may not, unless permitted by the Contract or required by law, copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the TickX Products.
3.9 The Contract does not transfer any right, title or interest to the TickX Products to the Approved Client.
3.10 Approved Client shall indemnify TickX against all liabilities, costs, expenses, damages and losses and all interest, penalties and reasonable legal costs and all other reasonable professional costs and expenses directly suffered or incurred byTickX arising directly out of any breach by Approved Client of clause 3.6 and/or 3.8.
4. TickX's obligations
4.1 TickX grants to Approved Client a non-exclusive licence to:
a. use the TickX Products; and
b. if the TickX Products includes TickX Flows, embed the TickX Products on the Show/Venue/Attraction Website and to allow End Users to use the TickX Products on and in relation to the Show/Venue/Attraction Website to identify Tickets for the duration, and in accordance with the terms, of the Contract.
4.2 For the duration of the Contract, TickX shall:
a. if the TickX Products includes TickX Flows, provide the Approved Client with an embeddable code in order to allow Approved Client to embed TickX Flows on the Show/Venue/Attraction Website so that End Users can use the TickX Flows to identify and purchase Tickets; and
b. grant the Approved Client browser-based access to the TickX Products.
4.3 TickX shall develop, operate and maintain the TickX Products, and will use its reasonable endeavours to ensure that access to the TickX Products is uninterrupted but does not warrant that the TickX Product swill always be available or uninterrupted.
4.4 TickX warrants that it holds all licences and permissions necessary, and is legally entitled, to:
a. enter into, and perform its obligations under, the Contract; and
b. licence the TickX Products to Approved Client in accordance with the terms of the Contract.
4.5 The Approved Client shall not be entitled to access any source code or object code of the TickX Products.
4.6 Nothing in this agreement shall prevent or restrict TickX from granting access to the TickX Products to any other party or customer.
5. Transactions
5.1 All Transactions shall be entered into directly between either the Ticketing Provider or Approved Client, and the End User.
5.2 TickX shall have no liability to the Approved Client, theTicketing Provider or to any End User in relation to Transactions entered into between them.
6. Intellectual Property Rights
6.1 Approved Client warrants that:
a. it is the owner or licensee of all intellectual property rights subsisting in any Materials and the Show/Venue/Attraction Brand;
b. it has all rights, licences and permissions necessary in order for it to grant a licence to TickX to use the Materials and to use the Show/Venue/Attraction Brand;
c. the use by TickX of the Materials or the Show/Venue/Attraction Brand, or any data relating to the Approved Client, on or using the TickX Products will not infringe the intellectual property rights of any third party.
6.2 TickX warrants and represents that:
a. it is the owner or licensee of any and all intellectual property rights subsisting in the TickX Products and the TickX Brand;
b. it has all rights, licences and permissions necessary in order for it to grant the licences to Approved Client under the Contract; and
c. the embedding of the TickX Products on the Show/Venue/Attraction Website and the use by End-Users of the TickX Products on the Show/Venue/Attraction Website will not infringe the intellectual property rights of any third party.
6.3 Approved Client hereby grants TickX a non-exclusive licence to use the Materials and the Show/Venue/Attraction Brand on the TickX Products on the Show/Venue/Attraction Website for the duration of the Contract, provided that such use is in accordance with the written guidelines and/or instructions provided by Approved Client to TickX.
6.4 TickX shall not sub-license, transfer or otherwise deal with the rights of use of the Materials or the Show/Venue/Attraction Brand granted under the Contract.
6.5 Each party shall promptly give notice in writing to the other if it becomes aware of:
a. any infringement or suspected infringement of the Show/Venue/Attraction Website, Materials or theShow/Venue/Attraction Brand; or
b. any claim that the Show/Venue/Attraction Website, the Materials or the Show/Venue/Attraction Brand infringes the rights of any third party.
6.6 Approved Client shall indemnify TickX against all liabilities, costs, expenses, damages and losses and all interest, penalties and reasonable legal costs and all other reasonable professional costs and expenses suffered or incurred by TickX arising directly out of any claim or proceedings brought against TickX by a third party that TickX’s use of the Materials or theShow/Venue/Attraction Brand on the TickX Products in accordance with terms of the Contract infringes the intellectual property rights of such third party, and for any use by Approved Client of the TickX Products other than in accordance with the terms of the Contract.
7. Confidentiality
7.1 Each party (Receiving Party) undertakes that it shall not at any time during the Contract, and for a period of three years thereafter, disclose to any person any confidential information (Confidential Information) concerning the business, affairs, customers, clients or suppliers of the other party (Disclosing Party), except as permitted by clause 7.2.
7.2 The Receiving Party may disclose the Confidential Information:
a. to its employees, affiliates, officers, representatives or advisers who need to know such information for the purposes of exercising the Receiving Party’s rights or carrying out its obligations under or in connection with the Contract. The Receiving Party shall ensure that its employees, affiliates, officers, representatives or advisers to whom it discloses the Disclosing Party Confidential Information comply with this clause 7; and
b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 Subject to clause 7.2, the Receiving Party shall not use the Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
7.4 This clause 7 shall survive termination of the Contract, however arising.
8. Limitation of liability
8.1 This clause 8 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party arising under or in connection with the Contract.
8.2 Except as expressly and specifically provided in the Contract, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.
8.3 Nothing in the Contract excludes the liability of eitherparty:
a. for death or personal injury caused by its negligence; or
b. for fraud or fraudulent misrepresentation.
8.4 Subject to clause 8.3:
a. TickX shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, restitution or otherwise for any loss of profits, loss of sales, loss of business, and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under the Contract; and
b. TickX’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the sum of £10,000.
8.5 TickX shall have no liability to the Approved Client for any acts or omissions of the Reseller or the Approved Client or of any third parties who access the TickX Products, including in relation to any prices set using the TickX Products.
9. Duration and termination
9.1 Subject to earlier termination in accordance with this clause 9 each Contract shall commence on the date of the Contract and shall continue until the earlier of:
9.1.1 the end of the term agreed between the Approved Client and the Reseller; and
9.1.2 the termination or expiry of the master services agreement entered into between the Reseller and TickX.
9.2 Without affecting any other right or remedy available to it, either party may terminate a Contract with immediate effect by giving written notice to the other party if:
a. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
b. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
c. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
9.3 Without affecting any other right or remedy available to it, TickX may terminate and/or suspend performance of any or all of its obligations under the Contract with immediate effect by giving written notice to Approved Client if:
a. any Reseller fails to pay any amount due to TickX in relation to the Approved Client’s use of the TickX Products on the due date for payment;
b. the Approved Client commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
c. Approved Client fails to comply with the TickX Products Display Requirements;
d. Approved Client breaches clauses 3.6 or 3.8; or
e. TickX is entitled to terminate or suspend its agreement with the Reseller;
f. TickX is unable to integrate the TickX Products with any Ticketing Provider system, or the system of the Reseller, the Approved Client, the venue, or any other third party, for the purpose of facilitating the sale of Tickets through the TickX Products.
10. Consequences of termination
10.1 On expiry or termination of the Contract for any reason:
a. all licences and benefits granted under the Contract shall immediately terminate;
b. each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party (including the ConfidentialInformation);
c. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
d. termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11. General
11.1 Data Protection. The parties acknowledge that:
a. the TickX Products will be used to process certain personal data in relation to which, for the purposes of the Data Protection Legislation, the Approved Client is the controller (End-User Personal Data); and
b. in relation to the End-User Personal Data:
(i) the Reseller acts as a processor on behalf of the Approved Client; and
(ii) TickX acts as a sub processor on behalf of the Reseller,
and accordingly TickX has entered into a legally binding written contract with the Reseller under which it has agreed to comply with certain obligations in its role as a sub processor.
11.2 Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (including, in the case of Approved Client, that any performance or performances of the Shows/Venues/Attractions are cancelled for any reason, the Ticketing Provider’s functionality and/or the Show/Venue/Attraction Website are unavailable for a period of more than two consecutive weeks). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.
11.3 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contractor by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.4 Severance. If any provision or part-provision of the Contract 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 the Contract.
11.5 Entire agreement.The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 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 the Contract.
11.6 Assignment and other dealings. Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the other party.
11.7 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
11.8 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.9 Third party rights. A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.10 Notices.
a. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address specified at the point of entering into this Contract.
b. Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am GMT on the second Business Day after posting or at the time recorded by the delivery service; or
(iii) if sent by email, at 9.00 am GMT on the next Business Day after transmission.
11.11 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England.
11.12 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
