The following definitions and rules of interpretation apply in these general terms and conditions.
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Citizen Ticket means Citizen Ticket Limited, a company registered in Scotland with company number SC454982 and whose registered office is at 63 Dublin Street, Edinburgh, EH3 6NS.
Organiser means the creator of this organiser account otherwise known as '' and any persons acting on their behalf.
End Customer means any individuals that purchase tickets from the Platform.
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications 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.
Platform means the Citizen Ticket website available at www.citizenticket.co.uk and its mobile applications.
Terms means the contractual provisions contained within these general terms and conditions and the front sheet.
Ticketing Services means the sale of tickets for the Event to End Customers via the Platform.
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its successors and permitted assigns.
1.2.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.5 A reference to writing or written includes email.
1.2.6 These Terms shall consist of the front sheet and these general terms and conditions terms. In the event of a conflict the provisions in the front sheet will take precedence.
2.1 The Organiser hereby appoints Citizen Ticket from the execution of these terms until the Termination Date (unless terminated earlier in accordance with clauses 13 and 14) to provide the Ticketing Services for the Event in accordance with these Terms.
2.2 These Terms apply to the exclusion of any other terms that either party seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. OUR OBLIGATIONS
3.1 Upon execution of these Terms, Citizen Ticket will provide the Organiser with a username and password for access to its Platform, subject to its User Terms and Conditions (a copy of which are annexed to these terms), to list the Event and make available to the public the Number of Tickets for sale.
3.2 Upon the Organiser listing of the Event on the Platform, Citizen Ticket shall make available for sale to End Customers, the Number of Tickets for the Event for the Ticket Sale Period.
3.3 Once the Event is live on the Platform, Citizen Ticket will:
3.3.1 facilitate the purchasing of tickets by End Customers via its Platform;
3.3.2 issue tickets in accordance with clause 3.4;
3.3.3 remit monies received from ticket sales to the Organiser in accordance with clause 6; and
3.3.4 only make available for purchase the Number of Tickets at the price set by the Organiser (unless a different number of tickets are agreed in writing with the Organiser).
3.4 Citizen Ticket shall issue tickets to End Customers in accordance with its end user terms and conditions (available at citizenticket.co.uk).
3.5 In the event a Organiser requests that Citizen Ticket provides the End Customer with paper tickets the following terms will apply:
3.5.1 Citizen Ticket shall be entitled to charge the End Customer its reasonable postage fees to send the tickets to the End Customer via registered post; and
3.5.2 The final day Citizen Ticket is able to provide paper tickets to an End Customer is 5 working days before the Event Date, after which date only e-tickets will be available for purchase.
4. ORGANISER OBLIGATIONS
The Organiser shall:
4.1 co-operate with Citizen Ticket and provide timely instructions in relation to the sale of tickets for the Event;
4.2 provide access to its data and information as may reasonably be requested by Citizen Ticket and agreed with the Organiser in advance, for the purposes of providing Ticketing Services and in accordance with clause 9;
4.3 ensure that all information uploaded on to the Platform is up to date, error free, accurate and complete; and
4.4 comply with any additional terms and conditions that Citizen Ticket may specify for the provision of Additional Services.
5. REFUNDS, EVENT CANCELLATION OR POSTPONEMENT
5.1 Citizen Ticket will not offer End Customers refunds for tickets purchased via the Platform unless authorised to do so by the Organiser or unless the Event is cancelled or postponed in which case the provisions of clause 5.2 will apply.
5.2 If the Organiser decides to cancel or postpone the Event prior to the Event Date, upon receiving the Organiser's written instructions to do so, Citizen Ticket shall process End Organiser's refunds within 14 days of receiving the instruction to do so. The Organiser shall pay Citizen Ticket's reasonable costs in processing any necessary refunds pursuant to this clause 5.2.
5.3 In the event, the Organiser refuses entry to the Event to any End Customer, it shall be at the Organiser's sole discretion as to whether any refund shall be issued and will issue any refund directly to the End Customer. The Organiser shall indemnify Citizen Ticket for any lost Charges as a result of such refund.
6. CHARGES AND PAYMENT
6.1 In consideration for providing the Ticketing Services, the Organiser shall pay Citizen Ticket the The Organiser permits Citizen Ticket to deduct the Charges from the price of the ticket sold to the End Customer (minus any Booking Fee) prior to remitting to the Organiser the remaining monies.
6.2 Citizen Ticket shall remit the remaining monies to the Organiser within 5 working days after the Event to the bank account that the Organiser nominates to Citizen Ticket and as specified on the front sheet.
6.3 All amounts payable by the Organiser under these terms are inclusive of amounts in respect of valued added tax chargeable from time to time (VAT).
6.4 Citizen Ticket shall maintain complete and accurate records of the number of Tickets sold via the Platform. The Organiser may log on to the Platform at any time and view the number of tickets sold except where Citizen Ticket have informed the Organiser of platform downtime and in accordance with Clause 7.1 of these Terms.
6.5 Citizen Ticket shall take all reasonable precautions against chargebacks by incorporating anti-fraud checks and screening procedures during ticket sales. However, in the event of a chargeback, the Organiser shall indemnify Citizen Ticket against any claims, losses, fees, or charges incurred as a result of the chargebacks. If requested, Citizen Ticket shall provide reasonable assistance to the Organiser (at the Organiser's cost) in challenging any chargeback claims.
7. USE OF THE PLATFORM
7.1 Our Platform is provided 'as is' without any warranties of any kind including in relation to its performance, reliability or uptime. On occasions, Citizen Ticket may receive interrupted service or suffer technical errors due to factors outside of its control.
7.2 Citizen Ticket will work to rectify any known errors materially affecting the Platform within a reasonable timeframe. If the Organiser encounters any error on the Platform it should contact Citizen Ticket's helpdesk via email at firstname.lastname@example.org.
7.3 Citizen Ticket will provide the Organiser reasonable technical support for the use of its Platform between the hours of 9:30am and 5:30pm each day (including weekends and bank holidays) only.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All Intellectual Property Rights in or arising out of or in connection with the Platform shall be owned by Citizen Ticket. Use of the Platform by the Organiser in the provision of the Ticketing Services shall not grant the Organiser any ownership rights in the Platform.
8.2 The Organiser grants to Citizen Ticket, or shall procure the direct grant to Citizen Ticket of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this agreement to use the Organiser's marks, logos or other Organiser materials on the Platform for the purposes of providing the Ticketing Services..
8.3 Citizen Ticket grants the Organiser a fully paid-up, non-exclusive, royalty-free non-transferable licence to use the Citizen Ticket logo on its advertising and promotional materials for the Event as set out below:
8.3.1 on any website owned or operated by the Organiser for the promotion of the Event;
8.3.2 any email newsletters sent to the Organiser's End Customers;
8.3.3 any printed materials or posters promoting the Event; and
8.3.4 the printed programme for the Event.
8.4 Neither party shall use the other party's Intellectual Property Rights in any way which denigrates, devalues or harms the reputation of the other party.
9. DATA PROTECTION
9.1 In this clause:
"Data Protection Laws" means the DPA 1998 ("DPA") and any other data protection laws and regulations applicable in the UK (including, when applicable, the General Data Protection Regulation 2016 and any implementing legislation and regulation) and any codes of practice, guidelines and recommendations issued by the Information Commissioner or any replacement body.
"Information Commissioner" has the meaning given in the DPA.
"Personal Data" has the meaning given in the DPA.
"Subject Access Request" means any request from a data subject concerning his or her Personal Data pursuant to the Data Protection Laws.
9.2 If, in the course of providing the Ticketing Services, Citizen Ticket processes Personal Data on behalf of the Organiser, the provisions of this clause shall apply.
9.3 Citizen Ticket shall comply with the requirements of the Data Protection Laws in respect of the activities which are the subject of these terms and shall not knowingly do anything or permit anything to be done which might lead to a breach by the Organiser of the Data Protection Laws.
9.4 Citizen Ticket shall only process Personal Data in accordance with these Terms and the Organiser's instructions from time to time and shall not process Personal Data for any other purpose.
9.5 Citizen Ticket shall:
9.5.1 deal promptly and properly with all enquiries from the Organiser relating to the processing of Personal Data and promptly comply with any request from the Organiser requiring Citizen Ticket to amend, transfer, delete or return Personal Data and, if requested, to certify that this has been done;
9.5.2 co-operate with the Information Commissioner in the course of all of its enquiries and abide by the advice of the Information Commissioner with regard to the processing of Personal Data;
9.5.3 not transfer Personal Data to a country or territory outside the European Economic Area without the Organiser's prior written consent; and
9.5.4 at the Organiser's request, provide to the Organiser a copy of all Personal Data held by Citizen Ticket in the format and on the media reasonably specified by the Organiser.
9.6 Citizen Ticket shall have in place, and shall maintain throughout the term, all appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to, Personal Data.
9.7 Citizen Ticket shall put in place appropriate procedures and guidelines in relation to the processing of Personal Data and shall ensure that its personnel are aware of and are trained in such procedures and guidelines and comply with them.
9.8 Citizen Ticket shall notify the Organiser of:
9.8.1 any unauthorised or unlawful processing, loss of, damage to or destruction of Personal Data including any disclosure or accidental or unauthorised access, as well as the known facts as regards the above mentioned disclosure or use;
9.8.2 any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data or to either party's compliance with the Data Protection Laws in relation to the Services;
9.8.3 any request for disclosure of Personal Data by a law enforcement authority; and
9.8.4 any Subject Access Request.
9.9 Citizen Ticket shall provide the Organiser with full co-operation and assistance in relation to any Subject Access Request, complaint, notice or communication and shall not respond to a data subject, third party or their advisors unless the Organiser has instructed Citizen Ticket to do so.
9.10 The Organiser may request a written description of the technical methods employed by Citizen Ticket referred to in this clause and Citizen Ticket shall supply the written particulars within no more than ten Business Days of the Organiser's request.
10. ADDITIONAL SERVICES
10.1 Any Additional Services provided by Citizen Ticket shall be subject to an additional charge to be agreed between the parties and included in the front sheet.
10.2 Citizen Ticket shall provide any Additional Services in accordance with these Terms and shall provide the Additional Services:
10.2.1 with a reasonable level of care, skill and diligence; and
10.2.2 in accordance with the Organiser's instructions.
11. LIABILITY AND INDEMNITY
11.1 Each party shall indemnify the other party against all liabilities, costs, expenses, damages and losses suffered or incurred by the other party arising out of or in connection with any claim made against a party for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the use of the other party's Intellectual Property Rights in accordance with these Terms
11.2 The Organiser shall indemnify Citizen Ticket against all liabilities, costs, expenses, damages and losses suffered or incurred by Citizen Ticket arising out of or in connection with any claim made against Citizen Ticket by a third party for death, personal injury or damage to property arising out of, or in connection with the Event.
11.3 Nothing in these Terms shall limit or exclude Citizen Ticket's or the Organiser's liability for:
11.3.1 death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
11.3.2 fraud or fraudulent misrepresentation;
11.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) any other liability which cannot be limited or excluded by applicable law.
11.4 Neither party to these Terms shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with these Terms.
11.5 This clause 11 shall survive termination of these Terms.
12.1 Each party undertakes that it shall not at any time during these Terms and for a period of [five] years after termination of these Terms disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party's confidential information:
12.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under these terms. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information must comply with this clause 12; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under these Terms.
13.1 Without affecting any other right or remedy available to it, either party may terminate these terms with immediate effect by giving written notice to the other party if:
13.1.1 the other party commits a material breach of any term of these Terms 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;
13.1.2 the other party breaches clause 8.4;
13.1.3 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
13.1.4 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.
14. CONSEQUENCES OF TERMINATION
14.1 On termination of these Terms, Citizen Ticket shall immediately remove the listing for the Event from its Platform and the Organiser shall immediately remove any reference to Citizen Ticket in relation to the Event.
14.2 Termination or expiry of these terms shall not affect the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the terms which existed at or before the date of termination or expiry.
15. FORCE MAJEURE
Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for  weeks or  days prior to the Event the party not affected may terminate this agreement by giving  days' written notice to the affected party.
16.1 Assignment and other dealings.
Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms without the prior written consent of the other party.
16.2.1 Any notice or other communication given to a party under or in connection with these Terms shall be in writing and shall be 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 sent by email to the address specified on the front sheet.
16.2.2 A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting; if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 2.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
16.2.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
16.3 If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
16.4 A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
16.5 No partnership or agency. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
16.6 Entire agreement. These Terms constitute 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.
16.7 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
16.8 Except as set out in these Terms, no variation of these Terms, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
16.9 Governing law. These Terms 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 and Wales.
16.10 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.