TERMS AND CONDITIONS OF SERVICE AGREEMENT

 

 

THE PARTIES AGREE THAT:

1. APPOINTMENT

The Client appoints Ticket Joint as its exclusive agent for ticketing services for the Event in

accordance with this Agreement and the terms of the Proposal. The client will not appoint

any other person to provide ticketing services in respect of the Event.

2. TERM

The term of this Agreement begins on the day of submitting an event until thirty (30) days after the end of the Event.

3. TAKINGS

3.1 Ticket Joint will deal with the takings in accordance with its normal standard terms and conditions applicable to an event such as this Event but to the extent that the issue of takings is dealt with on Schedule 9, then in accordance with those terms. Client acknowledges that Ticket Joint’s normal practice is to pay the takings (after deduction of all of Ticket Joint’s service fees and charges and any other amounts owing to Ticket Joint by the Client) after the Event or after any issues involving refunds are resolved, whichever is the later.

3.2 No monies are paid to the Client prior to the event taking place. All monies due after

Ticket Joint’s fees and charges and any other amounts owing to Ticket Joint or

the Venue by the Client have been deducted will be paid to the Client the next

business day following the event. With respect to any Event which continues for

more than 5 days, Ticket Joint will pay Net Takings per its normal standard terms

and conditions.

 

4. INSTRUCTIONS

4.1 The Client acknowledges that it is responsible for all instructions it gives to

Ticket Joint. Written instructions must be provided by the Client to Ticket Joint at

least 7 working days prior to the date on which tickets for an Event are to go on sale

and shall contain the following information:

(a) the representatives of the Client who are authorised by the Client to make the

decision on its behalf concerning the staging of each performance and the

ticketing requirements for each performance or the Event;

(b) particulars of the Event, including the nature of the Event, the name of the Event, the participants, and the wording to be printed on the tickets (note, the space available on the tickets for any wording is currently limited to 6 lines of 26 characters each);

(c) details of the particular venue or venues at which the Event is to be held;

(d) the location of the Event within a venue if only part of the venue is to be use;

(e) the date and times of the Event and all the performances;

(f) ticket prices inclusive of a Booking Fee and Inside Charge set out in the

Proposal;

(g) the technical requirements of the participants, including the location of any

lighting, sound mixers and other structures and the location of the seats in the

venue which are not to be sold as a result;

(h) the number of zero priced tickets for an Event that are required by the Client

and their location in the venue;

(i) whether the Event is subject to any contingency, such as the weather;

(j) the refund policy for tickets for which are purchased but not used by the

patrons; and

(k) the seating capacity for the each Event, whether seating is general admission

or reserved seating and if reserved, the location of each particular type of seat

(for example, A Reserve, B Reserve);

4.2 The information provided by the Client to Ticket Joint pursuant to Clause 4.1(a) to

(k) shall be accurate and shall not breech any applicable law or authorisation. It

shall be a breach of this agreement if any of the information provided by the Client is

inaccurate or contravenes in any way in any applicable law or authorisations.

5. CHANGES TO THE EVENT

The Client may from time to time advise Ticket Joint of changes it desires to be made to the information provided to Ticket Joint in respect of an Event

Ticket Joint and the Client shall agree to any costs (if any) incurred in changing the information or altering the ticket system to enable the new information to be programmed and the time needed for Ticket Joint to effect such a change. The Client shall forthwith pay to Ticket Joint such costs if the Client requests Ticket Joint to make the changes.

6. CANCELLATIONS AND POSTPONEMENT OF EVENTS AND BOOKINGS

6.1 Client agrees to inform Ticket Joint, in writing, immediately it becomes aware that an Event is to be cancelled or postponed.

6.2 In the event of a cancellation or postponement of an Event, Ticket Joint shall undertake ticket refunds and/or ticket exchanges, as may be appropriate, on behalf of Client in respect of all tickets sold by Ticket Joint to that Event, on the following basis:

6.2.1 If an Event has been cancelled, Ticket Joint shall offer to refund the purchase price (minus our service fee) to ticket holders of all tickets purchased through Ticket Joint or its authorized agents; and

6.2.2 If an Event has been postponed, Ticket Joint shall, in its sole discretion and at the direction of a ticket holder, be entitled to EITHER refund the purchase price to the ticket holder of all tickets sold by Ticket Joint to the ticket holder to such Event OR issue a ticket at the same purchase price (if still available) for the Event on the date to which it has been postponed.

6.3 If Client does not provide Ticket Joint with written confirmation of an alternative date for a postponement within 48 (forty-eight) hours of any announcement by Client that an Event has been postponed or within such further period as may be agreed by Ticket Joint, Ticket Joint shall be entitled to deem such Event cancelled and will follow the procedure set out in Clause 6.2.1 above.

6.4 If a performance is cancelled, the amount due by Client to Ticket Joint as a cancellation fee, as referred to in Clause 9.2 below, shall be:

6.4.1 The full booking fees on all ticket sold at the time

6.4.2 The complimentary fee on all complimentary tickets issued

6.4.3 The inventory administration fee (if applicable)

6.4.4 The bank charges as stipulated in Clause 9.1 below

6.4.7 All other accumulated charges and fees if applicable.

6.5 Should Ticket Joint require Client to furnish a guarantee satisfactory to Ticket Joint, covering any sums which Client may owe to Ticket Joint as a result of ticket refunds, exchanges or reinstatements due to the cancellation or postponement of any Event, Client shall do so immediately and Ticket Joint shall not be obliged to do any ticket refunds, exchanges or reinstatements prior to such guarantee being furnished by Client.

6.6 It is acknowledged that, in terms of the provisions of section 17 of the CPA, a consumer has the right to cancel any advanced booking or reservation subject to a reasonable charge for cancellation, depending on the circumstances.  Ticket Joint shall be entitled to refund ticket holders in respect of cancellation of advance bookings or reservations by ticket holders and to levy a reasonable cancellation fee in relation thereto.  Unless specifically instructed by Client to the contrary, Ticket Joint shall be entitled to refund the ticket holder in accordance with Ticket Joint’s standard refund policy or as may be agreed upon with the relevant ticket holder from time to time.  Ticket Joint shall be entitled to a cancellation fee as stipulated in clause 6.4 above in relation to a cancellation by a ticket holder, unless Ticket Joint is able to on-sell the cancelled ticket.

7. TICKETS

7.1 The Client shall honour or cause to be honoured all Tickets sold or issued by Ticket Joint on behalf of the Client in connection with an Event.

7.2 The Client acknowledges that Ticket Joint does not guarantee that any minimum or

fixed number of tickets will be sold for any Event.

7.3 If the Client desires that special conditions will apply for the sale of tickets for the Event or the entry or admission of persons to an Event, the Client will advise Ticket Joint as soon as possible and will agree upon those special conditions with Ticket Joint not less than [3] business days prior to the date on which tickets are to be first offered for sale by Ticket Joint. Any additional expenses incurred by Ticket Joint as a result of any special conditions will be paid for by the Client.

7.4 The Client shall ensure that all advertisements for the Event shall display the name of Ticket Joint, the current logo of Ticket Joint and the central telephone numbers of Ticket Joint, and, where possible, the address of all relevant Ticket Joint retail outlets where tickets for the Event may be purchased. Ticket Joint must provide up-to-date information and material necessary to allow the Client to carry out its obligations under this clause.

7.5 Ticket Joint may advertise or sell advertising to be placed on the reverse side of tickets or ticket wallets where that ticket or ticket wallet is being supplied by Ticket Joint. Any such advertising shall be solely at the discretion of Ticket Joint, but Ticket Joint agrees that it will use it’s reasonable endeavours to ensure that the advertiser and advertising, shall not directly or indirectly, be in competition with the Client or the Event.

8. TICKET ALLOCATIONS

8.1 Ticket  Inventory:  Client  is  solely  responsible  for  accurately  maintaining  the  number  of Tickets  available  for  sale  through  the  Ticket Joint System.  Ticket Joint  shall  not  be  responsible  in  any  way  for  over-selling  an  Event  (e.g.  selling  Tickets in  excess  of  the  Venue’s  capacity  or  in  excess  of  the  number  of  Tickets  client intended  to allocate  to  the  Ticket Joint System).  Client  agrees  to  reimburse  Ticket Joint  for  any  and  all  costs,  expenses  and  losses  incurred  by  Ticket Joint due  to  over-selling  an  Event,  and  Ticket Joint  shall  be  entitled  to  deduct  such amounts  from  Settlements.

8.2 Sales:  Client  understands  and  agrees  that Ticket Joint  will  handle   advance ticket  sales  for  Client’s  event.    Ticket  sales  through  Ticket Joint  will  stop  24 hours  prior  to  event  unless  Ticket Joint  is  contracted  to  provide  on-site  ticket selling.    Client  is  solely  responsible  for  any  and  all  ticket  sales  and  logistics  day  of  event  at event  venue;  unless  otherwise  contracted  with  Ticket Joint.

8.3 Consignment Tickets:  Client may request tickets from Ticket Joint to be sold by Client. These tickets will be checked out to Client. Unsold  consignment  tickets must  be  turned  back  in  along  with  payment  for  consignment  tickets  not  returned;  these are  due  by  end  of  business  day  2  business  days  following  the  end  of  Client  event.

Comp Tickets/Vouchers:  Client  may request  tickets  with  a  R0.00  face  value  issued  as  comp  tickets.   The per ticket fee still applies per ticket issued.

9. TICKET JOINT CHARGES

(PAID BY Client)

Client shall pay the following charges:

9.1  Cancellations:  Client  shall  pay  to  Ticket Joint  a  cancellation  fee if  Event  is  cancelled  for  any  reason.  Ticket Joint  will  issue  a  cancellation  notice to  all  ticket  buyers  via  email  and  will  refund  the  full  purchase  price  of  the  tickets.  Client  will be  charged  all  ticket  fees,  delivery  fees,  and  order  fees,  plus  5%  of  total  amount refunded.  Cancellation fees will be automatically charged by Ticket Joint.

REFUND & EXCHANGE POLICY: Ticket Joint  has  a  no  refund  and  no exchange  policy  on  all  tickets  that  it  sells.    THIS IS NOT NEGOTIABLE.   Ticket Joint  will  not  exchange  or  refund  any  ticket  purchased  except  in  the  case  of  the cancellation  of  an  event  by  Client. Please be sure to include in your marketing and publicity materials this important information.

SERVICE FEES (PAID BY BUYER)

9.2 ONLINE & PHONE ORDERS: A convenience fee will apply  to  each  ticket  purchased online  or  over  the  phone  by  buyer.

9.3  Bank Charges Fee: MasterCard,  and  VISA  credit  &  debit  will be  accepted  online  and  at  the  box  office  for  the  sale  of  the  Client’s  tickets;  buyer  will  be charged  3.9 %  transaction fee. This fee is charged by the secure payment gateway we use.

10. TERMINATION AND DEFAULT

10.1 Subject to clause 10.2, if the Client breaches this agreement and such breach is not remedied within five business days after having received notice in writing thereof from Ticket Joint, Ticket Joint may terminate this agreement.

10.2 If the Client breaches this agreement and such breach is incapable of being remedied, Ticket Joint may terminate this agreement immediately by giving the Client notice in writing.

10.3 If the Client suffers an insolvency event, enters into an arrangement with its creditors, ceases trading or does anything with equivalent economic effect to the foregoing then Ticket Joint shall be entitled to terminate this agreement Immediately by giving the Client notice in writing.

11. LIMITATION OF LIABILITY

11.1 Client shall be solely responsible for any liability arising from or in connection with the Events to which the Services relate and neither Ticket Joint nor any of its employees or agents shall have any liability in respect thereof, save as provided for in this Agreement.  Client hereby irrevocably and unconditionally indemnifies Ticket Joint, its employees and agents against all claims, of whatsoever nature, arising from or connected with any Event or the provision of any of the Services by Ticket Joint pursuant to this Agreement.

11.2 Client undertakes to comply with all applicable laws and legal requirements in regard to the staging of Event(s) and in regard to or in connection with the sale of the tickets to such Events, warrants to Ticket Joint that no third party’s rights in connection with such Event(s) will be infringed, and Client hereby irrevocably and unconditionally indemnifies Ticket Joint against any loss, claim or liability, of whatsoever nature, arising from a breach of this undertaking or warranty.

11.3 Ticket Joint shall not be liable to Client or anyone else in respect of any claim, loss or damages, of whatsoever nature, arising from or in connection with the Services provided by Ticket Joint in terms of this Agreement and Client hereby irrevocably and unconditionally indemnifies Ticket Joint in respect of any such claim by a third party.

11.4 Ticket Joint shall not be liable to Client for any interruption or breakdown in any or all of the Services from whatsoever cause arising, including but not limited to:

11.4.1 Any breakdown in a service provided by electricity service providers;

11.4.2 Any failure in or unavailability of the connectivity services provided by any Internet Service Provider to Ticket Joint’s computers;

11.4.3 A temporary suspension in the operation of Ticket Joint’s network, its web-site or Call Centre Services, or any part thereof, for purposes of repair, maintenance or improvement, provided that Ticket Joint shall give notice thereof to Client as soon as it is reasonably practicable in the circumstances to do so and Ticket Joint shall restore the operation of Ticket Joint’s network as soon as it is reasonable possible to do so; and

11.4.4 Any cause whatsoever beyond the control of Ticket Joint.

11.5 Ticket Joint shall not be liable to Client or anyone else in respect of any ticket that purports to be a Ticket Joint ticket that is not sold through an official Ticket Joint outlet and/or an official Ticket Joint agent.

11.6 Ticket Joint shall be entitled to display a prominent notice at all its outlets setting out the terms and conditions on which tickets are sold by Ticket Joint from time to time.

11.7 Client shall be obliged, unless Ticket Joint agrees to the contrary in writing, to bring to the attention of ticket purchasers its conditions relating to refunds, exchanges and reinstatements and Ticket Joint will not in any circumstances be liable to any ticket holder for any loss, of whatsoever nature, that the ticket holder may suffer as a result of any postponement or cancellation of an Event, howsoever arising.

11.8 In regard to the formatting of tickets, security features in the tickets and the design and the printing to be superimposed on tickets on issue, Ticket Joint undertakes to take such precautions as in its sole discretion it considers to be reasonable to guard against forgery and/or abuse resulting in unauthorized access, or attempted access, to an Event by persons holding apparently valid tickets which in fact are not properly issued. Ticket Joint further reserves to itself the right to alter the formatting, design and security features of tickets in its discretion. This sub-Clause does not derogate from the limitation of liability in Clause 11.9 below.

11.9 Without limiting the generality of the aforegoing, Ticket Joint shall not be liable under any circumstances, for any indirect, consequential or special loss or damages suffered by Client or any other person arising from this Agreement, and Client hereby irrevocably and unconditionally indemnifies and holds Ticket Joint harmless against any claim in connection with, or arising therefrom.

11.10 Client provides the indemnities, and agrees to the other limitations of liability, in this Clause 11 subject to there having been no gross negligence or wilful malfeasance on the part of Ticket Joint in rendering any of the Services.

 12. REPRESENTATIONS & WARRANTIES

The client represents and warrants to Ticket Joint that it is capable of granting the rights to Ticket Joint necessary for Ticket Joint to lawfully provide the ticketing services to the Client and in particular that:

12.1 The Client has fully documented and signed arrangements in place for the use of the venue and all other arrangements in connection with the Event;

12.2 The Client has all necessary permits and permissions to conduct the Event;

12.3 Ticket Joint is appointed as sole and exclusive ticketing agent.

13. PRIVACY AND CONFIDENTIALITY

Each party acknowledges:

13.1 Its obligations under the Privacy Act and that it will abide by these;

13.2 That it will keep confidential all information of a confidential nature including the volume and pace of sales provided by the other party and use it only for the purpose for which it has been provided; and

13.3 That all databases of Ticket Joint regarding the Event or otherwise (existing or to be established) and their contents are the property of Ticket Joint unless and to the extent otherwise agreed between the parties in writing.

13.4 Client agrees that, to the extent that any information is gathered relating to a purchaser of tickets through the agency of Ticket Joint, including but not limited to the ticket purchaser’s identity, telephone numbers, address or any other contact details or banking details, Client shall not under any circumstances use the information for any purpose other than that purpose for which the information was given by the ticket purchaser and shall also not sell, disclose or transfer the said information to any third party for whatever reason without the prior written consent of the ticket purchaser.

14. RELATIONSHIP WITH THE PARTIES

14.1 This agreement, including the Proposal, constitutes the entire agreement of the parties as to its subject matter.

14.2 The parties acknowledge that there is no other understanding, agreement, warranties, representation or indemnity, whether expressed or implied or whether given or reached prior to or at the same time as this agreement, in any way relating to these provisions or any of the matters to which this agreement relates, other than any warranty implied by statute the operation of which cannot be excluded.

14.3 The parties agree that they are not intending to form any partnership or other relationship other than the appointment of Ticket Joint as independent contractor and service provider to the Client. Neither party may bind the other.

15. GOVERNING LAW

This agreement shall be governed by the laws of Republic of South Africa and the parties

Hereby submit to the non-exclusive jurisdiction of the South African Courts.

16. PERSONAL PROPERTY SECURITIES

16.1 Without limiting anything else in this agreement the Client acknowledges that this agreement creates, in favour of Ticket Joint, a security interest in all of the Ticket Joint property, including without prejudice to the generality of the foregoing any equipment, ticket systems, ticket stock, ticket wallets and all other equipment and materials of Ticket Joint and all proceeds in relation to the same.

16.2 The Client undertakes to:

(a) promptly do all things, sign any further documents and/or provide any information which Ticket Joint may reasonably require to enable Ticket Joint to perfect and maintain the perfection of its security interests (including by registration of a financing statement);

(b) give Ticket Joint (addressed to the Events manager or equivalent) not less than 14 days prior written notice of any proposed change in the Client’s name and/or any other change in the Client’s details (including, but not limited to, changes in the Client’s address, email address, trading name or business practice).

16.3 The Client waives its right to receive a verification statement relating to any security interest created by this Agreement.

17. ADVERTISING AND PROMOTION

17.1 A Ticket Joint call to action must be included in all advertising for events. Ticket Joint’s Call Centre number for General Events +27820776393

URL as www.ticketJoint.co.za

17.2 Ticket Joint logos must be approved prior to use.

18. Reports and Settlement

18.1 Access: Ticket Joint shall grant  Client  access  to  all  Event  sales  reports,  audits,  and  patron  data  through ticketing  website  and  a  Provider-issued  security  password.

18.2 Data: Ticket Joint shall grant Client ownership  exclusive  rights  to  patron  data  collected  through  online  and charge-by-phone  ticket  sales  to  all  of  Client’s  events.

18.3 Settlement: Ticket Joint  shall  issue  a  settlement to client  for  all  tickets sold  for  client’s  event  within  5 business  days  of  the  Event  Date  listed  on  page  one  of  this agreement.  The  settlement will  be  less  any  monies  due to Ticket Joint per  Section  9 of  this  agreement.