TICKET SALES AGENCY AGREEMENT 2007 (“Agreement”)
DATED
PARTIES
(1)
“VIEWLONDON”: ViewLondon
Limited of Calgarth House, First Floor, 39-41 Bank Street, Ashford, Kent. TN23 1DQ
(2)
“PROMOTER”: [ ]
of
[ ]
BACKGROUND
(A)
The Promoter operates or promotes a nightclub or
nightclubs and sells advance tickets for its customers.
(B)
ViewLondon wishes to enter into an agency arrangement
with the Promoter whereby ViewLondon promotes the Promoter on ViewLondon’s
website (or that of its agents) or elsewhere and facilitates the sale of
tickets, all on the Promoter’s behalf.
1.
INTERPRETATIONS
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“Booking”
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means
where a Customer makes a Booking with ViewLondon for a Night;
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“Administration
Process”
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means
the administration process as set out in Schedule 1;
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“Commission”
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means
the remuneration to be paid to ViewLondon in accordance with Schedule 2 and
the provisions of this Agreement;
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“Customer”
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means
any customer who makes a Booking for a Night provided by the Promoter;
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“Fee”
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the
fee for the Night as set out in Schedule 2 or as otherwise agreed between the
parties;
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“Night”
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means
the provision of a club night by the Promoter;
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"Promoter
Terms and Conditions"
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means
any terms and conditions imposed by the Promoter;
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"Ticket"
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means
a ticket purchased by a Customer for a Night;
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"ViewLondon's
Booking Terms"
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means
ViewLondon's terms and conditions imposed on Customers by ViewLondon in
respect of Bookings;
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“Website”
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the
website at www.viewlondon.co.uk or
as changed by ViewLondon from time to time.
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2.
appointment
2.1.
The Promoter appoints ViewLondon as an exclusive
agent to promote and arrange Bookings for the Nights using the Website and by
any other means ViewLondon deem to be appropriate. The Promoter agrees that
they shall not under any circumstances use any other providers either directly
or indirectly, for the sale of tickets using the internet or mobile
telecommunications for the duration of this Agreement.
2.2.
ViewLondon agrees to promote Nights and
facilitate Bookings subject to the terms and conditions of this Agreement and
in consideration of the Commission.
2.3.
The Promoter agrees that in consideration of
having its Nights promoted and having Bookings arranged on its behalf, it is
subject to the terms and conditions of this Agreement.
3.1.
ViewLondon will at its discretion promote the Nights
on their Website and in any other ways they deem appropriate.
3.2.
ViewLondon will allow Customers to make Bookings
for Nights through them subject to ViewLondon's Booking Terms and where
appropriate the Promoter's Terms and Conditions.
3.3.
ViewLondon provides no guarantee or warranty of
any kind as to the promotion of the Nights or the number of Bookings it will make.
3.4.
Subject to clause 3.5 the Promoter agrees to
provide the Nights to the Customers strictly in accordance with all Bookings
made by the Customers. If the Promoter fails to provide a Night or Nights in
accordance with a Booking or otherwise then they shall, without prejudice to
any other rights or remedies of ViewLondon or the Customer, reimburse
ViewLondon all amounts paid in respect of such Night or Nights.
3.6.
It shall be the responsibility of the Promoter
to provide the Promoter Terms and Conditions to ViewLondon in advance of any
Booking. In the event that they are not made available to ViewLondon in
advance of a Booking the Promoter shall be unable to rely on any of Promoter’s Terms
and Conditions.
4.
Promoter obligations
4.1.
The Promoter agrees to comply with the Administration
Process and to only use the website in accordance with the Administration
Process or as otherwise instructed by ViewLondon.
4.2.
The Promoter shall keep ViewLondon fully
informed of any feedback in relation to the Administration Process or ViewLondon
generally and whether positive or negative.
4.3.
The Nigthclub shall ensure that the information
that they provide in relation to the Promoter and the Night is accurate,
complete and not misleading.
4.4.
The Promoter shall comply with all lawful and
reasonable instructions of ViewLondon.
4.5.
The Nigthclub shall ensure that it employs
sufficient staff to enable them to comply with the terms of this Agreement.
4.6.
The Promoter will do nothing which may damage
the reputation of ViewLondon.
4.7.
The Promoter will ensure that at least [ ]
Nights are made available in any given month (commencing on the date of this
Agreement) and that at least [ ] Tickets are available in respect of each
Night for ViewLondon and their Customers (and/or their agent’s customers).
4.8.
The Promoter shall ensure that the staff working
on the door of the Promoter have full information about the Tickets for the
relevant Night to enable them to allow access to the Promoter for the
Customers.
4.9.
If a Night has sold out the Promoter must ensure
that it is closed out on the Website to ensure that no further Tickets can be
sold following such closure. If any Tickets are sold following closure the Promoter
shall be obliged to honour such Tickets and allow access to the Night to the
Customer as if there had been no such closure as it is the responsibility of
the Promoter to control closures of Nights.
4.10.
The Promoter shall delete and not copy or store
information about the Customers which they receive in relation to the Bookings
and the Customers and shall only use such information strictly in order to
allow entry to the Night for which the Booking was made.
5.
FINANCIAL PROVISIONS
5.1.
If a Customer makes a Booking for a Night
ViewLondon shall take payment from the Customer of the Fee. At the end of each
month ViewLondon will send the Promoter a statement setting out how many Customers
have purchased Tickets for the Promoter and the amount of the Fee owing to the Promoter
and the amount of commission owing to ViewLondon. Following receipt of such a
statement the Promoter will issue an invoice to ViewLondon in relation to the
Fee and ViewLondon shall pay such invoice within four weeks of the date of the
invoice.
5.2.
If the parties disagree with the level of Fees
they shall hold a meeting with accountants present if necessary and shall use their
best endeavours to try to resolve the dispute. Until such dispute has been
resolved between the parties ViewLondon shall not make payment of any Fees to
the Promoter.
5.3.
VAT shall be charged at its standard rates from
time to time in force.
5.4.
Promoters/venues who are VAT registered are required to send proof in the form of a copy of the VAT certificate. Failure to supply this will result in any payments due being withheld.
6.1.
The Promoter grants ViewLondon a licence to use
all materials that it provides to ViewLondon in relation to the Nights for the
promotion of the Nights on the Website and in other ways that ViewLondon deem
to be appropriate.
6.2.
ViewLondon may modify or adapt such materials as
they deem appropriate for the purposes of promoting the Nights.
6.3.
The Promoter agrees that all information
supplied to ViewLondon in relation to Nights and otherwise shall be accurate
and up to date.
6.4.
The Promoter warrants that it owns all
intellectual property rights in any materials it supplies to ViewLondon and
that any use of such materials by ViewLondon shall not infringe the intellectual
property rights of any third party. For the purpose of this clause 6,
intellectual property rights shall include but not be limited to copyright,
trade marks (registered or unregistered), brand, design rights, database
rights, patents or confidential information. The Promoter agrees to indemnify
ViewLondon for any losses, expenses, claims, damages or liabilities that
ViewLondon may suffer as a result of any use of the materials it supplies to
ViewLondon.
7.
LIABILITY AND INDEMNITY
7.1.
ViewLondon shall not be liable to the Promoter
for any indirect or consequential loss or for any loss of profit, savings, use
of money, business, goodwill or reputation whether such losses are direct or
indirect.
7.2.
Nothing in this Agreement shall limit
ViewLondon’s liability for death or personal injury caused by their negligence.
7.3.
To the extent ViewLondon have any liability to
the Promoter under this Agreement it shall be limited to the Commission payable
to ViewLondon in relation to the Nights to which the liability relates.
7.4.
ViewLondon shall not carry out any checks in
relation to the Customers and shall in no way be responsible or liable for
their acts or omissions. The Promoter shall accept all risks in relation to the
Customers.
7.6.
The Promoter shall maintain adequate insurance
in relation to the Nights to protect them in the event of any losses in
relation to Clause 7.5 or any other part of this Agreement.
8.
DURATION AND TERMINATION
8.1.
The Promoter may terminate this Agreement at any
time during the first two months of this Agreement (“the Test Phase” starting
on the date of this Agreement) by giving ViewLondon 1 week’s written notice to
terminate. After the Test Phase the Agreement will (subject to clause 8.2)
continue for a minimum period of 10 months and can only be terminated by the
Promoter by giving ViewLondon 3 month’s written notice not to expire until the
expiry of such 10 month period. Thereafter the Agreement will (subject to
clause 8.2) continue indefinitely until terminated by the Promoter by giving
ViewLondon 3 month’s written notice.
8.2.
ViewLondon may terminate this Agreement at any
time by giving the Promoter 1 week’s written notice during the Test Phase and 1
month’s written notice thereafter.
8.4.
Either party may terminate this Agreement with
immediate effect if the other passes a resolution for winding up (other than
for a solvent reconstruction) or if the court shall make an order to that
effect or if the other ceases or threatens to cease trading or if the other
becomes or is declared insolvent or convenes a meeting of or makes or proposes
to make any arrangement for composition with its creditors or if a liquidator,
receiver, administrator, administrative receiver, trustee or similar officer is
appointed over the assets of the other.
8.5.
The termination of this Agreement shall be
without prejudice to any other right or remedy of either party in respect of
the breach concerned (if any) or any other breach.
8.6.
Termination, however caused shall not affect any
Bookings made prior to termination and the Promoter shall provide the Nights
for the Customer in respect of all such Bookings.
9.
GENERAL
9.1.
Any waiver by either party of a breach of any
provision of this Agreement shall not be considered as a waiver of any
subsequent breach of the same or any other provision.
9.2.
This Agreement constitutes the entire agreement
between the Promoter and ViewLondon and supersedes any prior written or oral
agreement in relation to its subject matter and the parties confirm that they
have not entered into this Agreement on the basis of any representation that is
not expressly incorporated into this Agreement. This Agreement shall not be
capable of being varied nor any of its terms waived otherwise than by writing,
signed by a duly authorised officer of the Promoter and by ViewLondon.
9.3.
Each provision of this Agreement is independent
and severable from the remaining provisions and enforceable accordingly. If
any provision of this Agreement is unenforceable for any reason but would be
enforceable if part of the wording of the provision was deleted, it shall apply
with such deletions as may be necessary to make it enforceable.
9.4.
This Agreement shall be governed by and
construed in accordance with the laws of England and Wales and the parties
agree to submit to the exclusive jurisdiction of the English Courts.
9.5.
Any notice given under this Agreement shall be
in writing and shall be either delivered personally or sent by first class mail
post prepaid to the address of the party at the head of this Agreement or such
other address as the parties may notify each other in writing from time to
time, or sent by fax. Such notice shall take effect if personally delivered or
sent by email on the normal working day (Monday to Fridays excluding public
holidays) of delivery, if delivered during normal working hours (9am-5pm) or
the next normal working day if delivered outside normal working hours, and if
sent by post as above, 48 hours after posting in the UK.
9.6.
The Promoter and ViewLondon agree that any and
all rights (express or implied) conferred upon any third party to this
Agreement by the Contracts (Rights of Third Parties) Act 1998 are hereby
expressly excluded.
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SIGNED by
•
for and on
behalf of
ViewLondon
Limited
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Sign here
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SIGNED by
•
for and on
behalf of
•
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Sign here
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SCHEDULE 1
ADMINISTRATION PROCESS
The Promoter will
be provided on sign up with a username and password to the following site: http://reports.clubtickets.viewlondon.co.uk
(or such address as otherwise notified by ViewLondon).
The Promoter
shall:
1.
Make sure all data for new Nights are provided
at least one month in advance of the Night being made available.
2.
Ensure all Night data provided is correct and
notify ViewLondon of any changes immediately.
3.
Supply detailed Night information including:-
a.
Venue;
b.
Night Date;
c.
Night Restrictions;
d.
Ticket Price;
e.
Allocation;
f.
Start time;
g.
End time.
4.
Where possible allocate more tickets if a
Night’s allocation has been reached.
SCHEDULE 2
FEES AND COMMISSION
The Promoter will pay ViewLondon a % of the
Fee ViewLondon charges its Customers as set out below (“the Commission”). The Promoter
will invoice ViewLondon for the total amount relevant to the Booking, less the
Commission.
Fees: [information]
Commission: [ ]% of the Fees
LOCATION
OF NIGHTS SCHEDULE
The Promoter will provide Nights at [location
address]
Should the location of the Night change,
the Promoter will inform ViewLondon immediately to ensure adequate amendments
can be made to the Website.
