Merchant Terms and Conditions

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These terms and conditions were updated on 14th June 2019 and shall take effect seven days later on 21st June 2019.

These Terms and Conditions, along with any relevant price schedules and other related documentation (together, the “Agreement”) set out the terms and conditions on which Music Glue Limited, a company incorporated in England and Wales under company number 05946870 whose registered office is at Unit 312, 53/79 Highgate Road, London, SW5 1TL (“Music Glue”, “we”, “us” and “our”) makes available its “Music Glue Direct to Consumer” service (“Direct Service”) to merchants (“Merchants”, “you” and “your”) who create an account with Music Glue to access and use the Direct Service (“Merchant Accounts”).

1. Scope

1.1 This document sets out the terms and conditions upon which:

1.1.1 we agree to make available and you agree to engage and use the Direct Service for the purposes of selling products and merchandise including, without limitation, event tickets (“Tickets”), digital content and physical products (“Items”) to your customers (“Customers”); and

1.1.2 we will provide such other services as you may request via your Merchant Account and we may agree in writing to provide.

By creating a Merchant Account, you agree to be bound by the terms and conditions of this Agreement.

2. Merchant Account set-up and other information

You shall ensure that all information you supply to us, including without limitation, on creation and ongoing management of a Merchant Account and via the user interface on the Direct Service, is accurate and relevant to the applicable Items. This includes, but is not restricted to: product name, product description, door times, date, venue, price, postage costs, performers, entry requirements, doors close, stock levels and ticket allocations. You hereby accept all liability for any inaccuracies in respect of such information and waive, to the fullest extent permitted by law, any and all claims, actions or similar against us that may arise from such inaccuracies.

3. The Direct Service and contracts with Customers

3.1 You hereby agree and confirm that: (a) Music Glue is predominantly a supplier of website and order fulfilment services; and (b) the Direct Service is an online sales platform which enables you, as a Merchant, to enter into contracts with Customers for the sale of Items.

3.2 You acknowledge and agree that, in relation to any Item which a Customer purchases from you via the Direct Service:

3.2.1 we will disclose to Customers on the basket page of the Direct Service your identity as the Merchant of such Item;

3.2.2 for any Item sale, the Customer is entering into a contract with you, not with Music Glue, and you are responsible and liable to the Customer for fulfilling your obligations under that contract;

3.2.3 as part of the provision of the Direct Service, Music Glue may provide certain administrative services relating to the sale of Items to the Customer by you on the Direct Service, including the management and collection of payments from Customers on your behalf;

3.2.4 Music Glue does not act as a reseller or distributor and consequently, you do not sell the Item to Music Glue and Music Glue is not the seller of such Item to the Customer;

3.2.5 Music Glue collects service charges on Tickets directly from Customers to cover payment processing fees related to purchases of such Tickets and such amounts are disclosed to Customers as and additional amount payable to the price of the Ticket which is fixed by you;

3.2.6 whilst Music Glue may provide reasonable assistance to you to deal with queries and complaints from Customers, you hereby agree that Music Glue is not responsible for directly handling such queries and complaints and such queries and complaints are solely to be handled by you;

3.2.7 the Customer Terms and Conditions will, to the extent relevant, apply to the sale of any Item by you to a Customer and the Customer’s use of such Item;

3.2.8 you will not provide any other terms to the Customer (and no other such terms will apply); and

3.2.9 you agree to abide and be bound by such Customer Terms and Conditions (which are available here).

4. Items

4.1 You hereby grant us a non-exclusive, worldwide licence, subject to the terms of this Agreement, to market and facilitate the sale of the Items on your behalf for the duration that you make the Items available for purchase through the Direct Service. However, you agree that it is your responsibility to ensure that the relevant Item is made available to and/or delivered (as relevant) to the Customer once such Item has been purchased via the Direct Service.

4.2 You shall ensure that no part of any Item that you submit to the Direct Service or otherwise provide to us or to any Customer nor your use of the Direct Service infringes the intellectual property rights or other rights of any third party.

4.3 Music Glue shall be entitled to use the names, likenesses, photographs and biographies provided by you, any other Item (or part of it) and your trade and service names and marks and the like in all media in connection with the exploitation of the Items. However, we shall have no obligation to carry out any marketing or to carry out marketing in any particular way unless and to the extent that we agree to in writing.

4.4 You accept all responsibility and liability for all recording, synchronisation, mechanical and/or distribution payments, performance royalties, royalties, guild or union, residual, repeat or other fees, levies and payments whatever including (without limitation) mechanical royalties as are applicable. All of such payments, royalties, fees, levies and other payments shall be paid by you and in accordance with the rules and regulations of the relevant mechanical copyright collection society and shall always be your sole responsibility, and you shall ensure that we do not incur any liability of whatever nature in respect of the same.

4.5 You must ensure that (i) none of the Items or any part thereof or your use of the Direct Service is or is likely to be defamatory and/or obscene and/or blasphemous and/or unlawful and (ii) the exercise by us of the rights granted in this Agreement shall not violate or infringe upon any common law, statute or other right whatsoever (including, without limitation, any right of privacy, personality, copyright, trade mark or other proprietary right).

4.6 Front-line Customer support in respect of sales of Items on the Direct Platform may be provided by Music Glue. You may be contacted by our staff in order to resolve issues and you must reply promptly, fully and accurately.

4.7 You shall ensure that the terms of any agreements or arrangements with any third party (“TP Agreement”) shall not be breached by the entry into or the performance of this Agreement including, without limitation, as a result of Music Glue’s use of your names, logos and branding or the sale of Items through the Direct Platform or payment terms of this Agreement. You shall be solely responsible for the any breach of a TP Agreement and hereby waive, to the fullest extent permitted by law, all claims, actions or similar against Music Glue in respect thereof.

4.8 You will indemnify us and hold us harmless against any and all costs, losses, damages, liabilities and expenses (including reasonable legal and other adviser fees) arising out of or in connection with any breach by you of this clause 4.

5. Payments

5.1 You set and are responsible for the pricing of any Item available for sale on the Direct Service.

5.2 Revenue from sales of Items made through the Direct Service will be made “available” for payment to you in accordance with this clause 5 after a period suitable for any complaints or issues to be raised and resolved. Subject to clauses 5.5 and 5.7:

5.2.1 during any such period, the revenue will be held by us on trust for you, and shall be designated as “pending” (“Pending Revenue”); and

5.2.2 at the end of such period, the revenue will be designated as “available”.

5.2.3 revenue for digital Items will be held as pending until the end of the month following the month in which the sales were made or the digital Items were released (whichever is later).

5.2.4 revenue for merchandise Items will be held as pending until the end of the month following the month in which the merchandise Items were dispatched.

5.2.5 revenue for Tickets will be held as pending until one working day after the event in question.

5.2.6 Notwithstanding the foregoing provisions of this clause 5.2, Music Glue may continue to withhold Pending Revenue (in excess of the periods set out in clauses 5.2.3, 5.2.4 and 5.2.5) where Music Glue has received notice in any form (notwithstanding the provisions of clause 12.9) of any complaint or issue which will or is likely to effect the performance of this Agreement including, without limitation, our ability to pay you, until such complaint or issue is resolved to Music Glue’s satisfaction. Such complaints or issues may relate to, without limitation, any alleged infringement of third party rights (including intellectual property rights), third party debtors, issues in connection with when and to whom such Pending Revenue should be paid by Music Glue, disputes within the Merchant’s organisation or between members of the Merchant’s team or disputes between the Merchant and its agents, advisers or other third parties along with matters relating to any freezing orders or other orders or judgements of a court or tribunal of competent authority.

5.3 You agree that we may deduct from “available” revenue and retain commission on purchases of Items. The level of our commission will be as set out at musicglue.com/pricing unless we agree otherwise with you in writing. We may change the level of commission on 30 days’ notice to you. Such commission will include a handling fee as set out at musicglue.com/pricing (or equivalent in foreign currencies). We may also retain any fees related to a bespoke website if you commission us to build one.

5.4 At the end of the pending period, we will provide a schedule showing the “available” revenue, and will pay such amounts, less our commission and fees (as set out in clause 5.3), to the bank account or PayPal account which you have previously designated to us via your Merchant Account. You may designate a different bank or PayPal account by changing it on your Merchant Account and giving us 20 days’ written notice. We shall not be obliged to make any payment of less than £20 (or equivalent in foreign currencies) but shall hold over any amounts due until a payment of £20 or more is due.

5.5 In the event of Customer complaints regarding purchased Items, Music Glue reserves the right to change the status of any sale to “under investigation” until the issue is resolved. We reserve the right to refund any or all Customers in full or in part, based on the Customer Terms & Conditions. If a refund occurs, you will not be paid for the sale or portion of the sale refunded and, if already paid for the same, we reserve the right to withhold the relevant amount from future payments. In relation to Customers’ rights to cancel contracts and claim refunds as set out in clause 6.1 of the Customer Terms and Conditions, such refunds shall be made to the relevant Customer(s) unless you can demonstrate to our reasonable satisfaction that no refund is due as a result of the date of cancellation being after the Customer’s right to cancel has expired. You will provide such information and assistance as is necessary for Customers to be able to exercise their rights to cancel. In addition, where refunds are made as a result of an Item sold by you being deficient, Music Glue shall be entitled to withhold from amounts due to you, and to retain, the charges levied by the Music Glue payment gateways in making the refund payment.

5.6 Unless you specify prices in foreign currencies, all Items will be made available in all major currencies, converted using exchange rates set by Music Glue as at the time of the relevant transaction(s). Any payments we make to you will be based on the base currency set for the relevant Item. Payments made from us to you will be made in the base currency of your account with us.

5.7 If you have not claimed any “available” revenue within 12 months of such revenue becoming “available”, you agree that Music Glue shall be entitled to keep such sums and you hereby waive, to the fullest extent permitted by law, any claims, actions or similar that you may have to such sums.

6. Sales and other taxes on Items

6.1 We will act as your agent in providing the Direct Service. For this purpose you will instruct us (via the settings you choose in your Merchant Account) on each occasion on which you add a new Item to your Merchant Account on the Direct Service. We will act as a Disclosed Agent, and you agree that we may disclose the fact of our agency without any restriction.

6.2 In this section, the term “Other Relevant Sales Tax” means any tax in any Member State of the European Union governed by Council Directive 2006/112/EC or any enactment replacing that Directive and any sales tax in any other jurisdiction applicable to any supplies you make; the term “Revenue Authorities” means HM Revenue & Customs and any public authority in any jurisdiction with responsibility for the collection and management of VAT or Other Relevant Sales Tax; and “VAT” means Value Added Tax.

6.3 You agree that you have the sole responsibility for compliance with the law and practice relating to VAT and/or any Other Relevant Sales Tax.

6.4 Subject to the foregoing and without limiting the scope of the obligations above we will act on your instructions as to:

6.4.1 registration for VAT or any Other Relevant Sales Tax;

6.4.2 the liability to VAT and/or any Other Relevant Sales Tax of your supplies.

6.5 You agree that in default of instructions from you we may exercise our judgment as to the liability to VAT or to any Other Relevant Sales Tax of any supplies and/or the place of supply for any services and that we shall not be liable to you and you hereby waive, to the fullest extent permitted by law, any claim, action or similar against us for any loss or damage in consequence of any error in making any such judgment.

6.6 You agree that you have the sole responsibility for compliance with any obligations in relation to registration for VAT and any Other Relevant Sales Tax in all jurisdictions in which you are regarded as making supplies and that for this purpose you will promptly supply us with all information and documents necessary to allow us to do anything which we are required to do in relation to VAT and/or any Other Relevant Sales Tax.

6.7 You agree that you will make all returns and declarations in all jurisdictions in which you are obliged to do so.

6.8 You agree that you shall give us instructions as to the requirement for, content of, or other procedural requirements in relation to, tax invoices. You agree that in the absence of instructions from you we may exercise our own judgment in relation to such matters and that we shall not be liable to you and you hereby waive, to the fullest extent permitted by law, any claim, action or similar against us for any loss or damage in consequence of any error in making any such judgment.

6.9 You agree that you shall deal promptly, fully and accurately with all enquiries from Revenue Authorities and that you will comply with all time limits applicable thereto. Where we are obliged to communicate with any Revenue Authority you agree that you will promptly provide us with all information and documents necessary to put us in a position to reply fully to such any enquires and to comply with all time limits applicable thereto.

6.10 You agree to use your best endeavours to monitor changes in the law and practice relating to VAT and any Other Relevant Sales Tax insofar as they apply to supplies you make as principal.

6.11 You agree that you will indemnify us and pay all our costs (including reasonable professional fees) incurred for the purpose of or in connection with or in consequence of our taking any action on your instructions under this section in addition to any charges provided for elsewhere in the Agreement.

6.12 You will indemnify us and hold us harmless against any and all costs, losses, damages, liabilities and expenses (including reasonable legal fees) that we may incur in connection with any failure by you to comply with any of your obligations in relation to any tax or in consequence of our relying on your instructions on any matter relating to any tax or in consequence of any act or omission associated with our discharge of any of our obligations under the Agreement. Without limiting the scope of this provision, loss or damage shall include professional fees incurred in dealing with communications or enquiries from Revenue Authorities. All sums due to us under this indemnity shall be payable in addition to charges provided for elsewhere in the Agreement.

6.13 You agree to be responsible for the payment of all tax liabilities relating to Items, other than Music Glue’s UK corporation tax liability on its profit, including any withholding tax, corporate tax and any other applicable tax.

7. Digital Items

7.1 You accept that all content uploaded to Music Glue is permanent and cannot be removed except by us. You can however disable public links to uploaded Items.

7.2 You accept that Customers may access purchased digital Items (whether an actual payment has occurred or not) from their personal Music Glue account indefinitely.

8. Physical Items

8.1 Unless you are using the Music Glue fulfilment service (which you may request from us and we may provide or procure subject to agreement of further terms), you are responsible for the fulfilment and delivery of all Items sold via the Direct Service. You shall send such Items to Customers promptly and will use due care in the packing and distribution process.

8.2 You must supply an email address for Customer support issues. All Customers with issues regarding delivery of Items sold via the Direct Service will be provided with this email address so that they can contact you directly. It is your responsibility to respond to them promptly and professionally.

9. Tickets

9.1 Where Tickets are sold to Customers via the Direct Service, Music Glue shall compile and make available a list of Tickets and the identity of the Customers who purchased such Tickets via the Direct Service which can be downloaded via your Merchant Account at any time (“Door List”). It is your responsibility to download and retain a copy of such Door List and to operate the door on the night of any event for which Tickets have been sold on the Direct Platform.

9.2 All Tickets sold via the Direct Service are e-tickets which may be printed by Customers at home. At the time of purchase Customers are informed that they must bring a printed copy of the e-ticket with them along with matching identity documents. On the night of the event, it is your responsibility to match the information on the Door List against the Ticket supplied by the Customer.

9.3 It is your responsibility to keep a full copy of the Door List for at least 2 months after an event. On request, you must promptly provide the information from any Door List to Music Glue. This information may be used to contest queries, complaints or other issues raised by Customers claiming refunds.

10. VAT

All amounts payable by you to us under this Agreement are inclusive of any applicable VAT.

11. Data Protection

11.1 You will ensure that you comply with the Data Protection Act 1998, the General Data Protection Regulation (EU 2016/79) (GDPR), the Data Protection Act 2018 and any related or similar legislation or guidance in any jurisdiction (together “Data Protection Legislation”). In particular, you must not pass such data on to any third parties or allow unauthorised third parties access to such data. You agree to indemnify us and hold us harmless against any and all costs, losses, damages, liabilities and expenses (including reasonable legal fees) suffered or incurred by us arising out of or in connection with any breach by you of the Data Protection Legislation.

11.2 By creating a Merchant Account, you confirm that you have read and understood our Privacy Policy. However, it is not a contractual document and does not form part of this Agreement and we may change it from time to time.

11.3 If you are a Merchant located in the European Economic Area (“EEA”), Switzerland and the United Kingdom (together “EU”), or a Merchant who has Customers located in the EU, then you hereby agree and confirm that you are data controller with respect to the personal data of your Customers and that Music Glue will act as data processor in relation to certain distinct data processing operations. In these circumstances, the Data Processing Addendum for Merchants is incorporated into this Agreement (available here). You must read this carefully.

12. General

12.1 We may terminate this Agreement at any time, provided that if we do so any rights accrued up to the date of termination by either you or us will not be affected. Music Glue reserves the right to disable Items and suspend or cancel your Merchant Account, without prior notice. We may remove any Item from sale e on the Direct Service at any time in our sole discretion.

12.2 We do not guarantee that the Direct Service will be error-free, uninterrupted or that it will provide specific results. The Direct Service is provided on an "as-is" and "as-available" basis, and we disclaim all liability for the acts and omissions of any third party in respect of the Direct Service. Except as expressly set out in this Agreement, we expressly disclaim any further warranties, conditions, or other terms, either express or implied by statute or otherwise including implied warranties of merchantability, satisfactory quality or fitness for purpose. This clause 12.2 shall apply to the fullest extent permitted by applicable law and regulation.

12.3 To the fullest extent permitted by applicable law and regulation, (i) we accept no liability for any losses caused by the Direct Service being unavailable to you or to Customers, and (ii) we will not be responsible for any loss of opportunity, loss of profits, loss of data, loss of anticipated profits, or loss actual or anticipated savings (in each case whether direct or indirect), nor for any indirect losses, consequential, exemplary, special or punitive damages even if we have been advised of the possibility of such damages. Our will liability to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise) in any month will not exceed the commission paid or payable to you in respect of all Items in such month, provided that we do not limit our liability at law for fraud, fraudulent misrepresentation or for death or personal injury caused by negligence or for any other type of liability which cannot by law be excluded or limited.

12.4 Music Glue reserves the right to modify the software and/or the website on which Direct Service is made available at any time without notice. You agree to comply with any reasonable instructions we give you in relation to the use of your Merchant Account or the sale or management of any Item via the Direct Service from time to time.

12.5 You may not disclose to any third party any information relating to this Agreement (including its existence, terms and pricing) except with our express prior written consent. However, this clause 12.5 shall not apply to information which is already in the public domain, was acquired by you without breaching an obligation of confidentiality, or is required to be disclosed by a court or other competent authority. You agree to indemnify us and hold us harmless against any and all costs, losses, damages, liabilities and expenses (including reasonable legal fees) arising out of or in connection with any breach by you of this clause 12.5.

12.6 Music Glue reserves the right to change this Agreement at any time on 7 days’ written notice, and you will be deemed to have accepted any changes if you continue to use the Direct Service or any other services provided by us after such notice period. The amended Agreement will not apply to any Item already on sale via the Direct Service prior to the date on which the terms of the amended Agreement takes effect.

12.7 You acknowledge that we may use third parties to provide all or part of the services outlined in this Agreement.

12.8 If you breach this Agreement and we do not take any action against you we shall still be entitled to use our rights and remedies at a later stage or in any other situation where you breach this Agreement.

12.9 All notices from you to us must be sent by email to support@musicglue.com in the first instance; notices from us to you may be sent to the email address to which your Merchant Account is registered. Any notice sent to us by email shall only be valid if receipt thereof is acknowledged by us in writing; if you do not receive a confirmation email within 24 hours then you may notify us by post at Unit 312, 53/79, Highgate Road, London, NW5 1TL, United Kingdom.

12.10 You may not assign the benefit of this Agreement without the prior written consent of Music Glue.

12.11 This Agreement is not intended to be for the benefit of and shall not be exercisable by any person under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

12.12 If any part of this Agreement is held to be unenforceable, then that part shall be deemed to be deleted from the Agreement, and the validity, legality or enforceability of the remainder shall be unaffected.

12.13 This Agreement shall be governed by the law of England and Wales, and you and Music Glue irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.