Music Glue Retail Ticketing Terms
These terms and conditions (the “Ticketing Terms”) set out the basis on which Music Glue Retail Limited, a company incorporated in England and Wales under company number 12242962 whose registered office is at 86-90 Paul Street, London, EC2A 4NE (“Music Glue Retail”) and the event counterparty identified in the commercial terms agreed in writing between the parties, whether a promoter, venue, artist manager or other person responsible for making Tickets available (“Event Organiser”, “you”), work together in connection with the sale of tickets to events by Music Glue Retail. Music Glue Retail and the Event Organiser are together the “parties” and each a “party”.
These Ticketing Terms, together with the commercial terms agreed in writing between the parties, including by email, form the entire agreement between the parties in relation to the sale of Tickets for the relevant event. If there is a conflict between the agreed commercial terms and these Ticketing Terms, the agreed commercial terms prevail in relation to the relevant event.
1. Scope
1.1 These Ticketing Terms apply where you provide Music Glue Retail with an allocation of tickets to an event (“Tickets”) for Music Glue Retail to offer for sale to customers (“Customers”).
1.2 You acknowledge and agree that:
1.2.1 Music Glue Retail sells Tickets to Customers in its own name and as principal;
1.2.2 Music Glue Retail may act through Music Glue Limited, a company incorporated in England and Wales under company number 5946870 whose registered office is at 86-90 Paul Street, London, EC2A 4NE (“Music Glue”), and Music Glue personnel in negotiating, agreeing, administering and performing the commercial terms and these Ticketing Terms, and in providing operational, technical and customer-support services in connection with those sales. Communications made by Music Glue personnel dealing with you in connection with the relevant event will be treated as communications made on behalf of Music Glue Retail; and
1.2.3 you supply or grant to Music Glue Retail the rights and ticket allocation necessary for Music Glue Retail to sell the Tickets and you will honour all Tickets validly issued by Music Glue Retail.
2. Ticket sales and customer contract
2.1 The contract for the sale of each Ticket is between the Customer and Music Glue Retail. You are not the seller of the Ticket to the Customer.
2.2 You are responsible for organising and delivering the event, obtaining all necessary rights, licences, permits and insurance, providing complete and accurate event information, complying with applicable law and honouring all Tickets sold by Music Glue Retail.
2.3 You warrant that you have authority to appoint Music Glue Retail to sell the Tickets, that the agreed ticket allocation is available to Music Glue Retail and will not be duplicated or withdrawn except as agreed, and that all materials and information you provide may lawfully be used to market and sell the Tickets.
3. Event information and operation
3.1 Before Tickets go on sale, you must provide all information reasonably requested by Music Glue Retail about the event, Tickets, admission and material restrictions, and keep it up to date.
3.2 You must promptly notify Music Glue Retail of any cancellation, postponement or material change to the event and provide reasonable assistance with event-related operational requests and Customer queries.
4. Pricing and revenue
4.1 You set the Ticket price, as recorded in the agreed commercial terms. Music Glue Retail determines the amount of any booking, service or other fee charged to Customers, subject to the agreed commercial terms and applicable law.
4.2 Music Glue Retail may display a booking, service or other fee separately from the Ticket price or include it within the overall price charged to the Customer, in each case in accordance with the agreed commercial terms and applicable law. Music Glue Retail will determine the tax treatment of each amount charged to the Customer in accordance with applicable law.
4.3 Music Glue Retail sells the Ticket to the Customer in its own name and as principal. Nothing in these Ticketing Terms determines the tax treatment of any separate fee where applicable law requires a different treatment.
4.4 The Ticket price, amount payable to you, currency, settlement arrangements, whether amounts are inclusive or exclusive of VAT or other taxes, and other event-specific terms will be recorded in the agreed commercial terms.
4.5 All amounts paid by Customers in respect of Ticket sales are received by or on behalf of Music Glue Retail.
4.6 Amounts payable to you will be calculated by applying the agreed amount per Ticket to the number of Tickets sold, adjusted for any refunds or chargebacks in accordance with clause 7.
5. Settlement and invoicing
5.1 Unless the agreed commercial terms state otherwise, after the relevant event has taken place Music Glue Retail will provide you with a statement showing the number of Tickets sold, any Tickets refunded or subject to a chargeback before settlement, and the resulting number of Tickets payable. You must invoice Music Glue Retail based on that statement. Settlement will occur after Music Glue Retail has received a valid invoice and completed its verification and reconciliation checks.
5.2 You must provide a legally valid invoice addressed to Music Glue Retail which identifies the relevant event and states your legal name and tax registration number, the gross and taxable amounts, and any applicable VAT or other tax rate and amount. Where no VAT or other tax is charged, or a reduced rate applies, the invoice must state the applicable legal basis. You must promptly correct any incomplete or inaccurate invoice. Music Glue Retail may withhold payment until it receives a valid invoice.
5.3 Music Glue Retail may retain a reasonable reserve or delay settlement where reasonably necessary to cover anticipated refunds or chargebacks for which you may be responsible under clause 7, suspected fraud relating to your event, or amounts potentially recoverable from you under clause 6.2. Music Glue Retail may set off or recover only amounts for which you are responsible under these Ticketing Terms or which have been expressly agreed in writing. Any reserve must be proportionate to the relevant risk and released promptly when that risk has passed.
6. Taxes
6.1 Music Glue Retail is responsible for determining and complying with its VAT and other tax obligations on sales to Customers. You remain responsible for determining and complying with all VAT and other tax obligations arising from your supply to Music Glue Retail and from amounts payable to you.
6.2 You are responsible for the accuracy of the tax information and invoices you provide and must supply any information reasonably required for Music Glue Retail’s tax compliance. You must reimburse Music Glue Retail for irrecoverable VAT, tax, interest or penalties arising from inaccurate information, an invalid invoice or your failure to comply with your tax obligations, except to the extent caused by Music Glue Retail.
7. Refunds, cancellations and chargebacks
7.1 Music Glue Retail may process refunds to Customers where reasonably required by applicable law, the terms applicable to the sale of the Ticket, card-scheme requirements or the cancellation, postponement, material change or non-delivery of an event.
7.2 When calculating the amount payable to you, the number of Tickets sold will be reduced by the number of Tickets refunded or subject to a chargeback before settlement. You must invoice Music Glue Retail only for the resulting number of Tickets, at the amount per Ticket recorded in the agreed commercial terms.
7.3 If a Ticket is refunded or subject to a chargeback after Music Glue Retail has settled the amount payable to you for that Ticket, Music Glue Retail may deduct the corresponding amount previously paid to you from a future settlement or invoice you for that amount. You must pay any such invoice within 10 days.
7.4 Music Glue Retail remains responsible for its booking, service and other fees and for its own payment-processing, foreign-exchange and administration costs, except for Cancellation Costs recoverable under clauses 7.5 and 7.6 or as otherwise expressly agreed in writing.
7.5 If an event is cancelled, postponed, relocated or materially changed and Music Glue Retail is required by applicable law to refund to Customers any booking, service or other fee charged by Music Glue Retail, you are responsible for the non-refundable costs reasonably incurred by Music Glue Retail in connection with the relevant Ticket sales and refunds, including payment-processing fees, refund fees, chargeback costs, banking charges and currency-conversion losses (“Cancellation Costs”) but only to the extent that those costs are not covered by any booking, service or other fee retained by Music Glue Retail.
7.6 Music Glue Retail may deduct Cancellation Costs from any amounts held for or otherwise payable to you. If those amounts are insufficient, you must pay the shortfall within 10 days of Music Glue Retail’s request.
7.7 Your obligations under this section continue after settlement, termination and the event date.
8. Customer support and data
8.1 Music Glue Retail may provide or arrange customer support. You must cooperate promptly, provide accurate information and meet any reasonable response deadline notified by Music Glue Retail.
8.2 Music Glue Retail may share Customer personal data with you where reasonably necessary to administer Ticket sales, deliver the event, manage admission, provide customer support, process refunds or chargebacks, prevent fraud, comply with law or exercise or defend legal claims. Any sharing must be consistent with the privacy information provided to the Customer and supported by an applicable lawful basis.
8.3 Unless otherwise agreed in writing, each party acts as an independent controller of Customer personal data it processes for its own purposes and is responsible for complying with applicable data-protection law. You must keep shared data secure, use it only for the purpose for which it was shared and retain it only for as long as necessary.
8.4 You may use Customer personal data for direct marketing only where the Customer has given valid consent covering marketing from you or you can independently demonstrate another lawful basis and compliance with applicable electronic-marketing law.
8.5 Each party must promptly notify the other of any personal-data breach relating to shared Customer personal data and provide reasonable assistance with the response.
9. Liability, indemnity and insurance
9.1 You are responsible for, and will indemnify Music Glue Retail and Music Glue against, claims, losses and reasonable costs arising from the organisation, delivery, cancellation or alteration of the event, failure to honour valid Tickets, inaccurate information or materials supplied by you, or your breach of applicable law, except to the extent caused by Music Glue Retail or Music Glue.
9.2 You must maintain public liability, event cancellation and other insurance appropriate to the nature, location and scale of the event and provide evidence of cover on request.
10. Suspension and termination
10.1 Music Glue Retail may suspend or withdraw Ticket sales, withhold settlement or terminate arrangements for an event where reasonably necessary to comply with law or payment-provider requirements, manage fraud or financial risk, protect Customers, respond to a material event change, or address your material breach, insolvency or failure to provide requested information.
10.2 Suspension, withdrawal or termination does not affect accrued rights or your obligations relating to Tickets already sold, refunds, chargebacks, taxes, settlement, data or indemnities.
11. General
11.1 Music Glue Retail may enforce these Ticketing Terms and the agreed commercial terms in its own right as a party.
11.2 Music Glue may enforce clause 9.1 under the Contracts (Rights of Third Parties) Act 1999. Except as provided in this clause, no other person may enforce these Ticketing Terms under that Act.
11.3 These Ticketing Terms are governed by English law, and the courts of England and Wales have exclusive jurisdiction.
11.4 Clauses relating to settlement, taxes, refunds, chargebacks, data, liability, indemnity and rights accrued before termination survive termination.