Ticketyboo Venue Terms of Service

How to read these terms

These terms are the agreement between your organisation and us, Exposure Web Design Limited, trading as Ticketyboo. "We", "us" and "our" mean Ticketyboo. "You" and "your" mean the Venue: the organisation named in your Schedule, not the person reading this.

The agreement has two parts.

1. These terms. They are the same for every venue, and they carry a version number.
2. Your Schedule. It holds the details that are yours: who you are, your contacts, the Performance Spaces covered, your Sales Cutoff and your Payout Cadence. You fill it in on the Agreement page in the app. It also states the Platform Fee and the Payout Delay, which are the same for everyone.

You accept both by ticking to accept on the Agreement page. There is nothing to sign.

Words with capitals, such as Face Price or Venue Cut, have the meanings in section 1. They are the same words you will see on your screens and reports.

1. Words we use

These words have the meanings below wherever they start with a capital letter. They are the same words the Platform uses on your screens and reports.

2. The agreement, and changes to it

2.1 What the agreement is. These terms and your Schedule together are the agreement between you and us. If they ever conflict, the Schedule wins. The agreement starts on the commencement date in your Schedule, or when you first use the Platform if that is earlier.

2.2 You accept once. These terms carry a version number. You accept a version once, at the start, by ticking to accept on the Agreement page. The person who ticks confirms that they have authority to bind you. We record the version, when it was accepted, who accepted it and their position, and your Schedule as it read at that moment. That record is the record of what you agreed, and we do not change it afterwards.

2.2A New versions. We may issue a new version of these terms by giving you at least 30 days' written notice. The notice will say what has changed, where to read the new version, and the date it takes effect. You do not need to accept a new version on the Platform, and we will not hold anything back from you until you do. The new version takes effect at the end of the notice period, and if you keep using the Platform from that date, you accept it. If you do not accept it, you can end the agreement under clause 20.3, and Tickets already sold are honoured under clause 21. Where the law or Stripe requires a change sooner, it may take effect on shorter notice if a longer period is not possible.

2.3 Changes to your Schedule. Changing a value in your Schedule, such as your Sales Cutoff or a contact address, does not need a new version of these terms. The Payout Delay is different: it changes only as clause 8.5 describes. Every change is recorded on the Platform as a variation, showing the value before and after, who made the change and when. You and we can both see that record.

2.4 Your Authorised Users. Your Authorised Users act on your behalf. You are responsible for what they do on the Platform, and for keeping your list of Authorised Users up to date by telling us when someone should be added or removed.

3. We sell as your agent

3.1 Appointment. You appoint us as your agent, and we accept, for a limited purpose: to market your Ticket Listings to Members and to complete sales of Tickets on your behalf through the Platform. We act in your name and we make clear that we do, which makes us your disclosed agent.

3.2 Your agent only. We act as your agent and nobody else's. We do not act as agent for any Member, and we do not represent Members in any dealing with you. That includes a request for a refund, which is yours to decide (clause 9).

3.3 The sale is yours. You sell each Ticket to the Member. The contract of sale is between you and the Member, on your own conditions of entry. We are not a party to it. We do not buy or resell Tickets, and we never hold Tickets on our own account.

3.4 Merchant of record. You are the merchant of record for every Ticket sale. Your name appears on the Member's card statement, and the Platform names you as the seller at checkout and on the Member's receipt.

3.5 What you are responsible for. You are responsible for the Performance itself and for everything that comes with selling admission to it: putting on the Performance, admitting Members, your conditions of entry, health and safety, licensing, accessibility, and your duties to Members as a trader under consumer law. We take on none of these.

3.6 What we cannot do for you. We have no authority to: set or change the Face Price of a Ticket Listing; agree any term of a sale beyond the Ticket Listing as you published it; admit liability on your behalf; or commit you to anything other than the sale of the Tickets you have listed.

3.7 Two supplies, not one. Every purchase is two separate supplies to the Member: the Ticket, supplied by you at the Venue Cut, and the booking service, supplied by us for the Platform Fee. Checkout and the receipt show them as separate lines, and name the Platform Fee as a Ticketyboo fee.

3.8 Not a partnership. Nothing in this agreement makes us partners, a joint venture, a franchise, or employer and employee, and neither of us may present the relationship as one.

3.9 Not exclusive. This isn't an exclusive arrangement. You can sell the same or different seats through any other channel, including your own box office, and we can work with any other venue. Neither of us commits to any minimum number of Tickets, Performances or sales.

4. Stripe

4.1 Stripe processes the payments. Before you can publish an Event, you must set up your Stripe Account through the Platform, and keep it in good standing and verified to Stripe's satisfaction.

4.2 Your Stripe Account is yours. You have your own contract with Stripe, on Stripe's terms for connected accounts, and those terms apply to you as well as this agreement. Stripe, not us, checks your identity, screens you against sanctions lists and verifies your bank account.

4.3 Keeping Stripe up to date. You must give Stripe complete and accurate information about your organisation and about the people Stripe asks about, and keep it up to date, including your bank details. We may suspend your Ticket Listings or your Payouts while your Stripe Account is restricted, unverified or missing information.

4.4 If Stripe restricts your account. If Stripe closes, restricts or suspends your Stripe Account, we may suspend your Ticket Listings for as long as that lasts. We have no control over Stripe's decisions.

4.5 We are not a payment service provider. We are not a payment service provider, we do not act as one, and we do not present ourselves as one.

5. Your listings

5.1 You control your inventory. You decide which Performances to list, how many Tickets to release, in which Seating Bands, and at what Face Price. You choose the Face Price from the prices the Platform offers, from £5 to £30. We do not set your prices or your allocations.

5.2 Accuracy. You are responsible for the accuracy of everything you publish: Event details, cast and creative credits, dates and times, the Performance Space, running time, accessibility information, content warnings, images, and the terms on which you offer admission. We don't check listings.

5.3 Your right to sell. You promise that you are entitled to sell every Ticket you list, that the seats exist and are available, and that selling them through the Platform does not break any agreement you have with a producer, rights holder, promoter or other ticketing agent.

5.4 Honouring sold Tickets. You must admit every Member who holds a valid Ticket for a Performance, in the Seating Band sold, on the same basis as anyone else holding a ticket at that price level. You choose the specific seats (clause 13.4). You must not ask a Member to pay anything more at the door for the seat they bought.

5.5 Sales Cutoff. Sales for each Performance close at the Sales Cutoff in your Schedule. The same Sales Cutoff applies to every Performance you run.

5.6 The £5 minimum, and Comps. The lowest Face Price is £5, including for Comps. On a Comp the Venue Cut is £0 and the Member pays the £5 Platform Fee.

5.7 Changes and cancellations. Clause 14 says how you change or cancel a Performance, and what you must tell Members when you do.

5.8 Removing a listing. We may remove or suspend a Ticket Listing or an Event where we reasonably believe that the listing is inaccurate or unlawful, that you are in breach of this agreement, that there is a risk of harm to Members, or that Stripe or a card scheme requires it. We will tell you why, and where we can, we will tell you before we remove it.

5.9 Discretion. Ticket Listings and their Face Prices are shown only to signed-in Members and are not published on the open web. We will not publish or advertise your discounted Face Prices to the general public.

6. Face Price, Platform Fee and Venue Cut

6.1 How the Face Price divides. The Member pays the Face Price. It divides into two parts: the Platform Fee of £5, which is our charge for our booking service, and the Venue Cut, which is the rest and is yours.

6.2 Every Ticket. The Platform Fee is charged on every Ticket sold, including Comps.

6.3 Taken at the point of sale. The Platform Fee is taken out of the Member's payment at the moment of sale, as a Stripe application fee. We do not collect the Face Price and pass the rest on to you: the split happens inside the payment itself.

6.4 The same for every venue. The Platform Fee is £5 per Ticket for every venue. It is not varied for any venue.

6.5 Stripe's charges are ours. We pay Stripe's charges on your sales and your Payouts: the card processing fee on each payment, Stripe's monthly fee for your connected account, and Stripe's fee on each Payout. None of them is taken from the Venue Cut or charged to you. The one exception is the fee Stripe charges on a disputed payment, which clause 10 deals with.

6.6 Nothing to pay. We make no charge to you for using the Platform: no subscription, no listing fee and no set-up fee. The Platform Fee is paid by the Member, for our booking service.

7. The money is yours throughout

7.1 Where the money goes. When a Member pays for a Ticket, Stripe charges the Member on your behalf and the Venue Cut goes into your own Stripe Account. It does not pass through any account of ours.

7.2 We never hold it. We do not receive, hold or control the Member's payment. We have no proprietary interest in the balance of your Stripe Account (no ownership claim on it), and the balance is not available to our creditors.

7.3 Where we can direct it. We cannot send money in your Stripe Account anywhere except to your own verified bank account under clause 8, or where you expressly authorise it in clauses 9 and 10.

7.4 Not a holding arrangement. Nothing in this agreement is an arrangement under which we hold money for you or for any Member.

8. Payouts and the Payout Delay

8.1 Your authority. You expressly authorise us, as your agent, to set the payout schedule on your Stripe Account to manual, and to instruct Stripe to pay out to your bank account as this clause sets out. You understand that while this authority is in force, Stripe will not pay out automatically, and that this is a term you have agreed to, not a default applied to you.

8.2 When a Payout is made. A Performance's Venue Cuts become ready to be paid out once the Payout Delay has passed after the Performance ends. For this, we treat a Performance as ending 2½ hours after its start time. We then instruct Stripe to pay the ready amounts to your bank account on your Payout Cadence (clause 8.2A). How long Stripe and the banks then take to credit your account is theirs, not ours.

8.2A Your Payout Cadence. Your Schedule states your Payout Cadence: as soon as each Performance clears its Payout Delay, weekly on a stated day, or monthly on a stated day of the month. The Payout Delay decides when a Performance's Venue Cuts are ready; the Payout Cadence decides when ready amounts are paid out. If a Performance has not cleared its Payout Delay when a scheduled Payout runs, its Venue Cuts are not lost: they stay ready and are paid at the next one. You can change your Payout Cadence at any time on the Platform, and the change applies to Payouts from then on. If your monthly day does not exist in a given month, the Payout runs on the last day of that month.

8.3 Why the delay exists. The Payout Delay gives time for a refund to be made simply, and for a dispute to come to light, before the money has left your Stripe Account. It is not a security, a retention or a fund we hold: the money stays yours throughout (clause 7).

8.4 Your part. While this agreement is in force, you must not change the payout schedule we have set under 8.1. If you do, we may suspend your Ticket Listings until it is put back.

8.5 The Payout Delay is fixed. The Payout Delay is 24 hours, and it is the same for every venue. It is not negotiated, it cannot be changed by agreement, and we cannot waive it. We may lengthen it on 30 days' written notice, or straight away where we reasonably believe the risk of chargebacks or refunds on your sales is materially higher. If we do it straight away, we will tell you why, and put it back once the risk has passed.

8.6 Reports. The Platform gives you a Sales Report and a Payout Report, including Venue Cuts not yet paid out because their Payout Delay has not passed.

8.7 Withdrawing your authority. You may withdraw the authority in 8.1 on 30 days' written notice. Because the refund and recovery arrangements in clauses 9 and 10 depend on it, withdrawing it counts as notice to end the agreement under clause 20.3, taking effect at the end of the same 30 days.

9. Refunds

9.1 You decide. You decide whether to refund a Ticket, except where clause 9.5A says you must. An Authorised User asks for the refund on the Platform, and it is made once we have approved the Stripe action. Our approval is operational: we do not judge your decision.

9.2 Members cannot refund themselves. The Platform gives Members no way to refund themselves. A Member who wants a refund is sent to you.

9.3 One Ticket at a time, or a whole Performance. You refund Tickets one at a time, except that a refund under 9.5A returns the Member's whole booking. A cancelled Performance is refunded as a whole, by us, when you ask us to cancel it (clause 14).

9.4 When a Member can't come. Where a Member cannot attend or changes their mind, and you agree to a refund, the Member gets the Venue Cut back. We keep the Platform Fee, because the booking service we supplied was delivered. The Venue Cut is returned from your Stripe Account, and you authorise us to instruct Stripe to do that.

9.5 When you cancel a Performance. If you cancel a Performance, every Member holding a Ticket for it gets the full Face Price back, including the Platform Fee. We return the Platform Fee, and you fund the Venue Cut. We bear the cost of the returned Platform Fees ourselves, and of the card fees on the original payments, which Stripe does not return. The exception is a cancellation caused by your own breach of this agreement: for example, you sold seats you did not have (clause 5.3), or you cancelled less than 12 hours before the Performance without good reason (clause 14.1(c)). In that case you reimburse us those fees, and we may recover them in the ways clauses 10.3 and 10.4 describe.

9.5A When the performance changed, or you can't meet a Member's access needs. You must refund a Member's whole booking, meaning every Ticket they bought in that one payment, in either of these cases:

    (a) the performance changed. You changed the Performance's start time or Performance Space after the Member booked, and the Member tells you they can't make the change (clause 14.4); or

    (b) access needs not met. The Member recorded Access Needs when they booked, and you can't accommodate them. Ask for the refund as soon as you know.

When you ask for the refund on the Platform, you choose the reason that applies. The Platform offers (a) only once a Performance Update has told Members of a new start time or Performance Space, and (b) only for a booking with Access Needs recorded. The Member gets the full Face Price back, including the Platform Fee. You fund the Venue Cut, and you authorise us to instruct Stripe to return it from your Stripe Account. We bear the returned Platform Fees ourselves.

9.6 When a sale can't go through. Where a Member's payment succeeds but no Ticket can be issued (for example, the held seats were sold in the meantime, or the Performance came off sale), the full Face Price, including the Platform Fee, is returned automatically. No sale is made, you receive nothing, and the amount does not appear in your reports.

9.7 Refunds only on the Platform. You must not offer, promise or make a refund of a Ticketyboo sale outside the Platform or by any other means, because it cannot be matched against the payment.

10. Chargebacks and disputes

10.1 What happens. If a Member's card issuer raises a chargeback on a Ticket sale, Stripe first takes the disputed amount, and any dispute fee, from us.

10.2 Your help with evidence. Chargebacks are contested on evidence about the sale and the Performance. When we ask, you must send us what you hold (door records, attendance, correspondence with the Member, your conditions of entry) within three Business Days, or sooner if we tell you Stripe or the card scheme has set a shorter deadline. Card scheme deadlines are short and cannot be extended, and a late response loses the dispute.

10.3 Recovering accepted chargebacks. Where a chargeback on your sales has been accepted, meaning the dispute is decided in the Member's favour or is not contested, we are entitled to recover the amount of the chargeback and any dispute fee from you. You expressly agree that we may recover it:

    (a) by deducting it from Venue Cuts due to you, before your next Payout is made; and/or

    (b) by taking it from the balance of your Stripe Account, where no Payout is due or the amount due is not enough.

10.4 Any shortfall. If neither route recovers the whole amount (for example, because your Stripe Account balance is empty), you pay the rest on our invoice within 14 days.

10.5 When a dispute is won. If a chargeback is contested successfully, we recover nothing from you, and anything already deducted is paid back to you with your next Payout.

10.6 Keeping you informed. We will tell you when a chargeback is raised, when it is accepted and what has been deducted, and show which sale it relates to in your reports.

10.7 Fraud. We may suspend your Ticket Listings, your Payouts or both where we reasonably suspect fraud on your sales, and will restore them once the suspicion is resolved.

11. Tax

11.1 Amounts are gross. Venue Cut amounts on the Platform and in your reports are gross. Your tax treatment of them, including any VAT, is yours.

11.2 Our VAT. We account for VAT on our own supplies only: the Platform Fee and our Member subscription. We do not account for VAT on your supply of Tickets.

11.3 You supply admission. Nothing in this agreement makes us the principal in the sale of a Ticket, or the supplier of admission to a Performance. You supply admission to the Member.

11.4 No tax advice. We give no tax advice and make no statement about the tax or VAT treatment of your income. You should take your own advice.

11.5 Your reports. Your reports show Venue Cut amounts without VAT lines, and note that the amounts are gross and that their tax treatment is yours.

12. Data protection and the Door List

12.1 Who controls the data. Each of us is an independent controller of the personal data we process under this agreement. Neither of us processes personal data on the other's instructions, and this agreement is not a processing agreement under Article 28 UK GDPR.

12.2 What we share with you. We share Member personal data with you in three ways, and no others:

    (a) The Door List. At each Performance's Sales Cutoff, we send the Door List to the Door List address in your Schedule. For that Performance only, it gives each Member's name, the number of Tickets, the Seating Band and any Access Needs the Member recorded when they booked. Refunded and cancelled Tickets are left off. The Door List is automatic, and is sent for every Performance with Ticketyboo sales. If you change a Performance's start time after its Door List has gone out, we send it again, marked as updated.

    (b) Your screens on the Platform. An Authorised User signed in to your account can see the same kinds of data for your own Events.

    (c) The Access Needs email. When a Member records Access Needs as they book, we email your Member enquiries address straight away. For that booking only, it gives the Member's name, their booking reference, the Performance, their Tickets and Seating Band, and their Access Needs. If the Member has chosen to share their email address with you, the email gives it too, so that you can contact them about their Access Needs.

We do not give you Members' contact details, except a Member's email address under 12.2(c) where the Member has chosen to share it. Sales and Payout Reports carry no Member identity at all.

12.3 What you may use it for. You may use the Door List, and any Member personal data you receive through the Platform, only to admit Members to the Performance it relates to and to deal with anything that arises at the door for that Performance. You may also use a Member's Access Needs, and an email address they have shared with you under 12.2(c), to arrange their access at that one Performance and to contact them about it. In particular, you must not:

    (a) use it for marketing of any kind;

    (b) add a Member to a mailing list, CRM, membership scheme or patron database;

    (c) combine it with your other records about that person, or use it to add to an existing record;

    (d) share it with anyone other than your staff, volunteers and contracted personnel who need it to admit Members; or

    (e) use it to profile, rank or exclude a Member from future Performances.

12.4 How long you keep it. Printed copies used at the door must be destroyed after the Performance. You must delete every working copy of the Door List and of any Access Needs email (downloads, spreadsheets, print files, a note of a Member's email address, and anything imported into another system) promptly after the Performance, and in any case within 30 days of it, unless the law requires you to keep a record and you can say which requirement.

12.5 Email you already hold. If a Door List email or an Access Needs email stays in your mail system under your normal retention settings, you do not have to change those settings or retrieve the message from an archive. Clause 12.3 still applies to it: the limit is on what you may do with the data, and it does not end when 12.4's period does.

12.6 Security. You must keep the Door List and any Access Needs email secure, limit access to the people in 12.3(d), and hold them in systems under your own control. If you forward either inside your organisation, only forward it to those people. Access Needs are information about a Member's health, so take particular care with them.

12.7 Breaches. You must tell us without undue delay, and in any case within 72 hours, if you become aware that Member personal data you received under this agreement has been lost, or accessed or disclosed without authority. You must give us the information we reasonably need to meet our own obligations.

12.8 Members' requests. If a Member exercises a data protection right against you about data received under this agreement, you deal with it as controller and let us know. Each of us will give the other reasonable help.

12.9 What Members are told. Our Member Privacy Policy tells Members about this sharing. You must not do anything with the data that goes against what Members have been told.

12.10 Your own data. Nothing in this clause limits your use of personal data you hold independently of the Platform, for example where the same person is already one of your patrons through your own box office, as long as you do not use the Door List to identify, add to or update those records (12.3(c)).

12.11 Your addresses. For Door Lists, you must give a role mailbox in your Schedule where you can, such as boxoffice@, rather than one person's address, and keep it up to date. You are responsible for who can read that mailbox. You must also give a Member enquiries address in your Schedule, which is printed on every Ticket for Members to contact you about refunds and bookings, and where we send Access Needs emails (12.2(c)), and keep it working and up to date. If you leave it blank, the Door List address is used.

13. At the door

13.1 The Door List decides. Admission is decided by the Door List. A Member shows their name and photograph in the app. That is the Member's half of the same check, not a separate credential.

13.2 The QR code proves nothing yet. Tickets carry a signed code that a scanner could check in future. There is no scanning at the door today, and you must not treat the code as proof.

13.3 Tickets can't be passed on. Tickets belong to the Member who bought them and may not be resold or transferred. You do not have to admit anyone other than the named Member and their party as shown on the Door List, and you should tell us if you think a Ticket has been passed on. Passing on a Ticket breaks the Member Terms, and we may suspend the Member who did it.

13.4 Seats. You choose the specific seats within the Seating Band sold, as you see fit and on whatever basis you normally use. Members do not choose seats.

13.5 Your conditions of entry. Your own conditions of entry apply to Members as to any other patron, including on latecomers, age limits and behaviour. If you refuse a Member entry for a reason other than their own conduct or a breach of those conditions, you should treat it as a refund under clause 9.

13.6 Treated the same. You must admit Members on the same basis as other patrons holding tickets at the equivalent price level, and must not identify them to other patrons as holding a discounted or complimentary ticket.

14. Cancellations and changes

14.1 Changes, Performance Updates and cancelling.

    (a) Changes. You can change a Performance's start time on the Platform until it starts, and an Event's Performance Space at any time. Once a Ticket has been sold for a Performance, you can't change its date: to move it to another day, ask us to cancel it and list the new date as a new Performance. The Sales Cutoff, the Door List and the Payout Delay follow a new start time.

    (b) Performance Updates. When a change reaches Members holding Tickets, the Platform asks you for a short message and sends it to them as a Performance Update, saying what changed. A new start time reaches the Members holding Tickets for that Performance. A new Performance Space reaches the Members holding Tickets for every Performance of the Event that hasn't ended. If anything else changes that would matter to someone who has bought a Ticket, you must tell them without delay by sending a Performance Update, which you can do without changing anything.

    (c) Cancelling. To cancel a Performance, you ask us to cancel it on the Platform. You must ask at least 12 hours before the Performance's start time, unless there is good reason you cannot, such as illness or another genuine emergency.

14.2 What a cancellation means for Members. When we cancel a Performance at your request, every Member holding a Ticket gets the full Face Price back, including the Platform Fee, and we tell them. We return the Platform Fee, and you fund the Venue Cut and authorise us to instruct Stripe to return it from your Stripe Account. Clause 9.5 says who bears the returned fees.

14.3 How it works. Once you ask us to cancel a Performance, sales for it stop straight away. We then cancel it and refund every Member, or, if we decline, we tell you why and put it back on sale. Once we have cancelled a Performance and refunded its Members, it cannot be undone.

14.4 When a Member can't make a change. If a Member tells you they can't make a new start time or Performance Space, you must refund their whole booking under clause 9.5A, with the reason "the performance changed". The Member gets everything back, including the Platform Fee. If a Performance changes in some other material way, you and we will agree how affected Members are dealt with, and a Member who does not accept the change is treated as if their Tickets were cancelled under 14.2.

14.5 Outside your control. Where a Performance cannot go ahead for reasons outside your control, 14.2 still applies: the Members holding Tickets for it get their money back. Clause 22 (events outside anyone's control) does not change this.

15. Intellectual property and marketing

15.1 Our Platform. We own the Platform and everything in it other than your content. Nothing in this agreement transfers any of it to you.

15.2 Your material. You give us a non-exclusive, royalty-free licence to use your name, logo, Event titles, production images, copy and credits to list and promote your Events to Members on the Platform, for as long as this agreement lasts.

15.3 Your rights in it. You promise that you hold all the rights and permissions needed for us to use that material in that way, including from photographers, designers, performers, unions and other rights holders, and that our use under 15.2 will not infringe anyone's rights.

15.4 Credits. We will follow any written brand or image-credit requirements you give us, as far as the Platform reasonably allows.

15.5 When the agreement ends. When this agreement ends, the licence in 15.2 ends too, and we will remove your material from the Platform within a reasonable time. We may keep a copy for our records, or where Members hold Tickets for a Performance still to take place (clause 21).

15.6 Taking material down. If anyone named or pictured in material you supplied objects to its use on the Platform, each of us will tell the other promptly, and we may remove the material. Removing it is not a breach of 15.2 and gives you no claim against us.

16. Confidentiality

16.1 Keeping things confidential. Each of us will keep the other's confidential information confidential, use it only for this agreement, and share it only with the people in our own organisation who need it.

16.2 Your figures. Your Face Prices, allocations and sales data are your confidential information. We may use them in anonymised, combined form to run, report on and improve the Platform, in a way that does not identify you.

16.3 Exceptions. This clause does not cover information that is public (other than through a breach), was already known, is developed independently, or must be disclosed by law or a regulator. In that last case, the one disclosing it will tell the other where the law allows.

17. Your promises

You promise that:

17.1 you are properly constituted, and the person who accepted this agreement for you had authority to bind you;

17.2 you hold the licences, permissions and insurance needed to present the Performances you list, including public liability insurance suited to what you do;

17.3 you will comply with the law that applies to your business, including consumer protection, data protection, accessibility and health and safety law;

17.4 the information you give us and Stripe about yourself is true and up to date; and

17.5 you will not use the Platform to sell anything other than admission to Performances you are entitled to sell.

18. What we promise, and what we don't

18.1 Reasonable skill and care. We will provide the Platform with reasonable skill and care.

18.2 Availability and changes. The Platform is provided "as available". We do not promise it will be uninterrupted or free of errors, and we may carry out maintenance, make changes or withdraw features. Where a change materially reduces something you rely on, we will give you reasonable notice where we can.

18.3 No sales guarantee. We do not guarantee any level of sales, any number of Members, or that any Ticket Listing will sell.

18.4 Stripe. We are not responsible for what Stripe does or fails to do, for whether Stripe's services are available, or for decisions Stripe takes about your Stripe Account.

18.5 What we don't check. We do not check your listings (clause 5.2), and we do not judge your refund decisions (clause 9.1).

18.6 Getting help. An Authorised User can ask us for help through Get help in the Venue dashboard. If you can't sign in, email venues@ticketyboo.app. We aim to reply within one Business Day.

19. Liability

19.1 What neither of us limits. Neither of us limits or excludes liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else the law does not allow to be limited or excluded.

19.2 Indirect losses. Neither of us is liable to the other for loss of profit, loss of revenue, loss of business, loss of goodwill, or any indirect or consequential loss.

19.3 Our cap. Subject to 19.1, our total liability to you for all claims arising in any 12-month period is limited to whichever is greater of (a) £1,000 and (b) the total Platform Fees we earned on your sales in that period.

19.4 Your own sales. We are not liable for amounts recovered from you under clause 10, or for refunds you fund under clause 9, where they arise from your own sales.

19.5 Your indemnity to us. You indemnify us against claims brought by a Member or anyone else arising from the Performance itself, your conditions of entry, a refusal of admission, a cancellation, or your breach of clause 5.3 or 15.3, except to the extent our own breach caused the claim. This means you cover our losses and reasonable costs of dealing with such a claim.

19.6 Our indemnity to you. We indemnify you against claims by anyone that the Platform itself (our software, design and our own material, but not material you supplied) infringes their intellectual property rights, except to the extent your breach caused the claim. This indemnity is within the limit in 19.3.

20. How long this lasts, and ending it

20.1 Start. This agreement starts on the commencement date in your Schedule and continues until it is ended under this clause.

20.2 Ending it for any reason. Either of us may end it for any reason on 30 days' written notice.

20.3 Your other routes out. You may also end it on 30 days' written notice if you do not accept a new version of these terms notified under clause 2.2A, or if you withdraw the payout authority under clause 8.7.

20.4 Ending it straight away. Either of us may end it immediately, by written notice, if the other:

    (a) commits a material breach that cannot be put right, or does not put right a breach that can be within 14 days of being asked to; or

    (b) becomes insolvent, enters administration or liquidation, or has a receiver or administrator appointed.

20.5 If Stripe closes your account. We may end it immediately if Stripe closes your Stripe Account, or restricts it in a way that stops sales or Payouts and is not resolved within 30 days.

20.6 Suspension instead. We may suspend your Ticket Listings, rather than end the agreement, in the situations in clauses 4.3, 4.4, 5.8, 8.4 and 10.7, or where you cancel Performances repeatedly or at short notice without good reason, in our reasonable judgement. Suspension does not affect Tickets already sold. Repeated or short-notice cancellation without good reason may also be treated as a material breach under 20.4(a).

21. What happens to Tickets already sold

21.1 Sold Tickets stay valid. Ending this agreement does not cancel any Ticket already sold. You must honour every Ticket sold before the end takes effect, and admit those Members to their Performances under clauses 5.4 and 13.

21.2 The arrangements continue with them. For as long as there are Performances with Tickets still to be used, these clauses continue as if the agreement were still in force: clause 3 (agency), clause 7 (the money), clause 8 (Payouts and the Payout Delay), clause 9 (refunds), clause 10 (chargebacks) and clauses 12 and 13 (data protection, the Door List and the door). We will keep sending Door Lists for those Performances and making Payouts as they fall due.

21.3 No new sales. When the agreement ends, your Events and Ticket Listings come off sale. No more Tickets are sold.

21.4 If you won't honour sold Tickets. If you refuse or fail to honour Tickets sold before the end, those Performances are treated as cancelled by you. Every affected Member gets the full Face Price back, including the Platform Fee. You fund the Venue Cut and reimburse us the Platform Fees returned, which we may recover under clause 10.3 as if they were an accepted chargeback.

21.5 Final settlement. Once the last affected Performance has taken place and its Payout Delay has passed, we will pay out any remaining Venue Cuts due, less anything recoverable under clause 10, and the authority in clause 8.1 ends.

21.6 What survives. Clauses 11 (tax), 12 (data protection), 16 (confidentiality), 19 (liability), this clause 21 and clause 23 (general) continue after the agreement ends.

22. Events outside anyone's control

Neither of us is liable for failing to do something under this agreement where the failure is caused by something outside our reasonable control (force majeure), as long as we tell the other promptly and do what we reasonably can to limit the effect. This does not excuse an obligation to pay money, and it does not change clause 14.5.

23. General

23.1 Notices. Notices are given in writing to the addresses in your Schedule. Email is enough for everything except a notice ending the agreement or of a material breach, which must also be sent by post.

23.2 Transferring the agreement. Neither of us may transfer this agreement to someone else without the other's consent, which will not be unreasonably withheld. We may transfer it to a company in our group, or to a buyer of our business, by telling you.

23.3 The whole agreement. These terms and your Schedule are the whole agreement between us on their subject, and replace anything said or written before. This does not exclude liability for fraudulent misrepresentation.

23.4 No one else. No one other than you and us may enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.

23.5 Not enforcing a term. Not enforcing a term does not mean giving it up. If a term is found to be unenforceable, the rest of the agreement still applies.

23.6 Disputes. We will both try to settle any dispute in good faith, between senior people on each side, before going to court.

23.7 Law. This agreement is governed by the law of England and Wales, and the courts of England and Wales alone have jurisdiction.