Terms and Conditions



TERMS FOR SUPPLY OF SERVICES

1. INTRODUCTION

1.1.

Welcome to ‘FestivalPro’ (“FestivalPro” or the “Service”), which is operated by Festival Pro Limited, a company incorporated in England and Wales with registered number: 11678635 and registered address: R.A.D. Labs, 64 Cropley Street, London, N1 7GX) (“us”, “we”, or “our”).

1.2

The following terms and conditions of use govern your use of FestivalPro which you can gain access to via our website which is available at: https://www.festivalpro.com (the “Website”)

2. ACCEPTANCE

2.1.

FestivalPro is offered to you (“you” or “your”) subject to your acceptance without modification of all of these terms and conditions and our Privacy Policy https://www.festivalpro.com/privacypolicy.html (collectively, the “Terms”). Please review these Terms carefully. By accessing or using the Service, you signify your agreement to these Terms. If you do not agree to these Terms, you must not access or use FestivalPro.

2.2. You agree that we may automatically upgrade or update our Services, and these Terms will apply to any upgrades or updates.

2.3.If you do not agree to any part of these Terms, then you may not access or use any of our Services.

2.4.

We may post additional terms that apply to certain services, activities, competitions, applications or other features we provide (for example third party payments terms) (the “Additional Terms”), and you agree you will be bound by such Additional Terms. In the event of any conflict between the terms of the Additional Terms and these Terms, the Additional Terms shall prevail.

2.5. The words "include", "includes", "including" and "included" will be construed without limitation unless inconsistent with the context.

2.6. The Agreement (as varied in accordance with its terms) forms the entire understanding of the parties in respect of the matters dealt within it and supersedes all previous agreements, understandings and negotiations between the parties.

3. ACCOUNT

3.1. Use of FestivalPro requires an account (an “Account”). You agree to provide us with complete and accurate information when you register for an Account.

3.2. You agree to maintain the confidentiality of your Account, credentials, and any passwords necessary to use FestivalPro. If you believe that there has been an unauthorised use of your Account, credentials or password, you must immediately change your credentials and/or password and notify us.

3.3. You undertake and agree to be solely responsible and liable with respect to any of the uses, including by you or your end users (“End Users”), of the Services which occur under your Account and for any of content uploaded or provided by you, or imported, copied or uploaded for you, to your Account (“Customer Provided Data”) (including for any consequences of accessing, using or publishing Customer Provided Data on or with respect to the Services).

4. SERVICE DESCRIPTION

4.1. The Services we provide include the FestivalPro Management online software solution that we make available for you to use via a network connection.

4.2. FestivalPro’s features are fully detailed on our website.

5. TERM

5.1. The term of your FestivalPro subscription starts on the date you pay the FestivalPro System Set-up Fee and runs for a period of 12 months unless cancelled in accordance with these Terms (the “Order Term”).

6. ACCESS RIGHTS AND USE OF FESTIVALPRO

6.1. During the applicable Order Term, you may only access and use FestivalPro in accordance with these Terms and any applicable Additional Terms.

6.2. Messaging facilities

6.2.1. FestivalPro may provide you with functionality which allows you to send and receive messages to and from third parties (“Messages”). You are solely responsible for your Messages and the consequences of sending them.

.6.2.2. You agree to indemnify us for any losses we suffer as a result of any Messages you send via FestivalPro (for example where you send third parties messages in breach of data protection legislation).

6.3. Customer Provided Data

6.3.1. You are solely responsible for the data and other content you input into the system or environment (“Customer Provided Data”). As between you and us, you are and will remain the sole and exclusive owner of all rights in the Customer Provided Data.

.6.3.2.You hereby grant to us all the necessary rights to the Customer Provided Data that we require to provide FestivalPro and you confirm that you have the right to grant us this licence.

6.3.3. You confirm that Customer Provided Data is (and will continue to be) true, current, accurate, non-infringing upon any third party rights or data protection principles, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display or otherwise use, in the country in which you or your End Users reside, or for us and/or your End Users to access, import, copy, upload, use or possess in connection with FestivalPro.

.6.3.4.We will only use the Customer Provided Data as necessary to provide FestivalPro, technical support, or as otherwise required by law.

7. TICKETING AND PAYMENTS VIA FESTIVALPRO

7.1. For the avoidance of doubt, we do not and will not provide banking, deposit taking, stored value, insurance or any other financial services to you and it is your responsibility to open and operate a compatible bank account for any ticket revenue to be paid into (such as Stripe or PayPal). We show you a balance of proceeds for your events in your FestivalPro account; however, that balance merely reflects the amount of fees collected by the third-party payment service.

7.2. Upon an order for tickets being placed by an attendee and confirmed through FestivalPro, FestivalPro generates a confirmation message and issues a unique confirmation number and QR code for an attendee’s order. You agree to unconditionally accept, honor and fulfill all ticketing, registration, merchandise and donation commitments that have been confirmed by us through the Services, and it is your responsibility to verify an attendee’s confirmation number and/or any event restrictions prior to the applicable event.

7.3. As part of the creation of a paid event or at any time following such creation, you may be required by FestivalPro to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, “Additional Registration Data”). As an example, the Additional Registration Data may include a current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, tax identification numbers, date of birth, passport or driver’s licence number, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services for paid events. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.

8. TAXES

8.1. You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Services and you agree that it is your sole responsibility to, and that you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities, even if we provide you with tax tools or tax calculators that assist you in doing so.

8.2. We do not represent, warrant or guarantee that any tax tools or tax calculators provided to you will meet all tax requirements that may be applicable to you or that such tax tools or tax calculators will result in your collection or remittance of all applicable Taxes, which Taxes may vary based on the nature of your event, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of your attendees, credits and deductions for which you may qualify and other factors, and you hereby release us from any and all liability with respect to your use of the tax tools and/or tax calculators. None of such tax tools or tax calculators should be considered legal or tax advice. If you use any tax tools or tax calculators that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. We cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes.

8.3. To comply with sales tax regulations of the European Union (the “EU”), FestivalPro is required to collect various Taxes and you agree to use your reasonable endeavours assist us.

9. FEES AND PAYMENT

9.1. Fees

9.1.1. FestivalPro is offered for a fee. By using FestivalPro you agree to pay the fees specified on our Website or separately communicated to you which, depending on the type of service, we will bill or charge you for up-front or in regular intervals (either monthly or annually) until you cancel.

9.1.2. We use a third-party payment system to process payments and your use of their payment system is subject to their terms and conditions.

9.1.3. Unless otherwise in writing, we will charge you 2% of the gross value of all invoices generated by the FestivalPro system plus any applicable taxes (VAT if due).

9.1.4. Where you require support, consultancy or other services which are in excess of those which can be provided as part of the standard support packages listed on our website (to be decided in our absolute discretion), we will provide you with a separate quote for providing such services.

9.2. Payment

9.2.1. If your payment for the Service fails or you do not pay for on time, we may immediately cancel or revoke your access to FestivalPro and suspend the provision of any other services. If you contact your bank or credit card company to decline or reverse the charge of fees for FestivalPro, we may revoke your access to FestivalPro.

9.3. Automatic Renewal

9.3.1. To ensure uninterrupted service, your subscription to our FestivalPro is automatically renewed. This means that unless you cancel a FestivalPro before the end of the applicable subscription period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable subscription fee (as well as any taxes). Your FestivalPro are renewed for the same interval of time. For example, if you purchase an annual plan, you will be charged each year and if you purchase a monthly plan, you will be charged each month.

9.4. Refunds

9.4.1. While you may cancel FestivalPro at any time, refunds are issued in our sole discretion.

9.5. Fee Changes

9.5.1. We may change our fees for FestivalPro at any time. We will give you advance notice of the fee changes. If you don’t agree with the fee changes, you can cancel FestivalPro.

9.5.2. Prices will be quoted in writing or, in the absence of a written quote, as set out on our website.

9.6. Invoices

9.6.1. Where we issue with an invoice (for example where you don’t sign up to a monthly or yearly payment package but instead pay via invoice), you agree to pay all invoiced amounts within fifteen (15) days of our invoice date. We may suspend or cancel FestivalPro if you breach your obligations under this clause.

9.7. Interest on Late Payment

9.7.1. If invoices are not settled in full you are liable to pay interest on any sum outstanding from the due date for payment at the annual rate of 8% above the Bank of England’s base rate accruing on a daily basis until payment is made whether before or after any judgement.

10. USAGE LIMITATIONS

10.1. FestivalPro may be used only for your internal business purposes and you may not:

10.1.1. use our systems in such a manner that cause you to overload our systems or exceed any usage limitations identified in any Additional Terms;

10.1.2. sell, resell, license, sublicense, lease, rent, or distribute FestivalPro, or include FestivalPro as a service or outsourcing offering, or make any portion of FestivalPro available for the benefit of any third party;

10.1.3. copy or reproduce any portion, feature, function, or user interface of FestivalPro;

10.1.4. interfere with or disrupt the integrity or performance of FestivalPro;

10.1.5. use FestivalPro to submit, send, or store material that is obscene, threatening, libellous or otherwise unlawful or tortuous material, violates any third party’s privacy rights, or infringes upon or misappropriates intellectual property rights;

10.1.6. use FestivalPro to disrupt or cause harm to a third party’s system or environment;

10.1.7. access FestivalPro to build a competitive product or service; or

10.1.8. reverse engineer any aspect of FestivalPro.

11. INFORMATION

11.1. Confidentiality

11.1.1. 11.1.1. Where information disclosed by one Party to the other under these Terms is marked as 'confidential' or the circumstances of its disclosure reasonably dictate that it should be considered confidential, the other Party shall treat such information as confidential. Disclosed confidential information must: (i) only be used by the receiving party, and (ii) not be disclosed to any other company or person unless strictly necessary, for the purpose of fulfilling its obligations under these Terms. This clause does not apply to information that: (i) was known or becomes known to the receiving party without obligation of confidentiality; (ii) is created separately by the receiving party; or (iii) where disclosure is required by applicable law.

11.2. Personal Information

11.2.1. You will ensure that you have all necessary consents, permissions and licences to make use of the Services. This includes obtaining all appropriate consents and approvals from third parties and attendees as required under applicable data protection legislation.

11.2.2. 11.2.2. In providing the Services we will be acting as a data processor and you will be acting as data controller in respect of any of your customers’ personal information (“PII”).

11.2.3. Both parties agree to comply with their obligations under relevant data protection legislation.

11.2.4. 11.2.4. Any PII you provide to us is processed in accordance with our Privacy Policy (https://www.festivalpro.com/privacypolicy.html).

11.3. Data Security

11.3.1. We implement technical and organisational measures to protect Customer Provided Data.

12. PERFORMANCE

12.1. Our ability to deliver FestivalPro will depend on your reasonable and timely cooperation, and the accuracy and completeness of any information needed from you to deliver FestivalPro.

13. FESTIVALPRO OPERATIONS

13.1. Provided that during the Order Term we do not materially degrade the performance of FestivalPro, we reserve the right to:

13.1.1. modify the systems and environment used to provide FestivalPro; and

13.1.2. make any changes to FestivalPro that it deems necessary or useful to maintain or enhance the quality or delivery of our services to our customers, the competitive strength of or market for our services, or FestivalPro’ cost efficiency or performance.

14. MAINTENANCE AND SUPPORT

14.1. Availability

14.1.1. We will provide FestivalPro using reasonable care and skill. We will use commercially reasonable endeavours to ensure FestivalPro is generally available but you acknowledge that on occasion FestivalPro will be unavailable to permit maintenance or other development activities to take place. We shall endeavour to provide you with reasonable notice of any planned downtime.

14.2. Support

14.2.1. We will charge you for support tickets you raise as described on our Website. We calculate 1 support ticket as taking 1 hour of our time to resolve.

14.2.2. To the extent you require advanced support (the definition of which shall be determined in our absolute discretion) we will provide you with a separate quote for providing you with such assistance.

15. WARRANTIES

15.1. Warranty. We will perform FestivalPro by qualified personnel using good business practices.

15.2. Exclusions. We do not warrant that FestivalPro will be uninterrupted or error free. To the extent permitted by law, we disclaim all other warranties other than those set out in these Terms.

16. INTELLECTUAL PROPERTY RIGHTS

16.1. Your licence of IP. You grant us a worldwide, non-exclusive, non-transferable, royalty-free right and licence to any intellectual property, including Customer Provided Data, that is necessary for us and our designees to have access to in order to perform our obligations under these Terms.

16.2. Transfer of IP. No transfer of ownership of any intellectual property will occur under these Terms.

16.3. Licence Termination. If you fail to comply with these Terms, we may terminate any licence granted under these Terms upon written notice.

16.4. Infringements of Intellectual Property Right. We are not responsible for claims resulting from Customer Provided Data or from any unauthorised use of the products or services. You will indemnify us from and against third party claims arising from Customer Provided Data or customized configuration or designs (i) performed or provided by you or (ii) performed at your direction.

17. INDEMNITY

17.1. You agree to fully indemnify and keep us and our associated companies, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including legal fees) whatsoever incurred by it and arising from any of the following:

17.1.1. your:

17.1.1.1. breach of these Terms

17.1.1.2. Negligence; or

17.1.1.3. other default;

17.1.2. the operation or break down of any IT systems owned or used by the you; and 17.1.3. your use or misuse of the Services.

18. LIMITATION OF LIABILITY

18.1 Our liability to you under these Terms is limited to the amount paid by you to us under these Terms in the 12 months preceding the date on which you first bring your claim against us. We will not be liable for indirect, special or consequential costs or damages, or lost revenues or profits, downtime costs, loss or damage to data. This clause does not limit either Party’s liability for any liability which may not be limited or excluded by applicable law.

19. ENTIRE AGREEMENT

19.1. These Terms and any Additional Terms are the entire agreement between the Parties. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf. These Terms apply to these Terms to the exclusion of any other terms that you impose or incorporate (or attempt to impose or incorporate) or which are implied by trade, custom, practice or course of dealing.

20. FORCE MAJEURE

20.1. Except for payment obligations, neither Party will be liable for delays due to causes beyond its reasonable control.

21. SUSPENSION

21.1. We may suspend your access and use of FestivalPro if:

21.1.1. you breach these Terms and you fail to remedy the breach within a reasonable period after being notified by us in writing; or

21.1.2. your use of FestivalPro violates the law.

21.2. The suspension will become effective after the lapse of the cure period (where applicable).

21.3. You will remain responsible for any applicable fees from the date of the suspension and during the suspension period. This includes usage and data storage fees.

22. TERMINATION

22.1. Termination on Notice

22.1.1. These Terms may be terminated on written notice by a Party if the other Party materially breaches these Terms and fails to remedy its breach within a reasonable period after being notified of such a breach in writing by the other Party.

22.1.2. These Terms may also be terminated by either party providing the other party with 30 days notice in writing.

22.2. Insolvency

22.2.1. If a Party becomes insolvent, unable to pay its debts when due, files for or is subject to bankruptcy or receivership, or asset assignment, the other Party may, where permitted by law, terminate these Terms and cancel and unfulfilled obligations.

22.3. Suspension

22.3.1. We may terminate these Terms on 30 days notice if your access and use has been suspended.

22.4. Effect of Termination

22.4.1. Except where the termination is our fault, you shall not be entitled to any refunds, and payment obligations cannot be cancelled. On the termination or expiration of a Order Term, except where otherwise stated in the Additional Terms:

22.4.1.1. we may disable all of your access to the applicable FestivalPro;

22.4.1.2. you shall promptly return to us or, at our request, destroy any of our Licenced Software provided with FestivalPro; and

22.4.1.3. we will make all Customer Provided Data available in the format generally provided by us, or as specified in applicable Additional Terms.

23. SURVIVORSHIP

23.1. Any term which should reasonably be expected to survive termination or expiration of these Terms will survive termination of these Terms, will remain in effect until it is fulfilled, and shall apply to both Parties’ respective successors and permitted assigns.

24. THIRD PARTIES

24.1. The ability of third parties to enforce any rights under the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.

25. APPLICABLE LAW

25.1. Each Party agrees to comply with the laws applicable to its business and you also agree to comply with any laws applicable to End Users in any of your geographical locations, including, without limitation, any applicable privacy, data protection and anti-spam laws.

26. GOVERNING LAW

26.1. These Terms and any dispute arising under or in any way connected with the subject matter of these Terms (whether of a contractual or tortious nature or otherwise) shall be governed by and construed in accordance with the law of England and Wales, and the parties submit to the exclusive jurisdiction of the English and Welsh Courts.

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