In the Terms and Conditions the following definitions shall apply:
Agent: Jack Roe USA Inc with Registered Office at 206 South 11th Street, Nashville TN 37206
Customer Site(s): Event locations named on the Agent’s invoices and service contract
Operator: Operator named on the Agent’s invoices and service contract
Services: The Services that are included on the Operator’s Service Contract.
Terms: The Agency Terms set out forthwith in this document.
Insolvency Proceeding: Insolvency Proceeding means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.
Payment Processing
Terms 1-14 shall apply to all services provided under Payment Processing Services.
1. The Operator appoints the Agent to have authority of the Operator for the processing of credit and debit card transactions for the sale of tickets and associated products and services for event(s) or performance(s) made available by the Operator (“Events” and, individually, an “Event”) and in respect of such other tickets, vouchers, coupons, gift cards, virtual events, merchandise, food items and arrangements (together, “Products”) as may be mutually agreed between the parties from time to time. In this connection (and for the avoidance of doubt), the Agent shall have authority of the Operator to accept bookings for Events and to sell Products on behalf of the Operator to customers of the Operator.
2. The Operator agrees to the Terms and Conditions of our Payment Processor, Adyen: https://www.adyen.com/legal/terms-and-conditions
3. The Operator agrees not to attempt to sell any Products or Services that are listed on our payment processor’s Restricted and Prohibited Items list: https://www.adyen.com/legal/list-restricted-prohibited.
4. The Agent shall notify the Operator of any complaints and claims made to the Agent by customers in relation to payments for any Event or in respect of the organization of an Event itself which the Agent considers itself unable to resolve and the Operator hereby agrees to deal promptly and fairly with all such complaints and claims referred to it by the Agent.
5. The Agent shall keep the Operator indemnified against all claims and liabilities attributable to acts or omissions committed by the Agent in breach of or outside the scope of the Agent’s authority.
6. The Operator undertakes to keep the Agent indemnified against all costs, claims, damages, expenses and liabilities relating to or arising out of any Event (including, if applicable, its cancellation or alteration in any way) or Product except to the extent that such are attributable to the acts or omissions of the Agent.
7. Any moneys paid to the Agent by customers in respect of the purchase price of tickets for Events or any Products will be held by the Agent as agent for the Operator until the date on which the Agent pays such moneys to the Operator in accordance with the Agent’s advised payment schedules. The Agent undertakes to account to the Operator for all payments taken from customers and to assist the Operator in matching payments received against PoS system records of tickets sold.
8. The Agent shall deduct processing charges in accordance with the Agent’s current advised rates on all moneys collected by it as Agent for the Operator. The entitlement to any such processing charges shall become effective upon the making of the relevant booking by the customer, and the Operator shall not be entitled to any refund in respect of processing charges due to the Agent for any reason whatsoever other than in the case of correction of an error on the part of the Agent.
The Operator agrees that any processing charges due to the Agent under these Terms, including monthly recurring charges, may be deducted by the Agent when accounting to the Operator for the moneys to which it relates.
9. The Operator agrees that any processing charges due to the Agent under these Terms, including monthly recurring charges, may be deducted by the Agent when accounting to the Operator for the moneys to which it relates.
10. The Agent may at any time, without notice to the Operator set off any liability of the Operator to the Agent against any liability of the Agent to the Operator, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms. Any exercise by the Agent of its rights under this clause shall not limit or affect any other rights or remedies available to it under these Terms or otherwise.
11. Should a payment be collected in whole or in part through administrative or system error on the Agent’s part, the Agent reserves the right to make any refund due without the express permission of the Operator and to deduct the net cost of any repayment arising from remittances due to the Operator including future remittances due in cases where payments to be so refunded have already been passed to the Operator by the Agent.
12. The Operator undertakes that it will at all times ensure that funds received by it in respect of the sale of tickets for Events to customers are retained in a separate account on trust for such customers, pending the actual holding of the Event in question and/or that full and appropriate insurance cover is in place to ensure that all ticket-purchasers will be refunded in full should an Event not take place or if the Operator should for any other reason fail to provide an Event in the form or with the content originally advertised or contracted.
13. The Operator shall pay any incidental charges arising from refunds made to customers in respect of Event cancellations or modifications in all cases except where the customer has been charged the incorrect price for a ticket through the fault of the Agent.
14. These Terms shall begin on the date of first supply of the Services and shall continue in force until the Services are terminated:
By either party giving not less than 20 working days’ written notice of termination to the other.
(b) Forthwith by either party giving written notice to the other party in any of the following events:
(i) if a distress or execution is levied against any of the property of the other party and is not paid out within seven days or
(ii) if the other party ceases to carry on its business or substantially the whole of its business or
(iii) if the other party announces that it is intending to cease, or considering ceasing to carry on its business or substantially the whole of its business or
(iv) if an encumbrancer takes possession, or a receiver is appointed of any part of the assets of the other party or
(v) if the other party is unable to pay its debts within Insolvency Proceeding or becomes unable to pay its debts as they fall due or suspends or threatens to suspend making payments with respect to all or any class of its debts.
15. The Operator appoints the Agent to be sole agent of the Operator for the sale of tickets and associated products and services via the Internet for event(s) or performance(s) made available by the Operator (“Events” and, individually, an “Event”) and in respect of such other tickets vouchers coupons and arrangements (together, “Products”) as may be mutually agreed between the parties from time to time. In this connection (and for the avoidance of doubt), the Agent shall have authority of the Operator to accept bookings for Events and to sell Products on behalf of the Operator to customers of the Operator.
16. The Agent agrees to act as such agent and to process bookings, requests for tickets for Events and purchases of Products made by customers via the Internet directed from agreed Operator-contracted web-browsing sites to the Agent’s designated booking server. The parties agree that is it is not the responsibility of the Agent to provide or to fund in any way the information to be browsed by customers prior to selecting an option to make an actual booking and the Operator shall be responsible for complying with all applicable laws in relation to the advertisement of products and services to its customers.
17. The termination of the Services shall not prejudice any rights of either party in existence prior to the effective date of termination.
18. The Agent will use reasonable endeavours to ensure that the payments system will be operable and available for processing payments for bookings throughout the period of the Services but no liability is accepted whatsoever for any loss, direct or consequential said to result from the service not being in operation at any time and for any reason whatsoever.
19.Nothing herein contained shall preclude the Agent from providing similar or other services related to any third party operator.
20.Any and all internet connection, standing charges and telecommunications costs associated with the processing of all payments by or for the Operator are entirely the responsibility of the Operator.
21. Any notice given hereunder by either party to the other may be sent as a document attached to an email or prepaid signed-for post to the registered office of the addressee in which event it shall be deemed to have been received on the date of delivery recorded by the USPS. Any notice transmitted by email shall be confirmed by prepaid signed-for post mailed within 24 hours of the emailed document.
22. These Terms shall supersede any and all prior Agreements, Terms or arrangements between the parties hereto on these matters.
23. Neither party may assign the use or provision of the Services without the prior consent of the other. Save in the case of an approved assignment the rights contained in these Terms are personal to the parties hereto.
24. Should any part of these Terms be deemed to be not in accordance with established law at any time, the remainder of the Terms will not be voided and remain in force.
25. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject-matter or formation shall be governed by the laws of Tennessee, USA.
26. All disputes hereunder shall be resolved in the applicable state or federal courts of Tennessee. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.