1. Introduction
These Terms and Conditions constitute a legally binding agreement between WebTicketManager (WTM) and its Customer (this being the person(s) or business using WTM as a product or service). Commencing use of WTM signifies an understanding and acceptance of these Terms & Conditions and they should be read carefully.
Definitions:
- “WTM” means the web-based operating system engaged to transact the procurement process between the buyer and seller;
- “Customer” means the individual or company engaging with WTM under these terms & conditions;
- “Buyer” means the individual purchasing the product and/or services from the Seller;
- “Seller” means the product or services owner or authorised distributor of such;
1.1 If the Customer does not wish to be bound by these terms and conditions in full then they may not use WTM.
1.2 These terms and conditions may be printed but they may not be modified and are subject to IPR law(s) & copyright protection.
1.3 These terms and conditions take effect from the date of acceptance.
2. Nature of the WTM System
2.1 WTM is a web-based software as a service (SaaS) enabling the Buyer to complete the purchasing process of the products and/or services provided by the Seller online.
2.2 The features, benefits and services provided through the WTM system include:
- E-commerce facilities including “shopping cart” technologies
- Online payment and monetary management software
- Software to facilitate online sales of product
- Software to affiliate to other product sale opportunities
- E-mail marketing tools and services
- Affiliation, advertising and other such tools and services
- Reporting tools and services
- Control interface(s)
2.3 Some tools and services may include third-party components that require the Customer to agree with specific terms & conditions and/or additional license or other such fees. The Customer agrees that they are wholly responsible for any such third party relationship(s).
3. Using the WTM System
3.1 WTM provides its system subject these terms and conditions.
3.2 The Customer agrees to pay applicable fees, as agreed and confirmed, to use the WTM system.
3.3 Fees collected under this agreement are fully earned when due and non-refundable when paid.
3.4 The Customer agrees to provide WTM accurate contact details at all times.
3.5 The Customer may use WTM only in accordance with this agreement, applicable UK laws and applicable laws of any other jurisdiction.
3.6 The Customer must not use WTM in any unacceptable manner such as, but not limited to:
- Engaging in illegal or tortuous activity.
- Violating copyright, patent, trademark, trade secret or other such IPR protection.
- Publishing or transacting in any manner content that is harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, of adult nature, obscene or otherwise objectionable.
3.8 It is acknowledged and agreed that WTM does not guarantee, imply, forecast or predict any type of success or profit from, or through, the use of WTM and will not be held accountable for such in any way.
3.9 The Customer must not attempt to interfere with the working of WTM, its systems and its website and, in particular, must not attempt to circumvent security, tamper, hack, gain unauthorised entry or otherwise disrupt any computer system, server, website, router or any other applicable connected device.
4. Billing Policy
4.1 Fees become payable for using the WTM system immediately transactions conclude.
4.2 WTM will invoice the Customer the agreed fee that becomes payable immediately. Invoices for such payments may be accumulated into an agreed single invoice, multi-logged-transaction payment cycle.
4.3 The fee, along with any applicable statutory taxes such as vat or other agreed payments, must be settled within 7 days of receipt.
4.4 Online financial transactions conducted through WTM are bank and credit card approved taking all statutory security measures. WTM is governed by third party bank and credit card conditions and transaction clearing times.
4.5 WTM will endeavor to transfer cleared funds in the shortest possible time but for the avoidance of doubt, Buyers cash entering the Sellers bank account is normally between 7-21 working days from the online transaction but could be as long as 35 working days depending on third party bank and credit card clearing times along with integration into our twice-monthly payment run.
4.6 Refunds, less any applicable third-party bank charges and fees, can be made through the system in accordance with the relevant terms and conditions in force at the time and must be made back to the original card used to debit the funds. A refund value cannot exceed the original amount taken from the card.
4.7 In the event of a refund, 75% of the fees paid to WTM in relation to that transaction will be refunded and credited to the Customer account. The balance of 25% will be non-refundable and lost in administration fees.
4.8 Additional fees may be due and will be invoiced in the usual way. Failure to pay due and legitimate fees may result in the suspension of service until such fees are paid.
5. Affiliate Sales
5.1 To encourage affiliate sales, additional third-party commissions will be agreed amongst those opted-in affiliates. Such commissions and payments will be brokered at source in a similar way to the Billing Policy above.
5.2 Full tracking and reporting of affiliate sales along with payments due and made, is available through the Customer Control Panel
6. Engagement between Buyers and Sellers
6.1 It shall be the sole responsibility and decision of the Seller to enter into any legal agreement(s) relating to the transaction of goods between themselves and their Buyers.
6.2 The Seller agrees to transact their business in a legal way adhering to applicable laws and consumer rights.
6.4 WTM will have no direct correspondence with the Buyer regarding specific transactions and should they be contacted in such regard the Seller agrees, and gives permission herewith, for WTM to provide the enquirer with the registered contact details.
6.5 All transactions concluded using the WTM system will be legally binding contractual transactions exclusively between the Seller and the Buyer with WTM released from any liability what-so-ever with regard to that contract.
7. Engagement between Buyers and Sellers through an Affiliate
7.1 An affiliate does not transact directly between a Buyer and a Seller. They merely bring the Buyer and Seller together in a targeted and structured manner.
7.2 All terms under the Engagement between Buyers and Sellers (above) apply once an affiliate diverts a Seller to the Buyers WTM system.
8. Information collected by WTM
8.1 By virtue of its nature, WTM collects information from users of the system in order to complete transactions. This information is acknowledged as belonging to the Seller who is responsible for any associated legal requirement such as data protection, disclaimers, privacy policy etc.
8.2 The Customer authorises WTM to unconditionally use, store or otherwise process any information which relates to, and identifies, the Customer, in accordance with the WTM data privacy policy, to the extent reasonably necessary to administer and manage the WTM system.
8.3 The Customer authorises WTM to unconditionally use, store or otherwise process any information which relates to both individual and aggregate transactions in accordance with WTM data privacy policy, to the extent reasonably necessary for statistical, trend and marketing purposes of WTM and Partner Companies.
9. Applicability of online materials
9.1 The WTM system is controlled and operates from various offices in England, with the principal point of contact being DataSpace Ltd, Wincham Business Park, Wincham, Northwich, Cheshire CW9 6GB.
9.2 Where content and/or information are supplied by third parties, the Customer understands and accepts that WTM does not control or endorse such content in any way. Any content offered by third parties is processed in good faith but WTM does not (to the extent permitted by applicable law) accept responsibility for the accuracy or otherwise of such content (whether published on stored) and the use of such content. The Customer assumes total responsibility and risk for using their WTM system and all of information compiled and contained within it.
9.3 WTM has used its best endeavors to ensure that it complies with UK laws. However, WTM makes no representations that the functionality, materials, code or processes are appropriate or available for use in locations outside the UK. Those who use WTM from other locations do so on their own initiative and are responsible for compliance with all applicable laws. If use of WTM and/or viewing of it, or use of any material or content or services, or products offered through it are contrary to, or infringe, any applicable law in the Customer’s jurisdiction(s), then the Customer is not authorised to view or use WTM.
10. Copyright and Monitoring
10.1 The infrastructure, source code, IPR, contents, etc. of WTM, including all rights vested in it, are protected by international copyright laws and other intellectual property rights to whom the owner retains all rights.
10.2 All products and logos mentioned or referred to throughout WTM are the trade marks, service marks or trading names of their respective owners, including, but not limited to, WTM itself. The Customer may not modify, copy, reproduce, republish, upload, post, transmit or distribute, by any means or in any manner, any material or information on, collected or downloaded, including, but not limited to text, graphics, video, messages, code and/or software without the identified owners prior written consent, except where expressly invited or authorised to do so.
11. Linked sites
11.1 WTM makes no representations whatsoever about any other websites which the Customer may access through it or which may link to it. When transferring away from WTM the Customer understands that WTM has no control over the content or availability of that other website or location. In addition, a link to any other website does not mean that WTM endorses or accepts any responsibility for the content, terms and conditions of use, the general use of, such a website and WTM shall not be liable for any loss or damage caused, or alleged to be caused, by, or in connection with, the use of, or reliance on, any content, goods or services available on, or through, any other website or resource.
12. Liability
12.1 WTM excludes all other express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to WTM, its functionality, website or any other associated information or service.
12.2 The Customer agrees that WTM is released from any association, liability, warranty, refund or otherwise with regard to the products and/or services transacted through WTM and at no point does WTM become the owner or beneficiary of the products or services transacted between the Buyer and the Seller. To that end, equally, WTM does not take any legal responsibility for such product or services.
12.3 WTM will not be liable for any losses arising from loss of data, date corruption, data accuracy, loss of system use or business interruption of any kind.
12.4 WTM will not be liable for direct or indirect, special, incidental, consequential or punitive damages of any kind including, but not limited to, loss of profits, regardless of the form of action whether in contract, tort (including negligence) strict liability or otherwise even if WTM has been advised of the possibility of such damages
12.5 The Customer irrevocably covenants and agrees to indemnify WTM, and its assigns, and to hold them harmless from, and against, any losses, claims, expenses, damages, law suits, liabilities, demands, joint or several, of whatever kind and of whatever reason that they may refer, or to which they may become subject, arising out of, or relating in any way to, the use of WTM. This shall include, but not be limited to, legal fees, costs and legitimate expenses incurred in defending such a claim.
12.6 It is the intention of WTM to be error-free and provide uninterrupted functionality and access 24/7/365 but this cannot be guaranteed. The Customer understands this and places no liability on WTM for failure to achieve this intention.
12.7 WTM endeavors to ensure that published materials, data and information are accurate but the Customer acknowledges and agrees that such content is provided and uploaded by third parties on an ‘as is’ basis and no liability lies with WTM.
12.8 The Customer assumes total responsibility and any associated risk for using the WTM system and the information contained within it.
12.9 In circumstances where the Customer suffers loss or damage arising out of, or in connection with, the viewing, use of, performance of the WTM system or its contents, WTM accepts no liability whether due to inaccuracy, error, omission or any other cause and whether on the part of WTM or its servants, agents or any other person or entity.
12.10 Any limitation on liability does not apply to any liability WTM may have for death or personal injury resulting from its negligence or for fraudulent misrepresentation.
12.11 The Customer is responsible for ensuring that their computer system meets all relevant technical specifications necessary to utilise WTM and its functionality.
12.12 The Customer understands that WTM cannot, and does not, guarantee or warrant that any material or data available through WTM will be free from infection, viruses and/or other code that has contaminating or destructive properties and is, therefore, responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks).
12.13 The limitations and exclusions do not affect the Customer’s non-excludable statutory rights and only apply to the extent permitted by applicable law.
12.14 In all cases, the maximum liability of WTM under this agreement shall not exceed the total amount paid by the Customer to WTM in relation of fees for a period not exceeding one (1) month prior to the date on which such a liability arose.
13. General
13.1 WTM may assign, transfer or subcontract any or all of its rights and obligations under these terms and conditions at any time.
13.2 The right is reserved to make alterations or changes to these Terms & Conditions at any time, ensuring that existing customers receive notification of the latest copy to their registered address. Should the revised Terms & Conditions be unacceptable to an existing customer, they may terminate this agreement without penalty as detailed under Immediate Termination (below).
13.3 These terms and conditions together with the Privacy Policy, are the whole agreement between WTM and the Customer. The Customer acknowledges that it has not entered into this agreement in reliance upon any statement, warranty or representation made by WTM or any other person and irrevocably and unconditionally waives any rights to claim damages and/or to rescind these terms and conditions by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms and conditions and the Privacy Policy.
13.4 If any provision or term of these terms and conditions shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.
13.5 These terms and conditions and use of WTM are governed by English law.
13.6 Except in respect of a payment obligation, neither the Customer nor WTM will be held liable for any failure to perform any obligation to the other due to causes beyond the respective reasonable control.
13.7 Failure or delay by either party enforcing an obligation or exercising a right under these terms and conditions does not constitute a waiver of that obligation or right.
13.8 These terms and conditions do not confer any rights on any person or party (other than the Customer and/or WTM) pursuant to the Contracts (Rights of Third Parties) Act 1999.
14. Termination
14.1 Either party may terminate this agreement at any time by giving notice of at least thirty (30) days.
14.2 Either party may terminate this agreement immediately and without notice if either is in breach of these terms and conditions.
14.3 Following termination the client will have no right to access or use the WTM system or services.
14.4 Following termination, WTM will return all property, including data, to the customer within ten (10) working days subject to any applicable fees being paid and the account being up-to-date.
15. Notices
15.1 All notices shall be given:
- To WTM: Via e-mail to: info@webticketmanager.com or by post to: DataSpace Ltd, Wincham Business Park, Wincham, Northwich, Cheshire CW9 6GB.
- To the Customer at either their e-mail or postal address recorded in their account.
15.2 All notices shall, except where otherwise specifically provided, be in writing English and may be:
– sent by e-mail, in which case it shall be deemed to have been served when an e-mail is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt);
– if within the United Kingdom, sent by first class pre paid post, in which case it shall be deemed to have been given three (3) days after the date of posting; or
– if from or to any place outside the United Kingdom, sent by pre paid airmail post, in which case it shall be deemed to have been given seven (7) Business Days after the date of posting.
16. Force Majeure
16.1 Except where otherwise expressly stated in these terms and conditions, we will not accept liability or pay compensation where the performance or prompt performance of our contractual obligations is prevented or affected by, or you otherwise suffer any damage or loss, as a result of “force Majeure”. For the avoidance of doubt, in these conditions, “force majeure” means any event which we, or our sub-contractors, could not, even with all due care, foresee or avoid. Such events include, but are not limited to, war, threat of war, riot, civil strife, terrorism, industrial disputes, natural disaster, adverse weather, fire, etc.
17. Complaints & Disputes
17.1 Any disputes or complaints must be brought to the attention of WTM in writing no longer than twenty-one (21) days from the origin of such. WTM shall then be granted an additional sixty (60) days to investigate and resolve such a dispute or complaint without involving third parties or outside solicitors, litigation or counsel.
17.2 In the event of a complaint or dispute not being satisfactorily resolved, both parties irrevocably agree that the dispute will be determined by final and binding arbitration pursuant to the United Kingdom and that such arbitration be conducted in accordance with the Rules and Procedures in current effect under English law.
17.3 If all, or part of, any clause contained within this agreement shall either individually, partially or together be adjudged void, illegal or unenforceable, but would be adjudged valid if deleted, amended, limited or compromised, then such clause shall apply with said alteration.
