Ticketing Services Agreement

  1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1.1       Definitions:

Basic Deliverables: any basic deliverables set out in the Order.

Basic Services: the basic services set out in the Order.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.

Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Client: the person or firm who purchases Services from the Supplier.

Client Default: has the meaning set out in clause 4.2.

Deliverables:  the Basic Deliverables and the Enhanced Deliverables (as applicable), set out in the Order and the Specification (as applicable) produced by the Supplier for the Client.

Enhanced Deliverables: the enhanced deliverables set out in the Specification.

Enhanced Services: the enhanced services set out in the Specification.

Event: means the event set out in the Order.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Client's order for Services as set out in the Supplier’s submission form found at https://expoware.io/coventry2021-eventsetup.

Services: the Basic Services and the Enhanced Services (as applicable), including the Deliverables, supplied by the Supplier to the Client as set out in the Order and the Specification (as applicable).

Specification: the description or specification of the Enhanced Services and the Enhanced Deliverables provided in writing by the Supplier to the Client.

Supplier: Coventry City of Culture Trust registered in England and Wales with company number 09808960.

Supplier Materials:  has the meaning set out in Clause 4.1.7.

Ticket: an admission ticket in relation to the Event.

Ticket Revenue: the total sums collected by the Supplier from sales of Tickets to end-customers excluding any authorised refunds prior to the Event. 

1.2       Interpretation:

1.2.1    A reference to legislation or a legislative provision:

(a)        is a reference to it as amended, extended or re-enacted from time to time; and

(b)        shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.2.2    Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.3    A reference to writing or written includes email.

  1. BASIS OF CONTRACT

2.1       The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2       The Order shall only be deemed to be accepted when the Supplier issues email acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3       Any samples, drawings, descriptive matter, illustrations, descriptions or advertising issued by the Supplier are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4       These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5       Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

  1. SUPPLY OF SERVICES

3.1       The Supplier shall supply the Services to the Client in accordance with the Order and the Specification (as applicable) in all material respects.

3.2       The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order and / or the Specification (as applicable), but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3       The Supplier reserves the right to amend the Specification and the Order if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.

3.4       The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.

  1. CLIENT'S OBLIGATIONS

4.1       The Client shall:

4.1.1    ensure that the terms of the Order and any information it provides in connection with the Specification and the Contract are complete and accurate and provided within the timeframes notified by the Supplier to the Client from time to time (as applicable);

4.1.2    co-operate with the Supplier in all matters relating to the Services;

4.1.3    provide the Supplier, its employees, representatives, agents, consultants and subcontractors promptly with such information and materials as the Supplier, its employees, representatives, agents, consultants and subcontractors may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects and is not in any way misleading;

4.1.4    obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

4.1.5    comply, with all applicable laws, regulations, rules, codes and ordinances in connection with the Services and the Event;

4.1.6    comply with any additional obligations as set out in the Specification (as applicable);

4.1.7    keep all materials, equipment, documents and other property of the Supplier as may be detailed in the Specification (Supplier Materials)  in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's instructions or authorisation;

4.1.8    at all material times act in good faith towards the Supplier; and

4.1.9    not do, or omit to do, anything in connection with the Contract and the Event that could adversely affect the Supplier’s reputation.

4.2       The Client acknowledges and agrees that it is solely responsible for the accuracy and completeness of the information that it provides to the Supplier and the Supplier shall have no liability of any kind to the Client, the end-customers or any other third party if such information is inaccurate, incomplete or misleading.

4.3       If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client, its employees, representatives, agents, consultants and subcontractors or failure by the Client to perform any relevant obligation (Client Default):

4.3.1    without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;

4.3.2    once the Client remedies the Client Default then the Supplier shall be entitled to a reasonable extension of time to perform its relevant obligations;

4.3.3    the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.3; and

4.3.4    the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

  1. CHARGES AND PAYMENT

5.1       The Charges for the Services shall be as set out in the Order and the Specification (as applicable).

5.2       The Supplier shall invoice the Client on completion of the Services..

5.3       The Client shall pay each invoice submitted by the Supplier:

5.3.1    within 30 days of the date of the invoice or within such timeframe as agreed between the parties from time to time; and

5.3.2    in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

5.4       All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Client, the Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.5       If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.6       All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

  1. PAYMENT OF TICKET REVENUE

6.1       Subject to the remainder of this clause 6, the Supplier shall pay the Client the total amount of Ticket Revenue on all Tickets sold to end-customers.

6.2       The Ticket Revenue payable pursuant to clause 6.1 shall be due and payable to the Client within seven days of the completion of the Event.

6.3       The Client shall (i) pay any requested refunds of the relevant Ticket Revenue directly to end-customers after the completion of the Event; and (ii) indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claims made against the Supplier by end-customers in respect of any requested refunds of the relevant Ticket Revenue.

6.4       The Client acknowledges and agrees that if the Event is cancelled then the Supplier shall be entitled to refund the Ticket Revenue to the end-customers. 

  1. INTELLECTUAL PROPERTY RIGHTS

7.1       All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Supplier.

7.2       The Supplier grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables.

7.3       The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2.

7.4       The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, sub-licensable licence to use, copy and modify any materials provided by the Client to the Supplier for the term of the Contract for the purpose of providing the Services to the Client.

7.5       The Client shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier’s use of the Client’s materials.

7.6       Notwithstanding any provision to the contrary in these Conditions, the Supplier retains the right to use all know-how and residual knowledge obtained in connection with the Services and/or the Deliverables and nothing in these Conditions shall prevent the Supplier from using any know-how, methodologies, ideas or concepts acquired before or during the performance of the Services, for any purpose, subject always to the obligation not to disclose the Client’s confidential information under clause 12.3.

  1. DATA PROTECTION

The parties shall comply with their data protection obligations as set out in Schedule 1.

  1. LIMITATION OF LIABILITY

9.1       The Client is responsible for making its own arrangements for the insurance of any excess loss.  

9.2       References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3       Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

9.4       Nothing in this clause 9 shall limit the Client's payment obligations under the Contract (as applicable).

9.5       Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

9.5.1    death or personal injury caused by negligence;

9.5.2    fraud or fraudulent misrepresentation; and

9.5.3    breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.6       Subject to clause 9.3 (No limitation in respect of deliberate default), and clause 9.5 (Liabilities which cannot legally be limited), the Supplier's total aggregate liability to the Client in connection with the Contract for any loss or damage whether for negligence, breach of contract or otherwise shall not exceed £10,000 (ten thousand pounds).

9.7       Subject to clause 9.3 (No limitation in respect of deliberate default), clause 9.4 (No limitation of Client's payment obligations) and clause 9.5 (Liabilities which cannot legally be limited), the following the types of loss are wholly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software; data or information; loss of or damage to goodwill; and indirect or consequential loss.

9.8       The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract, further to this the Supplier the makes no warranty that (i) the Services (or any portion of the Services) will meet the Client’s requirements or expectations (other than as set out in the Specification); (ii) the Services will be uninterrupted, timely, secure, or error-free (as applicable); or (iii) any results that may be obtained from the use of the Services will be accurate or reliable.

9.9       Unless the Client notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9.10     This clause 9 shall survive termination of the Contract.

  1. TERMINATION

10.1     Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one month’s written notice.

10.2     Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

10.2.1  the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

10.2.2  the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.2.3  the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

10.2.4  the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.3     Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:

10.3.1  the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified to make such payment; or

10.3.2  there is a change of control of the Client.

10.3.3  Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier if:

10.3.4  the Client fails to pay any amount due under the Contract on the due date for payment;

10.3.5  the Client becomes subject to any of the events listed in clause 10.2.3 or clause 10.2.4, or the Supplier reasonably believes that the Client is about to become subject to any of them; and

10.3.6  the Supplier reasonably believes that the Client is about to become subject to any of the events listed in clause 10.2.2.

  1. CONSEQUENCES OF TERMINATION

11.1     On termination or expiry of the Contract:

11.1.1  the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt.

11.1.2  the Client shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Supplier may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

11.2     Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11.3     Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

  1. GENERAL

12.1     Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2     Assignment and other dealings.

12.2.1  The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

12.2.2  The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

12.3     Confidentiality.

12.3.1  Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3.2.

12.3.2  Each party may disclose the other party's confidential information:

(a)        to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.3; and

(b)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3.3  Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

12.4     Entire agreement.

12.4.1  The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.4.2  Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

12.5     Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6     Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.7     Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 12.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.8     Notices.

12.8.1  Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email, in the case of the Supplier to [email protected] and in the case of the Client to the address specified in the Order or as notified by one party to the other party from time to time.

12.8.2  Any notice shall be deemed to have been received:

(a)        if delivered by hand, at the time the notice is left at the proper address;

(b)        if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c)        if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. For the purposes of this clause 12.8.2(c), “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

12.8.3  This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.9     Third party rights.

12.9.1  Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.9.2  The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

12.10   Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

12.11   Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

SCHEDULE 1 DATA PROTECTION

Part 1  Data Protection Provisions

DEFINITIONS

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder)  and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

  1. DATA PROTECTION

1.1       Both parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph 1 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

1.2       Subject to paragraph 1.3, the parties acknowledge that each party may act as a Controller in relation to Personal Data processed in connection with this agreement and each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of Data Protection Legislation.

1.3       The parties acknowledge that where the Supplier processes Personal Data on behalf of the Client in connection with this agreement, the Client is the Controller and the Supplier is the Processor for the purposes of the Data Protection Legislation and the remainder of this paragraph 1 shall apply. Part 2 of this Schedule 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject.

1.4       Without prejudice to the generality of paragraph 1.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Client for the duration and purposes of this agreement.

1.5       Without prejudice to the generality of paragraph 1.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:

(a)        process that Personal Data only on the documented written instructions of the Client unless the Supplier is required by Domestic Law to otherwise process that Personal Data.

(b)        ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data;

(c)        ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d)        not transfer any Personal Data outside of the UK unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

(i)         the Client or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii)        the data subject has enforceable rights and effective legal remedies;

(iii)       the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv)       the Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;

(e)        assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f)         notify the Client without undue delay on becoming aware of a Personal Data Breach;

(g)        at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Domestic Law to store the Personal Data; and

(h)        maintain complete and accurate records and information to demonstrate its compliance with this paragraph 1.5.

1.6       The Client consents to the Supplier appointing the Ticket Factory as a third-party processor of Personal Data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this paragraph 1.5 and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Client and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this paragraph 1.6.

1.7       Either party may, at any time on not less than 30 days’ notice, revise this paragraph 1 by replacing it with any applicable controller to processor standard paragraphs or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

Part 2  - Processing, Personal Data and Data Subjects

  1. Processing by the Supplier

1.1       Scope / Nature - may include:

  • receiving data, including collection, accessing, retrieval, recording, and data entry;
  • holding data, including storage, organisation and structuring;
  • updating data, including correcting, adaptation, alteration, alignment and combination;
  • protecting data, including restricting, encrypting, and security testing;
  • sharing data, including disclosure, dissemination, allowing access or otherwise making available;
  • returning data to the Client or data subject;
  • erasing data, including destruction and deletion.

1.2       Purpose of processing - to enable the Supplier to perform its obligations under the Contract and so that Client to organise and promote events and manage ticketing through the use of the Supplier’s services.

1.2       Duration of the processing – for the duration of this Contract unless otherwise required by law.

  1. Types of Personal Data - name, email address, postal address, phone number, billing and payment information.
  2. Categories of Data Subject – Client representatives and employees, event attendees (end-customers).