General Terms and Conditions for using tixPRO by Organizers
In the following, you will find the general terms and conditions for the use of tixPRO by organizers.
By registering with tixPRO ("tixPRO") you (as an organizer or mediator of an event), (“organizer”) accept the following terms and conditions for the use of tixPRO by organizers ("terms"). tixPRO offers its web-based services under various top-level domains, as well as under various sub-domains and aliases of these domains ("tixPRO web sites") to third parties. These terms shall govern the contractual relationship between the organizer and tixPRO, irrespective of which tixPRO - web sites the organizer is registered with or logged on to. To use the services of tixPRO the organizer must be a legal or natural person and of age.
1. Subject Matter
1.1. tixPRO offers organizers a web-based solution to organize events, meetings, parties, celebrations, conferences, virtual and similar events (“events” ), and to promote attendee registration by selling tickets and merchandising products (T-Shirts, Cups, Books, etc.) (“tickets) via the tixPRO web sites for events to customers ("attendees") by using tixPRO to handle the payment process. In detail, tixPRO provides the following services to the organizer (each "tixPRO-Service"):
- a web-based software on the tixPRO web sites to organize and market events and to sell tickets for these events to attendees and register attendees. The organizer has the possibility to create their own website for their event ("event website") and to offer online ticket sales. Attendees can choose and buy tickets directly from the event website.
- a hotline for organizers regarding all questions on how to use the tixPRO web sites by organizers, available weekdays from 9:00 am to 5:00 pm at the current respective phone number at the Clients services Dept.
- interim and final invoice reports regarding the transaction volume of tickets and other sales figures.
- ticket shipment (in accordance with the type of shipment/tickets selected by the organizer).
- final invoicing of events and collection of earned income from ticket sales and merchandising products including all additional charges for attendees set by the organizers.
- reimbursement of tickets, as necessary.
1.2. Only the attendees and the organizer of an event are entering into an agreement regarding the event and the disposal of tickets for that event. tixPRO acts as a sales agent and intermediary for the organizer of an event by order and for account of this organizer. It is the organizers’ duty to advise and instruct attendees of their eventually existing right of objection according to the legal guidelines.
1.3. The organizer hereby authorizes tixPRO for the duration of this agreement to act as an agent by order and for account of the organizer, to manage the advertising of the tickets for the scheduled, planned or whatsoever held event by the organizer on the tixPRO web sites, to sell (to buy) tickets to the public for events offered by the organizer on the tixPRO web sites, as well as the money handling with the attendees or rather coming from the ticket buyers credit companies, and to ship the tickets to the attendees.
1.4. The organizer can choose whether the tickets shall be shipped to the attendees by mail, shipped electronically, or held at the venue. If tickets are to be held at the venue, the organizer has the right to choose whether the tickets shall be paid for at the venue or in advance via tixPRO.
2. Ticket Prices and Charges
2.1. The organizer must determine the base price for their tickets. This base price belongs to the organizer as long as the charges in clauses 2.2 to 2.5 are billed to the attendees and added on to the base price. When determining pricing for the tickets, the organizer can choose if the charges will be added on to the base price. The additional charges refer only to the presentation of the ticket price; the charges will always be billed to the organizer.
2.2. In addition, tixPRO charges a fee (“ticketing-fee”) for accounting tickets according to clause 4, as well as for the use of the tixPRO web sites by the organizer according to the current price list. The ticketing-fee is charged even if the tickets are deposited and paid for at the venue.
2.3. tixPRO will charge an brokerage fee (“commission”) from the organizer for each ticket brokered by tixPRO according to the current published charges list (“price list”) on the tixPRO web sites.
2.4. If attendees select to have tickets shipped by mail, tixPRO will receive a payment (“shipping fee”) from the organizer to cover the cost of shipping the tickets. The rate of the shipping fee depends on the dispatch route and is calculated according to the price list published on the tixPRO web sites.
2.5. In case of a reversed transaction of a ticket sale, tixPRO will charge the organizer a fee according to the current price list.
2.6. The fees payable to tixPRO according to clauses 2.2., 2.3. and/or 2.4. must be paid if the event is cancelled because of reasons tixPRO is not responsible for.
2.7. Clauses 2.1 through 2.6 are also applicable for the sale and shipment of merchandising products. Charges for additional services rendered by tixPRO will be determined according to the current price list. Charges for using respective services will be displayed on the tixPRO web sites.
As far as nothing different is stated, the aforementioned charges will also be subject to the current sale taxes (GST/PST).
3. Event Changes
If an event for which tickets are sold or already have been sold via tixPRO shall be cancelled or changed (regarding date, time, venue or other important details), the organizer must immediately inform tixPRO in writing once these circumstances have come to the organizer’s attention.
4.1. The organizer can choose which payment method(s) (ex. credit card, direct debit, prepayment, invoice, PayPal) shall be offered to attendees. According to the option(s) selected, tixPRO will undertake the accounting for the organizer and will hold the money in a separate bank account. The organizer authorizes tixPRO to do so.
4.2. tixPRO will transfer the money received according to clause 4.1. minus the fees payable to tixPRO according to clause 2 at the latest fourteen days after the event has ended. The money will be transferred to the bank account provided in the organizer’s user account on the tixPRO web sites. tixPRO will have successfully fulfilled its part of the contract once the money has been successfully transferred to the specified bank account. For recurring events, tixPRO also reserves the right to pay out money before the event takes place.
4.3. The organizer is aware of the risk that specific payment methods (e.g. direct debit or credit card) can be reversed by attendees. If transactions are reversed after payout to the organizer according to clause 4.2., these costs plus a fee for the reversed transaction according to the current price list will be charged to the organizer.
4.4. The organizer is obligated to raise any objections to any accounting statements from tixPRO immediately. No claims or objections can be made four weeks after the issuance of the statement. After four weeks, the statement will be considered approved.
5. Reversed Transactions
5.1. In case of event cancellation or if the attendee reverses the ticket sale because of another event change, the organizer hereby authorizes tixPRO to repay the money paid for the tickets including all fees according to clause 2.1. within fourteen days. The organizer hereby authorizes to repay the money for the tickets in their name and for their account.
5.2. For this reimbursement process (according to clause 5.1.), the organizer has to pay tixPRO an additional cancellation fee for each ticket according to the current price list. After the reimbursement process – at the latest one year after the date originally planned for the event – tixPRO will issue an invoice containing the fees payable to tixPRO. tixPRO has the right for interim billing, but no obligation to do so. Money not reimbursed to the attendees within one year will be paid to the organizer.
5.3. tixPRO has the obligation to reimburse tickets sold via the tixPRO web sites in the name and by order of the organizer, if
- (i) tixPRO has the legal obligation to do so; or
- (ii) the reimbursement rate of credit card- or direct debit-payments for this event is above-average, in any case at a reimbursement rate of 2%; or
- (iii) the organizer wishes or allows this.
The organizer hereby authorizes tixPRO to repay the money paid for the tickets by attendees in their name and for their account. For the reimbursement process according to clause 5.3., the organizer has to pay tixPRO an additional cancellation fee for each ticket according to the current price list. After the reimbursement process – at the latest one year after the date originally planned for the event – tixPRO will issue an invoice containing the fees payable to tixPRO.
5.4. If the organizer has already received money for the tickets from tixPRO (in the case of clauses 5.1. and 5.3.), the organizer is required to refund the necessary money for the reverse transaction to tixPRO. If the organizer does not refund the money that tixPRO has already paid out, tixPRO is only obligated to partially distribute the money to attendees that has not yet been paid out to the organizer or that has been refunded to tixPRO from the organizer.
6. Protection against fraud / misuse
6.1. The tixPRO web sites offer an extensive security system to protect organizers against reimbursement of credit card payments and for the transfer of their proceedings. Because of this security system, it is possible that – in exceptional cases – payments through payment providers/banks or the attendees’ bank will not be accepted.
6.2. If the organizer arouses suspicion of misusage of the tixPRO web sites, tixPRO has the right to deactivate the ticket shop of the organizer and to stop the ticket selling. Specifically, a suspicion of misusage of the tixPRO web sites is aroused if
- (i) it comes to attention before the event that the event shall not (or not in the way as stated in the ticket shop) take place; or
- (ii) illegal or immoral events shall take or has taken place;
- (iii) the reimbursement rate for this event, for those having paid with a credit or debit card, is above-average, in any case at a reimbursement rate of 2% or higher; or
- (iv) information available to particular clause 8 concludes that the organizer is not eligible to offer tickets for the event for sale.
If the concerns cannot be cleared up within thirty days, tixPRO has the right to reimburse the attendees in accordance with clause 5.
7. Liability of tixPRO / Warranty / Release from liability through the organizer
7.1. tixPRO is liable without limitation for any injury of life, body or health, based on a violation of duty by tixPRO, its legal agents or its vicarious agents, as well as for injuries caused by the absence of conditions guaranteed by tixPRO.
7.2. tixPRO is liable without limitation for any injury, caused by tixPRO, its legal agents or its vicarious agents by intention or gross negligence.
7.3. In case of breach of essential contractual duties with minor negligence, the liability of tixPRO – except in the cases as stated in clauses 7.1. and 7.4. – shall be limited to typical and foreseeable damages. Essential contractual duties shall be duties that have to be fulfilled in order to enter into a contractual relationship.
7.4. The liability of tixPRO according to the Canadian Product Liability Act shall not be affected.
7.5. The statute of limitation for claims against tixPRO – except in the cases as stated in clauses 7.1., 7.2. and 7.4. – shall be one year.
7.6. The statute of limitation for other claims based on the liability for defect shall be one year.
7.7. The organizer holds tixPRO free from all claims, including claims for damages, which other organizers or other third parties bring against tixPRO by claiming a violation of their rights as a result of the content posted on the tixPRO web sites by the organizer. The organizer also holds tixPRO free from all claims, including claims for damages, which other organizers or other third parties bring against tixPRO by claiming a violation of their rights as a result of using the services of the tixPRO web sites by way of the organizer. The organizer assumes all reasonable costs incurred resulting from violating a third partys’ rights, including reasonable costs incurred for legal defense. All further rights as well as claims for damages from tixPRO remain unaffected. The above-mentioned organizer’s duties do not apply insofar as the organizer is not responsible for the injury or infringement in question.
7.8. If a third partys’ rights are violated as a result of the contents posted by the organizer, the organizer will, at tixPRO’s option, provide the right to use the contents or organize the contents to be free from protection rights. If a third party’s rights are violated through the use of the services of the tixPRO web sites by way of the organizer, the organizer shall set up contractual or lawful usage at tixPRO’s request.
8. Warranty of the organizer
8.1. The organizer pledges that all information provided to tixPRO is true. In addition, the organizer pledges that they are of age at the time of registration, provided that the organizer is an actual person. In cases of legal entities or corporate bodies, the organizer pledges to have the respective authority to represent the legal entity or corporate body. The organizer is required to be able to prove the confirmations stated in this clause upon tixPRO’s request.
8.2. The organizer shall select a password upon registration, and is required to keep the password secret. Each organizer may only register once and may only use one user profile.
8.3. The organizer warrants tixPRO, that (i) there is no agreement between the organizer and a venue, or the manager or user of a venue, or a third party, which affects the organizer to use the tixPRO services in accordance to these terms, (ii) the organizer is allowed to enter into this agreement with tixPRO, including the right to authorize tixPRO in accordance with these terms and conditions to distribute and sell tickets, (iii) the organizer has the right to carry out or market the event offered on the tixPRO web sites. The organizer is required to be able to prove the confirmations stated in this clause upon tixPRO’s request.
9. Duties of the organizer
9.1. The organizer has the duty to inform tixPRO immediately about unavailability or malfunctions of the tixPRO web sites.
9.2. The organizer has the duty to use the tixPRO services in accordance with Canadian laws and the rights of third parties. In particular, it is the duty of the organizer to comply with the competition law, the data protection laws, the laws regarding consumer protection, as well as to respect the intellectual property of third parties. The organizer will indemnify tixPRO and/or its employees from any claims of third parties based on the illegal use of the tixPRO services by the organizer. The obligation to indemnify also includes the costs for legal assistance.
9.3. The organizer has the obligation to inform tixPRO immediately about any change of name, company name, address, legal form or bank details in written form or via email.
9.4. The organizer shall not use the tixPRO services for illegal or immoral events such as right wing extremist, pornographic, or violent events.
Furthermore, tixPRO has the right to cancel this agreement regarding the provision of tixPRO services in case of an important reason. Such an important reasons shall exist, if
- (i) the organizer has contravened against important provisions of these terms, in particular clauses 8 or 9; or
- (ii) the organizer has filed for bankruptcy, insolvency proceedings have been started or the start of the insolvency proceedings have been dismissed in default of assets; or
- (iii) circumstances occur that the organizer cannot fulfill his contractual obligations against tixPRO or third parties in default of assets, and – in addition – the organizer gives no proof of sufficient assets within 30 days after request by tixPRO to do so, or
- (iv) the organizer does not offer an event in terms of clause 1.1
11. Advertising through a sales partner
Should the organizer be advertised through a third party, the closed contract between tixPRO and the organizer will also aim for variable payment of the third party to enable a passing on of relevant event information (but not attendee information) to the third party for the purpose of accounting of commissions.
12. Final Provisions
12.1. tixPRO reserves the right to change these terms at any time, without giving reasons, unless this is unreasonable for the organizer. tixPRO shall give due notice of any amendments of these terms to the organizer. If the organizer does not object to the applicability of the revised terms within two weeks after receipt of said notice, the amended terms shall be deemed to be accepted by the organizer. tixPRO shall inform the organizer about the organizer 's right to object and of the relevance of the objection deadline in said notice.
12.2. Terms with regulations to the contrary shall not apply.
12.3. The set-off against accounts receivable is only allowed with legally assessed or undisputed demands of the organizer. This shall also apply to the possible right of retention of the organizer.
12.4. Unless otherwise stated in these terms, the organizer may submit all notices to tixPRO using the contact form provided on each of the tixPRO web sites, or by letter or fax. tixPRO may send notices to the organizer by email to the address provided in the organizer’s current contact data in his or her user account.
12.5. If any provision of these terms is, for any reason, invalid and/or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to replace an invalid and/or unenforceable provision with a valid and/or enforceable provision which most closely approximates the intent and economic effect of the invalid and/or unenforceable provision. This also applies to contractual loopholes.
12.6. The place of performance and the place of jurisdiction – insofar as legally admissible – shall be Montreal, Quebec, Canada.
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