1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.7.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Event: the event to which the Specification applies.
Force Majeure Event: any circumstance not within a party’s reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
(f) collapse of buildings, fire, explosion or accident;
(g) any labour or trade dispute, strikes, industrial action or lockouts;
(h) non-performance by suppliers or subcontractors;
(i) and interruption or failure of utility service.
Goods: the means the goods supplied by the Supplier to the Customer as set out in the Specification.
Order: the Customer’s order for the supply of Goods and/or Services, as confirmed by the Supplier in writing.
Services: the services supplied by the Supplier to the Customer as set out in the Specification.
Specification: the description or specification of the Event package, which shall include details of the relevant Event, tickets, passes, badges, together with the details of the venue, date and time, hospitality, transport, accommodation and sustenance included provided by the Supplier to the Customer on the Supplier’s website (www.sportandmusic.co.uk) or in the marketing materials provided by the Supplier.
Supplier: Sport and Music Limited, a company registered in England and Wales with company number 06690242 whose registered
address is Dalton House, Floor 3, Suite C, Cross Street, Sale, Manchester, M33 7AR, GBR.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
2. Basis of Contract
2.1 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
2.2 For online bookings through the Supplier’s website (www.sportandmusic.co.uk), the Client’s Order shall be deemed to be accepted only after the Supplier has received payment from the Client and issued e-mail confirmation to the Client.
2.3 Any descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s website (www.sportandmusic.co.uk) or printed material are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
3. Supply of Goods and Services
3.1 The Supplier shall supply the Goods and Services to the Customer in accordance with the Specification in all material respects.
3.2 The Supplier shall deliver the physical Goods (tickets, passes etc.) if applicable, to the location set out in the Order or such other location as the parties may agree at any time after the Supplier notifies the Customer that the Goods are ready.
3.3 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods.
3.4 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or due to circumstances beyond its control, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.5 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4. Customer’s obligations
The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Goods and Services; and
(c) comply with any additional obligations as set out in the Specification.
5. Charges and payment
5.1 The price for the Goods and Services shall be agreed between the parties and confirmed in writing by the Supplier.
5.2 The Supplier shall be entitled to:
(a) increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in ticket or package costs;
(ii) any request by the Customer to change the Goods; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
5.3 Payment must be made in full at the time of booking. Payments shall be made to the Supplier’s bank account as follows:
Sport and Music Limited
Sort Code: 20 01 96 / Account: 43832252
BIC: BARCGB22 / IBAN: GB55BARC20019643832252
5.4 Your booking will not be secured until payment has been made in full in cleared funds.
5.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date and the Supplier chooses not to treat the Contract as cancelled, then, without limiting the Supplier’s remedies under clause 10 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum at 4% a year above the Bank of England’s base rate from time to time.
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).
6. Data protection
6.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 6, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
6.2 Without prejudice to the generality of clause 6.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
6.3 Without prejudice to the generality of clause 6.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or
damage to, 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 European Economic Area unless the prior written consent of the Customer has been obtained;
(e) assist the Customer, at the Customer’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 Customer without undue delay on becoming aware of a personal data breach;
(g) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 6 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
6.4 Either party may, at any time on not less than 30 days’ notice, revise this clause 6 by replacing it with any applicable controller to
processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by
attachment to the Contract).
7. Confidentiality
7.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 7.2.
7.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 7; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the
Contract.
8. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.3 Subject to clause 8.2, the Supplier’s total liability to the Customer shall not exceed the Price of the Goods and Services.
8.4 This clause 8.4 sets out specific heads of excluded loss and exceptions from them:
(a) Subject to clause 8.2, the following types of loss are wholly excluded by the parties:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.
(b)The following types of loss and specific loss are not excluded:
(i) sums paid by the Customer to the Supplier pursuant to the Contract, in respect of any Goods or Services not provided in accordance with the Contract; and
(ii) wasted expenditure.
8.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and 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.
8.6 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an Event within 3 months of the occurrence of the event, the Supplier shall have no liability for that event.
8.7 This clause 8 shall survive termination of the Contract.
9. Postponements, Rescheduling and Cancellation
9.1 Both parties recognise that there may be circumstances when Events have to be postponed due to adverse weather conditions, ill health, changed TV scheduling or a Force Majeure Event. In such cases the Event will be rescheduled to a later date to be agreed between the parties. The Customer’s order shall remain valid at the same scheduled time for the rescheduled Event.
9.2 Cancellation of an Event will be at the discretion of the Supplier as to whether the circumstances are severe enough to warrant a full cancellation rather than a postponement and rescheduling. In the event that a cancellation is agreed to, the Customer shall pay a reasonable cancellation charge which shall be deducted from the payment made in clause 5.3.
10. Termination
10.1 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:
(a) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors or in the case of an individual, is declared bankrupt;
(b) 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
(c) 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.
10.2 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 Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11. Consequences of termination
On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest (if applicable) and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
12. Fore 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 a Force Majeure Event.
13. General
13.1 Notices
(a) 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 at its registered office (if a company) or its principal place of business (in any other case).
(b) Any notice shall be deemed to have been received if delivered by hand, at the time the notice is left at the proper address, or if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting.
13.2 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
13.3 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.
13.4 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any
commitments for or on behalf of the other party.
13.5 Entire agreement.
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.
13.6 Third party rights.
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.
13.7 Variation.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
13.8 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.
13.9 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.
