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Terms & Conditions

Leap Event Technology UK & Europe – Sellers Terms of Service

Last Updated: November 11, 2025

These terms set out the Patron Technology Ltd t/a, Leap Event Technology Company Number: 12883723 standard Sellers Terms of Service (“Sellers Terms of Service”), which are incorporated in, and should be read in conjunction with the Ticketing Service Agreement.

These Sellers Terms of Service, together with any Ticketing Agreement entered into between Leap Event Technology and the Seller (if applicable), are collectively referred to as the ‘Agreement’. Where no Ticketing Agreement exists, these Sellers Terms of Service alone constitute the Agreement between Leap Event Technology and the Seller. Leap Event Technology and Seller may be referred to herein individually as a “party” or collectively as the “parties.”

Capitalised terms, not otherwise defined herein (in clause 29), shall have the meaning attributed thereto in the Ticketing Agreement. 

1. Engagement

The Seller grants to Leap Event Technology the right to supply during the Term, the Leap Event Technology Services in respect of the Event, on the terms and conditions of this Agreement.

2. Term

This Agreement commences on the Commencement Date and ends on the latter of either the Expiry Date or after all Seller’s Events on the Leap Event Technology System have been completed and settled, unless terminated earlier under clause 14.

3. Leap Event Technology’s Obligations

Leap Event Technology must supply to the Seller the Leap Event Technology Services in respect of the Event in accordance with this Agreement.

4. Seller’s Obligations

(a) The Seller is solely responsible for performing, at its cost, its obligations under this clause 4.

(b) Information relating to the Event: The Seller must:

  1. At the earliest practicable time (and in any case no less than 7 Business Days before the day on which Leap Event Technology is directed to commence selling the Tickets for the particular Event), notify Leap Event Technology in writing of all information relating to the Event to which Tickets are to be made available through the System;
  2. Use reasonable endeavours to ensure that all information it gives to Leap Event Technology relating to the Event and each Venue is accurate and complete; and
  3. If the Seller receives or becomes aware of any alterations to the information referred to in paragraph (i) or (ii), immediately notify Leap Event Technology of those alterations.
  4. Accurately maintain the number of Tickets available for sale or issue via the System for the Event and bear full responsibility for any Losses or Claims due to over-selling or over-issuing of Tickets to the Event;
  5. Only use the System for lawful purposes and only for the purpose of creating an Event page for its Event/s and selling/issuing Tickets to that Event and/or any Products related to those Events;
  6. Not engage in any activity which interrupts or affects the Service;
  7. Follow any reasonable directions from Leap Event Technology in relation to its use of the Service;
  8. Comply with all reasonable rules, policies and procedures which may be published Standard Terms;
  9. Comply with all applicable laws and regulations in relation to Tickets, the Event and this Agreement;
  10. Ensure that its refund policy and any terms and conditions (which are in addition to the standard Leap Event Technology Terms and Conditions of Sale) governing its Event and Tickets are communicated to Customers prior to purchase;
  11. If Seller accepts donations in relation to Tickets or the Event and makes representations that the donation is deductible for income tax purposes, ensure that it is registered as a deductible gift recipient, provide accurate information to Customers of Tickets in relation to the deductibility of donations and provide receipts to Customers which comply with all relevant legal requirements. For the avoidance of doubt, no part of the Ticket price shall constitute a donation and Leap Event Technology is not responsible for any donation amounts received by it in relation to the Event;
  12. Notify Customers of Tickets if the Event is cancelled, altered, relocated, rescheduled or postponed;
  13. Where required, provide refunds to Customers in accordance with clause 8 of this Agreement;
  14. If it is not using its own Third Party Merchant Account to receive Ticket proceeds, provide Leap Event Technology with valid bank account details for receipt of Ticket proceeds;
  15. Ensure that any advertising in relation to the Event and Tickets is accurate and not misleading;
  16. Comply with all applicable privacy and spam laws with regard to any Purchaser information (including name, address, mobile number and email address) it obtains via Leap Event Technology or the Service;
  17. If it submits content to the Site or Leap Event Technology Service, whether articles, images or other copyrightable material, ensure that the content it uploads does not infringe the copyright or other rights (including intellectual property rights) of third parties.

(c) Use and promotion of the Services: The Seller must:

  1. Only use the Leap Event Technology Services for lawful purposes and follow any reasonable directions from Leap Event Technology in relation to the use of the Leap Event Technology Services;
  2. Provide all assistance reasonably requested by Leap Event Technology to enable it to provide the Leap Event Technology Services in accordance with this Agreement;
  3. Include in its advertising of Event references to Leap Event Technology and the Network;
  4. Not supply or use any Ticket stock in respect of the Event other than Ticket stock produced by Leap Event Technology for use with the System. This does not prevent the Seller from printing barcodes generated by the System on alternative stock with Leap Event Technology’s prior written approval and;
  5. Not sell or permit to be sold any Consignment Tickets and/or Complimentary Tickets in respect of the Event without Leap Event Technology’s prior consent.

(d) Point Of Sale (“Box Office”): The Seller must:

  1. Cause a sufficient area at each venue to be allocated for use as a Box Office, including an adequate space for a public counter and network lines;
  2. Provide adequate and safe fittings, lighting, furnishings (including counter and seats), and security devices to secure the Box Office, Leap Event Technology hardware and software, all tickets, ticket proceeds, and credit card dockets.
  3. Provide secure, reliable internet access and power, with box office enclosures set up, sheltered where applicable, and ready for hardware installation at least one (1) day prior to the event.
  4. Provide air-conditioning where applicable and necessary for the comfort of staff and the safe operation of equipment.
  5. Not permit any person to access or use any part of the Leap Event Technology Hardware and Software other than the Seller’s employees who have been approved by Leap Event Technology or other persons authorised by Leap Event Technology;
  6. Ensure that the public have access to the customer counters and customer waiting areas in the vicinity of the Box Office during Box Office opening hours, including appropriate space for, and management of, queues to the Box Office;
  7. Take out and maintain at all times during the term adequate insurances in respect of the Box Office (including the Leap Event Technology Hardware and Software) against loss, theft and damage and injury or death to persons;
  8. Except as expressly set out in this Agreement, pay all costs associated with the Box Office, including all necessary electricity, internet/wifi, and regular cleaning costs;
  9. The Seller will procure access for Leap Event Technology and its Personnel during normal business hours the right of ingress and egress to or from the Box Office and such other areas of a Venue as it reasonably requires to perform its obligations under this Agreement.

(e) Waiver:

  1. Leap Event Technology recommends that the Seller use the waiver functionality for its Event to clearly disclose to Customers that booking fees are non-refundable in the event of cancellation or postponement. Regardless of whether the Event is cancelled or postponed, the Seller remains liable for all applicable Leap Event Technology fees (including booking fees). Where the Seller has utilised the waiver functionality to make a non-refundable booking fee disclosure to Customers at the time of purchase, the Seller may offset its liability for such fees by retaining the booking fees from amounts refunded to Customers. If the Seller does not utilise the waiver functionality, the Seller will remain fully liable to Leap Event Technology for all applicable fees, including in circumstances where Customer refunds are required.

5. Leap Event Technology Hardware and Software

(a) At all times, the Leap Event Technology Hardware and Software remains the sole property of Leap Event Technology. At the end of the Event, Leap Event Technology may remove the Leap Event Technology Hardware and Software in accordance with clause 14.

(b) The Seller must ensure that:

  1. The Leap Event Technology Hardware and Software is only used for the sale, validation, or other authorised processing of Tickets for the Event using the System, and for no other purpose;
  2. The Leap Event Technology Software is used and operated in a proper and skilful manner using only competent and appropriately trained and qualified personnel in compliance with any reasonable operating manual or specification which Leap Event Technology provides from time to time;
  3. The Leap Event Technology Software is not encumbered, moved or modified. The Seller may only use the Leap Event Technology Software in the form provided by Leap Event Technology
  4. For any event where Leap Event Technology Hardware is deployed (including but not limited to scanners and Box Office equipment), the Seller will provide a designated and secure storage location and work areas for Leap Event Technology staff. Such areas must be close to the gates, accessible during bump-in and available at least one (1) hour before gate opening, and supplied with power and internet access. The Seller must also provide, where applicable, adequate and safe fittings, lighting, furnishings (including counter and seats), sheltered enclosures, and air-conditioning where necessary for staff comfort and safe operation of equipment. These requirements apply unless otherwise agreed in writing with Leap Event Technology no later than thirty (30) days prior to the Event.

(c) If any part of the Leap Event Technology Hardware and Software is damaged (other than by Leap Event Technology or its Personnel or through fair wear and tear or any latent defect), the Seller must pay to Leap Event Technology the cost of restoring or replacing the Leap Event Technology Hardware and Software to at least the same condition as it was before the damage occurred. The Seller must apply any money received under any insurance or from any third party in connection with such damage in satisfying its obligations under this clause.

6. Payments

(a) Processing: Payments relating to the Service are processed via one of the following options to be agreed between Leap Event Technology and the Seller:

  1. The Leap Event Technology payment processing gateway (“Leap Event Technology Gateway”); or
  2. A third party merchant account (“Third Party Merchant Account”) (such as Stripe, Paypal, Payflow), which will require a direct debit arrangement to be established between the Seller and Leap Event Technology;

(b) Third Party Merchant Accounts: If the Seller elects to use a Third Party Merchant Account as its payment option, it should familiarise itself with the applicable terms of use governing that service.

7. Fees, Charges and Settlement

By default, Leap Event Technology will charge Customers a “booking fee” that covers the “Leap Event Technology System Fee” charged by Leap Event Technology to the Seller under its Ticketing Agreement. Subject to the term below, Leap Event Technology at Seller’s request can add additional charges or a reduced fee which will be added or deducted from ticket receipts accordingly.

Payment processing fees: Except with the prior written consent from Leap Event Technology, Seller must not, and must not attempt to, charge Customers any additional fee or any surcharge on credit or debit card payments for Tickets.  If the Seller breaches this clause, Leap Event Technology may at its election suspend or permanently remove the relevant Event for which those fees or surcharges are being charged from the Leap Event Technology System. 

Settlement: Subject to clauses 7 and 8, on the Settlement Days in respect of the Event, Leap Event Technology must pay to the Seller the proceeds of Tickets to the Event sold through the System and received by Leap Event Technology less any amount Leap Event Technology is entitled to deduct under clause 7. 

Additional Fees: Where applicable, Leap Event Technology will charge the Seller the Fees set out in Leap Event Technology’s fee schedule in the Ticketing Agreement as amended from time to time. These amounts relate to optional services which the Seller may elect to utilise, for example, printing of hard tickets for the Event.

Payment of Ticket proceeds: The Seller has two options in relation to payment of the Ticket proceeds for the Event:

  1. Leap Event Technology Gateway: If the Seller elects to use the Leap Event Technology Gateway for payment processing, subject to clauses 7 and 8, on the Settlement Day, Leap Event Technology must pay into the Seller’s nominated account the proceeds of Tickets to the Event(s) sold through the Leap Event Technology System and received by Leap Event Technology less any amount Leap Event Technology is entitled to deduct under clause 7.
  2. Third Party Merchant Account: If Leap Event Technology provides consent to the Seller to use a Third Party Merchant Account for payment processing, it will be responsible for collecting all proceeds from the sales via the Leap Event Technology System and Leap Event Technology will deduct its Fees and any other amounts payable by the Seller to Leap Event Technology under this Agreement or otherwise in accordance with the direct debit Agreement in place between the Seller and Leap Event Technology.

Deduction of Amounts Owing: The Seller irrevocably authorises Leap Event Technology to deduct from amounts payable by it to the Seller under this clause 7 or otherwise, and to apply to its own account, in and towards satisfaction of all Charges in respect of the Event and any other amounts which are or may become due by the Seller to Leap Event Technology.

Payment by Seller of Other Amounts Owing: The Seller must pay to Leap Event Technology all Charges and other amounts owing under this Agreement but not deducted under clause 7 within seven (7) days after Leap Event Technology issues an invoice to the Seller in respect of the amount due.

Chargebacks: Seller is responsible for any Chargebacks that Leap Event Technology receives from its merchant bank in connection with Seller’s Events. Leap Event Technology reserves the right to deduct Chargebacks from settlements or to charge the Chargebacks to Seller’s bank account. For purposes of this Agreement, “Chargebacks” shall mean the amounts that the merchant bank is charged back by a cardholder or a card issuer under the card organisation’s rules (e.g., cardholder dispute, fraud, declined transaction, returned tickets for cancelled events, etc.). Leap Event Technology will charge Seller a GBP£20 fee per lost Chargeback to cover associated card fees. In the case where Seller is responsible for payment processing using Seller’s own merchant account, Seller has sole responsibility for any Chargeback(s) it may receive. In order to mitigate potential Chargebacks, Leap Event Technology may offer optional ticket protection to Customers at time of purchase. 

  1. In the event of cancelled or rescheduled Events, chargebacks, disputed transactions or any other circumstances that may pose significant exposure, risk, or liability to Leap Event Technology, Leap Event Technology reserves the right to hold any amount of Settlement funds for a period of ninety (90) days. If Settlements are insufficient, Seller shall provide Leap Event Technology sufficient funds to make refunds immediately upon notice thereof. Failure to comply with clause 7 shall entitle Leap Event Technology to enforce default interest and contract default fees in accordance with clause 7.
  2. The Seller authorises Leap Event Technology to direct debit the nominated settlement account for up to ninety (90) days for any chargebacks or disputes received by Leap Event Technology in relation to Seller’s Events.

Third Party claims against Leap Event Technology: If, in Leap Event Technology’s reasonable opinion, it is likely that a Claim by a party other than the Seller will be made against it arising from the Event (including any cancellation of the Event):

  1. Leap Event Technology will consult in good faith with the Seller prior to taking any further action including, where appropriate, consultation at a CEO-level;
  2. The Seller authorises Leap Event Technology to retain a reasonable proportion of the Ticket proceeds (such proportion to be determined by the parties acting reasonably);
  3. If the Claim is settled or resolved by final determination of a court Leap Event Technology may apply those monies in full or partial satisfaction of any liability which the Seller has to Leap Event Technology in respect of the Event;
  4. If it is determined finally by a court that the Seller has no liability either to Leap Event Technology or to the purchaser of any Tickets, Leap Event Technology will release to the Seller the Ticket proceeds which it retained pursuant to clause 7.

Title in Ticket Proceeds: Property in all proceeds from the sale of all Tickets sold via Leap Event Technology Merchant vests legally in Leap Event Technology at the time of purchase. Leap Event Technology holds all monies payable to the Seller from the proceeds of the sale of Tickets on trust at all times for the Seller. Where the Seller uses a Third Party Merchant Account, all Ticket proceeds must be held by the Seller in a separate trust account for the benefit of Customers until the Event has taken place. These funds remain the property of the Customer until the Event is held and must be preserved to ensure refunds can be made, if required.

Default and Consequences of Default: Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Leap Event Technology’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

  1. If the Seller owes Leap Event Technology any money the Seller shall indemnify Leap Event Technology from and against all costs and disbursements incurred by Leap Event Technology in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Leap Event Technology’s contract default fees, and bank dishonour fees).
  2. Without prejudice to any other remedies Leap Event Technology may have, if at any time the Seller is in breach of any obligation (including those relating to payment) under these terms and conditions Leap Event Technology may suspend or terminate the supply of Leap Event Technology Services to the Seller. Leap Event Technology will not be liable to the Seller for any loss or damage the Seller suffers because Leap Event Technology has exercised its rights under this clause.

Manner and Currency of Payments: All amounts payable under this Agreement must be paid by electronic transfer, direct debit, or such other payment method as agreed in writing with Leap Event Technology, in the currency specified on the applicable invoice (being pounds sterling (GBP) or euros (EUR), as applicable). Leap Event Technology is not obliged to accept any other currency in respect of Ticket sales.

Fee Transparency Requirement:  Sellers using the Leap Event Technology System may apply order-level fees to their Events. However, Sellers are required to disclose these fees at the first checkout page using the ‘Fee Disclosure Message’ setting. This ensures Customers are fully informed of any additional charges before completing their purchase.

Seller Responsibility & Compliance: Sellers are solely responsible for ensuring all fees, including order-level fees, are clearly disclosed to Customers in compliance with applicable consumer protection laws and regulatory requirements, including the EU Consumer Rights Directive 2011/83/EU and the UK Consumer Rights Act 2015.Leap Event Technology assumes no liability for any disputes, chargebacks, or legal consequences arising from undisclosed or improperly disclosed fees. Failure to disclose order-level fees properly may result in corrective action, including but not limited to:

  • Temporary or permanent removal of the ability to apply order-level fees.
  • Adjustments to platform permissions.
  • Further actions as deemed necessary to maintain compliance and transparency.

Dispute & Chargeback Liability: In cases where a Customer files a dispute or chargeback due to undisclosed fees, the Seller is solely responsible for any resulting financial liability, including but not limited to refunding the Customer, chargeback fees, and any other penalties incurred. By using the Leap Event Technology System and applying order-level fees, Sellers acknowledge and agree to these terms and accept full responsibility for ensuring compliance with all fee disclosure obligations.

Additional Features: Leap Event Technology may add new additional features and functionality from time-to-time. The use of these new features may incur additional fees and/or modification to the existing fee structure outlined in the Ticketing Agreement. All new fees or modification of existing fees that relate to the use of additional features and functionality will be presented to Seller and require Seller’s online electronic acceptance and/or an additional written consent  \(which may be via email) prior to activation.

8. Cancellation of Events & Refunds

Cancellation: If the Event or part of a series of performances comprising the Event is cancelled, postponed or significantly relocated/rescheduled, the Seller must notify Leap Event Technology immediately to prevent the further sale or issue of Tickets for the impacted Event.

Leap Event Technology recommends that the Seller familiarise themselves with Leap Event Technology’s event cancellation policy and ‘Event Cancellation’ information sheet, a copy of which can be accessed here. 

Refunds: Unless otherwise set out in this Agreement, the Seller is responsible for refunding Customers in accordance with all applicable laws, industry codes, the Leap Event Technology terms and conditions of sale and any other lawful terms and conditions of sale notified to Customers by the Seller during the purchase process. Leap Event Technology will not be responsible or liable for any refunds, errors in issuing refunds or lack of refunds by the Seller. 

Leap Event Technology will only be responsible for refunding Customers who purchased their Tickets via the System in the limited circumstance where payments have been processed by the Leap Event Technology Gateway. After settlement of Ticket proceeds has occurred, Seller shall provide Leap Event Technology sufficient funds to make refunds immediately upon notice thereof. Failure to comply with clause 8 shall entitle Leap Event Technology to enforce default interest and contract default fees in accordance with clause 7. 

Immediately upon Seller notifying Leap Event Technology of an Event cancellation, Leap Event Technology has the right to debit Seller’s bank account(s) for the balance of the total amount of all refunds due and any other amounts owed to any and all Customers, minus any settlement payments (if any) due and owing to Seller at that time. Seller may authorise Leap Event Technology to issue refunds for any other reason, at Seller’s own discretion, and in such event, Leap Event Technology may deduct the amounts of such refunds from any settlements.  If settlements are insufficient, Seller shall promptly provide Leap Event Technology sufficient funds to make refunds. Seller agrees that Leap Event Technology shall be entitled to retain relevant fees as detailed in the Ticketing Agreement with respect to the initial sale of the refunded tickets.

Cancellation Fee: The Seller agrees to pay Leap Event Technology in respect of the cancellation of the Event the Cancellation Fee which Leap Event Technology shall be entitled to retain in all circumstances.

Notification:

  1. Leap Event Technology will notify purchasers of Tickets of any cancellations or postponements of the Event via email at its cost. If a valid email address is not provided by purchasers of Tickets, Leap Event Technology will bear no responsibility to notify such purchasers of a cancellation or postponement of the Event.
  2. Where refund rights apply under applicable laws, Leap Event Technology will prepare and manage the appropriate refund request form to be distributed to affected Customers together with the cancellation or postponement notice. Leap Event Technology will also assist with processing bulk refunds via the Leap Event Technology system where applicable.
  3. The Seller remains solely responsible for ensuring sufficient funds are available to cover all refunds due to Customers (where Seller is using a third-party merchant facility).
  4. All refunds must be processed and issued through the Leap Event Technology system. Refunds must not be processed outside of the Leap Event Technology system unless otherwise agreed in writing by Leap Event Technology.

Unless otherwise agreed in writing, Leap Event Technology’s fees remain payable in full for any Event that is cancelled, postponed, or materially changed for any reason (including, without limitation, government restrictions, force majeure events, operational issues, or changes in event planning). Leap Event Technology shall not be liable to waive or refund any fees already incurred or charged in respect of such Events.

9. Representations and Warranties

9.1 Each party represents and warrants to each other party:

(a) it is duly incorporated and validly existing under the laws of the place of its incorporation;

(b) it has full corporate power to execute, deliver and perform its obligations under this Agreement; 

(c) the execution, delivery and performance of this Agreement has been properly authorised by it;

(d) the entering into and performance of the Agreement will not violate any judgment, order, law, regulation or agreement applicable to such party, or violate the rights of any third party, or result in any breach of, or constitute a default under, any other agreement to which they are a party;

(e) it is free to enter into and perform the Agreement, and is under no restriction or prohibition, whether contractual or otherwise, with respect to its right to execute the Agreement and perform its obligations under the Agreement;

(f) it will post on its website, and at all times, have a publicly available privacy policy that complies with all applicable laws, rules, regulations and administrative rules; and

(g) the individual executing the Agreement, and whose signature appears on the Ticketing Services Agreement is empowered to execute the Agreement.

9.2 Leap Event Technology represents and warrants to the Seller that:

(a) it has sufficient rights to use and license the Leap Event Technology System and all elements thereof as contemplated herein;

(b) the operation of the Leap Event Technology System will be undertaken in a manner reasonably adequate for the performance of Seller’s obligations under the Agreement. Neither occasional short-term interruptions of service, which are not unreasonable under comparable industry standards, nor interruptions of service resulting from events or circumstances beyond Leap Event Technology’s reasonable control, shall be cause for any liability or claim against Leap Event Technology hereunder, nor shall any such occasion render Leap Event Technology in breach or default under the Agreement; and 

(c) Seller should note that in using the Leap Event Technology System, Seller information will travel through third party infrastructures which are not under Leap Event Technology’s control. Leap Event Technology makes no warranty with respect to the security of such third party infrastructures. 

9.3 The Seller represents and warrants to Leap Event Technology that:

(a) the entering into and performance of this Agreement will not result in any breach of, or constitute a default under, any other Agreement to which it is a party, including, any Agreement for the sale or other issue of tickets for any Event or with a Venue; and

(b) it has agreements to use each Venue at which any of its Events are held with respect to in-person events and is duly authorised to execute and deliver the Agreement and to schedule and present Events at the Venue(s) and/or utilise the Leap Event Technology System, as applicable;

(c) there is no existing agreement or understanding between Seller, and/or any Venue or any Venue’s owner or operators and any third party respecting the sale of tickets for any Event held at any Venue, or other agreement entered into by Seller, that would invalidate or contradict with the Agreement;

(d) the number of Tickets made available for sale or issue does not exceed legal, fire or council rules or regulations or other restrictions of the Venue or of governmental agencies. Seller is solely responsible for maintaining ticket allocations within legal limits and Leap Event Technology will not be responsible in any way for the over-selling of an Event;

(e) Seller will access, use, and disclose Customer data in compliance with all applicable laws, rules and regulations, including without limitation, privacy and data collection laws;

(f) Seller will clearly state any restrictions associated with an Event upon submission to Leap Event Technology and will ensure that such restrictions will not violate any federal, state laws or local laws prior to submitting the Event to Leap Event Technology;

(g) Seller has all rights, licenses and permits necessary, if any, for it to promote, host and hold the Event, and any promotion thereof, and any materials, images or intellectual property uploaded to the Leap Event Technology System by Seller or on Seller’s behalf, does not and will not infringe, violate or misappropriate the intellectual property rights or proprietary rights of any third party;

(h) Seller will provide clear and accurate fee disclosures when advertising, displaying, offering and posting the price for tickets to an Event, products or merchandise on the Leap Event Technology System and on Seller’s own website. Seller is solely responsible for any error in advertising, displaying, offering and posting the price of the ticket, including any incorrect prices;

(i) Seller will comply with all applicable laws, rules, and regulations regarding fee disclosures, including upfront fee disclosures. Seller shall be solely responsible for setting all fees and ensuring compliance with all applicable fee disclosure laws (including but not limited to the UK Consumer Rights Act 2015 and the EU Consumer Rights Directive).

(j) Seller will obtain all such consents and provide all such notices as necessary for Seller’s own, independent collection, use, and disclosure of Customer data; and

(k) in connection with the Leap Event Technology Services hereunder, Seller will comply with all applicable laws, rules and regulations affecting this Agreement (including, but not limited to, marketing, consumer, data protection and privacy laws).

10. Indemnification

10.1 Indemnification by Seller: The Seller, at its own cost and expense, shall indemnify, defend, and hold harmless Leap Event Technology, it’s Affiliates, and their respective successors, assigns, officers, directors, employees, managers, contractors, representatives and agents (“Leap Event Technology’s Indemnities”) from and against any and all Claims (including, without limitation, reasonable legal fees), foreseen or unforeseen, of any kind, imposed on, incurred by, or asserted against Leap Event Technology’s Indemnities occurring as a result of, or in connection with, (a) any breach by the Seller of this Agreement, or (b) any Event or Venue, including but not limited to physical damage, personal harm, illness, injury, or death incurred in connection therewith; (c) any cancellation, postponement, rescheduling, or delay of an Event, (d) Seller’s failure to allocate a sufficient number of Tickets for an Event or overselling an Event (e) any use of the Leap Event Technology System or the Leap Event Technology Services in violation of these Sellers Terms of Service, (f) any use or attempted use by a Customer of counterfeit Tickets (g) Seller’s use of any Customer’s profile information or communication with any Customer (h) Seller’s violation of applicable laws, rules, or regulations (including, without limitation, applicable data security or privacy laws, rules, or regulations) (i) any allegation that the Event or any portion thereof (or the streaming of the Event or any portion thereof by Leap Event Technology or any of Leap Event Technology’s Indemnities), infringes, misappropriates, or violates any third party’s intellectual property rights or any other alleged patent, trademark, or copyright infringement asserted against Leap Event Technology’s Indemnities with respect to the Event (j) any access, use, and disclose of Customer data not in compliance with applicable laws, rules, regulations (k) Seller’s failure to provide fee disclosures to consumers in compliance with applicable laws (l) Seller’s unauthorised, unlicensed, and unpermitted use of the Leap Event Technology System or the Leap Event Technology Services outside the purpose, scope, or manner authorised by the Ticketing Agreement or these Sellers Terms of Service, (m) Seller’s unauthorised, unlicensed, and unpermitted modification of the Leap Event Technology System without Leap Event Technology’s knowledge or consent; (n) Seller’s breach of a representation, warranty or covenant under the Agreement; (o) any breach of Seller’s obligations under clause 17 (Confidentiality); (p) Seller’s gross negligence, willful misconduct or intentional or wrongful misconduct, except to the extent that any such claim under subsections (a) through (p) arises from or relates to Leap Event Technology’s gross negligence or willful misconduct with respect thereto. The term “Affiliate” means any person or entity controlling, controlled by, or under common control with a stated party.

Indemnification by Leap Event Technology: Leap Event Technology, at its own cost and expense, shall indemnify, defend and hold harmless, Seller, its Affiliates, and their respective successors, assigns, officers, directors, employees, members, managers, contractors, representatives and agents (collectively “Seller’s Indemnities”) from and against any and all Claims, imposed on, incurred by, or asserted against Seller’s Indemnities arising from, relating to, occurring as a result of, or in connection with (a) any material and uncured breach of the Agreement by Leap Event Technology; or (b) any alleged infringement, violation or misappropriation of any third party’s patents, copyrights, trademarks, trade secrets or other intellectual property or proprietary rights asserted against Seller’s Indemnities with respect to Seller’s authorised use of the Platform (“Infringement Claim”), except to the extent any such Claim under subsections (a) or (b) arises from or relates to Seller’s gross negligence or willful misconduct, Seller’s unauthorised, unlicensed, and unpermitted modification of the Platform without Leap Event Technology’s knowledge or consent, or Seller’s unauthorised, unlicensed and unpermitted use of the Platform outside the purpose, scope, or manner authorised under the Agreement with respect thereto.

In the defense or settlement of any Infringement Claim, Leap Event Technology may, at its sole option, discretion and expense: (a) procure for Seller Indemnitees a license to continue using the Platform; (b) replace or modify the allegedly infringing technology to avoid the infringement; or (c) if the foregoing options are not commercially feasible in Leap Event Technology’s sole judgment, terminate the Agreement and refund any prepaid, unused fees as of the date of termination. The foregoing states Leap Event Technology’s sole and exclusive liability, and Seller’s sole and exclusive remedy, for the actual or alleged infringement, violation or misappropriation of any third party intellectual property or proprietary right by the Seller’s use of the Platform. 

Notice and Procedure. The indemnified party shall promptly provide the indemnifying party with written notice of any Claim for which it seeks indemnification hereunder, and the indemnifying party shall assume the defense thereof; provided, however, that failure or delay by the indemnified party to provide such notice will not release the indemnifying party from any of its indemnity obligations hereunder except to the extent the indemnifying party’s ability to defend such Claim is materially and adversely prejudiced by such failure or delay. The indemnifying party shall control the defense and settlement of any Claim, provided indemnifying party shall not agree to any settlement agreement that would be binding on the indemnified party or involves making an admission of guilt or wrongdoing, without the indemnified party’s written consent, which shall not be unreasonably withheld. The indemnified party may participate in the defense of settlement at its option and in its sole discretion and expense.

11. Limitation of Liability

Leap Event Technology excludes, to the maximum extent permitted by law, all express or implied guarantees, warranties, representations, or other terms and conditions relating to this Agreement or its subject matter, not contained in this Agreement. Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include the UK Consumer Rights Act 2015 and, where applicable, the EU Consumer Rights Directive and related consumer protection legislation, which contain rights and guarantees that protect purchasers of goods and services in certain circumstances.

If any guarantee, condition, term, or warranty is implied or imposed in relation to this Agreement by applicable law (including the UK Consumer Rights Act 2015 and/or EU consumer protection law) and cannot be excluded, restricted, or modified (“Non-Excludable Provision”), and Leap Event Technology is able to limit the Seller’s remedy for a breach of the Non-Excludable Provision, then Leap Event Technology’s liability for breach of the Non-Excludable Provision is limited to one or more of the following at Leap Event Technology’s option:

  • In the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again; and
  • In the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or acquiring equivalent goods, or the payment of the cost of having the goods repaired. This clause states, subject to Leap Event Technology’s obligations under the Non-Excludable Provisions and to the maximum extent permitted by law, the entire aggregate liability of Leap Event Technology and exclusive remedy of the Seller (including for any Loss or damage sustained by the Seller in connection with this Agreement, whether arising in contract, tort (including negligence), statute, equity or otherwise).

The limitation in this clause and the relevant exclusion does not apply in relation to liability:

  • for personal injury (including sickness or death);
  • for loss, damage to or loss of use of, any real or personal property; or
  • for fraud, dishonesty or willful misconduct.

Subject to Leap Event Technology’s obligations under the Non-Excludable Provisions, Leap Event Technology’s liability for Consequential Loss is excluded.

For the purposes of this clause 11, “Consequential Loss” means any special, indirect, consequential or punitive loss or damage, including claims for loss of income, loss of opportunity or profits, loss of goodwill, or business interruption, for any matter arising from or relating to this Agreement, the Site, the Leap Event Technology System or the Leap Event Technology Services, or the internet generally, including, but not limited to: (a) Seller’s use or inability to use the Leap Event Technology System or Site; (b) any changes to or inaccessibility of the Leap Event Technology System or Site; (c) any delay, failure, unauthorised access to, or alteration of, any transmission or data; (d) any material or data transmitted or received or not transmitted or received; and (e) any data or material from a third person accessed on or through the Leap Event Technology System or site, whether such liability is asserted on the basis of contract, tort or otherwise. 

For clarity, this does not include loss or damage which may fairly and reasonably be considered to arise naturally from the usual course of things, from the breach or other act or omission in question (the remedy for which loss or damage is limited as described in clause 11).

To the extent permitted by law, Seller’s sole and exclusive remedy will be limited to the total fees and charges paid by Seller to Leap Event Technology in the twelve (12) month period preceding the event giving rise to the claim and will not exceed that amount. This limitation will apply even if Seller has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose. Leap Event Technology and Seller acknowledge that the fees reflect this allocation of risk. The foregoing limitations shall not apply to damages arising out of Leap Event Technology’s willful misconduct or fraudulent action. 

12. Disclaimer Of Warranties

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE Leap Event Technology SERVICES, Leap Event Technology SYSTEM AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; (B) THAT THE PLATFORM, SITE OR THE SERVICE PROVIDED BY Leap Event Technology WILL MEET SELLER’S REQUIREMENTS OR EXPECTATIONS; (C) THAT THE PLATFORM AND SITE WILL BE SECURE, UNINTERRUPTED, ACCESSIBLE, OR ERROR-FREE; (D) THAT ANY INFORMATION OR MATERIAL OBTAINED FROM THE PLATFORM AND SITE WILL BE ACCURATE, RELIABLE, COMPLETE, OR FREE FROM VIRUSES OR OTHER FORMS OF MALICIOUS OR DESTRUCTIVE CODE; (E) ADVERTISING AND OTHER SERVICES; AND (F) NONINFRINGEMENT. 

USE OF THE SERVICE IS AT SELLER’S SOLE RISK. NO ADVICE OR INFORMATION OBTAINED BY SELLER FROM Leap Event Technology, WHETHER IN ORAL, WRITTEN, OR ELECTRONIC FORM, RELATING TO SELLER’S USE OF THE Leap Event Technology SERVICES, PLATFORM AND SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 

13. Access & Safeguards

Seller understands and agrees that the Leap Event Technology System and the Site may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, downtime, repairs, or administrative reviews which we may undertake from time-to-time; or (iii) causes beyond our control or which are not reasonably foreseeable by Leap Event Technology. 

Leap Event Technology provides no representation, warranty or guarantee with respect to the accessibility of the Leap Event Technology System and the Site.

Seller has established and shall at all times during the Term maintain and comply with, reasonable administrative, organisational, technical, and physical controls that prevent the Leap Event Technology System and Site from being accessed or used in any manner in violation of any applicable terms or other agreements between Leap Event Technology and Customers (including in violation of any prohibitions or use restrictions contained therein, such as prohibitions on copying the Site or any of its content). Seller shall immediately notify Leap Event Technology in writing upon becoming aware of any such conduct or activity. 

In addition to Seller’s other indemnification obligations herein, Seller hereby agrees to indemnify, defend, and hold harmless Leap Event Technology and its affiliates from and against any claims, actions, judgements, demands, losses, liabilities, fines, penalties, settlements, costs, and expenses (including reasonable legal fees) incurred by the Leap Event Technology Indemnities as a result of or in connection with any such conduct or activity. 

14. Termination

14.1 Leap Event Technology may terminate this Agreement and the Seller’s use of the Service immediately if:

  1. The Seller breaches any of its material obligations under this Agreement that are not capable of remedy; 
  2. The Seller fails to pay any money due to Leap Event Technology when it falls due; or
  3. Leap Event Technology believes that continuation of the contract by hosting Seller’s Events may materially damage Leap Event Technology’s goodwill and reputation.

14.2  The Agreement may be terminated by either party in the event of:

  1. any material default in or material breach of the terms and conditions of the Agreement by the other party, after the other party has received written notice of default and thirty (30) business days (or ten (10) business days, in the case of a monetary default) to cure such default; or 
  2. an Insolvency Event occurs in relation to the other party.

14.3 Termination of this Agreement is without prejudice to accrued rights and obligations of a party and any provisions which are intended by their nature to survive termination.

14.4 15

15. Force Majeure

15.1 Each party is excused from performing its obligations under this Agreement to the extent that it is prevented, hindered, delayed or otherwise made impracticable by reason of a force majeure event (including without limitation, any earthquake, flood, fire, or other natural disaster, riot, pandemic, terrorism, war, judicial or governmental action, labour disputes, act of God or any other causes beyond the control of either party), which it cannot overcome by reasonable measures.

15.2 As soon as practicable after a force majeure event referred to in this clause occurs, the party affected must notify the other party of the nature and extent of the event.

16. Subcontracting

16.1  Leap Event Technology may subcontract or delegate any of its rights or obligations under this Agreement in its discretion, provided that such subcontracting or delegation will not relieve Leap Event Technology of its obligations under this Agreement.

17. Confidentiality

17.1 All Confidential Information which a party obtains or of which it is or becomes aware must be held and maintained by such a party in strict confidence.

17.2 Each party must use its best endeavours to ensure that the Confidential Information remains confidential and is not transmitted or disclosed to any person except to the extent necessary to enable each party to perform and observe the obligations and conditions arising from this Agreement and that upon the Expiry Date or the earlier termination of this Agreement each party must deliver up to the other or cause to be destroyed, the Confidential Information in that party’s possession provided by the other party.

17.3 Seller understands and acknowledges that Leap Event Technology is the owner of valuable Confidential Information and acknowledges that the Leap Event Technology Services involve the furnishing of Confidential Information to Seller including, but not limited to sales, pricing, business strategy, product plans, products, services, customers, software, processes, and financial information, and that the goodwill of Leap Event Technology depends, in part, upon Seller keeping such information confidential. 

17.4 Seller agrees to use the same degree of care to protect Leap Event Technology’s Confidential Information from unauthorised use, access, or disclosure as it uses to protect its own confidential information, and in any event no less than reasonable care. The Seller must also implement appropriate security measures to maintain the confidentiality of such information

17.5 The parties shall not disclose any Confidential Information of the other party which is confidential to any person without the consent of the other parties (which shall not be unreasonably withheld) provided always that such obligation shall not apply to:

(a) Disclosures required by law or a requirement of any regulatory body court or tribunal; information which is in or comes into the public domain other than as a result of a breach of this Agreement; or

(b) Disclosures to the financial accounting or legal advisers of the parties where reasonably required and provided appropriate confidentiality undertakings are obtained,

(c) and no party shall use any such Confidential Information other than for the purpose for which it was provided to that party

17.6 If Seller is requested or required to disclose Confidential Information pursuant to legal or governmental proceedings, Seller will promptly notify Leap Event Technology so that it may seek a protective order, prepare a response to said proceedings, or seek other legal remedies.

18. Tax, Costs and Expenses

Unless otherwise specified, all amounts expressed in this Agreement are inclusive of VAT. VAT will be payable at the same time as the consideration to which it relates.

Leap Event Technology will issue tax invoices in respect of any supplies made by Leap Event Technology pursuant to this Agreement.

Subject to clause 18, each party must pay any Tax incurred by that party which arises from signing, delivering and performing this Agreement.

Each party must pay its own costs and expenses of negotiating, preparing, signing, delivering, stamping, registering and performing this Agreement and any other Agreement or document entered into or signed under this Agreement.

Seller is solely responsible for determining which, if any, Taxes (including without limitation, any sales, use, amusement, value added, goods and services, consumption, excise and other taxes, duties, levies and charges) apply to the use of the Leap Event Technology Services and in doing so agree that it is their sole responsibility to, and that they will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities. 

Leap Event Technology does not, and cannot, provide you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires Leap Event Technology to pay any Taxes attributable to your use of the Leap Event Technology Services, you agree to promptly and fully reimburse Leap Event Technology for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

Additionally, in the event that a governmental authority requires Leap Event Technology to provide proof that Taxes attributable to your use of the Leap Event Technology Services were collected, remitted, and reported to the respective government authority, you agree to promptly furnish the requested proof upon Leap Event Technology’s request within five (5) days of the request.

19. Relationship

The Seller appoints Leap Event Technology as its agent to sell Tickets for Sellers Event/s through the Network. The Seller acknowledges that:

  • Leap Event Technology provides ticketing services to a range of Sellers, Venues and Event Organisers and has ongoing business dealings with other Sellers, Venues and Event Organisers;
  • this Agreement in no way restricts, and the Seller agrees not to interfere with, Leap Event Technology’s other business dealings; and
  • Leap Event Technology is not obliged to disclose to it the confidential information of another Seller.

The Seller acknowledges that this Agreement is an arms-length commercial contract which sets out in full Leap Event Technology’s duties and obligations as agent. The Seller irrevocably and unconditionally releases Leap Event Technology from any further duties or obligations which may be implied at law. This Agreement does not create a fiduciary relationship or a relationship of employment or Sellership between the parties or an agency in which Leap Event Technology is the principal.

20. Obligation to act in good faith

Leap Event Technology and Seller must act in good faith in respect of this Agreement. Neither Leap Event Technology nor the Seller may do anything which will circumvent the operation of this Agreement or deprive either Leap Event Technology or the Seller of its rights under this Agreement.

21. Privacy and Customer Data

By entering into this Agreement, the Seller agrees to the terms of Leap Event Technology’s Privacy Policy. Leap Event Technology may collect and use the personal information of Customers of Tickets or who otherwise interacted with the Leap Event Technology Services (“Customer Data”) in accordance with its Privacy Policy in place from time to time.

Seller represents and warrants that it will only access, use, and disclose the Customer Data in compliance with all applicable laws, rules, regulations, and administrative rulings (including, without limitation, all data protection and marketing laws) and in accordance with Leap Event Technology’s publicly available privacy notice and Seller’s own posted privacy notices. 

Seller further represents and warrants that it shall have at all times (i) a publicly available privacy notice compliant with all applicable laws, rules, regulations and administrative rules; and (ii) otherwise obtain all such consents and provide all such notices as necessary for Seller’s own, independent collection, use, and disclosure of Customer Data (including, without limitation, providing necessary opt-ins for Customers to receive marketing communications from Seller). 

22. Security and Compliance

Leap Event Technology will take reasonable measures to maintain Seller’s data in a secure manner. Leap Event Technology will provide Seller with credentials that allow Sellers to add, modify, or update its data. Seller will be solely responsible for the confidentiality of its credentials and for any authorised or unauthorised access to the Leap Event Technology System and the Site by any person using Seller’s credentials. Seller agrees to notify Leap Event Technology immediately of any unauthorised use of its credentials or any other breach of security discovered by Seller.

The Seller acknowledges that Leap Event Technology is required to comply with the Payment Card Industry Data Security Standards (PCI Data Security Standards). The Seller will use reasonable commercial endeavours to adhere to and be compliant with the PCI Data Security Standards.

The Seller acknowledges that it is responsible for the security of cardholder data of Customers that the Seller possesses or otherwise stores, processes or transmits on behalf of Leap Event Technology, or to the extent that they could impact the security of the Customer’s Cardholder Data Environment (as defined by the PCI Data Security Standards).

Seller may be required to obtain their own PCI-DSS Attestation of Compliance and reference Leap Event Technology as a Service Provider. Seller should consult with their bank for further guidance.

23. Dispute Resolution

The parties will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith in a spirit of mutual cooperation. If those attempts fail, then the dispute may be mediated by a mutually accepted mediator to be chosen by the parties within forty-five (45) days after written notice by either party to the other demanding mediation. No party may unreasonably withhold consent to the selection of a mediator. The parties will share the cost of the mediation equally. By mutual agreement, the parties may postpone mediation until some specified but limited discovery about the dispute has been completed. The parties may also agree to replace mediation with some other form of alternative dispute resolution. Any dispute which cannot be resolved by the parties through negotiation, mediation or other form of agreed alternative dispute resolution within one hundred and twenty (120) days following the date of the initial demand for it by one of the parties may then be submitted to the courts for resolution. Nothing in this section will prevent a party from resorting to judicial proceedings if: (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; (b) interim, injunctive or other equitable relief from a court is necessary to prevent serious and irreparable injury to one party or to other; or (c) litigation is required to be filed prior to the running of the applicable statute of limitations. The use of any alternative dispute resolution procedure will not be construed to affect adversely the rights of either party. All of the above alternative dispute resolution procedures shall be confidential.

24. Modification and Amendment of Terms of Service

Leap Event Technology has the right, at any time, to add to or modify or amend these Terms of Service by publishing them on Leap Event Technology’s website.

25. Trademarks and Intellectual Property

(a) Each party shall own and retain all right, title, and interest in its trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, and trade secrets and content currently used, or which may be developed and/or used in the future.

(b) All ownership rights, title, and interest in and to the Leap Event Technology Services, materials and any and all intellectual property rights (including the Leap Event Technology System) will remain with and belong exclusively to Leap Event Technology. Leap Event Technology reserves all rights not expressly granted to Seller herein.

(c) Seller may include the Leap Event Technology logo or Site address in all forms of online and offline advertising, mailings, commercials, radio spots, or brochures that Seller creates or controls. In addition, Seller may display the Leap Event Technology logo on its website to provide a hyperlink to the Site with a call to action such as “Buy Tickets.” 

(d) Seller grants Leap Event Technology a limited right to use Seller’s name, logo, and/trademark for providing services pursuant to the Agreement and for advertising, publicity, press releases and/or materials distributed to prospective Customers.

(e) Seller further grants Leap Event Technology a non-exclusive, royalty-free, worldwide licence to use Seller’s publicly available event images, promotional materials, name, logo, and trademarks solely for the purpose of marketing and promoting the Seller’s event(s) and the Leap Event Technology platform. This may include use on Leap Event Technology’s website, social media channels, and other marketing communications. Leap Event Technology may resize, crop, or format such materials as reasonably necessary for these purposes, but will not materially alter the Seller’s branding or misrepresent the Seller’s identity without prior approval, and will always use the materials in a manner consistent with the Seller’s brand integrity

26. General

  • Notices: Any notice or other communication given under this Agreement including, but not limited to, a request, demand, consent or approval, to or by a party to this Agreement: Must be in legible writing and in English and emailed to [email protected]
  • Severability: If a provision of this Agreement is found to be invalid, illegal or unenforceable, it shall be read down or severed only to the extent of the invalidity or unenforceability, but this does not affect the validity or enforceability of the remaining provisions of this Agreement, which will be enforceable to the fullest extent permitted by law.
  • Independent Contractors: Leap Event Technology and Seller are and will be independent contractors and neither party by virtue of the Agreement will have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other.
  • Waiver: A single or partial exercise of a right does not preclude a further exercise of that right or the exercise of another right. Failure by a party to exercise a right or delay in exercising that right does not prevent its exercise or operate as a waiver. A waiver is only effective in the specific instance and for the specific purpose for which it is given. 
  • Cumulative Rights: The rights and remedies of a party under this Agreement do not exclude any other right or remedy provided by law.
  • Non-Merger: No provision of this Agreement merges on completion or termination of this Agreement.
  • Continuing indemnities and survival of indemnities: Each indemnity contained in this Agreement is a continuing obligation despite a settlement of account or the occurrence of any other thing, and remains fully effective until all money owing, contingently or otherwise, under an indemnity has been paid in full. Each indemnity is an additional, separate and independent obligation and no one indemnity limits the generality of another indemnity. Each indemnity survives termination of this Agreement.
  • Further assurances: Each party must do all things necessary to give full effect to this Agreement and the transactions contemplated by this Agreement.
  • Entire agreement: This Agreement supersedes all previous Agreements about its subject matter and embodies the entire Agreement between the parties. The Seller acknowledges that no representations or warranties in connection with the Leap Event Technology Services have been made by Leap Event Technology or anyone on behalf of Leap Event Technology other than as set out in this Agreement.
  • Remedies & Specific performance: In order to avoid irreparable injury to Leap Event Technology, in the event of any breach or threatened breach by Seller of the provisions of this Agreement, Leap Event Technology will be entitled to an injunction and/or other equitable relief restraining such breach. Nothing in this Agreement will be construed as prohibiting Leap Event Technology from pursuing any other remedies available to us for such breach or threatened breach, including the recovery of monetary damages from Seller. The Seller acknowledges that monetary damages alone may not be adequate compensation to Leap Event Technology for the Seller’s breach of its obligations under this Agreement and that specific performance of those obligations may be an appropriate remedy, particularly having regard to the unique nature of the rights granted to Leap Event Technology under this Agreement.
  • Third party rights: Only Leap Event Technology and the Seller has or is intended to have a right or remedy under this Agreement or obtain a benefit under it.
  • Legal Advice: The parties acknowledge that they have received legal advice about this Agreement or have had the opportunity of receiving legal advice about this Agreement.
  • Counterparts: This Agreement may be signed in any number of counterparts and all those counterparts together make one instrument.
  • Assignment: Neither party shall assign, transfer, sublicense, or sub-contract any of its rights, duties or obligations, in whole or in part, under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld by the non- assigning party; provided, that Leap Event Technology shall be permitted to assign this Agreement without Seller’s prior written consent to the purchaser of all or substantially all of the Leap Event Technology’s assets. Any attempt by either party to assign or transfer any of the rights, duties or obligations of this Agreement in violation of the foregoing shall be void.
  • Headings and Order. The headings and sequential order of the sections contained in this Agreement are for convenience only and will have no substantive or procedural effects in construing the provisions of this Agreement.
  • Conflict. In the event of any conflict or inconsistency between provisions or components of this Agreement, as may be amended from time to time, the order of precedence shall be: (a) the Ticketing Agreement, and (b) these Seller Terms of Service.
  • Governing Law and Jurisdiction: This Agreement is governed by the laws of the country in which the relevant Leap Event Technology contracting entity is established (being either within the European Union or the United Kingdom). Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of that country and waives any claim or objection based on absence of jurisdiction, inconvenient forum, or immunity in relation to this Agreement.

27. Direct Debit Request Service Agreement

In the event that the net activity in your account on a day is negative, or Leap Event Technology needs you to fund your account for any other reason relating to the Leap Event Technology Seller Agreement, you authorise and request Leap Event Technology to debit your Bank Account by using the Bulk Electronic Clearing System (BECS).

Transfers from your Bank Account will come from Ezidebit (Direct Entry User Number: 342190, 342191, 428198) and the timing of the transfers will be at Leap Event Technology’s discretion.

If you believe there has been an error in debiting your account, you should notify us. You can also notify your bank. If there has been an error, we’ll arrange with your bank to adjust your account and we’ll notify you of the amount of the adjustment. If we don’t find an error, we’ll respond to your query with evidence of the correctness of the transfer.

28. Technical Support

Leap Event Technology will provide support in dealing with any difficulties which may arise in connection with Seller’s use of the Leap Event Technology System or Site. Leap Event Technology attempts to provide such support in a timely manner but cannot guarantee to respond to your inquiry by a particular time. For support requests, Seller should contact the relevant technical support team: 

[email protected]

+44 330 808 3307 (UK)

+353 1 903 9163 (Ireland) 

29. Definitions

In these Sellers Terms of Service:

  • Agreement means the terms to which the Seller has agreed to in order to use the Leap Event Technology system & service, which could be by contractual Agreement, self sign up or an Event Build form.
  • Box Office means the area at a Venue used to stock and sell Tickets.
  • Business Day means a day on which banks are open for business in London excluding a Saturday, Sunday or public holiday.
  • Cancellation Fee means the amount Leap Event Technology may retain upon cancellation or postponement of an an Event where refunds are due, as set out in the Ticketing Agreement, which will not exceed the total amount of “booking fees” that Leap Event Technology would have received under the Ticketing Agreement had the Event not been cancelled.  If no Cancellation Fee is set out in the Ticketing Agreement, the Cancellation Fee will be the total amount of “booking fees” that Leap Event Technology would have received under the Ticketing Agreement had the Event not been cancelled.
  • Claim means any claims, judgements, damages, actions, proceedings, losses, fines, penalties, liabilities, costs and expenses (including, without limitation, reasonable legal fees), foreseen or unforeseen, of any kind.
  • Commencement Date means the date specified in the Ticketing Services Agreement 
  • Complimentary Tickets means complimentary Tickets, house Tickets and promoter’s Tickets and other “mass pull” Tickets (as those terms are commonly understood in the entertainment industry and ticketing business) for the Event.
  • Confidential Information means any know-hows, trade secrets, confidential, non-public and proprietary information relating to the management, profitability, operation and the business dealings, arrangements and understandings between either of the parties and each other or either of the parties and Venues or other persons in respect of the Event in any form, which is designated “Confidential,” or “Proprietary,” or bears some similar designation or which a reasonable person knows or should know is confidential under the circumstances.
  • Consignment Tickets means Tickets to the Event that are sold or distributed other than by Leap Event Technology under this Agreement.
  • Customer refers to a person who transacts with Seller via the Leap Event Technology System and includes purchasing Tickets to the Seller’s Event through the Site or the Service, and registration, subscribing or joining a waitlist for Tickets.
  • Event means the Seller’s event(s) built into the Leap Event Technology system, for which Customers will register or purchase tickets to attend.
  • Expiry Date means the expiry of the Term as specified in the Ticketing Agreement.
  • VAT means value added tax chargeable under the Value Added Tax Act 1994, Council Directive 2006/112/EC, or any equivalent legislation in force in the United Kingdom or any Member State of the European Union, and includes any tax of a similar nature imposed in addition to, or in place of, such tax (VAT Law).
  • Insolvency Event means in the case of a corporation any of the following:
    • a liquidator or provisional liquidator is appointed;
    • an administrator is appointed;
    • a receiver or receiver and manager is appointed to the corporation and/or any of its assets; or
    • anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of any person.
  • Loss means any loss, cost, expense or liability.
  • Network means all facilities, systems, channels, contractors and agents which Leap Event Technology, in its discretion, uses from time to time to advertise, sell, distribute or otherwise supply Tickets (howsoever owned, operated or branded), and which may include the internet, social media, call centres and sales agents.
  • Personnel means, in respect of a party, its employees, agents, contractors and invitees.
  • Point of Sale (Box Office) refers to the Box Office interface in the Leap Event Technology system through which Point of Sale transactions are processed.
  • Refund means repayment of a sum of money back to the Customer.
  • Review Date means the Expiry Date of this Agreement.
  • Seller means the organisation or person specified in the Ticketing Agreement using the Leap Event Technology System and Leap Event Technology Services.
  • Settlement Day means, in respect of the Event, the days specified as the “Settlement Days” in the Ticketing Agreement.
  • Site means the websites at leapevents.com, eu.admin.leapevents.com, or eu.events.leapevents.com.
  • System means the computerised booking system used by Leap Event Technology for the sale or other issue of Tickets to Event.
  • Tax means a tax, levy, charge, impost, fee, deduction, withholding or duty of any nature, including stamp and transaction duty which is imposed or collected by a government agency and includes, but is not limited to, any interest, fine, penalty, charge, fee or other amount imposed in addition to those amounts but excluding any VAT. 
  • Term means the period specified in clause 2.
  • Ticket means any ticket or voucher (whether paper based, electronic or otherwise) for the admission of persons to the Event, or to the Venue.
  • Ticketing Agreement means the Agreement between Leap Event Technology and Seller accompanying these Sellers Terms of Services and to which these Sellers Terms of Service are incorporated.
  • Leap Event Technology Hardware and Software means the hardware and software (if any) to be installed by Leap Event Technology at the Venue or Event/s and listed in the Ticketing Agreement.
  • Leap Event Technology Services means:
    • The ticketing and other services set out in the Ticketing Agreement.
    • Any good, service or system in respect of the Venue(s) or the Event which is the same as, or similar to, a good, service or system supplied by Leap Event Technology under this Agreement, and includes any service of, or system for, selling Tickets and any and all services available on or through the Site or otherwise provided by Leap Event Technology for the Seller’s Event.
  • Third Party Merchant Account has the meaning given to that term in clause 6 of these Sellers Terms of Service.
  • Venue means any location where an Event is set up in the Leap Event Technology system for Customers to register or purchase Tickets to attend.