Naitram Event Promoter/Organiser Agreement Effective Date: 27 September 2024
This Agreement (“Agreement”) governs the terms and conditions under which event promoters and organisers ("Promoter" or "Organiser") may use the Naitram platform to create, manage, and sell tickets for events. By creating an event on the Naitram platform, the Promoter agrees to the following terms, rights, and responsibilities toward Naitram and ticket holders.
1. Event Creation and Platform Usage
1.1
The Promoter is authorised to use the Naitram platform to create and manage events, subject to compliance with this Agreement
1.2
The Promoter must provide accurate and complete information about the event, including but not limited to date, time, location, ticket prices, and any special restrictions.
1.3
The Promoter must ensure all promotional materials (e.g., event descriptions, images) provided to Naitram are legal, accurate, and do not infringe upon third-party rights.
1.4
Naitram reserves the right to review, approve, or reject events listed on the platform for any reason, including non-compliance with legal or ethical standards.
2. Promoter Responsibilities Toward Ticket Holders
2.1
The Promoter must fulfill all obligations toward ticket holders, including ensuring that the event occurs as advertised unless prevented by force majeure (see clause 14).
2.2
The Promoter must communicate any changes to the event (e.g., cancellation, postponement) to ticket holders through the Naitram platform in a timely manner.
2.3
The Promoter is responsible for issuing refunds in the event of cancellations, postponements, or significant changes to the event details, in accordance with Naitram’s refund policy.
2.4
The Promoter must ensure that ticket holders are admitted to the event, subject to compliance with any event-specific entry conditions or restrictions (e.g., age, dress code).
3. Ticket Sales and Resale
3.1
The Promoter acknowledges that Naitram allows ticket holders to resell or transfer tickets through the platform until 48 hours before the event.
3.2
The Promoter must not restrict or invalidate ticket transfers or resales completed through Naitram, except where fraud or violation of event-specific terms is proven.
3.3
The Promoter is responsible for setting the original ticket price and ensuring the accuracy of all ticketing information.
3.4
The Promoter agrees that Naitram will collect a service fee for each ticket sale made through the platform, which will be disclosed prior to ticket listing.
4. Insurance Requirements
4.1
The Promoter must maintain adequate insurance coverage for each event, including but not limited to public liability insurance, which covers potential risks to attendees, staff, and third parties.
4.2
The Promoter must provide proof of insurance to Naitram upon request and before the event goes live on the platform.
4.3
The insurance must cover any liabilities arising from event cancellations, attendee injuries, or property damage that may occur during the event.
4.4
The Promoter is solely responsible for all claims, losses, damages, or expenses arising from any breach of the insurance requirements.
5. Promoter’s Obligations for Event Safety
5.1
The Promoter is responsible for ensuring that the event venue complies with all applicable health and safety regulations.
5.2
The Promoter must implement appropriate security measures, including crowd control, emergency planning, and accessibility for all attendees.
5.3
The Promoter must ensure that all necessary permits, licenses, and approvals (e.g., alcohol licensing, noise control) are obtained before the event date.
5.4
Any breach of safety regulations or failure to obtain required permits may result in the event being delisted from the Naitram platform, and the Promoter may be held liable for any damages incurred.
6. Event Cancellations and Postponements
6.1
In the event of a cancellation or postponement, the Promoter must notify Naitram and all ticket holders immediately through the platform.
6.2
The Promoter is responsible for providing clear instructions on refund procedures and any alternative arrangements (e.g., rescheduling).
6.3
Naitram reserves the right to mediate disputes between ticket holders and the Promoter, but the Promoter remains solely responsible for refunding ticket holders
6.4
Failure to issue refunds in accordance with Naitram’s policy may result in penalties, including but not limited to removal from the platform and legal action
7. Fees and Payment Terms
7.1
Naitram will collect a service fee from the Promoter for each ticket sold via the platform. The applicable fees will be clearly communicated prior to the event listing.
7.2
Ticket sale proceeds, minus applicable fees, will be remitted to the Promoter after the event has successfully taken place, subject to compliance with all terms of this Agreement.
7.3
Naitram reserves the right to withhold payments in cases of event cancellations, refund claims, or disputes until such issues are resolved.
7.4
Any unpaid fees owed to Naitram by the Promoter must be settled within 30 days of the invoice date, failing which Naitram may charge interest and suspend access to the platform.
8. Ticketing and Blockchain Verification
8.1
Naitram uses blockchain technology to verify ticket authenticity and prevent fraud. The Promoter agrees to cooperate fully with the platform’s verification processes.
8.2
The Promoter must ensure that all ticket entries, seat allocations, and event details are accurate at the time of listing.
8.3
The Promoter cannot cancel or invalidate tickets after they have been transferred or resold via Naitram unless there is evidence of fraud or breach of the terms of sale.
8.4
Any attempt by the Promoter to manipulate ticket sales or defraud buyers will result in immediate delisting of the event and potential legal action
9. Intellectual Property Rights
9.1
The Promoter grants Naitram a non-exclusive, royalty-free license to use any trademarks, logos, or promotional materials related to the event for the purpose of promoting ticket sales on the platform.
9.2
The Promoter represents that they have the legal right to use any intellectual property (e.g., music, images) associated with the event and that such use does not infringe on third-party rights.
9.3
The Promoter agrees to indemnify Naitram against any claims, damages, or losses arising from intellectual property infringement.
9.4
Naitram will not claim ownership over any intellectual property provided by the Promoter, but reserves the right to retain promotional materials for platform-related purposes.
10. Marketing and Promotion
10.1
The Promoter is responsible for marketing and promoting their event, although Naitram may assist in event promotion at its discretion.
10.2
The Promoter must ensure that all marketing communications are accurate, comply with applicable advertising regulations, and do not mislead potential attendees.
10.3
Naitram reserves the right to review and approve any event marketing materials that use the Naitram platform or logo.
10.4
Any false or misleading promotions may result in event delisting and possible legal consequences for the Promoter.
11. Dispute Resolution
11.1
Any disputes between the Promoter and ticket holders (e.g., refunds, event changes) should be addressed by the Promoter in good faith and resolved in accordance with Naitram’s policies
11.2
Naitram may mediate disputes at its discretion but assumes no liability for resolving conflicts between ticket holders and the Promoter.
11.3
Disputes between Naitram and the Promoter will be resolved through binding arbitration in accordance with the laws of England and Wales.
11.4
Any legal costs arising from disputes will be borne by the party found in breach of this Agreement.
12. Data Protection and Privacy
12.1
The Promoter must comply with all applicable data protection laws, including the UK GDPR, in relation to the collection, processing, and storage of ticket holder data.
12.2
Naitram will provide access to necessary ticket holder information for event management purposes only. The Promoter must not use this data for any unauthorised marketing or promotional purposes.
12.3
The Promoter must implement appropriate security measures to protect ticket holder data from unauthorised access, loss, or theft
12.4
In the event of a data breach, the Promoter must immediately notify Naitram and comply with all relevant reporting obligations under data protection laws.
13. Compliance with Laws
13.1
The Promoter agrees to comply with all applicable laws, regulations, and codes of conduct governing the organisation and execution of events.
13.2
The Promoter is solely responsible for ensuring that the event venue complies with all local laws, including health and safety regulations, accessibility requirements, and environmental standards.
13.3
Naitram reserves the right to delist events that do not comply with applicable laws or that are associated with illegal or unethical activities.
13.4
Any legal penalties or fines resulting from the Promoter’s failure to comply with laws and regulations will be borne solely by the Promoter.
14. Force Majeure
14.1
Neither party will be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond its reasonable control (e.g., natural disasters, strikes, government actions).
14.2
In the event of force majeure, the affected party must notify the other party as soon as reasonably possible.
14.3
The Promoter remains responsible for refunding ticket holders if an event is cancelled due to force majeure, unless alternative arrangements are agreed upon by both parties.
14.4
Naitram will not be responsible for any losses incurred by the Promoter due to a force majeure event.
15. Termination of Agreement
15.1
Naitram reserves the right to terminate this Agreement at any time if the Promoter breaches any of the terms and conditions outlined in this Agreement.
15.2
The Promoter may terminate this Agreement by providing Naitram with written notice, but only if no active or upcoming events are listed on the platform.
15.3
Upon termination, the Promoter must settle any outstanding payments owed to Naitram and ensure all ticket holders are informed of the event status and any refunds due.
15.4
Termination of this Agreement does not absolve either party from their obligations under any active events or unresolved disputes
16. Indemnity and Liability
16.1
The Promoter agrees to indemnify, defend, and hold harmless Naitram and its affiliates from any claims, liabilities, damages, or expenses arising out of or related to the Promoter’s breach of this Agreement.
16.2
Naitram will not be held liable for any indirect, incidental, or consequential damages arising from the Promoter’s use of the platform, including but not limited to loss of profits, loss of business, or loss of goodwill.
16.3
Naitram’s total liability for any claims arising out of this Agreement shall be limited to the fees paid by the Promoter to Naitram for the relevant event.
16.4
The Promoter remains fully responsible for the safety, legality, and organisation of the event and acknowledges that Naitram acts solely as a facilitator of ticket sales.
17. Governing Law and Jurisdiction
17.1
This Agreement is governed by and construed in accordance with the laws of England and Wales.
17.2
Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
17.3
The Promoter agrees to comply with all applicable laws and regulations in the jurisdiction where the event takes place.
17.4
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
18. Confidentiality
18.1
The Promoter agrees to keep all confidential information received from Naitram, including pricing, fees, and user data, secure and not disclose it to any third party without prior written consent from Naitram.
18.2
Any breach of confidentiality by the Promoter will result in immediate termination of this Agreement and may lead to legal action.
18.3
Confidential information excludes information that is publicly available or already known to the Promoter before entering into this Agreement.
18.4
The obligations of confidentiality will survive the termination of this Agreement
19. Amendments and Modifications
19.1
Naitram reserves the right to modify or amend the terms of this Agreement at any time.
19.2
Any changes to the Agreement will be communicated to the Promoter via email or the Naitram platform, and continued use of the platform constitutes acceptance of the new terms.
19.3
If the Promoter does not agree to the modified terms, they must notify Naitram within 14 days of the notice and cease using the platform for event listings.
19.4
No changes or modifications by the Promoter are valid unless agreed to in writing by Naitram.
20. Entire Agreement
20.4
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to its subject matter.
20.2
Any additional agreements or representations made by either party that are not included in this Agreement will not be binding unless made in writing and signed by both parties.
20.3
The Promoter acknowledges that they have not relied on any statements or representations by Naitram that are not explicitly set out in this Agreement.
20.4
Any waiver of any right or provision of this Agreement must be in writing to be valid and does not constitute a waiver of future rights or provisions
By using the Naitram platform, the Promoter acknowledges and agrees to the terms and conditions set forth in this Agreement.