Primo Events Terms of Services Agreement

Last Updated 21/11/2019

It is agreed that the following terms and conditions, together with our Client Contract, set out the entire and only agreement (“the Agreement”) made between you (“the Client”) and Primo Events Ltd (“Primo”) and no variation or modification of this Agreement shall be effective unless it is agreed by both parties in writing.

Any work of any description undertaken by Primo in delivering event registration services shall be subject to the following terms and conditions.

  1. Supply of Services

Primo shall supply such event registration services (“the Services”) as may be agreed from time to time with the Client in writing.

Primo warrants to the Client that it will perform the Services:

(i)            with reasonable care and skill;

(ii)            in accordance with generally recognised commercial practices and standards; and

(iii)           in accordance with all applicable legislation from time to time in force.

 Fees

All transactions will be conducted in the base currency for the account i.e. Pounds Sterling, Euros or US Dollars.

Event fees shall be agreed between the parties in writing prior to the provision of any Services and shall be detailed in the Client Contract.  In every case, event fees shall be subject to a minimum event fee as set out in the Client Contract. .

Using Primo’s Merchant Processes

Payment processing services for Primo are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms and conditions, the Client agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Primo enabling payment processing services through Stripe, the Client agrees to provide Primo with accurate and complete information about the Client and its business, and the Client authorizes Primo to share this information and transaction information related to the Client’s use of the payment processing services provided by Stripe.

Use of the Stripe system ensures that all revenue generated less Primo’s event fees will be paid directly to the Client’s nominated bank account. Revenue can be paid on a daily, weekly or monthly basis according to the Client’s preference.  All transactions will be conducted in the base currency for the account i.e. Pounds Sterling, Euros or US Dollars. A currency conversion will only occur if a Client accepts payment for an event in a currency in respect of which they do not have an associated bank account.

Stripe payments are tracked by Primo and reconciled to show a breakdown of funds per event. Primo will send detailed monthly statements setting out this information along with a breakdown of all charges.

Using Client’s Merchant Processes

Should a Client wish to use their own merchant process, they will be sent a statement by Primo on a monthly basis, providing details of all registrations completed during that month, together with an invoice in respect of Primo’s fee.

Payment should be made within 30 days of receipt of invoice.

In the event of any invoice queries, these queries must be raised within 14 days of the relevant invoice being received.  Payment should not be unreasonably withheld by the Client whilst the query is being resolved.

Primo reserves the right to charge interest on any amounts outstanding under this Agreement, with the rate of interest applying being four percent above the base lending rate of Primo’s Bank.

  1. Copyright

Any Intellectual Property rights (regardless of the form or content in which they are disclosed or stored) including any marks, trade names, patents or appropriate documents, know-how being technical or otherwise and copyright owned by Primo at the date of this Agreement or developed by Primo throughout the course of this agreement, whether registered or unregistered (together “the Primo Material”) shall remain the sole property of Primo and Primo shall retain full, worldwide copyright in the Primo Material at all times.  The Client may not copy, distribute, sell, publish, display, transmit, reproduce or decompile any part of the Primo Material by any means (electronic or not) or for any purpose include it in any derivative works.

Any Intellectual Property rights (regardless of the form or content in which they are disclosed or stored) including any marks, trade names, patents or appropriate documents, know-how being technical or otherwise and copyright owned by the Client at the date of this Agreement, whether registered or unregistered (together “the Client Material”) shall remain the sole property of the Client and the Client shall retain full, worldwide copyright in the Client Material at all times. The Client may not copy, distribute, sell, publish, display, transmit, reproduce or decompile any part of the Client Material by any means (electronic or not) or for any purpose include it in any derivative works.

  1. Event Cancellation

If an event is cancelled for any reason, all refunds of registration fees to event participants will be the responsibility of the Client.  Under no circumstances will Primo be obliged to provide refunds.

  1. Cancellation by Event Participant

Should an event participant raise a Charge Back, their registration will be cancelled and their registration fee refunded, Primo shall notify both the event participant and the Client of the cancellation and refund.  The Client undertakes to indemnify Primo in respect of any charges incurred by Primo in relation to the cancellation and refund, such charges including but not limited to Stripe fees.

  1. Managing Systems

6.1           Primo reserves the right to edit information hosted on its platform at its absolute discretion where such information is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party intellectual property rights.

6.2           Primo shall promptly:

6.2.1 update the Primo Event Registration Software  with any and all content provided from time to time by the Client;

6.2.2 comply with any written request by the Client to remove any content from the Primo Event Registration Software;

  1. Confidentiality

Each party will maintain as confidential all information obtained under or in connection with these this Agreement and will not divulge such information to any person (except to their own agents and then only to those agents who need to know same) without the other party’s prior written consent.

This clause will not extend to information which was rightfully in the possession of the other party prior to the commencement of the negotiations that led to this Agreement, which was already in the public domain or becomes so at a future date (otherwise than as a result of a breach of this clause).

Each party will ensure that its employees, subcontractors, assignees or agents are aware of and comply with the requirements of this clause.

These obligations of confidentiality will survive the expiry or termination of this Agreement.

  1. Insurance

Primo shall have in place appropriate insurance cover with a reputable insurance company and if requested to do so will exhibit evidence of such insurance to the Client.

  1. Indemnity

Primo will indemnify the Client against loss, damage, costs and expenses which the Client may incur as a direct consequence of any act, omission, negligence or default of Primo, its employees, subcontractors or agents arising out of or in connection with the performance of the Services PROVIDED THAT Primo’s liability shall be strictly limited to the total value of this Agreement and Primo shall not under any circumstances be liable for indirect or consequential loss.

  1. Distributors

Where a Client is introduced to Primo via a Distributor, that Distributor will be linked to the Client’s account with Primo and will have access to the account in order to provide support and assist in the initial account set-up.   By agreeing to these terms and conditions, the Client agrees to allow the Distributor to have such access.  The Client must notify Primo in writing in the event that they no longer wish the Distributor to be linked with and have access to their Primo account.

  1. Free Events

In relation to free events, unless otherwise agreed in writing with the Client and detailed in the Client Contract, Primo will not charge commission on free registrations and registrations made through the administration area.  Primo does however reserve the right to charge the Client for help and support provided for free events, with full details of its set-up fees set out in the Client Contract.

  1. Force Majeure

The due performance of this Agreement is subject to alteration or cancellation by either party owing to any cause beyond their reasonable control e.g. sudden illness or injury, epidemics, fire, explosion, flood, unusually severe weather, or any other extraordinary natural disturbance, act of God, or of the public enemy, any civil commotion, riot, insurrection, terrorism, or hostilities, war (declared or otherwise) conditions that may adversely affect the safety of such party’s personnel, restrictions due to quarantines, blockades, embargoes, unavailability of materials; unforeseen market shortages or any other cause beyond the reasonable control of such party that arises without the fault or negligence of such party, and that results in the delay in performance or non-performance of any obligations hereunder.

Neither party shall have any liability to the other in respect of termination of this Agreement due to Force Majeure, but rights and liabilities that have accrued prior to such termination shall subsist.

  1. Termination

This Agreement may be terminated at any time and for any reason by either party by giving notice in writing to the other.

On termination of this Agreement:

  • the Client will pay to Primo any outstanding invoices issued by Primo prior to the effective date of termination;
  • the Client will pay Primo for any event registrations completed after the effective date of termination upon presentation of an invoice; and
  • Primo will immediately remove the Client’s event (s) from its platform.

The termination of this Agreement shall be without prejudice to any rights which may have accrued prior to the date of termination to either of the parties under this Agreement.

  1. No Partnership

Primo and the Client hereby declare that they are not partners and this Agreement is not to be construed as creating a partnership between them.

  1. No Waiver

Failure of any party to this Agreement to enforce any right or remedy provided under this Agreement or by law shall not be construed as a waiver or limitation of that party’s right to subsequently enforce any right or remedy.

  1. Validity

If any provision of this Agreement (or part of any provision) shall be held by a court of law to be invalid, illegal or unenforceable for any reason that provision or part provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity of the remaining provisions of this Agreement shall not be affected.

   17. Third Party Rights

A person who is not a party to this Agreement will not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

  1. Governing Law
    This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of Northern Ireland. Both parties irrevocably submit to any exclusive rules or decisions of the Courts of Northern Ireland.
  2. Disputes and Arbitration

Primo is committed to providing a quality service to the Client. However, if the Client is dissatisfied with the Services, any complaints should be directed in the first instance to Mr. Simon Taylor, Managing Director.

Any dispute, difference or question of any kind whatsoever arising between the parties in relation to this Agreement which has not been resolved to the reasonable satisfaction of either party within three months of the dispute arising shall be referred to a single arbitrator agreed upon by the parties. The provisions of the Arbitration Act 1996 shall apply to the arbitration.

  1. Data Protection

“Data Protection Legislation”   a) all applicable law and regulations relating to data or privacy, including but not limited to the Data Protection Act 2018, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Communications Act 2003, EU General Data Protection Regulation 2018 and any other data protection laws (including any associated regulations or instruments) applicable to Primo’s provision of the Services; and

  1. b) all in term ICO codes of practice and relevant industry guidance as amended or replaced from time to time, including but not limited to, as issued by the Information Commissioner and/or any similar or replacement regulatory or self-regulatory body or bodies which may come into existence during the term of this Agreement;”

Client Data“: all data (including personal data), information, text, drawings and other materials which are embodied in any medium including all electrical, optical, magnetic or tangible media and which are supplied to Primo by or on behalf of the Client or which Primo is required to generate, collect, process, store or transmit in connection with this Agreement;

“Regulator”: any person having regulatory or supervisory authority over any part of the Services or Primo’s or the Customer’s business or operations, in whatever jurisdiction, including H.M. Revenue and Customs, the Office of the Information Commissioner and the Department for Business Innovation and Skills and, in each case, any successor body or bodies in the United Kingdom and any body or bodies carrying out similar functions in any relevant jurisdiction;

20.1 The Client’s details may be kept on computer record (e.g. name and address) however, none of the information (including personal data) that Primo holds shall be disclosed to third parties without the Client’s prior agreement in writing except where such disclosure is required by law.

20.2 In this clause 22, the terms “data controller”, “data processor”, “data subject”, personal data”, and “processing” will be as defined in  Data Protection Legislation .

20.3 The parties agree to comply with the Data Protection Legislation insofar as it relates to the performance of their roles under this Agreement.

20.4 The parties acknowledge that Primo may process personal data on behalf of the client and that the client shall be the data controller and Primo shall be the data processor in respect of personal data processed by Primo, on the client’s behalf in performing its obligations under this Agreement.

20.5 The client shall be solely responsible for determining the purposes for which and the manner in which Personal Data are, or are to be, processed.  The  subject matter and duration of the processing, the nature and purposes of the processing, the categories or data subjects and type of personal data that will be processed pursuant to this Agreement shall be as set out in the Appendix below.

20.6         Primo shall:

  • ensure that it complies at all times with the applicable Data Protection Legislation and that any disclosure of personal data made in the context of this Agreement is lawful;
  • Act only on written instructions and directions from the client and shall comply promptly with all such instructions and directions received from the client from time to time;
  • immediately notify the client if, in Primo’s opinion, any instruction or direction from the client infringes the Data Protection Legislation or other applicable European Union or Member State data protection law;
  • not process personal data for any purpose other than for the provision of Services to the client and only to the extent reasonably necessary for the performance of this Agreement;
  • not disclose personal data to any employee, director, agent, contractor or affiliate of Primo or any third party except as necessary for the performance of the Services, to comply with applicable law or with the client’s prior written consent;
  • ensure that all employees, directors, agents, contractors or affiliates of Primo authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
  • in a manner consistent with the Data Protection Legislation and with any guidance issued by the competent Regulator, maintain a record of processing activities under its responsibility;
  • implement all necessary or appropriate technical and organisational measures, having regard to the state of the art and the costs of implementation and the risks to the rights and freedoms of data subjects:
    1. to protect the security and confidentiality of personal data processed by it in providing the Services;
    2. to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure, access, or processing; and
  • as required under Data Protection Laws;
  • immediately notify the client of its receipt of any complaint, notice or request made by a data subject in relation to the personal data processed by Primo on behalf of the client and, if required by the client, permit the client to handle such request and at all times cooperate with and assist the client to execute its obligations under the Data Protection Legislation in relation to such data subject requests, including by appropriate technical and organisational measures where appropriate. If the client elects not to handle any request from a data subject received by Primo, Primo shall comply with such request and provide written evidence to the client about how it was fulfilled. In all cases, Primo shall provide a copy to the client of all personal data which it does so disclose.
  • Primo shall, without undue delay and in any event within 24 hours of becoming aware, promptly notify the client in writing of any actual or suspected unauthorised access or processing of Personal Data or breach of the Security Policy, and such notice shall include details of such actual unauthorised access or processing or the breach of the Security Policy, including nature of the breach categories and numbers of data subjects affected; categories and numbers of records affected; likely consequences of the breach and measures to be taken in mitigation and timescales; .
  • Primo shall cooperate and provide the client with such reasonable assistance as the client requires in relation to any complaints made by data subjects, unauthorised access or processing of personal data, or  investigations or enquiries made by any Regulator relating to the client’s or Primo’s obligations under the Data Protection Legislation.
  • No personal data processed by Primo pursuant to this Agreement shall be exported outside the European Economic Area.
  • Ensure that the Client Data is kept secure and in an encrypted form, and shall use the best available security practices and systems applicable to the use of the Client Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Data;

20.7         In relation to personal data processed by Primo under this Agreement, Primo shall co-operate with the Client to the extent reasonably necessary to enable the Client to adequately discharge its responsibility as a data controller under the Data Protection Legislation, including without limitation that Primo shall cooperate and provide the Client with such reasonable assistance as the Client requires in relation to preparation of data protection impact assessments to the extent required under the Data Protection Legislation.

20.8         On termination or expiry of this Agreement, at the client’s request, Primo shall delete or return to the client all personal data processed on behalf of the client, and Primo shall delete existing copies of such personal data except where necessary to retain such personal data strictly for the purposes of compliance with applicable law.

 

Appendix

Categories of Data Subjects

Members of the public who register for an event, buy tickets or pay for a membership via the Primo platform organised by the client.

Subject-matter of the Processing

Event registration

Nature and purpose of the Processing

For the provision of event registration & membership management services via the Primo platform.

Type of Personal Data

Name, address, email address, home address, phone number, date of birth, credit card details, Emergency contact details, marketing preferences and event specific questions such as T-Shirt size.

Special categories of Personal Data

Personal data relating to the health of an event registrant.

Duration of Processing

For the duration of each event using the Primo platform for registration during the term of this Agreement.