My Mobile Tickets Platform - Terms and Conditions

v2.2 - 03 March 2018
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1. Definitions

For purposes of this Terms and Conditions document, the following terms shall have the meanings assigned below. Other capitalised terms shall have the meanings set forth herein:

“Mobile Onboard” – the private limited company Mobile Onboard Limited registered in England with company number 04633601.

“Vendor”, “Client” – the other party using the services or products provided by Mobile Onboard in the course of their business or profession.

“My Mobile Tickets”, “MMT”– the online ticketing service provided by Mobile Onboard for the purchase, processing and fulfilment of tickets on behalf of the Vendor.

“User” – the person and/or legal entity using the My Mobile Tickets service to purchase a Ticket from the Vendor.

“Ticket” – any ticket sold to the User, including, but not limited to mobile tickets, email tickets (e- tickets) and printed/printable tickets.

“Fee” - the fee which Mobile Onboard will charge the User in respect of each Ticket sold by the Vendor to a User which includes any delivery fee and is exclusive of VAT.

“Ticket Revenue” – monies received by Mobile Onboard (excluding any fees) in respect to Tickets sold to Users through the My Mobile Tickets system.

“Confidential Information” – information that a disclosing party treats in a confidential manner and that is marked “Confidential Information” prior to disclosure to the other party. If information disclosed orally is considered  confidential information by the disclosing party, that party must inform the other at the time of disclosure and confirm in writing within five (5) Working Days of such disclosure that the information is to be treated  as Confidential Information. Confidential Information does not include information which:
(i) is public or becomes public through no breach of the confidentiality obligations herein;
(ii) is disclosed by the receiving party with the prior written approval of the other party;
(iii) was known by the receiving party at the time of disclosure;
(iv) was developed independently by the receiving party without use of Confidential Information;
(v) becomes known to the receiving party from a source other than the disclosing party through lawful means;
(vi) is disclosed by the disclosing party to others without confidentiality obligations, or 
(vii) is required by law to be disclosed.

“Documentation” – the user instructions, manuals or other materials regarding the use of the system that Mobile Onboard makes generally available in connection with the system.

“Intellectual Property Rights” – includes, without limitation, all right, title, and interest in and to all:
(i) Letters Patent and all filed, pending, or potential applications for Letters Patent, including any re-issue, re-examination, division, continuation,  or continuation in part applications throughout the world now or hereafter filed;
(ii) trade secret rights and equivalent rights arising under the common law, state law, federal law, and laws of foreign countries;
(iii) copyrights, mask works, other literary property or authors rights, whether or not protected by copyright or as a mask work, under common law, state law, federal law, and laws of foreign countries; and 
(iv) proprietary indicia, trademarks, trade names, symbols, logos, and/or brand names under common law, state law, federal law, and laws of foreign countries.

“App” – a Mobile Onboard’s proprietary software or Web application which is designed to be installed and used on mobile phones and/or browser.

“Software” – Mobile Onboard’s proprietary computer program(s) or Apps, or those licensed by Mobile Onboard from others, and provided for use by the Vendor. 

“Updates” – those updates, modifications, bug fixes and other corrections that Mobile Onboard makes generally available to the system.

“Agreement” – the agreement entered into between the Vendor and Mobile Onboard with regard to use of the My Mobile Tickets.

“General Terms and Conditions” or “Terms” – Mobile Onboard’s General Terms and Conditions applying to the Agreement, which the Vendor has received, read and accepted.

“Working Day” – Monday to Friday, excluding UK public holidays, usually between the hours of 09:00 and 18:00.



2. Applicability of the General Terms and Conditions

2.1 Mobile Onboard will only recognise these Terms together with the Agreement. All other terms or conditions are excluded to the fullest extent permitted by law. The Vendor waives any right which it otherwise might have to rely on any other terms and conditions which are not contained in these Terms.

2.2 No variation to these Terms shall be binding unless expressly agreed in writing by Mobile Onboard.



3. Pre-Contractual Period

3.1 All offers made by Mobile Onboard or any proposals made in any other way are valid for a maximum time period of 28 days. After this period has expired the other party cannot appeal to the relevant offer or proposal. The other party cannot hold Mobile Onboard to its offer or proposal made if it understood or should have understood that the offer or proposal made contained a manifest mistake or clerical error in its entirety or in part.



4. My Mobile Tickets

4.1 Mobile Onboard offers the Vendor the opportunity to use the My Mobile Tickets system for the sale of Tickets to Users on behalf of the Vendor.

4.2 Mobile Onboard grants the Vendor access to the use of the My Mobile Tickets system if and insofar as this is necessary to perform the obligations included in these Terms and the Agreement.

4.3 Partly with a view to maximisation of the Tickets to be sold, My Mobile Tickets is managed, maintained and if necessary repaired in accordance with high standards by and for account of Mobile Onboard.

4.4 Mobile Onboard provides the Vendor with new versions of the My Mobile Tickets system when necessary and of its own accord and under the same Terms if reasonably possible. 

4.5 Purchase and sale of the Tickets take place via My Mobile Tickets whereby the User acts as purchaser and the Vendor acts as issuer of the Ticket. Mobile Onboard is explicitly not a party to the sale of the Tickets to the Users. Each User will accept Mobile Onboard's web site terms of use when purchasing Tickets through My Mobile Tickets.



5. Payment for Tickets

5.1 Unless set-up otherwise, Mobile Onboard will process payment of Tickets purchased by Users from the Vendor through the My Mobile Tickets web site or App on behalf of the Vendor.  Vendor acknowledges and agrees that Mobile Onboard will transfer all Ticket Revenues held by it to the Vendor less all Fees payable by the User or Vendor.

5.2 Mobile Onboard shall pay all Ticket Revenue held by it to the Vendor by direct bank transfer to the nominated account of the Vendor once the relevant holding time period has occurred and upon being satisfied that any relevant sum has been refunded to a User, or charge-backs have been settled with financial institutions acquiring the payments on behalf of the User (for example, but not limited, due to fraudulent activity or User dispute).

5.3 Mobile Onboard will transfer the Ticket Revenue to the Vendor within the number of Working Days as stated in the Agreement.  A Remittance Advice will be sent to the Vendor when funds are paid over.

5.4 The Vendor will have access to a real-time platform showing every transaction made between Mobile Onboard and the User, with the Ticket Revenue being paid, as per paragraph 5.3.



6. Prices and Payment

6.1 Mobile Onboard may charge the User a Fee for the sale of a Ticket, in accordance  with the Agreement and Ticket configuration options.

6.2 Mobile Onboard is entitled to amend the Fee if there is a good reason to do so. The Vendor declares beforehand to agree to a reasonable amendment of the Fee.

6.3 Any cost-increasing event, which possibly takes place in the relationship between the Vendor and User, cannot be passed on to Mobile Onboard.

6.4 Prior to transferring Ticket Revenue to the Client, Mobile Onboard will deduct any monies owed by the Vendor (which have been notified to the Vendor prior to the Vendor incurring such fees) to Mobile Onboard in respect of any additional services provided by Mobile Onboard to the Vendor including, but not limited to, software integration services, customer support or messaging services.  In the event that there are insufficient Ticket Revenues held by Mobile Onboard to allow Mobile Onboard to deduct  such charges, Mobile Onboard shall invoice the Vendor for the services used by the Vendor and such invoices shall become payable by the Vendor within 30 (thirty) days of the date of each invoice.

6.5 In the event that the Vendor (or Mobile Onboard, with the Vendor's approval) reimburses the User for the price of the Ticket, Mobile Onboard is under no obligation to refund any Fees charged by Mobile Onboard in respect of that ticket.

6.6 At its discretion, Mobile Onboard may charge the Vendor an administration fee for any refunds or charge-backs processed on behalf of the Vendor's customer (User).  In the event Mobile Onboard charges a fee for processing a refund, the amount will be equal to 10% of the price of the Ticket.  In the event Mobile Onboard charges a fee for a charge-back due to circumstances outside of Mobile Onboard's control, the amount will be no more than £25.  

6.7 Mobile Onboard may charge the User an additional fee if they use certain payment methods, where allowed by current legislation.

6.8 Any money paid by the User to top-up their account Wallet belongs to Mobile Onboard until such time the User uses their Wallet funds to pay for a Ticket bought from the Vendor. The Vendor is then entitled to the Ticket Revenue relating to the sale (less any applicable Fees).  The exception to this is where the Vendor processes the payment through their own financial systems.



7. Reporting

7.1 Mobile Onboard is required if requested by the Vendor to clarify the volume and status of the sale of Tickets between the User and the Vendor.

7.2 Mobile Onboard shall clarify each individual transaction between the User and the Vendor if requested by the Vendor.

7.3 Any invoices, reports, notifications and other communication between parties are made electronically, via e-mail and/or published on Mobile Onboard’s Internet servers, on the protected area or otherwise.

7.4 Where a real-time reporting facility (such as the Kiosk platform) is not available, Mobile Onboard will send to the Vendor a report and settlement statement on weekly basis.



8. Privacy and Personal Data

8.1 The parties agree for the purposes of this agreement that all contact data shall be personal data as defined in the Data Protection Act (“DPA”), and the 
General Data Protection Regulation ("GDPR") which comes into force from 25 May 2018.

8.2 Mobile Onboard is the Data Controller in respect of the contact data but Mobile Onboard shall seek consent from Users for the provision of contact data to the Vendor and notify the Vendor from time to time of the terms of such consent.

8.3 The Vendor shall not use any contact data provided to it otherwise than within the scope of any consent given by the User and notified by Mobile Onboard to the Client.

8.4 The parties shall comply with all relevant regulatory provisions:
a) The Consumer Protection from Unfair Trade Practices Regulations 2008 (“Consumer Regulations”).
b) The British Code of Advertising Sales Promotion and Direct Marketing (“Cap Code”).
c) Privacy and Electronic Communications Regulations 2003 (“Privacy Regulations”).
d) Any rules or regulations with similar effect in any relevant jurisdiction and all relevant laws and codes of conduct governing promotion and sales to consumers.



9. Provision of Company and Other Data

9.1 The Vendor undertakes to provide Mobile Onboard with all data which is needed in Mobile Onboard's opinion to perform the order and for the optimum performance of My Mobile Tickets immediately and in the manner specified by Mobile Onboard. 



10. Intellectual Property

10.1 Mobile Onboard hereby represents and warrants to the Vendor that:
a) Mobile Onboard has all Intellectual Property Rights necessary to permit the Vendor the use of the My Mobile Tickets system accordance with the terms of the Agreement;

b) Mobile Onboard is the sole owner of the My Mobile Tickets system’s software and components, and has secured all necessary licences, consents, and authorisations with respect to use of the system to the full extent contemplated herein, including, but not limited to, all text, pictures, audio, video, logos, source code, and copy contained therein;

c) No part of the My Mobile Tickets system software violates or infringes upon the copyrights, trade secrets, trademarks, patent rights, or other Intellectual Property Rights or other rights of a person or entity or is otherwise subject to any claims relating thereto.

10.2 All intellectual property rights, including any applications, of all natures whether registered, registerable or not (“IPR”) arising from the carrying out of the services under the Agreement and these General Terms and Conditions will be owned by Mobile Onboard. Any IPR in material or data provided by either party or any third party shall remain vested in its owner.

10.3 The Vendor warrants it has full right and authority to authorise Mobile Onboard to use its name and logo(s) and any content provided by Vendor for use in the provision of the services, and for the purpose of public relations and promotions.

10.4 Mobile Onboard grants the Vendor the permission to use the My Mobile Tickets logo and name in the promotion of the service it is offering through  the My Mobile Tickets system.



11. Mutual Indemnification

11.1 Mobile Onboard shall defend, indemnify, and hold the Vendor, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent  or intentional acts or omissions of Mobile Onboard, its officers, employees or agents.

11.2 The Vendor shall defend, indemnify, and hold Mobile Onboard, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent  or intentional acts or omissions of the Vendor, its officers, employees or agents.

11.3 Each party shall indemnify and keep indemnified the other against all costs, claims and expenses arising from any third party claim or official investigation caused by the other party's action or omission in connection with the services being specifically a claim or investigation in connection with:
a) Breach of Consumer Regulations, DPA, GDPR, Privacy Regulations, CAP Code, or similar regulations or codes.
b) Infringement of third party Intellectual Property Rights.
c) Defamation or injury to trade reputation.

11.4 The party being indemnified shall have a duty to consult with the indemnor and to mitigate its losses.

11.5 Mobile Onboard shall have no liability or any obligation to Vendor under this paragraph 11 of these Terms if the same results from any breach of Vendor’s obligations under this agreement or any modification to products supplied by Mobile Onboard unless such modifications were made by Mobile Onboard.



12. Limitation of Liability

IN NO EVENT WILL MOBILE ONBOARD BE LIABLE FOR LOST PROFITS, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, HOWEVER CAUSED AND ON  ANY THEORY  OF  LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MOBILE ONBOARD’S LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNT  PAID BY THE VENDOR FOR THE SERVICE, AND THE AMOUNT  DUE TO THE VENDOR IN RELATION TO TICKETS SOLD. THE FOREGOING  LIMITATION OF LIABILITY IS NOT APPLICABLE TO MOBILE ONBOARD’S INDEMNIFICATION OBLIGATIONS SET FORTH ELSEWHERE IN THIS AGREEMENT. FURTHER, THE FOREGOING  LIMITATION IS NOT APPLICABLE TO ANY PERSONAL INJURY CLAIM.



13. Term and Termination

The term of this Agreement begins on the date of the signature of the Agreement (“Commencement Date”).  Either party may terminate this agreement upon sixty (60) days written notice.

13.1 Following termination, the Vendor shall no longer retain the right to:
(a) use the My Mobile Tickets system;
(b) use and make copies of the Documentation in conjunction such use;
(c) use the My Mobile Tickets name or logo.

13.2 If the Vendor is in material breach of this Agreement, or if any assignment shall be made of its business for the benefit of creditors, or if a receiver, trustee in bankruptcy or a similar officer is appointed to take charge of all or part of its property, or if the Vendor are adjudged as bankrupt, then this Agreement shall terminate immediately and automatically upon delivery of written notice by Mobile Onboard.

13.3 Sections 5 through 19 shall survive any expiration or termination of the Agreement.

13.4 Upon termination any sums owed by the Vendor shall become immediately payable.  Ticket Revenue held on behalf of the Vendor will be held by Mobile Onboard for a minimum of 3 (three) months, and no more than 6 (six) months.  This is to cover User refunds and charge-backs by financial institutions which would ordinarily be deducted from ongoing Ticket Revenues.

13.5 Termination of these Terms will not terminate the Agreement.



14. Governing Law; Venue

This Agreement shall be governed  by the laws of England, without reference to conflict of laws principles. Any dispute or claim arising out of or in relation to these Terms or Agreement, or the interpretation, making, performance, breach or termination thereof shall be resolved by the courts of England, as applicable.



15. Notices

15.1 Any notice required or permitted to be given under these Terms shall be in writing and shall be delivered to the parties as indicated in the Agreement. 

15.2 Notice may be given (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested, (iii) by overnight courier, or (iv) by fax with confirming letter mailed under the conditions described in (ii). Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered. Either party may change its address by written notice to the other party.



16. Severability

In the event that any provision or provisions shall be held to be unenforceable, those provisions shall in good faith be re-negotiated to be enforceable and shall reflect as closely as possible the intent of the original provisions of these Terms or the Agreement.  Such negotiations shall not affect the enforceability of the remainder of the Agreement.



17. Force Majeure

Non-performance of either party, except for the making of payments, shall be excused to the extent that performance is rendered impossible by acts of God, strike, fire, flood, earthquake, governmental acts or orders or restrictions, failure of suppliers, or any other reason when failure to perform is beyond the control non- performing party.



18. No Waiver

The waiver by either party of a breach of any provision of these Terms or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.



19. Entire Agreement; Amendments.

The Terms, including the Agreement which is incorporated herein, constitutes the whole and entire agreement between the parties with respect to the subject matter hereof and no oral or written commitments not referenced herein shall apply. Any amendment or modification to the Agreement shall be effective only if reduced to writing and signed by duly authorised representatives of Mobile Onboard and the Vendor.

Mobile Onboard, from time-to-time, may modify these terms, for example if we change our business details or there is a relevant change in the law.  The Vendor will be notified of any changes with at least 30 days written notice by post and/or email to the named contact on the Agreement.  The new Terms will automatically take effect once that notice has run out.


If any further information or clarification is required in relation to these Terms then please email our Customer Services team at contact.us@mobileonboard.com.