1.1 To use the Service Users must Accept these Terms which should be read carefully prior to using the Service. These Terms
represent a binding contract between Fatsoma and the User. If the User does not wish to be bound by these Terms the
User should not Accept these Terms.
PLEASE NOTE THAT CLAUSE 10 OF THESE TERMS INCLUDES AN EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY.
2.1 In this Agreement the following terms shall unless the context otherwise requires have (whether with or without the definite article) the following meanings:
(i) to register to use the Service by means of the registration screen; or
(ii)to use the Service;
and thereby to consent to be bound by these Terms;
|"Content"||means information, software, photographs, video, graphics, music, sound and other material that appears on the Website or are made available through the Service;|
|"Intellectual Property Rights"||means throughout the world all copyrights, database rights, trade marks, trade names, patents and other intellectual property or industrial property rights created, developed and subsisting;|
|"Page"||means a page of the Website;|
|"PDPs"||means potentially destructive contaminating or harmful programs or components such as, but not limited to, worms, trojan horses and viruses;|
|"Server"||means the server used by Fatsoma to host the Website;|
|"Service"||means the entertainment,advertisements, Facebook applications, ticket sales and information provided by Fatsoma by means of the Website and/or SMS;|
|"ticket"||means a ticket purchased via the website to allow the user entry into a specified event;|
|"SMS"||means short message service;|
|"these Terms"||means the terms and conditions of this Agreement;|
|"User"||means the individual, business (including any sole trader, partnership, limited company or other organisation or person) that has registered (either itself or by means of a duly authorised officer, agent or other representative) with Fatsoma by means of the registration screen on the Website or that uses the Service;|
|"User's Equipment"||means the User's own computer equipment, telecommunications dial-up connection, software, any telecommunication services and communications lines (including any public lines) required by the User properly to access and use the Service;|
|"Website"||means the website with URL http://www.fatsoma.com or such other URL or URLs as Fatsoma may in its sole discretion from time to time decide by means of which Fatsoma may provide the Service; and|
|"Fatsoma"||means Fatsoma Limited, a company registered in the UK with company number 05495880 and whose registered office is at 6th Floor, The Hive, 47 - 49 Lever Street, Manchester M1 1FN.|
|"Promoter"||Person(s) signing up to Fatsoma in order to use it's online tools.|
|"Venue"||Person(s) signing up to Fatsoma in order to use extended features to advertise a specific venue.|
|"Promoter and Venue Account"||Alternative form of registration on Fatsoma with extended features used to promote events to Fatsoma members.|
2.2. Reference to any statute or statutory provision includes a reference to: that statute or statutory provision as from time to time amended, extended, re-enacted or consolidated; and all statutory instruments or orders made pursuant to it.
Words denoting the singular number only shall include the plural and vice versa. Words denoting any gender shall denote all genders and words denoting persons shall include firms and corporations and vice versa. Unless the context otherwise requires reference to any clause, sub-clause or schedule is to a clause, sub-clause or schedule (as the case may be) of or to this Agreement. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.
3.1 This Agreement shall be effective from the time that the User first Accepts these Terms and shall remain in force until or unless terminated under these Terms.
4.1. In consideration for Fatsoma providing all or part of the Service the User agrees to be bound by these Terms.
4.2. Fatsoma may vary these Terms at any time. Such variations shall become effective immediately upon the posting of the modified Terms on the Website or notification to the User. By continuing to use the Service following any such variation the User shall be deemed to accept such variation.
5a.1. The User shall be responsible for obtaining and maintaining the User's Equipment. Fatsoma has no responsibility or liability with respect to the User's Equipment.
5a.2. The User shall ensure at all times that its use of any part of the Service, including connection of the User's Equipment to the Server, is in accordance with all applicable data protection and other laws, licences, codes of practice and regulations.
5a.3. The Service shall only be used by the User or a duly authorised officer, agent or other representative of the User. The User may not sell on or sublet either the whole or part of the Service.
5a.4. The User shall not permit anyone else to copy, store, modify, transmit, distribute, broadcast any part of the Content except where it is necessary to do so to enable the User to receive the Service in accordance with these Terms.
5a.5. In order to access the Service the User may be required to use a unique password ('Password'). The User may only disclose its Password to its duly authorised officers, agents or other representatives. The User is responsible for the security and proper use of its Password and shall take all necessary steps to ensure that the Password is kept confidential, used properly and not disclosed to unauthorised persons.
5a.6. Fatsoma at its sole discretion reserves the right to:
(a) refuse to accept a User's registration; or
(b) limit a User's access to the whole or any part of the Service.
5a.7. Access to the Website is permitted on a temporary basis and Fatsoma reserves the right to suspend at its sole discretion the whole or any part of the Service for any reason whatsoever. In such situations, Fatsoma shall seek to, but shall not be obliged to, give the User as much notice as is reasonably practicable. For the avoidance of doubt, Fatsoma shall not be liable to the User for any loss whatsoever arising from such a suspension.
5a.8. Fatsoma shall be entitled to vary the technical specification of the Service and the Website from time to time. Fatsoma may, for this purpose, suspend access to the Website or close it indefinitely. Any of the material on the Website may be out of date at any given time and we are under no obligation to update our material.
5a.9. The User acknowledges that despite Fatsoma taking reasonable precautions it is still possible that PDPs may be transmitted from the Server or a server belonging to any third party to the User's Equipment. The User therefore accepts that is shall have full responsibility for protecting the User's Equipment from PDPs and Fatsoma shall have no responsibility for ensuring that content downloaded from the Website is free of PDPs.
5a.10. User accounts which are inactive for a period of 12 months or more will be closed. This includes user, rep and promoter accounts. Funds must be withdrawn within 12 months of monies being cleared.
5b.1. Fatsoma is a self serve platform which allows Promoters to market and promote events. Fatsoma is in no way responsible for the content of events uploaded onto it's Platform and in no way endorses nor is affiliated with these events.
5b.2. It is the sole responsibility of the promoter listing the event to make sure that the event details are correct, this includes but is not limited to: entry times, ticket price, rep fees, transaction fee variations and door policy. Fatsoma is in no way responisble for incorrectly entered events, nor is it responsible for any revenue lost as a consequence.
5b.3. Should the promoter cancel an event it is the promoter's responsiblity to inform Fatsoma and the customers who purchased tickets. The promoter is responsible for processing refunds on the Fatsoma platform, or contacting customers regarding an alternative date.
5b.4. Fatsoma has the right to remove any events and take off sale any tickets which it believes to be unsuitable for the Fatsoma platform.
5b.5. Promoters are responsible for informing Fatsoma of any bugs or issues with the platform. Fatsoma is in no way liable for losses caused by these bugs or issues, but will endevour to fix these as soon as possible.
5b.6. Fatsoma accepts no responsibility for misused promoter accounts. Fatsoma is not liable for loses incurred due to the misuse of an account by the account owner or any other party. This includes but is not limited to: incorrect withdrawal of funds, incorrect event information and other general misuse of the account.
5b.7. The promoter of the event agrees to allow Fatsoma to act as a ticket agent for it's events. Fatsoma has a right to charge a transaction fee over and above the face value of the ticket. This fee constitutes a financial transaction charge used to cover Fatsoma's cost of taking the transaction.
5c.1. Fatsoma provides a platform to reps to enable them to promote tickets for events in return for a commission which is set by the promoter of the event.
5c.2. Fatsoma is in no way responsible for commissions set by promoters and is not affiliated with the events in any way.
5c.3. Reps are neither employed by the promoters or by Fatsoma directly. It is the reps sole responsibility to declare any taxation requirements, Fatsoma is acting purely as a platform for reps to earn commission. Details of UK taxation can be found at www.hmrc.gov.uk
5c.4. Reps are responsible for the withdrawal of their funds from Fatsoma, as well as inputing the correct bank details for money to be transferred.
5c.5. Reps are responsible for informing Fatsoma of any bugs or issues with the platform. Fatsoma is in no way liable for losses caused by these bugs or issues, but will endevour to fix these as soon as possible.
6a.1. Tickets sold through Fatsoma's normal pay method, are tickets sold for events advertised by promoters, where transactions are processed through Fatsoma's own online merchant and bank account. Transactions of this nature adhere to the terms of clauses 6a
6a.2. The User may apply for a refund prior to the event in question provided that tickets for the event remain on sale. Acceptance of refunds are determined by the event's refund policy and it is the customer's responsibity to check this policy with the promoter prior to purchasing the ticket.
6a.3. Fatsoma will process the refund due to the User in accordance with clause 6a.2 as soon as possible and, in any case, within 30 days of the day the refund is accepted by the promoter.
6a.4. Should an event be cancelled the Promoter of the event will inform the User prior to such cancellation and will refund to the User the ticket price minus the transaction fee.
6b.1. tickets sold through Fatsoma's direct pay method, are tickets sold for events advertised by promoters, where transactions are processed through the promoter's merchant account or Pay Pal account, not Fatsoma's. Transactions of this nature adhere to the terms of clauses 6b.
6b.2. The promoter of the event is responsible for setting his/her own terms and conditions, including cancellation and refund policy.
6b.3. It is the responsibility of the ticket buyer to check these terms with the promoter before the purchase of any tickets.
6b.4. Fatsoma will forward on any requests to the promoter concerned, but is in no way responsible for tickets sold through the direct pay method and has no authority to issue refunds without the promoter's consent.
7.1. All rights in the design, text, graphics, music, photographs, sound, video and other material on the Website and the selection or arrangement thereof are the copyright of Fatsoma or other third parties.
7.2. The Service is provided by Fatsoma subject to the condition that there will be no abuse or fraudulent use thereof. Abuse and fraudulent use of the Service shall include (without limitation):
7.2.1. obtaining or attempting to obtain, the Service by re-arranging, tampering with, or making connecting with any facilities of Fatsoma, or by any trick, scheme, false representation or by or through any other fraudulent means or devices whatsoever in whole or in part;
7.2.2. attempting to, or actually obtaining, accessing, altering or destroying any one or more from the data files, programs, procedures and information of Fatsoma or of another user of the Service;
7.2.3. assisting another to perform the acts prohibited in 7.2.1 and 7.2.2 above;
7.2.4. using the Service in such a manner as to interfere unreasonably with the use of the Service by any other User or authorised person; and
7.2.5. use of the Service by any person unless they are a duly authorised officer, agent or other representative of the User.
7.3. The User must not modify the paper or digital copies of any materials they have printed off or downloaded from the Website in any way, and must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
7.4. The User must not use any part of the materials on the Website for commercial purposes without obtaining a licence to do so from Fatsoma.
7.5. If the User prints off, copies or downloads any part of the Website in breach of these Terms, the User's right to use will cease immediately and the User must, at Fatsoma's option, return or destroy any copies of the materials they have made.
7.6. Fatsoma has used its reasonable endeavours to ensure that the Website is secure. However, Fatsoma does not warrant or represent that either this is the case or that the internet (which by its very nature is insecure) is secure.
8.1. The User represents and warrants to Fatsoma that its use of the Service shall:
8.1.1. not be in breach of any contractual, statutory (including but not limited to infringement of Intellectual Property Rights, data protection, defamation, theft, fraud, drug-trafficking, money-laundering and terrorism statutes) or common law rights of any third party;
8.1.2. not be threatening, fraudulent, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent, or otherwise objectionable or inappropriate as determined by Fatsoma at its sole discretion; and
8.1.3. not cause any PDPs to be transmitted to the Server.
8.2. The User represents and warrants that all the information that it supplies to Fatsoma shall be accurate, complete and true in all respects and the User agrees that it shall notify Fatsoma immediately of any changes to such information or if such information becomes out of date.
9.1. When the User registers with Fatsoma to use the Service the User provides information by means of registration screens on the Website and as the User uses the Service Fatsoma shall collect further information ('Information') from the User.
10.1. Where the User accesses the Service by means of the internet, Fatsoma will use its reasonable endeavours to ensure that the Service is accessible at all times via the internet but Fatsoma does not warrant or represent that it can do so since neither Fatsoma nor any other party has any control over the internet, which is a global decentralised network of computer systems. The Service will not be continually free from error or interruption and may be variable.
10.2. The Service is provided "as is" without any warranty of any kind either express or implied including but not limited to the implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, title and non-infringement of Intellectual Property Rights.
10.3. Neither Fatsoma nor any of its directors, employees or other representatives will be liable for loss or damage arising out of or in connection with the use of the Service. This is a comprehensive limitation of liability that applies to damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties, and whether arising from negligence, breach of contract, statutory duty or otherwise.
10.4. The User acknowledges that any data transmitted to Fatsoma or the Server electronically via the internet, an intranet or another private network including without limit the Website may be intercepted by third parties and unlawfully exploited. The User accordingly accepts that Fatsoma has no responsibility in respect of the acts of the said third parties.
10.5. In the event that Fatsoma incurs any liability whatsoever to the User such liability shall in all cases be limited to the amount equivalent to the usage fee paid for the Service. over a twelve month period.
10.6. Fatsoma is not responsible in contract or in tort for the unauthorised access to, or alteration, theft or destruction of emails, files, programs, or information of the User by any person through accident or by fraudulent means or devices, even if such access occurs as a result of Fatsoma's own negligence.
10.7. Notwithstanding the foregoing, none of the exclusions or limitation in this clause 10 are intended to limit any rights the User may have as a consumer under local law or statutory rights which may not be excluded nor in any way to exclude or limit Fatsoma's liability to the User for death or personal injury resulting from Fatsoma's negligence or that of Fatsoma's employees or agents.
11.1. The User undertakes fully and effectively to indemnify and keep indemnified at all times Fatsoma against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, suffered, incurred or paid by Fatsoma directly or indirectly in respect of:
11.1.1. access to and/or use of the Service by the User;
11.1.2. (without prejudice to clause 8.2) any information, data or material produced, transmitted or downloaded by the User;
11.1.3. any breach by the User of any of the Terms of any law, code or regulation relating thereto, to the internet or the User.
12.1. Certain links, including hypertext links, in the Website will take the User outside the Website. Links are provided for the User's convenience and inclusion of any link does not imply endorsement or approval by Fatsoma of the linked site, its operator or its content. Fatsoma is not responsible for the content of any website outside the Website.
13.1. Fatsoma shall not be responsible for any delay in, or failure of, the Service or the internet due to any occurrence commonly known as force majeure, including war, riots, embargoes, terrorism, strikes, or other concerted acts of workmen (whether of Fatsoma or others) casualties or accidents, or any other causes, circumstances, or contingencies beyond Fatsoma's control, which prevent or hinder the performance of Fatsoma of any of its obligations hereunder.
14.1. Either party may terminate this Agreement immediately by notifying the other that this Agreement is terminated.
15.1. Failure or neglect by Fatsoma to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of Fatsoma's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice Fatsoma's rights to take subsequent action.
16.1. Neither this Agreement nor the benefit of the Service may be assigned or transferred by the User whether voluntarily or involuntarily or by operation of law, in whole or in part, to any party without the prior written consent of Fatsoma, and Fatsoma reserves the right to charge for any time or costs incurred by its staff in so doing. No such assignment by the User howsoever occurring shall relieve the User of its obligations hereunder.
16.2. Fatsoma is fully entitled to assign or transfer this Agreement or the benefit of the Service at any time.
17.1. Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation shall (unless otherwise provided) be in writing and shall be delivered in person, or sent by registered mail or air mail as appropriate, properly posted and fully prepaid in an envelope properly addressed to Fatsoma as follows:
All notices shall be sent to Fatsoma at Fatsoma's address:
47 - 49 Lever Street,
or to such other address as may from time be designated by notice set out on the Website or otherwise notified to the User. Fatsoma may at its sole discretion notify Users of any matter by displaying a message on the Website.
Any such notice shall be in the English language and shall be considered to be received within seven working days after it was sent in the manner hereinbefore provided.
18.1. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:
18.1.1. The legality, validity or enforceability in that jurisdiction of any other provision of this Agreement or;
18.1.2. The legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.
19.1. This Agreement supersedes any arrangements, understanding, promises or agreements made or existing between the parties hereto prior to this Agreement in respect of the Service and constitutes the entire understanding between the parties hereto regarding the same. Except as otherwise provided herein, no addition, amendment to or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of both parties.
20.1. This Agreement shall be governed and construed in accordance with English Law and parties hereby submit themselves to the exclusive jurisdiction of the English Courts in respect of any claim (including non-contractual disputes or claims).
21.1. Nothing in this Agreement confers or purports to confer on any third party any benefit of any right to enforce any of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.