Public offer for the sale of electronic tickets
This public offer (hereinafter - the "Offer") is addressed to legal entities, individual entrepreneurs and individuals who are payers of professional income tax and is an official public offer of TALON PROJECT LLP to conclude an agency agreement on the sale of electronic tickets. The contract is considered to be concluded on the terms of the offer without any exceptions or limitations (on the terms of adhesion) and becomes effective from the moment the abovementioned persons perform the following actions:
1) registration (creating a personal account) on the website: https://potalonu.com/. 2) posting information about the Event on the website: https://potalonu.com/.
Completion of the above actions means that the Agent and the Principal have entered into the Agency Agreement on the terms and conditions set out below:
1. basic concepts and terms used in this contract.
1.1 For the purposes of this contract, unless otherwise expressly provided in the text, the following terms shall have the meanings indicated below:
Website means a website owned by the Agent and having the following Internet address: https://potalonu.com/, on which the Principal has the opportunity to post information about the Events held by it in order to further familiarize Users with the information and enable the Website Users to participate in such Events;
Principal - a legal entity/territorially separate structural subdivision of a legal entity, an individual entrepreneur or an individual who is a professional income tax payer, who organizes an Event and is registered on https://potalonu.com/, entrusting the Agent with the sale of electronic tickets to its Events by selling them to Users;
Agent - Legal entity TALON PROJECT LLPe, authorized on the basis of the agreements concluded with the Principals to provide services for the distribution, booking, issuance and sale of electronic tickets for various Events;
User - any person who has accessed the Agent's information materials and services by visiting the Website https://potalonu.com/ or Telegram messenger chatbot located on the Internet at www.t.me/potalonubot;
Parties - jointly Agent and Principal, unless the context of the provisions of this Offer indicates otherwise;
Offer - this public offer of the legal entity TALON PROJECT LLP for the sale of tickets for cultural and entertainment events, published on the Internet at https://potalonu.com/;
Event - a cultural and entertainment event, including a theatrical performance, circus performance, concert in a hall, club or outdoor venue, exhibition, film screening, festival, show, fashion show, sports competition, excursion, as well as any other event that can be attended only upon presentation of a special document - Electronic Ticket;
Agreement - an agency agreement concluded (to be concluded) on the terms and conditions of this Offer between the Principal and the Agent, under which the Agent assumes obligations, on behalf and at the expense of the Principal, through the Website https://potalonu.com/ and chatbot in Telegram messenger, located on the Internet at: www.t.me/potalonubot. to sell electronic tickets to the Principal's Events, and the Principal undertakes to authorize the Agent to withhold the Commission and Service Fee for the realized electronic tickets to its Events;
Account means a set of secure pages on the Website created as a result of the Principal's registration, using which the Principal is able to, inter alia, order Services, change information about the Principal, and perform other actions. The Account is accessed by entering credentials in the fields provided for this purpose on the Website;
Service Fee means monetary funds charged from the Buyer upon sale of an Electronic Ticket for the services rendered by the Agent for booking, registration, formation and sale of Electronic Tickets, as well as for information support of the Buyer via the System, as well as via other communication channels in connection with booking, registration, formation and sale of Electronic Tickets, cancellation, replacement and (or) postponement of Events, as well as on other issues;
Commission - the Agent's remuneration charged on the amount of the ticket paid by the Buyer for the sale of electronic tickets on behalf of the Principal;
Current Account - the Agent's current account with the credit organization specified in clause 16 of the Offer;
Principal's Current Account - the Principal's current account with a credit organization specified by the Principal in its account on https://potalonu.com/;
Nominal account - the Agent's bank account, the rights to the funds in which belong to the Principal.
1.2 All other terms and definitions occurring in the text of the Agreement shall be interpreted by the Parties in accordance with the current UK legislation, rules of business turnover and accepted interpretations on the Internet.
This Offer regulates the terms and procedure for the sale of electronic tickets to Buyers and contractual obligations (rights and obligations) arising in connection therewith for the Agent and the Principal.
2.1 The sale of electronic tickets to the Buyer shall be made solely on the terms and conditions of this Offer and only in case of its full and unconditional acceptance by the Principal. Partial acceptance or acceptance on other terms is not permitted. The Principal's
use of the Agent's services on the terms and conditions offered in this Offer shall be evidence of the conclusion of the relevant Agreement between them by means of the performance of conclusive actions.
2.2 The terms and conditions of this Offer shall be fully valid and shall apply to the Principals who have made an acceptance on the Website.
3.1 The Principal shall entrust and the Agent shall undertake obligations, on behalf and at the expense of the Principal, through the Website https://potalonu.com/ and the chatbot in Telegram messenger, located on the Internet at www.t.me/potalonubot. to sell electronic tickets to the Principal's Events, and the Principal undertakes to authorize the Agent to withhold the Commission and Service Fee for the sold electronic tickets to its Events.
3.2 By making the acceptance, the Principal agrees that the Agent may transfer its rights and/or obligations under the Contract to any third parties. This clause constitutes the Principal's consent to the transfer of a debt to any third party in accordance with the clause under UK law. The Principal shall not be entitled to transfer its rights under the Contract to any third party without the Agent's written consent.
4. Procedure and conditions of acceptance
4.1 The Principal confirms and agrees that prior to its actions of acceptance set forth in this Offer, it has familiarized itself with the terms and conditions of this Offer. The Principal confirms and agrees that the provisions of this Offer and other binding rules are fully understood by him.
4.2 The Principal acknowledges and agrees that all acts (omissions) of its representative(s) are performed with its knowledge, consent and in the interests of the Principal. The Agent shall not be liable for the said acts (omissions) of the Principal's representative(s).
4.3 Acceptance shall be made by the Principal by successive performance of the following actions:
- creation of the Principal's account on the Website;
- posting information about the Principal's Event, number and categories of e-tickets to be realized by the Agent.
4.4 The performance of the actions specified in paragraphs 4.3. shall be recognized by the Parties as full and unconditional acceptance by the Principal of all the terms and conditions of this Offer without any exceptions and (or) limitations (acceptance) and shall be equivalent to the conclusion of the Agreement in a simple written form.
5. Rights and obligations of the Agent
5.1 The Agent undertakes, on behalf and at the expense of the Principal, to sell electronic tickets to the Principal's Events through the Website https://potalonu.com/ and the Telegram messenger chatbot located on the Internet at www.t.me/potalonubot.
5.2 The Agent shall under no circumstances be liable for non-performance or improper performance by the Principal of its obligations to organize and conduct the Event, or cancellation or postponement of the Event by the Principal
5.3 The Agent undertakes to send notifications to the Principal of each purchase of an electronic ticket, immediately after its payment, indicating in such notification the name of the User, the amount of payment, the name of the event, the contact details of the User who paid for the electronic ticket.
5.4 The Agent shall under no circumstances be liable for fulfillment or non-fulfillment by the Principal of its obligations to the User who paid for its attendance at the Events, and the agency fee shall be non-refundable.
5.5 The Agent undertakes to timely transfer to the Principal's settlement account the funds received on the Nominal Account from Users via the services of the Website https://potalonu.com/ and Telegram chatbot in the messenger Telegram, located on the Internet at www.t.me/potalonubot, as payment for electronic tickets to the Principal's Events, in accordance with the procedure determined by the Agreement. After the Agent transfers funds to the Principal, the agency fee shall not be refunded.
5.6 The Agent shall have the right to change the terms of the Offer in accordance with the procedure stipulated in clause 13.3. of the Offer.
5.7 The Agent has the right to unilaterally amend the terms and conditions and technology of the website functioning.
5.8 The Agent shall have the right, at its discretion, to remove, amend any information entered or posted by the Principal on the website.
5.9 The Agent shall be entitled to suspend access to the Website for the Principal if the Principal's activities, in the Agent's opinion, pose a threat to the Website or Users and/or third parties and/or violate applicable UK legislation.
5.10. The Agent shall be entitled to send the Principal informational and promotional messages both to the e-mail address and cell phone number, the details of which are contained on the website. The Principal hereby consents to the receipt of such messages and warrants that the same consent has been given by the persons whose details the Principal has entered on the website.
5.11. The Agent has the right to perform preventive maintenance on the Website with temporary suspension of the Website, if possible at night and minimizing the time of inoperability of the Website as much as possible.
6. Rights and obligations of the Principal
6.1 The Principal - undertakes to independently pay the taxes stipulated by the legislation
6.2 The Principal undertakes to familiarize itself with the current version of the Offer no later than 2 (two) calendar days prior to the beginning of the reporting period.
6.3 The Principal undertakes to comply with the terms and conditions of the Offer in force at the time of the Principal's use of the website.
6.4 The Principal undertakes to provide only accurate information on the Website and not to mislead the Agent and/or Users and/or any third parties in any way. In particular, the Principal shall not register on the Website on behalf of another person or identify himself/herself as another person.
6.5 The Principal undertakes to specify correct payment details required for the transfer of funds for the sold e-tickets, as well as timely correct the data in case of changes in the payment details.
6.6 The Principal undertakes not to disseminate information unrelated to the Events via the Website.
6.7 The Principal may not use several accounts or organizations to disseminate information about the same Events.
6.8 The Principal undertakes to fulfill all obligations incurred by the Principal to the Users and/or any third parties as a result of using the Website, as well as to independently settle any related claims of the Users and/or any third parties.
6.9 The Principal undertakes to keep the credentials, as well as the login and password to the e-mail address specified by the Principal when registering on the Website confidential, independently determining the method of their storage, and shall not be entitled to transfer the credentials, as well as the login and password to the e-mail address specified by the Principal when registering on the Website to third parties.
6.10. The Principal undertakes to use the personal data of third parties obtained as a result of using the website and/or services in accordance with the requirements of UK law.
No. 152-FZ "On Personal Data", in the version in force at the time of processing or other use of personal data by the Principal, namely:
6.10.1 Personal data may be used only for the purpose specified by the subject of personal data in his/her consent to its processing (if such consent is required by law);
6.10.2 The Principal is prohibited from transferring the information obtained via the Website or by using the services to third parties;
6.10.3 The Principal assumes all obligations of the operator in terms of the UK Personal Data Act;
6.10.4 In the event of damage to users and/or third parties caused by the Principal's failure to comply with the requirements of the UK Personal Data Act, the Principal shall be fully liable for this.
6.11. The Principal shall be entitled to use the Website and to perform on the Website all actions not prohibited by the Agreement and applicable UK legislation, as well as other requirements of the Agent.
7. Procedure for execution of the Principal's assignment. Agent's Report.
7.1 For the performance of this Agreement, the Principal undertakes to enter his/her credentials in the following window
"log in" on the website page at https://potalonu.com/.
7.2 The Principal's Order shall be deemed to have been duly performed by the Agent and accepted by the Principal, if within 3 (three) business days from the date of posting information about the relevant Event the Principal has not notified the Agent in writing of non-performance or improper performance of its obligations.
7.3 In the cases specified in clauses 7.2 and 7.4 of the Agreement, the written claim shall contain detailed indications of non-fulfillment or improper fulfillment by the Agent of its obligations under the Agreement, and shall be supported by documents, including by attaching to the claim screenshots confirming non-fulfillment or improper fulfillment of the Agent's obligations. The screenshot shall not be irrefutable evidence of non-fulfillment or improper fulfillment of the Agent's obligations.
7.4 If the Agent receives a written claim made in accordance with the terms and conditions of the Agreement before the Agent's obligations are deemed to have been duly performed and accepted by the Principal, the Agent undertakes to verify and send to the Principal an agreement with the claim or a reasoned disagreement with it. If the Agent agrees with the Principal's claim, the Agent undertakes to perform the assignment to the extent corresponding to the unperformed or improperly performed obligations.
7.5 Upon the written request of the Principal, the Agent shall provide original accounting documents confirming the execution of the assignment. The said documents shall be sent to the Principal within 10 (ten) working days of receipt of the Principal's written request. Within 3 (three) working days of the Principal's receipt of the original hard copy of the Agent's act/report on the sold electronic tickets to the Principal's Events, the Principal shall send one copy of the signed document to the Agent.
7.6 The Agent shall submit to the Principal on a monthly basis, not later than _____ of the month following the reporting month, on the basis of the Website data and bank payment documents, an Agent's report to the Principal on the fulfillment of the assignment, containing information on the attracted Users to whom the Agent sold electronic ticket(s) to each of the events in the reporting month, the amount of money received from each of the Users in the reporting month, the amount of agent's fee for the reporting month, the amount of money to be transferred to the Principal after the deadline. Documents held by the Agent and necessary for the Principal to verify the Agent's Report shall be provided by the latter upon the Principal's written request in accordance with the procedure stipulated in clause 5.5 of this Agreement. The said report shall be sent by the Agent to the Principal in the manner specified in clause 13.5 hereof. The Principal having objections to the Agent's report shall notify the Agent thereof within 3 (three) working days from the date of sending the report. Otherwise, the report shall be deemed accepted by the Principal.
8. Agency remuneration and settlement procedure
8.1 The amount of the Agent's remuneration for each e-ticket realized by the Agent shall be as follows:
- _____ % of the amount of the realized e-ticket;
- _____ % of the service fee from the amount of the realized e-ticket.
8.2 The funds received on the Nominal Account from Users via the services of the Website https://potalonu.com/ and the Telegram messenger chatbot at www.t.me/potalonubot as payment for electronic tickets to the Principal's Events shall be transferred by the Agent to the Principal within 10 (ten) business days after the start of the Event, less the Agent's remuneration.
8.3 Remuneration shall be paid to the Agent by deducting the amount of the Agent's remuneration from the funds received from the Users via the services of the website https://potalonu.com/ and Telegram messenger chatbot, located on the Internet at www.t.me/epotalonubot, for attending the Principal's Events in the manner and within the terms specified in clauses 8.1. 8.1. - 8.2. of this Agreement.
8.4 The Parties have the right to change the amount of the Agent's Fee for individual Events. In this case, the Parties shall conclude an Additional Agreement to this Agreement specifying the new amount of the Agent's Remuneration. The Supplementary Agreement shall be an integral part of the Agreement.
8.5 The fee of the payment system shall be deducted from the Agent's remuneration
8.6 In the event of termination of the Contract in accordance with clause. 13.2 prior to the Event, but when information about the Principal's Event(s) has already been posted on the Agent's website, the Principal shall be obliged to pay remuneration in the amount specified in clause 8.1. of the Agreement or in the Additional Agreement from the amount of money received from Users for attending the Principal's Events. of the Agreement or the Supplementary Agreement from the amount of money received from Users for attending the Principal's Events.
9.1 The Agent shall not be liable in any way for the achievement or non-achievement by the Principal of the result that the Principal hoped to achieve by using the Website.
9.2 The Agent is not responsible for malfunctions, errors and failures in the operation of software and / or hardware that ensure the functioning of the Website, arising for reasons beyond the control of the Agent,
as well as the Principal's related losses.
9.3 The Agent shall not be liable for the Principal's temporary lack of access to the Website, and/or any part of the Website, nor for the related losses of the Principal and/or any third party.
9.4 The Agent shall not be liable for any indirect/indirect losses and/or lost profits of the Principal and/or third parties, loss of information resulting from the use or inability to use the Website.
9.5 The Agent shall not be liable for losses incurred by the Principal as a result of unauthorized actions of third parties, including those related to unauthorized access to the Principal's personal Account. The Agent shall not be liable for any losses incurred by the Principal as a result of disclosure of account data to third parties that occurred through no fault of the Agent.
9.6 The Principal shall be solely responsible for all actions performed on the Website using the Principal's credentials.
9.7 The Agent shall not be liable for the Principal's losses resulting from:
9.7.1 Incorrect filling in of details of the documents used for transfer of funds to the Principal's settlement account;
9.7.2 The Principal violates the Agreement, the requirements of the applicable UK legislation or other requirements posted on the Website;
9.7.3. violation by the Principal of the established procedure for depositing funds.
9.8 The Agent does not provide any guarantees of the performance of the Website. The Principal agrees to use the Website as it is presented without any guarantees from the Agent.
9.9 The Agent shall not be liable for the performance by third parties and/or users of obligations to the Principal arising from the use of the Website and/or the Services. In addition, the Agent shall not be liable for the Principal's performance of any obligations to third parties, unless the Agreement provides otherwise.
9.10. In case of breach and/or non-performance by the Principal of the provisions and obligations under this Agreement, violation by the Principal of the applicable UK legislation, the Agent shall be entitled to terminate the Agreement unilaterally, delete the Principal's Account and all information posted by the Principal, as well as terminate the execution of the Principal's assignment. If such a breach has caused damage to third parties, the Principal shall be fully liable for them.
9.11 In the event of the Principal's breach of the provisions provided for in Section 9 of the Agreement, the Principal undertakes to compensate the Agent for all losses incurred by the latter as a result of such breach, and also undertakes to participate at its own expense in all proceedings, including court proceedings, which may arise as a result of such non- performance.
9.12. The amount of damages that may be reimbursed by the Agent to the Principal in the amount of _________________ euros.
10.1 By registering on the website and entering personal data in the registration form, the Principal shall make the entered personal data publicly available and any User may freely review them. The Principal hereby agrees that the processing of the personal data entered by the Principal when registering on the website shall be carried out on the basis of the Personal Data Act of the United Kingdom.
10.2 All provisions of Section 9 "Personal Data" of the Agreement shall apply to the validity of this Agreement.
11.1 Exclusive and personal non-property rights to the Site belong to the Agent or other persons who have concluded an Agreement with the Agent, giving him the right to place the results of intellectual activity of these persons on the Site or as part of it, and are protected in accordance with the current legislation of the United Kingdom.
11.2 The Principal's actions and/or omissions that have caused an infringement of the Agent's rights or are aimed at infringing the Agent's rights to the Website or its components shall entail criminal, civil and administrative liability in accordance with the UK legislation.
11.3 The Principal shall be solely liable in connection with the use of intellectual property rights contained in the materials posted by the Principal on the Website, as well as in the materials transmitted by the Principal via the Website, or materials otherwise made available by or through the Website, due to the Principal's acts and/or omissions. The Agent has no technical possibility to monitor the compliance of the materials specified in this clause with the requirements of the applicable UK legislation, including the Agent has no possibility to monitor whether or not the said materials violate anyone's rights and interests.
11.4 The Principal undertakes to settle all possible claims of right holders or other third parties against the Agent related to the materials specified in clause 11.3 of the Agreement by its own efforts and at its own expense.
11.5 In the event of claims, lawsuits, demands by third parties against the Agent regarding the Principal's unlawful use of intellectual property objects on the website, the Principal undertakes to indemnify the Agent for all losses incurred by the latter as a result of such infringement or submission of such claims.
12.Dispute Resolution and Claims Settlement Procedures
12.1 All disputes, disagreements and claims that may arise in connection with the execution, termination or invalidation of the Contract, the Parties shall endeavor to resolve through negotiations. The Party having claims and/or disagreements shall send a notice to the other Party specifying the claims and/or disagreements.
12.2 The notice specified in clause 12.1 of the Agreement shall be sent by the Principal by e- mail to [email protected] and shall also be sent to the Agent in writing by sending by registered mail with acknowledgement of receipt. The notice shall contain the essence of the claim, evidence supporting the claim and information about the Principal.
12.3 Within 30 (thirty) business days from the date of receipt of the communication specified in clause 12.1, provided that this communication complies with the provisions of clause 12.2 of the Agreement, the Party that received it shall be obliged to send a response to this communication.
12.4 If the reply to the message is not received by the party that sent the message within 30 (thirty) business days from the date of receipt of the registered letter containing the relevant message, or if the parties fail to reach an agreement on the claims and/or disagreements, the dispute shall be referred to a competent court at the location of the Agent.
12.5 The Agent shall be entitled to independently engage competent organizations as experts to resolve technical issues in determining the fault of the Principal as a result of the Principal's unlawful actions in using the Internet and the Website in particular, as well as to review the Principal's communications. If the fault of the Principal is determined, the latter shall be obliged to reimburse the costs of the expert examination.
13. Entry into force of the Contract and amendment of the terms and conditions of the Contract
13.1 The Contract shall be deemed concluded from the moment of the Principal's acceptance.
13.2 The Contract may be terminated at any time at the initiative of either party. For this purpose, the Agent shall post a notice of termination of the Contract on the Website and/or send a corresponding notice to the Principal; from the moment of such posting/sending of such notice, the Contract shall be deemed terminated. The Principal may terminate the Contract by deleting all organizations created by the Principal from the Website.
13.3 The Parties agree that the Contract may be unilaterally amended by the Agent by posting the updated text of the Contract on the Internet at https://potalonu.com/. The Principal confirms its consent to the amended terms and conditions of the Contract by using the Website. If the Principal does not agree with the amended version of the Contract, the Principal shall cease using the Website and/or services.
13.4 The Principal who does not agree with the terms and conditions of the Contract and/or with the change of the terms and conditions of the Contract shall immediately terminate the Contract in accordance with the procedure provided for in clause 13.2 of the Contract.
14.1 The Parties shall be released from liability for non-performance or improper performance of obligations under the Contract in case of force majeure, natural disasters, strikes, changes in the legislation of Great Britain, actions of official bodies of Great Britain, their officials, civil unrest, epidemics, blockade, embargo, earthquakes, floods, fires or other natural disasters.
14.2 In case of occurrence of these circumstances, the Party shall notify the other Party thereof within 3 (three) calendar days.
14.3 A document issued by the Chamber of Commerce and Industry, authorized state body, etc. shall be sufficient proof of the existence and duration of force majeure circumstances.
15.1 The Parties hereby confirm that when executing (amending, supplementing, terminating) the Contract, as well as when conducting correspondence on these issues, the use of handwritten signature analogs of the Parties is allowed. The Parties confirm that all notices, communications, Agreements and documents within the framework of fulfillment of the Parties' obligations arising from the Contract, signed by the handwritten signature analogues of the Parties, shall be legally valid and binding on the Parties.
15.2 The Agent acknowledges, analogous to his handwritten signature is a facsimile reproduction of the signature obtained from https://potalonu.com/.
15.3 The Principal acknowledges that the analogues of his handwritten signature are:
15.3.1 Accounting Data. Thus, all actions performed using the accounting data shall be recognized as having been performed by the Principal, and all documents sent using the accounting data shall be recognized as having been signed by the Principal;
15.3.2 Login and password to the e-mail address specified by the Principal when registering on the website. Thus, all e-mails sent to the Agent from the specified e-mail address shall be deemed to have been sent by the Principal and shall also be deemed to have been signed by the Principal.
15.4 The Parties have agreed to use facsimile reproduction of the Parties' signatures when preparing the necessary documents and claims under the Contract. The Parties hereby confirm that the documents and claims signed by means of facsimile reproduction of signatures shall be legally valid and binding for consideration and acceptance by the Parties.
15.5 Except for cases directly stipulated by the Agreement and the current legislation of the United Kingdom, all notices, communications and documents within the framework of performance by the Parties of the obligations arising from the Agreement, as well as all documents in case of amendments and additions to the Agreement, may be sent and shall be deemed received by the Parties by sending them by e-mail from the authorized address of one Party to the authorized address of the other Party.
15.6 Authorized addresses shall be deemed to be:
15.6.1 For the Agent: e-mail address [email protected];
15.6.2 For the Principal: the e-mail address specified when registering on the Website.
15.7 The Parties recognize any information related to the conclusion of the Contract, including any annexes and supplements thereto, as confidential information and undertake to strictly maintain the confidential nature of such information by not disclosing it to third parties without the prior written consent of the other Party, except for cases when it is necessary for the purposes of the Contract or for disclosure to the relevant state authorities in cases determined by law.
15.8 The Contract and all legal relations arising from it shall be governed by the legislation of Great Britain. All disputes arising shall be resolved on the basis of the UK legislation.
16. Addresses and details of the Parties.
16.1. Agent
Name of legal entity: TALON PROJECT LLP Legal entity registration number: OC449275 State of registration: United Kingdom
Registered office address: 27 Old Gloucester St Monomark House WC1N 3AX London United Kingdom
Date of incorporation: 27/09/2023
Contact e-mail: [email protected]
16.2 Principal
The Principal's details shall be specified by the Principal in its account at https://potalonu.com