Headfirst Customer Agreement

Version 2.0 — Effective 20 August 2026

These terms and conditions cover the rights and responsibilities between you, a "Customer", and Headfirst Bristol Limited ("Headfirst", "we" or "us"), a company incorporated in England and Wales under registration number 8588629. Registered address: Headfirst Bristol Limited, 7 The Close, Norwich, Norfolk, NR1 4DJ.

By ticking the box at checkout, or by using the Headfirst Platform, you confirm that you understand these terms and that you agree to comply with them. If there is anything you do not understand, please contact us at headfirstbristol.co.uk/contact-us and we will be happy to answer any questions. If there is anything you do not agree with, please do not make a purchase or use the Headfirst Platform.

Our Privacy Policy explains how we handle your personal data. We recommend that you retain a copy of these terms for future reference.

1. Definitions

• "Headfirst Platform" (or "Platform") — the services provided by Headfirst Bristol Limited, including any apps, websites or media output.
• "Customer", "you" — any individual who uses the Headfirst Platform to browse content or make a purchase.
• "Supplier" — the third-party supplier (typically an organiser of events and concerts) that sells through the Headfirst Platform.
• "Event" — typically a concert, performance or exhibit which guests can attend.
• "Ticket" — an electronic ticket issued through the Platform admitting the holder to an Event.
• "Face Value" — the price the Supplier sets for a product, before the Booking Fee and any Extra Charges.
• "Booking Fee" — the fee we add to Face Value at checkout, as described in clause 6.
• "Extra Charge" — an amount added to an order at checkout that is neither Face Value nor Booking Fee, being a Venue Contribution or a Donation, as described in clause 7.
• "Venue Contribution" — an Extra Charge added automatically to Tickets for Events at participating venues, collected for the venue's organisation.
• "Donation" — an optional Extra Charge you choose to add, collected for the named recipient.
• "Gift Voucher" — a prepaid voucher sold by us that you may use to pay for purchases on the Platform, as described in clause 13.
• "Reissue" — our resale solution for sold-out products, described in clause 11: rather than a Ticket being transferred between Customers, the original Ticket is cancelled and its Face Value refunded, and a replacement ticket is sold as a new sale.
• "Waiting List" — the queue described in clause 12 for products offering Reissue with no tickets currently available.

2. Acceptance and changes

2.1. You accept these terms each time you make a purchase, by ticking the box at checkout. The version of these terms in force when you place an order is the version that applies to that order.

2.2. We may revise these terms from time to time — for example if we change how payments are accepted, if laws or regulatory requirements change, or if our business changes in a way that reasonably requires it. Each version is published with a version number and effective date, and the current version is always at headfirstbristol.co.uk/terms.

3. We operate as an agent

3.1. We act purely as an agent facilitating the sale of products on behalf of Suppliers. All prices, allocations and product details are provided by the Supplier and not by the Headfirst Platform. We do not purchase, acquire or resell products. As agent we provide a checkout facility and ticket-generation service for the principal (the Supplier).

3.2. When you buy a Ticket, your contract for the Event itself is with the Supplier. The Supplier is the trader for the purposes of consumer protection law: it is responsible for the accuracy of the listing, the conditions of entry, and the delivery and quality of the Event itself. Your statutory rights in respect of the Event are against the Supplier.

3.3. Gift Vouchers are the exception: they are our own product, sold by us (clause 13).

3.4. Our responsibilities to you are:

a. providing a checkout facility where you can buy the products advertised by Suppliers; b. issuing and delivering your Tickets — by email, through your account on the Platform, or on request to [email protected]; c. passing relevant information between you and the Supplier — for example, the list of valid ticket codes for entry to an Event.

4. Your account

4.1. Your account holds your Tickets, Waiting List entries and Gift Vouchers. It is your responsibility to keep your contact details accurate and to maintain access to the email address and mobile number you give us: Tickets and important notices, including cancellation notices, are sent there.

4.2. Login links and codes sent to your email address or phone are confidential. You are responsible for activity on your account by anyone you allow to access it. If you believe someone has accessed your account without permission, contact us immediately.

5. Prices and payment

5.1. The total price of an order is shown before you pay, made up of Face Value, the Booking Fee and any Extra Charges. Prices include VAT where applicable, and every order comes with an itemised receipt breaking down any VAT charges independently for the Face Value and the Booking Fee.

5.2. Any currency conversion costs or other charges incurred in making a payment are borne by you in addition to the price due to us.

5.3. Payment is taken when you place your order, and Tickets are issued on successful payment.

6. Booking Fees

6.1. The Booking Fee is our charge for the checkout and ticketing service. It is calculated per product, added to the Face Value, and shown at checkout before you pay.

6.2. Booking Fees are non-refundable.

6.3. Headfirst regularly donates Booking Fee revenue to local causes and charities. Where we donate the Booking Fee proceeds from your order, we say so on your order confirmation — "proceeds" meaning the Booking Fee minus the payment processing costs we are charged to handle the transaction.

7. Venue Contributions and Donations

7.1. Tickets for Events at participating venues carry a Venue Contribution, added automatically at checkout on top of Face Value at a rate set under our arrangement with the venue. Venue Contributions are collected by us as agent for the venue's organisation, and are always shown before you pay.

7.2. You may be offered the option to add a Donation at checkout. Donations are collected by us as agent for the recipient the donation prompt describes. Where the donation prompt describes Headfirst itself, the Donation goes towards the running of the Platform. We charge no Booking Fee on Donations and take no profit from them; recipients receive Extra Charges net of the payment processing costs we are charged.

7.3. Some Suppliers pledge to donate part of their own proceeds to a cause. We do not control, and cannot take responsibility for, whether the Supplier in fact makes that donation.

7.4. Extra Charges are non-refundable.

8. Conditions of sale

8.1. Please check your order carefully before you pay. An Event may have multiple performances across different dates, and it is your responsibility to select the correct date, product and quantity.

8.2. All bookings are non-refundable (see clause 10).

8.3. Products may be subject to conditions of entry set by the Supplier — for example age restrictions, proof of membership or ID requirements. It is the Supplier's responsibility to state these in the listing, and yours to check that you, and everyone you are buying for, can meet them.

8.4. Suppliers may offer multi-product deals and discount codes. The discounted price shown at checkout is the price you pay. Tickets bought as part of a deal may carry restrictions noted elsewhere in these terms (see clause 11.4).

8.5. We are not liable for issues arising from incomplete or misleading product listings, which are the Supplier's responsibility (clause 3.2), but we will do our best to mediate between you and the Supplier to find an amicable resolution.

9. Tickets and entry

9.1. Tickets are delivered electronically and each carries a unique code, which is checked and marked as used at entry.

9.2. Treat your Ticket like cash. Entry is granted to the first presentation of a Ticket's code: if a Ticket is copied or shared, whoever presents it first will be admitted, and a code that has already been used will not admit anyone again. If you choose to share a Ticket — for example to pass it to a friend — you do so at your own risk.

9.3. Tickets may not be sold on or offered commercially. The only supported way to resell a Ticket is the Reissue facility in clause 11.

9.4. A Ticket may be voided (invalidated for entry) by the Supplier or by us where it was obtained fraudulently, issued in duplicate or in error, or obtained or used in breach of these terms or the conditions of entry.

9.5. If your Ticket was free, you can cancel it yourself from Your Tickets page, releasing the space for someone else.

9.6. Entry to, conduct at, and management of the Event itself — including safety, capacity and the refusal or removal of guests — are the responsibility of the Supplier and the venue.

10. Refunds

10.1. All bookings are non-refundable, including the Booking Fee and any Extra Charges (clauses 6.2 and 7.4).

10.2. If you are unsatisfied with a Supplier and wish to pursue a refund, you will need to do so directly with the Supplier — a member of our team can put you in touch with the Supplier's customer support contact.

10.3. Where a refund is made — for example the Face Value refund when your Ticket is resold through Reissue (clause 11) — it is final: a refunded Ticket is void and cannot be reinstated. Refunds are returned to the payment method used at checkout; any amount paid with a Gift Voucher returns to the Gift Voucher (clause 13.7).

11. Reissue aka "Resale"

11.1. Reissue is our resale solution. On some Events, where the Supplier has enabled it and the product has sold out, you can offer your Ticket for reissue from Your Tickets page: when it is bought, your Ticket is cancelled and the Face Value you paid is refunded to you, and a replacement ticket is sold to the buyer as a new sale from the Supplier. The Platform is not a marketplace for transferring tickets between Customers.

11.2. Tickets offered for reissue are sold in the order they were offered. Offering your Ticket for reissue does not guarantee it will sell. You can withdraw your Ticket from reissue at any time before a buyer's purchase of it has begun; once a purchase is under way, the sale completes even if you withdraw. The option to offer or withdraw a Ticket closes shortly before the Event.

11.3. Once your Ticket is resold, the process is irreversible. You are refunded the Face Value you paid, even if the replacement ticket was sold at a different price. Booking Fees and Extra Charges are not refunded (clauses 6.2 and 7.4). You cannot choose who buys your Ticket. We will attempt to notify you by email when your Ticket is resold, but it is your responsibility to monitor the status of Tickets you have offered for reissue via Your Tickets page.

11.4. Not every Ticket is eligible for Reissue. Reissue is only available where the Supplier has set it up for a sold-out product, and some Tickets — for example complimentary tickets or tickets bought as part of a multi-ticket deal — may not be eligible. We may suspend or withdraw the Reissue facility, for an Event or generally, at any time.

11.5. Where reissue tickets are available, you can buy one at checkout in the normal way, at the price set by the Supplier. A reissue purchase is a new sale from the Supplier: you receive a newly issued Ticket, and these terms apply to your order as to any other purchase.

12. Waiting List

12.1. Where a product offering Reissue has no tickets currently available, you may join the Waiting List. You choose how many tickets you want and the minimum number you would accept, and — for paid products — save a payment method. Joining the Waiting List commits you to buying up to your chosen quantity of tickets if they become available.

12.2. When tickets become available they are offered to the Waiting List in the order people joined. When it is your turn, we automatically take any payment due using your saved payment method and issue your tickets. We will attempt to email them to you, and they appear on Your Tickets page. Tickets bought through the Waiting List are ordinary, non-refundable purchases under these terms.

12.3. If your payment fails, we will notify you and may move on to the next person in the queue. We may retry your payment method later, but until a payment succeeds you may miss tickets that become available. Keeping your payment details working and up to date is your responsibility.

12.4. Your Waiting List entry has a cut-off, which you choose when you join. Automatic purchases stop at the cut-off; you can extend it, or rejoin after it, if you still want tickets.

12.5. You can manage your Waiting List entries from your account at any time — including changing your quantities, your payment card or your cut-off, or leaving the Waiting List altogether. The Waiting List creates no entitlement: tickets may never become available, and whether further tickets are released for an Event is at the Supplier's discretion.

13. Gift Vouchers

13.1. We sell Gift Vouchers: prepaid credit that can be put towards purchases on the Headfirst Platform. You choose the value of the Gift Voucher at the point of purchase, within the limits that apply at checkout. No Booking Fee is charged on the purchase of a Gift Voucher — the price you pay is the credit you receive.

13.2. When you buy a Gift Voucher we email a unique code to the email address provided at checkout, either immediately or on the delivery date you choose. It is your responsibility to ensure this address is correct and that you, or the person you intend to gift it to, has access to it. Anyone holding the code can redeem it, so treat it like cash — we cannot replace a Gift Voucher that is lost, shared or used without your permission.

13.3. A Gift Voucher can be redeemed against any purchase from any Supplier on the Headfirst Platform by entering the code at checkout, and can be put towards the full cost of your order — including Face Value, Extra Charges and Booking Fees.

13.4. Gift Vouchers hold a balance and may be spent across more than one purchase. Where the value of your order is greater than the balance remaining on your Gift Voucher, the difference is payable by card. Any unused balance stays on the Gift Voucher for a future purchase. You can view the balance and history of any Gift Voucher you have bought or redeemed in the Gift Vouchers section of your account.

13.5. Gift Vouchers are valid for 24 months from delivery — that is, from the date of purchase or, where you schedule delivery for a later date, from that delivery date. After this, any remaining balance expires and the Gift Voucher can no longer be redeemed. The expiry date is shown with your code and in the Gift Vouchers section of your account.

13.6. Gift Vouchers are non-refundable — the amount paid for a Gift Voucher cannot be returned or exchanged for cash.

13.7. If an order paid for in whole or in part with a Gift Voucher is later refunded, the refunded amount that was paid using Gift Voucher credit is returned to that Gift Voucher as balance — not to your card — and remains subject to its original expiry date. Any refunded amount paid by card is returned to the card. As with all sales, Booking Fees are non-refundable.

13.8. Gift Vouchers have no cash value and cannot be exchanged for cash. There is no facility for transferring a Gift Voucher between Headfirst accounts — as clause 13.2 explains, the code itself is what carries the credit, and anyone holding it can redeem it. The credit can only be spent on products available through the Headfirst Platform.

14. Communications

14.1. We send service messages about your orders and the Events you hold Tickets for — order confirmations, your Tickets, Waiting List and Reissue updates, and notices of changes or cancellation. Service messages are sent by email and occasionally by SMS, and are not marketing: you will receive them for as long as you hold a booking. All SMS sent in connection with the Platform are sent by us.

14.2. Suppliers can send announcements to their ticket holders through the Platform. Announcements are service messages about that Event only — for example travel information, set times, line-up changes or cancellation — and must not contain marketing.

14.3. Marketing is sent only with your permission — for example, where you tick the box at checkout giving an organiser permission to email you about their future events, or where you subscribe to our own mailers. Permission given to an organiser applies to that organisation. Every marketing email includes an unsubscribe mechanism, and you can withdraw your permission at any time — for an organiser's marketing, via the unsubscribe link in their emails or by contacting them directly.

15. Acceptable use

15.1. In connection with your use of the Headfirst Platform, you may not, and you agree that you will not:

a. interfere with or damage the Headfirst Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; b. use the Headfirst Platform in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to the Headfirst Platform; c. attempt to use the Headfirst Platform to commit fraud or create fake content; d. recruit or otherwise solicit any Supplier, Customer or other user to join third-party services or websites that are competitive to Headfirst, without Headfirst's prior written approval; e. impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; f. use automated scripts to collect information from or otherwise interact with the Headfirst Platform; g. use the Headfirst Platform to find a Supplier or Customer and then complete the transaction independently of the Headfirst Platform in order to circumvent the obligation to pay any fees; h. use, display, mirror or frame the Headfirst Platform, or any individual element within it, Headfirst's name, any Headfirst trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Headfirst's express written consent; i. access, tamper with, or use non-public areas of the Headfirst Platform, Headfirst's computer systems, or the technical delivery systems of Headfirst's providers; j. attempt to probe, scan or test the vulnerability of any Headfirst system or network or breach any security or authentication measures; k. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Headfirst or any of Headfirst's providers or any other third party (including another Customer or Supplier) to protect the Headfirst Platform or any content thereon; l. attempt to decipher, decompile, disassemble or reverse engineer or copy any of the software used.

16. Our service and liability

16.1. Nothing in these terms affects your statutory rights, or excludes or limits our liability for death or personal injury arising through our negligence, fraudulent misrepresentation, or anything else which cannot be excluded or limited under English law.

16.2. We take reasonable care in providing our checkout and ticketing service, but cannot guarantee continuous, uninterrupted or secure access to the Headfirst Platform, nor that it will be virus or error free. Payment processing times depend on factors outside our control, such as delays in the banking system or in card networks. Access to the Platform may occasionally be restricted to allow for repairs, maintenance or the introduction of new facilities.

16.3. It is the responsibility of the Supplier, not us, to fulfil the Event (clause 3.2). Subject to clause 16.1, we are not liable for cancellations, alterations, venue changes or other failures of the Event itself, and we are not responsible for any loss of income, revenue, business or anticipated savings, or for travel, accommodation or other expenses, incurred as a result of an unfulfilled or falsely advertised Event. If you are unhappy with a Supplier, contact us at [email protected].

17. General

17.1. Governing law and jurisdiction. These terms are governed by the law of England and Wales. You can bring proceedings in the courts of England and Wales; if you live in Scotland or Northern Ireland, you can also bring proceedings in your local courts. Nothing in this clause deprives you of any protection granted by laws that cannot be departed from by agreement.

17.2. Complaints. Before starting proceedings, you and we will each make reasonable efforts to resolve any dispute informally. Contact us at headfirstbristol.co.uk/contact-us or [email protected].

17.3. Severance. If any provision of these terms is found to be invalid or unenforceable, it will be severed, and the remaining provisions will continue in full force.

17.4. No waiver. A failure or delay by either party to enforce any provision of these terms is not a waiver of it.

17.5. Assignment. We may transfer our rights and obligations under these terms to a successor of our business; if we do, your rights under these terms are unaffected.

17.6. Third-party rights. No person other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms.

Headfirst Supplier Agreement

Version 2.0 — Effective 20 August 2026

These terms and conditions cover the rights and responsibilities between you, a "Supplier", and Headfirst Bristol Limited ("Headfirst", "we" or "us"), a company incorporated in England and Wales under registration number 8588629. Registered address: Headfirst Bristol Limited, 7 The Close, Norwich, Norfolk, NR1 4DJ.

By accepting this agreement, or by using the Headfirst Platform, you confirm that you understand these terms and that you agree to comply with them. If there is anything you do not understand, please contact us at headfirstbristol.co.uk/contact-us. If there is anything you do not agree with, please do not use the Headfirst Platform.

This agreement incorporates the Headfirst Data Sharing Agreement at headfirstbristol.co.uk/terms/data-sharing-agreement, which governs how you and we each handle personal data. We recommend that you retain a copy of both documents for future reference.

1. Definitions

• "Headfirst Platform" (or "Platform") — the services provided by Headfirst Bristol Limited, including any apps, websites or media output.
• "Supplier", "you" — the third-party supplier (typically of events and concerts) that uses the Headfirst Platform, being the organisation registered with us, together with every individual who acts through its account.
• "Customer" — any individual who uses the Headfirst Platform to browse content or make a purchase.
• "Event" — typically a concert, performance or exhibit which guests can attend.
• "User Generated Content" — any content you submit, upload or link to the Headfirst Platform, including but not limited to images, information and data, whether uploaded directly or added from an external source by URL or search.
• "Face Value" — the price you set for a product, before the Booking Fee and any Extra Charges.
• "Booking Fee" — the fee we add to Face Value at checkout, as described in clause 8.
• "Extra Charge" — an amount added to an order at checkout that is neither Face Value nor Booking Fee, being a Venue Contribution or a Donation, as described in clause 9.
• "Venue Contribution" — an Extra Charge added automatically to tickets for Events at participating venues, collected for the venue's organisation.
• "Donation" — an optional Extra Charge a Customer chooses to add, collected for the named recipient.
• "Gift Voucher" — a prepaid voucher sold by us that a Customer may use to pay for purchases on the Platform.
• "Reissue" — the cancellation and refund of a Customer's ticket paired with the sale of a replacement ticket, as described in clause 14.
• "Payout" — a payment of amounts attributed to you from the Headfirst Platform to your bank account.

2. Acceptance and changes

2.1. This agreement is accepted by each individual user of your organisation's account, on their own behalf and on behalf of the organisation, when they first use the Platform after this version is published and whenever a new version is published. We record the version accepted, the accepting user, and the date and time of acceptance.

2.2. Every version of this agreement is published with a version number and date, and superseded versions remain available so you can see exactly what was accepted and when.

2.3. When we change this agreement, the new version must be accepted before continuing to use the seller tools. Anything a user does through your organisation's account binds the organisation, whatever that user's role within it.

3. We operate as an agent

3.1. We act purely as an agent facilitating the sale of products on behalf of Suppliers. All prices, allocations and product details are provided by the Supplier and not by the Headfirst Platform. We do not purchase, acquire or resell products. As agent we provide a checkout facility and ticket-generation service for the principal (the Supplier).

3.2. The contract for the Event itself is between you and the Customer. You are the trader for the purposes of consumer protection law, as set out in clause 6.

4. Your account and authority

4.1. Anyone who uses your organisation's account warrants that they are authorised to act for, and to bind, the organisation. The organisation is responsible for the acts and omissions of every user of its account and for managing who has access to it.

4.2. You are responsible for keeping account credentials secure. Login details, doorlist access codes and any other codes, links or tokens issued to your organisation are confidential; see clause 17.

5. Venues

5.1. Where your organisation manages a venue on the Platform, you are responsible for keeping the venue's details accurate and up to date, including address, stage and capacity information that other Suppliers' Events rely on.

5.2. Where your organisation manages a participating venue, Venue Contributions collected for you are paid out under clause 12. Venue Contributions are collected by us as your agent.

5.3. Where an Event run by another Supplier takes place at a venue you manage, that Supplier alone is responsible to us for the Event. Managing the venue does not make you a party to that Event or impose any obligation on you in respect of it.

6. Your obligations and warranties

6.1. You warrant that, for every Event you list:

a. you hold, or will hold before the Event, all licences and permissions required to stage it, including any premises licence and music licensing (such as PRS and PPL) that applies; b. you hold appropriate public liability insurance; c. you will comply with all applicable health and safety, safeguarding and crowd management obligations; d. where the Event or any product carries an age restriction, you will verify age at entry and refuse entry where verification fails.

6.2. You agree to keep all User Generated Content and product information accurate and up to date. In addition to completing the Platform's required fields (including but not limited to categories, capacities, prices and tags) you must also:

a. include any conditions of sale — for example, entry requirements such as age restrictions or membership requirements; b. include any relevant tax, VAT or business information; c. include any information required by UK consumer or retail law or any other legislation that applies to the product in either your or the Customer's jurisdiction; d. include or link to your own data handling and privacy policy.

6.3. You are the trader in the sale of your products to Customers. You are responsible for compliance with consumer protection law, including the accuracy and completeness of pre-contract information, the conditions of entry, and the delivery and quality of the Event itself. You will indemnify us against any claim by a Customer or a regulator arising from your failure to comply with this clause.

6.4. You must keep each Event listing accurate and promptly update it when details change, including line-up, set times, stage or venue changes. A change to the advertised bill does not of itself entitle any person to a refund; refunds remain discretionary under clause 13.

6.5. You may only use the Platform to sell tickets for Events that you are genuinely organising or promoting. You must not use the Platform to sell, or attempt to sell, tickets acquired from any other seller or platform.

6.6. If your products are subject to VAT, you must enter your VAT registration details into the payment options for each Event. If VAT details are provided, all products attached to that Event will be treated as VAT-rated and the declared Face Value will be itemised as the gross value in the Customer's receipt. If a Customer requires a retrospective VAT receipt, providing it is your responsibility and not the Headfirst Platform's.

7. Content and intellectual property

7.1. By submitting User Generated Content to the Headfirst Platform you grant us an irrevocable, royalty-free, sub-licensable licence to use, modify and redistribute that content for the purposes of operating, promoting and improving the Headfirst Platform and promoting your Events, across any of our channels and media. You waive any right to content credits or royalties in connection with that use.

7.2. You warrant that you own, or hold all rights and permissions necessary to grant the licence in clause 7.1 over, every item of User Generated Content you add to the Platform — whether uploaded directly or added from an external source by URL or search. You will indemnify us against any claim that content you added infringes the rights of any person.

7.3. We may produce our own editorial and promotional content about Events listed on the Platform. That content is ours. We are not obliged to publish, amend or withdraw it.

7.4. We reserve the right, at any time and without prior notice, to remove, modify or disable access to any User Generated Content or any listing.

7.5. The Platform allows you to search external multimedia sources and attach audio and video players to your Event pages. When you do so you are using the relevant provider's service, and you agree that you have the right to use any multimedia content you attach. By accepting this agreement you also accept the terms of each provider whose content you use:

• YouTube — https://www.youtube.com/t/terms
• Spotify — https://www.spotify.com/uk/legal/end-user-agreement/
• SoundCloud — https://soundcloud.com/pages/copyright
• Bandcamp — https://bandcamp.com/terms_of_use
• Vimeo — https://vimeo.com/terms
• Mixcloud — https://www.mixcloud.com/terms/

8. Booking Fees

8.1. Upon creation of a product, a Booking Fee will be calculated by the Headfirst Platform based on factors including but not limited to Face Value, event type or event date. Booking Fees are calculated automatically and added to the Face Value to form the total cost. The algorithm we use to calculate the Booking Fee is subject to change without notice.

8.2. The Booking Fee is our charge to the Customer for the checkout and ticketing service. You pay us nothing directly: there is no subscription, platform fee, setup cost or minimum term.

8.3. Headfirst regularly donates Booking Fee revenue to local causes and charities. If you are organising a charity event, contact us — we may be able to donate Booking Fee revenue from your Event to your chosen cause. If you intend to use a charity's logo or branding because you or we are donating to their cause, you must obtain the charity's permission first.

9. Extra Charges

9.1. Venue Contributions. Tickets for Events at participating venues carry a Venue Contribution, added automatically at checkout on top of Face Value at a rate set under our arrangement with the venue. Venue Contributions do not reduce your Face Value and are collected by us as agent for the venue's organisation.

9.2. Donations. Customers may be offered the option to add a Donation at checkout. Donations are collected by us as agent for the named recipient.

9.3. Processing fee deduction. Venue Contributions and Donations are paid out net of a payment processing deduction. Payment processing fees are charged to us in aggregate across all payments, so the deduction is calculated as a percentage of each Extra Charge, based on the average processing fee rate we are charged. That rate reflects the mix of payment methods Customers use and may change over time.

9.4. No person is entitled to a refund of an Extra Charge, save where the law requires. Whether to refund an Extra Charge in any particular case is a matter of discretion under clause 13.

10. Coupons and discounts

10.1. You may create discount codes for your products. A discount reduces the Face Value only: the Booking Fee is calculated on the pre-discount Face Value, and your Payouts are net of the discounts you have given. You bear the full cost of every discount you offer.

11. Gift Vouchers

11.1. Gift Vouchers are sold by us and are our product. Where a Customer pays for some or all of an order with a Gift Voucher, you are paid as though the Customer had paid that amount in money.

11.2. You have no interest in or claim to Gift Voucher proceeds, unredeemed balances or expired value.

12. Payouts

12.1. Payments from Customers are collected by us, as your agent, through our payment provider (currently Stripe). Amounts attributed to you are held with our payment provider until they are paid out to your bank account.

12.2. Amounts attributed to you become available to pay out as follows:

a. Face Value amounts for an Event — from the day after the Event takes place; b. Extra Charges, and any other amounts we assign to you — from midday on the first day of the month following the month in which they were collected.

12.3. Once amounts are available to pay out you can log in to the Platform and request a Payout to your bank account, less any refunds and other deductions under this agreement. Payouts are made in full for the relevant Event or month: partial Payouts and advances are not possible.

12.4. Payouts are subject to the account checks and validations our payment provider requires, including identity, business and bank account verification. It is your responsibility to provide the documents and information required and to complete those checks; Payouts cannot be made until they are satisfied. Our payment provider may require further verification at any time, including after earlier Payouts have been made.

12.5. It is your responsibility to ensure your bank account details are correct. We accept no liability for missed or lost payments resulting from incorrect bank details or from a Payout made to the wrong account on your instruction.

12.6. We take reasonable care to process Payouts promptly, but the time needed depends on factors outside our control, such as our payment provider's checks and delays in the banking system. Access to the payout facility may occasionally be restricted for repairs, maintenance or the introduction of new features; we will attempt to give reasonable notice of scheduled interruptions.

12.7. Amounts that remain unclaimed twelve (12) months after becoming available to pay out are forfeited to Headfirst, and your entitlement to them is extinguished.

13. Refunds, cancellations and changes

13.1. Nothing in this clause affects a Customer's statutory rights, or excludes anything that cannot be excluded under English law.

13.2. Save where the law requires, no person is entitled to a refund or to the alteration of a purchased ticket. Refunds are discretionary.

13.3. You can use the Headfirst Platform to refund Customers. We may also refund any Customer at any time without your prior permission or consultation. All refunds are final and cannot be reversed. A refund we issue on your behalf is deducted from the amounts attributed to you.

13.4. If you cancel an Event, whether to refund Customers is at your discretion, subject always to our right under clause 13.3, which prevails. Booking Fees are non-refundable. Declining to refund does not protect you from chargebacks, which remain your responsibility under clause 15.

13.5. You may void a ticket — invalidating it for entry — where it was obtained fraudulently, breaches the conditions of entry, or was issued in duplicate or in error. You bear the consequences of voiding a ticket and you will indemnify us against any claim arising from it.

13.6. You may issue complimentary tickets. Complimentary tickets carry no payment, no refund value and no Booking Fee, and their holders are your attendees for the purposes of every obligation in this agreement, including safety, capacity and data protection.

14. Reissue (formerly Resale)

14.1. Where you enable it for an Event, the Platform can offer Reissue — effectively a resale solution for sold-out products. A Customer's ticket is cancelled and their Face Value refunded, and a replacement ticket is sold to another Customer at the price you set. Technically each Reissue purchase is a new sale from you; the Platform does not operate a marketplace for the transfer of tickets between Customers.

14.2. Reissue is available only where you set it up for an Event which has sold out products. We may suspend or withdraw the Reissue facility, for an Event or generally, at any time.

14.3. Customers waiting for a Reissue ticket may join a waiting list. The waiting list creates no entitlement: you are under no obligation to release further tickets, and whether to issue additional tickets to satisfy the waiting list is at your discretion.

15. Chargebacks and recovery

15.1. Where chargebacks arise, we will use reasonable staff resources and methods to seek a resolution on your behalf.

15.2. If a chargeback relating to one of your products leads to costs or penalties for us, you must reimburse us in full for the amounts you received in respect of the charged-back order, together with the associated costs and penalties. We may deduct these amounts from the amounts attributed to your organisation, across any of your Events.

15.3. If the amounts attributed to you cannot cover an amount you owe under this agreement, the shortfall is a debt payable by your organisation on demand, and we may also recover it by deduction from amounts you accrue in future.

16. Communications and marketing

16.1. Announcements. The Platform allows you to send announcements by email to ticket holders for an Event, accessed via "Email Ticket Holders" in the Event Manager. Announcements must relate to that Event — for example travel information, set times, line-up changes or cancellation — and must not contain marketing. We may review, block or withdraw your access to announcements at any time.

16.2. SMS. All SMS messages sent in connection with the Platform are sent by us. Suppliers cannot send SMS to Customers through the Platform.

16.3. Marketing permission. Customers may give permission at checkout or registration for your organisation to email them about your future Events. That permission is organisation-wide. For any contact who has not given it, you may only send service messages about the Event their data relates to, and never marketing. Where the Platform provides you data marked with whether permission was given, that marking is binding on you.

16.4. A Customer withdraws their marketing permission through your own correspondence or by contacting you. Every marketing email you send must include a working unsubscribe mechanism, and you must honour withdrawals promptly.

16.5. By listing an Event you grant us the right to promote it across our channels, including our mailers, recommendations, social media and editorial content. This licence has no opt-out while the Event is listed.

17. Platform, apps and security

17.1. Credentials. Doorlist access codes, dashboard links and other codes or tokens issued to your organisation are confidential. You may share them only with people who need them to operate your Event (such as door staff), and you are responsible for what those people do with them.

17.2. Scanning app. The ticket scanning application is subject to this agreement. It is your responsibility to monitor and count guests independently of the scanning app (for example with a physical counter): the app's scan count is not to be used as a measure of guest numbers, and scan-based statistics we provide are indicative insight only, not a record of attendance for licensing, capacity or any compliance purpose. You must keep the scanning app updated to the current version; we give no warranty in respect of superseded versions.

17.3. Website Embeds. Where we make embed code available, we grant you a revocable licence to embed Platform listings for your own Events on your own website. We give no warranty that the embed's markup, styling or behaviour will remain stable, and we may change or withdraw the embed facility at any time.

17.4. Acceptable use. In connection with your use of the Headfirst Platform, you may not, and you agree that you will not:

a. interfere with or damage the Headfirst Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; b. use the Headfirst Platform in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to the Headfirst Platform; c. attempt to use the Headfirst Platform to commit fraud or create fake content; d. recruit or otherwise solicit any Supplier, Customer or other user to join third-party services or websites that are competitive to Headfirst, without Headfirst's prior written approval; e. impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; f. use automated scripts to collect information from or otherwise interact with the Headfirst Platform; g. use the Headfirst Platform to find a Supplier or Customer and then complete the transaction independently of the Headfirst Platform in order to circumvent the obligation to pay any fees; h. use, display, mirror or frame the Headfirst Platform, or any individual element within it, Headfirst's name, any Headfirst trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Headfirst's express written consent; i. access, tamper with, or use non-public areas of the Headfirst Platform, Headfirst's computer systems, or the technical delivery systems of Headfirst's providers; j. attempt to probe, scan or test the vulnerability of any Headfirst system or network or breach any security or authentication measures; k. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Headfirst or any of Headfirst's providers or any other third party (including another Supplier) to protect the Headfirst Platform or any content thereon; l. attempt to decipher, decompile, disassemble or reverse engineer or copy any of the software used.

17.5. Availability. We take reasonable care to provide a functioning payment facility at all times, but cannot guarantee continuous, uninterrupted or secure access to the Headfirst Platform, nor can we guarantee that the facility is virus or error free. The Headfirst Platform is provided "as is", and we do not accept responsibility for any failure to maintain it, including without limitation any inaccuracies or typographical errors.

17.6. Suspension. If we reasonably suspect fraud or abuse connected to your organisation, we may suspend your account, withhold Payouts pending investigation, refund orders and remove listings.

18. Liability

18.1. Nothing in these terms affects your statutory rights, or excludes or limits our liability for death or personal injury arising through our negligence, fraudulent misrepresentation, or anything else which cannot be excluded or limited by us under English law.

18.2. Subject to clause 18.1, we will not be liable under this agreement for any loss or damage of any kind, however arising, including but not limited to loss of profits, loss of opportunity, loss of business or goodwill, travel and accommodation costs, indirect or consequential loss, any loss arising where there is no breach of a legal duty of care owed to you by us, and any increase in loss or damage resulting from your breach of this agreement.

18.3. To the fullest extent permissible by law, we exclude and disclaim all warranties, terms, conditions and representations that might otherwise be implied by law in relation to the Headfirst Platform. In particular, we do not represent or warrant that the Platform's content is accurate or complete; that the Platform will be error-free, virus-free or free from other harmful components, or that defects will be corrected; or that the Platform will always be available and fully functioning. You must take your own precautions in these respects. We will not be responsible for any loss or damage caused by a distributed denial-of-service attack, viruses or other harmful material that may infect your computer hardware, software, data or other proprietary material due to your use of the Headfirst Platform.

19. Indemnity

19.1. You will indemnify us against all losses, damages, liabilities, costs, expenses and fines we incur arising from your breach of this agreement, from your Events, or from content or data you add to or take from the Platform — including but not limited to the indemnities in clauses 6.3 (consumer claims), 7.2 (intellectual property), 13.5 (voided tickets) and those in the Data Sharing Agreement.

20. Data protection

20.1. You and we are each independent controllers of the personal data we each process in connection with the Platform. The Data Sharing Agreement at headfirstbristol.co.uk/terms/data-sharing-agreement forms part of this agreement and governs the personal data we make available to you and your obligations when handling it, including the data you export, the recipients we use (listed at headfirstbristol.co.uk/terms/data-recipients), breach notification and what happens on termination.

21. Suspension, termination and survival

21.1. We reserve the right to revoke, restrict or remove access to the Headfirst Platform at any time, for any reason.

21.2. If we revoke your organisation's access, we will pay out the amounts attributed to you without you needing to log in — but only in respect of Events that have been fully supplied without Customer complaints, and less any refunds, chargebacks and other amounts you owe under this agreement. Amounts relating to Events not yet delivered, or to which complaints relate, may be withheld pending resolution.

21.3. Clauses which by their nature should survive termination — including clauses 7 (content licence), 12.7 (unclaimed amounts), 15 (chargebacks and recovery), 18 (liability), 19 (indemnity), 20 (data protection) and 22 (general) — survive it.

22. General

22.1. Governing law and jurisdiction. This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it.

22.2. Disputes. Before starting proceedings, you and we will each make reasonable efforts to resolve any dispute informally by contacting the other and discussing it in good faith.

22.3. Changes. We may publish a new version of this agreement at any time. Every new version requires acceptance under clause 2 before continued use of the seller tools.

22.4. Entire agreement. This agreement, together with the Data Sharing Agreement, is the entire agreement between you and us regarding the Platform and supersedes all previous agreements and understandings.

22.5. Severance. If any provision of this agreement is found to be invalid or unenforceable, it will be severed, and the remaining provisions will continue in full force.

22.6. No waiver. A failure or delay by either party to enforce any provision of this agreement is not a waiver of it.

22.7. Assignment. You may not assign or transfer this agreement without our prior written consent. We may assign this agreement to a successor in connection with a merger, acquisition or reorganisation.

22.8. Third-party rights. No person other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

22.9. Notices. We may give you notice by email to your organisation's registered email address or through the Platform. You may give us notice at headfirstbristol.co.uk/contact-us.