2021 Formula 1 Paddock Club™
Booking Terms and Conditions STH Japan K.K. (STH)
1. Purpose of these Terms
1.1 These Booking Terms and Conditions (the “Terms”) govern the purchase by the Purchaser from STH of Tickets for attending the Events to be hosted under the brand “the 2021 Formula 1 Paddock Club™”.
1.2 In purchasing from STH, the Purchaser and all Ticket Holders shall be bound by and shall comply with the provisions contained in these Terms. Further, the Purchaser and each Ticket Holder utilising a Ticket shall explicitly agree to be bound by and comply with the 2021 Formula 1 Paddock Club™ Standard Terms and Conditions.
1.3 All terms that have a capital letter shall have the meanings set out in the 2021 Formula One Paddock Club™ Standard Terms and Conditions and/or in Appendix One to these Terms. Further, any reference to Client in the 2021 Formula 1 Paddock Club™ Standard Terms and Conditions shall be deemed to refer to the Purchaser under these Terms.
1.4 Collectively, the Terms, the Booking Form, the Invoice and the 2021 Formula 1 Paddock Club™ Standard Terms and Conditions shall be known as the Customer Agreement. Accordingly, the Purchaser must ensure that they have read and understood the provisions of each part of the Customer Agreement before purchasing and using the Tickets.
1.5 In accordance with the policies of Formula One Hospitality and Event Services Limited (FOHES), the provider of 2021 Formula 1 Paddock Club™, for each Ticket Holder receiving Tickets from the Purchaser, the Purchaser is solely responsible for securing their written acceptances of the 2021 Formula One Paddock Club™ Standard Terms and Conditions and providing such written acceptances to STH for onward distribution to FOHES. The Purchaser must notify all such Ticket Holders that, by their use of a Ticket, they indicate their full acceptance to both the 2021 Formula One Paddock Club™ Standard Terms and Conditions as well as these Terms.
1.6 The headings in these Terms are for convenience only and shall not affect their interpretation.
1.7 Any reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.8 Where the context dictates in these Terms, the singular shall include the plural and vice versa and any gender includes the other gender.
2. Orders and Price
2.1 Pursuant to these Terms, the Purchaser may issue a request to STH to purchase Tickets(s) by notifying to STH the number and type of Tickets(s) required by the Purchaser.
2.2 Following notification by the Purchaser under clause 2.1 of the Tickets(s) required, STH shall confirm whether such required Ticket(s) are available for sale and, where the Tickets(s) requested are available for sale, STH shall send the Purchaser by email: (i) a Booking Form, (ii) an Invoice; and (iii) these Terms and the 2021 Formula One Paddock Club™ Standard Terms and Conditions.
2.3 For the purpose of making an offer for the purchase of the required Ticket(s), the Purchaser shall (i) complete and sign or apply their seal to the Booking Form (ii) return the signed Booking Form to STH and (iii) pay the full amount for the Tickets specified in the Invoice. Completion by the Purchaser of the foregoing steps shall constitute an irrevocable and binding offer to STH by the Purchaser to purchase the Ticket(s) as specified on the Booking Form. For the avoidance of doubt, completion of the foregoing steps does not guarantee the availability of the Ticket(s) for which the Purchaser has made an offer for.
2.4 STH shall be under no binding commitment to sell any Tickets in relation to an order for purchase made under clause 2.3, unless and until STH dispatches a formal confirmation of order to the Purchaser. Upon the dispatch of a formal confirmation of order by STH to the Purchaser, a binding sale-and-purchase agreement for the number and type of Ticket(s) as explicitly stated in the Booking Form shall be concluded between the Purchaser and STH which shall be governed by the terms and conditions of the Customer Agreement. STH shall refund to the Purchaser any monies paid to STH for those Tickets to which a formal confirmation of order has not been dispatched by STH.
2.5 For the avoidance of doubt, the binding contract in respect of the sale-and-purchase of the Ticket(s) shall be concluded between STH (and not FOHES) and the Purchaser.
3.1 All prices and any other charges quoted by STH under the Customer Agreement are exclusive of taxes, duties and charges imposed or levied in connection with the supply of Ticket(s) (including, but not limited to, JCT and any postage and/or packaging) which shall be additionally payable by the Purchaser.
3.2 All sums payable to STH pursuant to this Customer Agreement shall be paid in the currency indicated on the Invoice along with any applicable JCT or other applicable taxes, duties, charges or levies specified during the order process (unless otherwise agreed in writing by STH). For the avoidance of doubt, JCT will be applied to the Total Fee at the then-current rate applicable under Japanese law at the time of sale and shall be payable by the Purchaser, irrespective of the geographical location or tax residency of the Purchaser at the time of sale or otherwise.
3.3 Payment to STH shall be made by bank transfer to STH’s bank account (as detailed in the Invoice) or such other payment method offered by STH and notified to the Purchaser in writing from time to time. The Purchaser further acknowledge that not all credit cards may be accepted by STH.
3.4 All expenses incurred in the payment process, including without limitation bank transfer and bank lifting charges, shall be borne by the Purchaser.
4. Hospitality and Use of Tickets
4.1 STH acts as an authorised distributor of 2021 Formula One Paddock Club™ Tickets, products and services. The Purchaser may not, following the conclusion of the Customer Agreement, request substitutions for, or alterations to, any services and benefits, which are provided by FOHES or the entities it designates to operate the 2021 Formula One Paddock Club™ and not by STH.
4.2 All use of the Tickets, attendance at the Event, and related hospitality services and benefits for the 2021 Formula One Paddock Club™ are subject to controls established by FOHES or its designated third parties, and are not matters under the control of STH. STH shall not be liable to the Purchaser or any Ticket Holder in any respect for the provisions or otherwise of the Event and the Purchaser and the Ticket Holders are advised to refer to the 2021 Formula One Paddock Club™ Standard Terms and Conditions for matters regarding the hospitality services and benefits for the 2021 Formula One Paddock Club™.
5. Delivery of Tickets
5.1 Provided the Total Fee and full amount of any applicable JCT (and any other charges) has been received in full by STH in accordance with clause 3 of these Terms, STH shall deliver the Tickets to the delivery address notified by the Purchaser to STH in the Booking Form, unless STH notifies the Purchaser of a different mode of delivery and/or collection of the Tickets.
5.2 Notwithstanding clause 5.1, it shall be the Purchaser’s responsibility to arrange for an authorised representative to be present at the delivery address referred to in clause 5.1 to receive the relevant Tickets.
5.3 In the event of any change to the delivery address designated under clause 5.1, the Purchaser must provide STH with adequate notice of the change, within a reasonable time prior to the planned delivery date. In the event that the Purchaser do not provide adequate notice of a change in delivery address, STH will not be responsible for any costs, damages or losses the Purchaser incur in the event the Tickets are sent to the original delivery address designated by the Purchaser in accordance with clause 5.1.
5.4 The Purchaser must immediately inspect the contents of the Event Documents and Tickets delivered to it and shall notify STH immediately in the case of any missing documents and/or incorrect details.
5.5 STH shall not be liable to the Purchaser for any failure or delay in delivery of the Event Documents and/or Tickets that is not attributable to it.
6. NO USE OF TICKETS IN PROMOTIONS
6.1 The Purchaser shall not, without the prior written consent of FOHES, use for any advertising, promotional or commercial purpose (including without limitation any prize, competition, contest, lottery, auction, premium, giveaway or sweepstake) in any media: 1) any Tickets; 2) the name of FOHES or any Formula 1 Company; 3) the name of the Event; 4) the name of any other round of the Championship (or any abbreviation or foreign language version thereof); 5) any F1 or Formula 1 name or logo (including but not limited to the “Formula 1 Paddock Club™” or the “Paddock Club™” name or logo) (or any abbreviation or foreign language version thereof); or 6) the Facility (as defined under the 2021 Formula 1 Paddock Club™ Standard Terms and Conditions).
6.2 The Client shall not, without the prior written consent of FOHES, package or bundle any Ticket with any other hospitality, incentive, package, reward, benefit, product or offering of any kind.
6.3 The Purchaser shall not, without the prior written consent of FOHES, do any act or thing to imply or give the impression that: 1) it or its activities are connected to or endorsed by the Formula 1 Paddock Club™ or FOHES and its affiliates; or 2) it is a title sponsor of or supplier to, or is in any way associated or affiliated with or connected to, the Championship, the Event, the Facility or any Formula 1 Company.
7. NO ON-SELLING
7.1 The Purchaser shall not sell, offer to sell, on-sell, exchange for fee, reward or other valuable consideration, assign, sublet, encumber, license, sub-license, transfer, dispose of or otherwise deal with any of the rights, benefits or obligations contained in these Terms and Conditions nor sell or offer to sell any Ticket(s) to a third party without first obtaining the prior written consent of FOHES, such consent of which shall be at the sole discretion of FOHES and which may include such conditions as FOHES thinks fit.
7.2 Notwithstanding the provisions in Clause 7.1, Tickets may only be used by such persons as the Purchaser notifies STH of in writing on the Booking Form and as accepted by STH or such persons otherwise approved by STH.
8. Delay, Postponement and Cancellation of the Event
8.1 If the Event or any part thereof is cancelled (including being held behind closed doors or at a reduced capacity), postponed or relocated for any of the reasons referred to in clause 10.1, the 2021 Formula 1 Paddock Club™ Standard Terms and Conditions shall apply to the handling of the Tickets including potential refunds. If a refund of any Tickets is permitted in accordance with the 2021 Formula 1 Paddock Club™ Standard Terms and Conditions, the Purchaser shall be entitled to a refund as the purchaser of the Tickets.
8.2 Where a refund is sought, the Purchaser must bring this to the attention of STH as soon as reasonably possible upon becoming aware of the cancellation, postponement or relocation.
8.3 The Purchaser are advised to take out insurance to cover the risk and costs associated with a delay, interruption, rescheduling or postponed or cancelled Event.
9.1 Save as expressly provided in these Terms, all warranties, conditions or other terms implied by applicable laws or otherwise are excluded to the fullest extent permitted by law.
9.2 The Purchaser and each Ticket Holder (in its own name and on behalf of any minors using a Ticket bought by the Purchaser) accepts there are risks to its personal safety or property loss on the way to or from and outside of or within the Facility and the other sites at the Venue, and hereby agrees that, to the fullest extent permitted by applicable law, all risks and dangers which it may face or endure while attending any Event or participating in any hospitality activity shall be borne solely by itself and any claims against STH, FIA, FOHES, FOWC and their respective affiliates relating to such risks and dangers shall be waived in their entirety; provided, however, that nothing in this paragraph is intended to require a Purchaser or Ticket Holder to accept risks or dangers from, or waive rights to damages arising from, the gross negligence or wilful misconduct of STH, FIA, FOHES, FOWC and their respective affiliates.
9.3 The Purchaser acknowledges that STH’s sole role is as authorised distributor of Tickets. STH shall not be held responsible for the activities or omissions of FOHES, FIA, FOWC, their respective affiliates or any other person or entity not controlled by STH in relation to the provision of the Event, nor any loss or of damage to property of client or any property within the possession of the Purchaser or Ticket Holder which is lost or damaged in relation to the use of the Tickets to attend the Event.
9.4 Other than the specific remedies available to the Purchaser referred to above, STH shall not be liable to the Purchaser (or any of the Ticket Holders) by reason of any representation, or any implied warranty, condition or other term, or under the terms of the Customer Agreement, for any consequential loss or damage, any loss of profit (whether direct or indirect) or business or loss of future business or loss of enjoyment or otherwise, costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of STH, its employees or agents or otherwise) which arise out of or in connection with the supply of Tickets(s) (including Tickets) or their use.
9.5 Subject to clause 9.8, STH’s total liability to the Purchaser whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstance exceed the Total Fee paid in respect of the affected Tickets(s).
9.6 The Purchaser shall indemnify and hold STH harmless from and against all claims, costs, losses, damages, expenses, demands and liabilities suffered or incurred by STH as a result of a breach by the Purchaser (or by any Ticket Holders) of the Customer Agreement or in connection with, resulting from, or arising out of any and all acts or omissions of the Purchaser (or any Ticket Holder).
9.7 The Purchaser agree that the personal arrangements of the Purchaser and Ticket Holders in connection with the Tickets(s) and attendance at the Event (including, without limitation, travel and accommodation) are entered into by the Purchaser and the Ticket Holders at their own risk and that neither STH nor FOHES shall be liable for any costs, losses, loss of enjoyment or wasted expenditure (including, without limitation, any indirect and/or consequential loss or damage) suffered by the Purchaser or the Ticket Holders.
9.8 Nothing in this Customer Agreement is intended and nor shall it be construed as an attempt by any party to exclude or limit its liability for death or personal injury caused by its negligence, for its fraud or fraudulent misrepresentation or for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
10. Termination Events
10.1 The Purchaser agrees and acknowledges that, in the event of a breach of any term of the Customer Agreement, STH shall be entitled to:
(a) terminate the Customer Agreement in whole or in part;
(b) render null and void any applicable Ticket;
(c) enforce FOHES’ right to cancel and/or rescind the Ticket(s); or
(d) refuse entry into the Event and/or any Facility to the offending Purchaser and/or Ticket Holder, or eject the Purchaser and/or Ticket Holder from the Event and/or Facility;
(e) be regarded as discharged from any further obligations under the Customer Agreement; and
(f) pursue any additional or alternative remedies provided by law, except as otherwise provided in the Customer Agreement.
10.2 The Purchaser shall be entitled to cancel their Tickets solely in accordance with and as permitted under the 2021 Formula 1 Paddock Club™ Standard Terms and Conditions (including the Covid 19 Addendum). Any refunds or credits from such cancellation will be processed after STH receives the same from FOHES. Unless otherwise explicitly stated under these Terms, the Purchaser shall not be able to cancel or terminate the Customer Agreement (in whole or in part) for any other reason whatsoever.
10.3 STH shall be entitled to terminate the Customer Agreement if the Purchaser becomes subject to an Insolvency Event.
10.4 Termination of the Customer Agreement shall not affect the rights or liabilities of either party accrued prior to termination or any terms intended expressly or by implication to survive termination.
10.5 Those provisions of the Customer Agreement which in their nature are intended to survive termination hereto, shall continue to remain valid and effective after such termination.
11.1 Any communication to be given in connection with these Terms shall be in writing in English or Japanese and shall either be delivered by hand, or sent by registered post or courier service, or email to the address of the relevant party. The parties shall notify each other of such details at the time of the Purchaser booking. In the case of a change in the Purchaser’s contact details, the Purchaser shall promptly notify STH of the changed details. In the case of a change in STH’s contact details, these shall be posted on its website.
11.2 A communication sent according to clause 11.1 shall be deemed to have been received:
(a) if delivered by hand, at the time of delivery;
(b) if sent by registered post or courier service, on the second day after posting; or
(c) if sent by email, at the time of completion of transmission by the sender.
11.3 If, under the preceding provisions of clause 11.2, a communication would otherwise be deemed to have been received outside normal business hours in the place of receipt, being 9.30 am to 5.30 pm on a day other than a Saturday, Sunday or public holiday in Japan (a “Business Day”), it shall be deemed to have been received at 9.30 am on the next Business Day.
12. Entire agreement, no waiver, and amendments
12.1 The Customer Agreement constitutes the whole agreement and understanding between the parties with respect to the subject matter of the Customer Agreement and supersedes all prior agreements, negotiations and discussions between the parties relating to the subject matter of the Customer Agreement, including without limitation any previous proposal made to the Purchaser by STH or any request made by the Purchaser to STH. The Purchaser acknowledges that the Purchaser have not entered into the Customer Agreement in reliance on any statement or representation, whether or not made by STH, except in so far as the representation has been incorporated into the Customer Agreement.
12.2 No amendment to the Customer Agreement shall be effective unless made in writing and signed by the parties or their duly authorised representatives.
If any provision of the Customer Agreement is declared invalid or unenforceable by any court or authority of competent jurisdiction:
(a) all other provisions of the Customer Agreement shall remain in full force and effect and shall not in any way be impaired; and
(b) the parties shall meet and agree to a replacement provision which is as close as is legally permissible to the provision found invalid, or unenforceable.
14. Force Majeure
14.1 STH shall not be liable to the Purchaser or any Ticket Holder for its inability to perform any obligations under the Customer Agreement caused by a Force Majeure Event.
14.2 STH shall notify the Purchaser promptly when performance of its obligations under the Customer Agreement is able to resume after a Force Majeure Event.
15. Exclusion of Anti-Social Force
If STH and/or FOHES determines that a Purchaser (or any Ticket Holder) is related to a criminal organisation, a member of a criminal organisation, an associate member of a criminal organisation, a criminal organisation-related company, an extortionist who threatens to disrupt shareholder meetings, an activist who pursues illegal profits by disguising him/herself as a social activist, an activist who pursues illegal profits by disguising him/herself as a political activist, a criminal organisation-related group with specialised knowledge or any similar group or individual (commonly referred to as “Anti-Social Forces”), STH and/or FOHES may refuse to sell or deliver Tickets to such Purchaser, or may deny entry by such Purchaser (and/or Ticket Holder) into the Venue and/or Facility, or order the removal of such Purchaser (and/or Ticket Holder) from the Venue and/or Facility.
16. Personal Data
16.1 STH is the data controller of the personal data which is collected about the Purchaser (and the Purchaser’s Ticket Holders) in connection with the administration of any Tickets purchased from STH.
16.2 The personal data which STH collects includes the Purchaser’s (and any Ticket Holder’s) name and any other details the Purchaser provide (or is provided on the Purchaser’s behalf), such as contact details and any dietary requirements or mobility restrictions.
16.3 STH will use the Purchaser’s (and the Ticket Holder’s) personal data for the purposes of facilitating the booking of Tickets in accordance with these Terms and may share such data with FOHES in connection with the organisation and delivery of the 2021 Formula One Paddock Club™.
16.5 Provided the Purchaser have specifically granted consent in the Booking Form, the Purchaser’s personal data may be used by STH and/or FOHES (as applicable) in order to provide the Purchaser with future marketing materials.
If there is any conflict or ambiguity between the terms of the documents listed:
(a) these Terms;
(b) the 2021 Formula 1 Paddock Club™ Standard Terms and Conditions;
(c) the Booking Form; and
(d) the Invoice,
a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.
Reference translations of the Customer Agreement (in English or any languages other than Japanese) may be provided by STH. In all cases, the Japanese version of the Customer Agreement shall control and prevail over any translation into any language other than Japanese.
19. Governing law and jurisdiction
The Customer Agreement shall be governed by and interpreted in accordance with the laws of Japan, without reference to conflict of laws principles. Any dispute arising from or in connection with the Customer Agreement will be submitted to the exclusive jurisdiction of the applicable courts in Tokyo, Japan.
APPENDIX ONE – DEFINITIONS
In these Terms, the words and expressions set out below shall, unless the context otherwise requires, have the following meanings:
Booking Form means the standard form sent by STH to the Purchaser in relation to Tickets(s) as part of the ordering process;
Event means, in general, the relevant round of the 2021 Championship or part thereof (including days on which practice, qualifying and any support races take place) at which the hospitality services and benefits for the 2021 Formula One Paddock Club™ is operated by FOHES and to which the Ticket relates, and more specifically, that certain event as listed on the Booking Form (which for the avoidance of doubt, shall not include the Singapore Grand Prix or the Australian Grand Prix);
Event Documents means some or all of the following as provided by FOHES as part of the Tickets(s): (a) presentation wallet; (b) itinerary; (c) Venue location map; (d) hospitality pass for access to the relevant Hospitality Area; and (e) car park pass (where applicable);
2021 Formula 1 Paddock Club™ Standard Terms and Conditions means the Ticket Terms and Conditions and/or the Terms and Conditions for Hospitality Services at the Event (as applicable), and which for the avoidance of doubt includes the Covid 19 Addendum, all of which are available at FOHES’s website;
FIA means the Fédération Internationale de l’Automobile, place de la Concorde 8, 75008 Paris, France or such other address as it may from time to time operate from or any employee, representative, agent or contractor acting on the FIA’s behalf;
FOHES means Formula One Hospitality and Event Services Limited (company number 08445563) of No. 2 St James’s Market, London, England, SW1Y 4AH or such other address as it may from time to time operate;
FOWC means Formula One World Championship Limited (company number 04174493) of No. 2 St James’s Market, London, England, SW1Y 4AH or such other address as it may from time to time operate, and/or where the context requires shall include Formula One Management Limited (company number 01545332) of No. 2 St James’s Market, London, England, SW1Y 4AH (“FOM”), a direct subsidiary of FOWC;
Force Majeure Event means any event or circumstances beyond the reasonable control of STH (including, but not limited to, industrial or civil disputes, war, governmental action, riot, fire, flood, drought, other natural disaster or act of God, riot, crowd disorder, civil commotion, military operations, explosion, structural damage, terrorism (including the threat of terrorism), epidemics, pandemics, legislation, regulation, ruling or omission, shortage of power supplies, strike, lock-out, boycotts or other industrial action, etc.;
Ticket Holder means any person utilising a Ticket which is purchased by the Purchaser (which for the avoidance doubt may include the Purchaser itself);
Ticket(s) means a Ticket(s) provided by FOHES which is sold by STH to the Purchaser pursuant to the Customer Agreement, the use of which will allow the Ticket Holder to enjoy certain services to be provided by FOHES, including without limitation attendance at the Event and related hospitality services and benefits for the 2021 Formula One Paddock Club™;
Insolvency Event occurs when:
(a) a party becomes insolvent or is unable to pay its debts as they fall due;
(b) an order is made or resolution passed or purported to be passed for liquidation of a party, or a liquidator, a receiver, statutory manager, or similar official, is otherwise appointed to that party;
(c) a party suspends or threatens to suspend payment of its debts
(d) a party ceases to trade or carry on the whole or substantial part of its business;
(e) any security is enforced against the whole or a material part of a party’s assets or undertaking; or
(f) any other insolvency event or proceeding analogous to any of the foregoing occurring in relation to a party in any foreign jurisdiction;
Invoice means any invoice rendered to the Purchaser by STH in respect of Tickets purchased by the Purchaser from STH;
JCT means Japanese consumption taxes as appliable at the timing of the purchase by the Purchaser of the Tickets.
Total Fee means the price of the relevant Tickets as notified by STH ;
Prohibited Materials means:
(a) banners or other signs bearing (in the opinion of STH, FOHES or the Venue Operator) commercial, offensive or provocative messages;
(b) promotional and commercial objects and materials of whatever nature (including, but not limited to, documents, leaflets, badges, signs, symbols and banners, uniforms and clothing);
(c) any promotional or commercial items of whatever nature that incorporate the logos, branding, get-up of or slogans associated with the Purchaser or any of the Purchaser’s Ticket Holders; and
(d) any other objects or materials identified as such by the Venue Operator that may affect the reputation of STH, the FOHES, the Event or the Event’s official sponsors;
STH means STH Japan KK, a company incorporated and registered in Japan whose registered office is at Nippon Seinenkan Building. 8F, 4-1, Kasumigaokamachi, Shinjuku-ku, Tokyo, 160-0013, Japan
Purchaser means the end-customer that purchases (or otherwise obtains) Tickets(s) from STH;
Venues means the location at which the Event is taking place; and
Venue Operator means:
(a) the owner and/or operator of a Venue or Hospitality Area and their personnel;
(b) stewards or other officials at a Venue or Hospitality Area; and
(c) police officers or other law enforcement or security officials at a Venue or Hospitality Area.