Rehearsal Booker Ltd. provides a subscription service that allows our clients to feature their services on the Rehearsal Booker Ltd. website and receive booking requests from musicians.
1.1. Your Rehearsal Booker Ltd. membership will continue either month-to-month or year-to-year, depending on whether you choose Monthly or Annual subscription, until terminated. To use the Rehearsal Booker Ltd. service you must provide us with one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party. Unless you cancel your membership before your monthly billing date, you authorize us to charge your next month’s membership fee to your Payment Method (see “Cancellation” below).
1.2. As part of the Rehearsal Booker Ltd. service you will receive one free booking enquiry (lead) per month. In the event that you receive no more than one booking request in a 30 day period, you will be refunded for the given month. The refund will be processed within 30 days after the month in which you received fewer than two booking requests.
1.3. We may offer a number of membership plans, including special promotional plans or memberships offered by third parties in conjunction with the provision of their own products and services. Some membership plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you.
Free Trials and introductory periods
2.1. Your Rehearsal Booker Ltd. membership may start with a free trial. The free trial period of your membership lasts for one month, or as otherwise specified during sign-up and is intended to allow new members and certain former members to try the service. You may also be offered to pay for the first two months by transferring your monthly fee to the Rehearsal Booker Ltd. bank account, as a trial before setting up a Direct Debit.
2.2. Free trial eligibility is determined by Rehearsal Booker Ltd. at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. Members of companies with an existing or recent Rehearsal Booker Ltd. membership are not eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent Rehearsal Booker Ltd. membership to determine eligibility. For combinations with other offers, restrictions may apply.
2.3. We will charge your Payment Method for your monthly membership fee at the end of the free trial period unless you cancel your membership prior to the end of the free trial period.
Billing and Cancellation
3.1. Billing Cycle. The membership fee for the Rehearsal Booker Ltd. service and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged on a monthly basis to your Payment Method on the calendar day corresponding to the commencement of the paying portion of your membership. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your paid membership began on a day not contained in a given month.
3.2. Payment Methods. To use the Rehearsal Booker Ltd. service you must provide one or more Payment Methods. You can update your Payment Methods by contacting email@example.com. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s). You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
3.3. Cancellation. You can cancel your Rehearsal Booker Ltd. membership at any time. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial-month membership periods. To cancel, please write to firstname.lastname@example.org. If you cancel your membership, your services will be removed from all Rehearsal Booker Ltd. services at the end of your current billing period.
3.4. Changes to the Price and Subscription Plans. We may change our subscription plans and the price of our service from time to time; however, any price changes or changes to our subscription plans will apply to you no earlier than 30 days following notice to you.
4.4. Electronic Communications. We will send you information relating to your account (e.g. payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration.
General Delivery Terms
These general delivery terms (the “Terms”) form an integral part of the Studio Agreement (the “Studio Agreement” and together with the Terms, “Agreement”) entered into between a Studio and Rehearsal Booker Ltd. (each a “Party” and collectively the “Parties”).
In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:
“Rehearsal Booker Ltd. Platform” means the website(s), apps, tools, platforms or other devices of Rehearsal Booker Ltd. on which the Service is made available.
“Customer Service” means the customer service desk of Rehearsal Booker Ltd. which can be reached at email@example.com or such other address as set out in this Agreement.
“Data Controller” means a natural or legal person which alone or jointly with others determines the purposes and means of the processing of Personal Data.
“Direct Debit” means the instruction given by the Studio to its bank such that Rehearsal Booker Ltd. is authorized to collect the relevant amount under this Agreement directly from the bank account of the Studio.
“Extranet” means the online portal through which providers can manage their content and information about their services. This is not yet available for use. Studio owners and providers will be notified when the Extranet is available for use.
“Force Majeure Event” means any of the following events affecting multiple Musicians and multiple Studios: act-of-God, volcanic eruptions, (natural) disaster, fire, (acts of) war, hostilities or any local or national emergency, invasion, compliance with any order or request of any national, provincial, port or other public authority, government regulation or intervention, military action, civil war or terrorism, (biological, chemical or nuclear) explosion, rebellion, riots, insurrection strikes, civil disorder (or the material or substantial threat or justified apprehension of any of the foregoing events), curtailment of transportation facilities, close down of airports or any other exceptional and catastrophic event, circumstance or emergency, making it impossible, illegal or prevents Musicians from travelling to or using the Studio.
“Musician” means a visitor of the Platforms or a customer using the Studio.
“Intellectual Property Right” means any patent, copyright, inventions, database rights, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (under whatever extension, e.g. .com, .nl, .fr, .eu, etc.) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.
“Marketed Online” means marketed to the general public online by any means, including on mobile applications. This definition excludes in particular email, SMS and instant messaging communications that are not aimed at the general public.
“Offline Channel” means a channel that does not involve the use of the internet, such as bookings made in person at a Studio’s reception, by telephoning a Studio, or at a bricks and mortar agency.
“OTA” means any online reservation service that is not controlled, directly or indirectly by the Studio or the chain (whether integrated or not) to which this Studio belongs.
“Personal Data” means any information relating to an identified or identifiable natural person (including Customer Data and credit card data).
“Platforms” means the website(s), apps, tools, platforms and/or other devices of Rehearsal Booker Ltd. and its affiliated companies and business partners on or through which the Service is (made) available.
“Published Online” means made available to the general public online by any means, including on mobile applications. In the case of rates, publication includes the display of the actual rates or sufficient detail for the consumer to calculate rates (e.g. xx% off, $yy discount).
“Service” means the online studio reservation system of Rehearsal Booker Ltd. through which Studios can make their rooms available for reservation, and through which Musicians can make reservations at such Studios, the Facilitated Payment, customer service and the Communication Service.
“System” means the (XML) system that Studios can access to use and utilize the services, functionalities and administration of the Studio on the Platform (including rates, booking policies, etc.).
“Unpublished” means not Published Online.
- Studio OBLIGATIONS
2.1 Studio Information
2.1.1 Information provided by the Studio for inclusion on the Platforms shall include information relating to the Studio (including pictures, photos and descriptions), its amenities and services and the rooms available for reservation, details of the rates (including all applicable taxes, levies, surcharges and fees) and availability (only if your studio’s calendar is integrated), cancellation and no-show policies and other policies and restrictions (the “Studio Information”) and shall comply with formats and standards provided by Rehearsal Booker Ltd..
2.1.2 The Studio represents and covenants that the Studio Information shall at all times be true, accurate and not misleading. The Studio is at all times responsible for a correct and up-to-date statement of the Studio Information, including additional availability of rooms for certain periods or any extraordinary (material adverse) events or situations (e.g. renovation or construction at or near the facility). The Studio shall update the Studio Information on a frequent basis as may be required and may – at any time – change the rate of its available rooms bookable, and (ii) the number or type of available rooms, by emailing firstname.lastname@example.org.
2.1.3 The information provided by the Studio for the Platforms shall remain the exclusive property of the Studio. Information provided by the Studio may be edited or modified by Rehearsal Booker Ltd. and subsequently be translated into other languages, whereas the translations remain the exclusive property of Rehearsal Booker Ltd.. The edited and translated content shall be for the exclusive use by Rehearsal Booker Ltd. on the Platforms and shall not be used (in any way or form) by the Studio for any other distribution or sales channel or purposes. Changes to or updates of the descriptive information of the Studio are not allowed unless prior written approval has been obtained from Rehearsal Booker Ltd..
2.1.4 Unless Rehearsal Booker Ltd. agrees otherwise, all changes, updates and/or amendments of the Studio Information (including rates, availability, rooms) shall be made by the Studio directly and on-line through the Extranet or such other ways as Rehearsal Booker Ltd. may reasonably indicate, including doing this via communication with Rehearsal Booker Ltd. staff. Updates and changes in respect of pictures, photos and descriptions will be as soon as reasonably possible processed by Rehearsal Booker Ltd..
2.2.1 The Studio shall give Rehearsal Booker Ltd. Rate and Conditions Parity. “Rate and Conditions Parity” means the same or better rates for the same Studio, same room type, same dates, same time, same number of Musicians, same or better amenities, same or better restrictions and policies such as reservation changes and cancellation policy as made available by the Studio.
Rate and Conditions Parity does not apply in respect of rates and conditions:
– offered on any other OTA;
– offered on Offline Channels, provided that these room rates are not Published Online or Marketed Online; and /or
– that are Unpublished, provided that these room rates are not Marketed Online.
2.2.2 The restrictions and conditions (including the room price) for rooms made available for reservation on the Rehearsal Booker Ltd. Platform shall at all times be in accordance with Clause 2.2.1 and make sense for all parties involved (including consumers).
2.2.3 Rehearsal Booker Ltd. shall be entitled to give a discount on the service price.
2.2.4 Within the spirit of this Agreement and subject at all times to Clause 2.2.1, the Studio agrees to give, for each calendar date, (subject to availability) some availability for all rooms and room types and is encouraged to provide Rehearsal Booker Ltd. with fair access to all rooms and room types (including various applicable policies and restrictions) and rates available during the term of the Agreement (during periods of low and high demand (including during fairs, congresses and special events)).
2.3.1 For studios using the commission model services, reservations made on the Platforms by a Musician for a Room, the Studio shall pay Rehearsal Booker Ltd. a commission (the “Commission”) calculated in accordance with Clause 2.3.2. Payment shall be made in accordance with Clause 2.4.
2.3.2 The aggregate Commission per reservation is equal to the multiple of (i) the number of available slots used at the Studio by the Musician, (ii) the booked rate per room per session (including VAT, sales taxes and such other applicable national, governmental, provincial, state, municipal or local taxes or levies (the “Taxes”)) and such other extras, fees and surcharges which are included in the offered rate at the time of booking of the room by a Musician on the Platforms, extra equipment, equipment hire, service fees, etc.), (iii) the number of booked rooms by the Musician, and (iv) the 10% Commission percentage set out in the Agreement (plus VAT/taxes (if applicable)). For the avoidance of doubt, in the event of payment of the room price by the Musician to the Studio in accordance with Clause 4.4 (Facilitated Payment), Rehearsal Booker Ltd. shall calculate the Commission in the event of no-show or cancellation in accordance with Clause 4.4.8, in all other events Commission will be charged in the event of overbooking or a no-show (unless the Studio has notified Rehearsal Booker Ltd. of the relevant no-show within 2 business days after the scheduled date of the session of the Musician) or a charged cancellation (cancellation in violation of the free cancellation policy of the Studio) and shall be calculated in accordance with the confirmed booking.
2.3.3 Unless agreed otherwise in the Agreement, the rate shown to Musicians on the Platforms shall be inclusive of VAT, sales tax, charges and all such other (national, governmental, provincial, state, municipal or local) taxes, fees, charges or levies (to the extent that such other taxes, fees and levies can be reasonably calculated upfront without further information).
2.3.4 In the event that pursuant to (amendment or entering into force of) the applicable law, rules and legislation applicable to the Studio, the rates must be shown to Musicians inclusive of VAT, sales tax and all such other (national, governmental, provincial, state, municipal or local) taxes, fees or levies, the Studio shall adjust the rates through the Extranet (or by contacting one of the Rehearsal Booker Ltd. team) in accordance with the terms of Clause 2.1.2 and 2.1.4 as soon as possible, but in any event within 5 business days after (i) amendment or entering into force of the relevant law, rules and legislation in this respect applicable to such Studio, or (ii) notification thereof by Rehearsal Booker Ltd..
2.3.5 When available, the Extranet will show details of all reservations made at the Studio through the Platforms and the corresponding Commission. On the 1st day of each month, an online reservation statement (the “Online Reservation Statement”) will be available on the Extranet showing the reservations of all Musicians whose date of departure fell in the previous month. Before the Extranet is made available by Rehearsal Booker Ltd. the details of reservations will be shared manually with the Studio.
2.4 Payment Commission
2.4.1 Commission for bookings in a calendar month that contains the (scheduled) departure date and time of the Musician in such month will be invoiced (save for free cancellations made through Rehearsal Booker Ltd. and in accordance with the cancellation policy of the Studio) and paid in the subsequent month in accordance with the following terms:
(a) Invoices are processed on a monthly basis and may be sent to the Studio online or by mail, fax or e-mail (at the discretion of Rehearsal Booker Ltd.).
(b) The Commission invoiced in respect of a month shall be paid by the Studio within 14 days from the invoice date.
(c) Payment shall be made by the Studio directly to Rehearsal Booker Ltd. by means of Direct Debit, or in case this is not available in the banking system of the bank where the payment is made from, by wire transfer (to such bank account as identified by Rehearsal Booker Ltd.). Rehearsal Booker Ltd. may from time to time settle (the relevant part) of the invoice in accordance with Clause 4.4 for reservations of which the payment has been made in accordance with Clause 4.4. For the avoidance of doubt, other means of payment (such as by cheque or via “payment agencies”) cannot be processed by Rehearsal Booker Ltd. and therefore will not be accepted. The Studio shall bear all costs as charged by the banks for the transfer of the funds.
(d) All Commission payments to be made under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If the Studio is compelled to make any such deduction or withholding, it will pay to Rehearsal Booker Ltd. such additional amounts as are necessary to ensure receipt by Rehearsal Booker Ltd. of the full (net) amount as set out in the invoice which Rehearsal Booker Ltd. would have received but for the deduction. The Studio is responsible and liable for the payment and remittance of any taxes, levies, imports, duties, charges, fees and withholdings over and above the full (net) Commission payment due from the Studio to Rehearsal Booker Ltd..
(e) The commission invoiced in respect of a month shall be paid by the Studio in the relevant currency (and if applicable at the exchange rate) as specified in the invoice. Rehearsal Booker Ltd. may at its sole discretion prepare invoices either in a major currency (e.g. EUR/USD) or the relevant local currency of the Studio and subsequently convert the relevant final amount in the local currency or a major currency on the basis of the exchange rate of the last day of the relevant month for which the invoice is issued (and not on the day of checkout). The exchange rate used shall be the interbank rate (closing rate as per 4PM EST) as used or promulgated by major international financial banks or service companies from time to time selected by Rehearsal Booker Ltd..
2.4.2 The Studio is responsible for withholding and reporting relevant taxes (i.e. mentioned above in 2.4.1 under d) applicable to the Commission due to Rehearsal Booker Ltd. according to the relevant tax regulations and the practices and requests of the tax authorities. The Studio shall bear and be responsible for the payment and remittance of the taxes applicable to the Commission (payments) and the associated late payment interests and penalties imposed by the tax authority for failing to withhold and report any taxes applicable to the Commission. If required, the Studio shall be solely responsible to negotiate and agree with the relevant tax authorities on the tax treatments of the Commission (payments). The Studio shall upon first request of Rehearsal Booker Ltd. provide Rehearsal Booker Ltd. with (photo/scanned-) copies of tax payment certificates/tax exemption certificates upon each remittance of the Commission. The Studio represents and covenants that it is duly registered with all relevant tax authorities (including applicable statutory (local) revenue collection authorities) as a studio or other Studio provider.
2.4.3 In the event of a dispute between Rehearsal Booker Ltd. and the Studio (e.g. on the amount of the Commission), any undisputed amount of the Commission will be paid in accordance with the terms of this Agreement, notwithstanding the status or nature of the dispute.
2.4.4 In the case of late payment, Rehearsal Booker Ltd. reserves the right to claim statutory interest, to suspend its service under the Agreement (e.g. by suspending the Studio from the Platforms), and/or to ask for a bank guarantee or other form of financial security from the Studio.
2.4.5 The Studio shall upon first request of Rehearsal Booker Ltd. pay a deposit which amount shall be equal to minimum the sum of the 3 highest invoices of operations with Rehearsal Booker Ltd. or such other amount as determined by Rehearsal Booker Ltd. at its discretion (the “Deposit”). The Deposit will be held by Rehearsal Booker Ltd. as a security for performance of the (payment) obligations of the Studio under the Agreement. Upon termination of this Agreement, the Deposit, or any balance thereof after deducting outstanding Commission, shortfall payments and other costs due to Rehearsal Booker Ltd. will be repaid to the Studio within 30 days after settlement in full of the outstanding obligations and liabilities (including the payment of the outstanding Commission). Upon first request of Rehearsal Booker Ltd., the Studio shall pay as further Deposit such additional amount as requested by Rehearsal Booker Ltd. if the outstanding Commission exceeds the Deposit or if the Studio frequently fails to pay the Commission when due. At any point during the term of the Agreement, Rehearsal Booker Ltd. will monitor the (payment) performance of the Studio and may decide to repay the Deposit to the Studio after review (used criteria at Rehearsal Booker Ltd. discretion).The amount of the Deposit shall in no way limit or cap the liability of the Studio under this Agreement. The Deposit shall not bear any interest.
2.5 Reservation, Musician Reservation, complaints and We Price Match
2.5.1 When a reservation is made by a Musician on the Platform, the Studio shall receive a confirmation for every reservation made via Rehearsal Booker Ltd., which confirmation shall include the date of arrival, the duration of the session, the room type, the room rate, the Musician’s name and address (collectively “Customer Data”) and such other specific request(s) made by the Musician. Rehearsal Booker Ltd. is not responsible for the correctness and completeness of the information (including credit card details) and dates provided by Musicians and Rehearsal Booker Ltd. is not responsible for the payment obligations of the Musicians relating to their (online) reservation. For the avoidance of doubt, the Studio shall on a regular basis check and verify on the Extranet (when this is built and available) the status of the reservations made.
2.5.2 By making a reservation through the Platforms a direct contract (and therefore legal relationship) is created solely between the Studio and the Musician (the “Musician Reservation”).
2.5.3 The Studio is bound to accept a Musician as its contractual party, and to handle the online reservation in compliance with the Studio Information (including rate) contained on the Platforms at the time the reservation was made and the reservation confirmation, including any supplementary information and/or wishes made known by the Musician.
2.5.4 Other than the fees, extras and (sur-)charges as set out in the confirmed booking, the Studio may charge the customer any transaction/administration fee or charge for the use of any payment method (e.g. credit card charge). This should be charged in the currencies accepted by the studio or supplier and must be a legal payment method.
2.5.5 Complaints or claims in respect of (the products or service offered, rendered or provided by) the Studio or specific requests made by Musicians are to be dealt with by the Studio, without mediation by or interference of Rehearsal Booker Ltd.. Rehearsal Booker Ltd. is not responsible for and disclaims any liability in respect of such claims from the Musicians. Rehearsal Booker Ltd. may at all times and at its sole discretion (a) offer customer (support) services to a Musician, (b) act as intermediate between the Studio and a Musician, (c) provide -at the costs and expenses of the Studio- alternative Studio of an equal or better standard in the event of an overbooking or other material irregularities or complaints in respect of the Studio, or (d) otherwise assist a Musician in its communication with or actions against the Studio.
2.6 Overbooking and cancellation
2.6.1 The Studio shall provide the rooms booked and in the event that the Studio is not able to meet its obligations under this Agreement for any reason whatsoever, the Studio shall promptly inform Rehearsal Booker Ltd. via Customer Service (email@example.com; whereas the subject line of each email shall state “overbooking”). Unless Rehearsal Booker Ltd. has arranged for alternative Studio (to be verified by the Studio with Rehearsal Booker Ltd.), the Studio will use its best endeavours to procure alternative arrangements of equal or superior quality at the expense of the Studio and in the event that no Room is available on arrival, the Studio will:
(a) find suitable alternative Studio of an equal or better standard to the Studio holding the Musician‘s guaranteed booking;
(b) provide free private transportation to the alternative Studio for the Musician and other members of the Musician’s party who are listed in the Musician’s guaranteed booking, and
(c) reimburse and compensate Rehearsal Booker Ltd. and/or the Musician for all reasonable costs and expenses (e.g. costs alternative Studio, transportation, telephone costs) made, suffered, paid or incurred by the Musician and/or Rehearsal Booker Ltd. due to or caused by the overbooking. Any amount charged by Rehearsal Booker Ltd. in this respect shall be paid within 14 days after receipt of the invoice.
2.6.2 The Studio is not allowed to cancel any online reservation.
2.6.3 Cancellations made by Musicians before the time and date beyond which a cancellation fee applies will not attract commission. Cancellations made by Musicians after the time and date beyond which a cancellation fee applies will attract commission in accordance with the terms of this Agreement.
2.7 Credit Card guarantee
2.7.1 Save for reservations paid through Facilitated Payment (in which event this Clause 2.7 is not applicable), guarantee of the booking is based on the policy of the studio, which may include full upfront payment, a deposit policy or otherwise. The Studio shall at all times accept all major credit cards (including Master Card, Visa and American Express). The Studio is responsible for the verification of the validity of these credit card details, the (pre) authorization of the credit card and the limit of credit on the dates booked. The Studio shall upon receipt of a booking, promptly verify and pre-authorize the credit card. If the credit card offers no guarantee, the Studio will immediately notify Rehearsal Booker Ltd., which subsequently invites the Musician to guarantee the booking in an alternative manner. If the Musician is unable or unwilling to do this, Rehearsal Booker Ltd. may cancel the booking upon request of the Studio. If the credit card (or any alternative guarantee made by the Musician) is not effective or valid for any reason, this shall always be at the risk and for the account of the Studio. Bookings which are cancelled by Rehearsal Booker Ltd. pursuant to this Clause 2.7.1 will not attract any Commission.
2.7.2 The Studio which wishes to take payment from the credit card before the date of check-in must ensure that the up-front payment condition (including the (special) rate restrictions, terms and conditions for or connected with such pre-payment) are clearly explained to Musicians in the information made available to the Musician prior to making a reservation and included in the Studio Information.
2.7.3 The Studio shall be responsible for charging the Musician for the consumed stay, no show fee or charged cancellation (including applicable Taxes for which the Studio shall be liable and remit to the relevant tax authorities). Credit cards shall be charged in the same currency as set out in the reservation. To the extent that this is not possible, the Studio may charge the credit card of the Musician in a different currency with a reasonable and fair exchange rate.
2.7.4 In the event of offering rooms at cash payment only, no credit card details will be made available by Rehearsal Booker Ltd. to the Studio (each a “Cash Only Studio” or “COA”) as guarantee for the booking.
2.8 Personal Data
2.8.1 The Studio is required to comply, and to have its service providers comply on an ongoing basis, with the requirements, compliance criteria and validation processes as set forth in the Payment Card Industry (“PCI”) Data Security Standard as promulgated from time to time by the major credit card companies.
2.8.2 The Studio acknowledges that it is responsible for the security of Personal Data it processes within the context of this Agreement and Rehearsal Booker Ltd. acknowledges that it is responsible for the security of Personal Data it processes within the context of this Agreement.
2.8.3 The Studio acknowledges and accepts that Rehearsal Booker Ltd. may from time to time as part of its service to the Musician and Studio and in order to protect the Musician against any (potential or threatening) data breach or other fraudulent activities (e.g. phishing) on the side of the Studio, facilitate the communication between the Musician and the Studio (the “Communication Service”) through its system (including any required process, storage, receipt, access, insight and screening of such communication by Rehearsal Booker Ltd.). To the extent Rehearsal Booker Ltd. processes Personal Data related to the Studio, such Personal Data shall be processed by Rehearsal Booker Ltd. in accordance with the Rehearsal Booker Ltd. Privacy and Cookies Policy for Studio Providers. The Studio hereby irrevocably and unconditionally agrees and consents to the processing of Personal Data by Rehearsal Booker Ltd. and warrants that it has duly and diligently informed (and if required by applicable laws, obtained the written consent of) its employees, agents, representatives, staff members and other individuals of/for/when using the Communication Service for or on the Studio’s behalf (including the process, receipt, insight, storage, screening and access of such communication by Rehearsal Booker Ltd.).
When ready Rehearsal Booker Ltd. will provide the Studio with a user ID and password which allows the Studio to access the Extranet. The Studio shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the Extranet. The Studio shall immediately notify Rehearsal Booker Ltd. of any (suspected) security breach or improper use.
2.10 Force Majeure Event
In the event of a Force Majeure Event, the Studio shall not charge (and shall repay (if applicable)) the Musicians affected by the Force Majeure Event any fee, costs, expenses or other amount (including the (non-refundable) rate or the no-show, (change of) reservation or cancellation fee) for (i) any cancellation or change of the reservation made by the Musicians, or (ii) that part of the reservation that was not consumed, due to the Force Majeure Event. In the event of reasonable and justified doubt, the Studio may ask a Musician to provide reasonable evidence of the causality between the Force Majeure Event and cancellation, no-show or change of reservation (and provide Rehearsal Booker Ltd. upon request with a copy of such evidence). In order for Rehearsal Booker Ltd. to register any cancellation, no-show or amendment of the reservation due to a Force Majeure Event, the Studio shall inform Rehearsal Booker Ltd. within 2 business days after (a) the scheduled check out date of the no-show or cancellation, or (b) check out, the number of days actually stayed. Rehearsal Booker Ltd. will not charge any commission in the event of a registered no-show or cancellation or over that part of the booking which is not consumed due to the Force Majeure Event.
3.1 The Studio hereby grants Rehearsal Booker Ltd. a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable):
(a) to use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display those agreed upon elements of the Intellectual Property Rights of the Studio as provided to Rehearsal Booker Ltd. by the Studio pursuant to this Agreement and which are necessary for Rehearsal Booker Ltd. to exercise its rights and perform its obligations under this Agreement;
(b) to use, reproduce, have reproduced, process, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy and make available to the public in any manner whatsoever) the Studio Information.
3.2 Rehearsal Booker Ltd. may sublicense, make available, disclose and offer the Studio Information (including the relevant Intellectual Property Rights) of the Studio and special offers made available by the Studio on the Platforms and all such further rights and licenses set out in this Agreement via or in collaboration with (the websites, apps, platform, tools or other devices of) affiliated companies and/or third parties (the “Third Party Platforms”).
3.3 In no event shall Rehearsal Booker Ltd. be liable to the Studio for any acts or omissions on the part of any Third Party Platforms. The sole remedy for the Studio in respect of such Third Party Platforms is (i) to request Rehearsal Booker Ltd. (which has the right and not the obligation) to disable and disconnect with such Third Party Platform, or (ii) termination of this Agreement, all in accordance with the terms of this Agreement.
- RANKING, Musician REVIEWS, MARKETING AND FACILITATED PAYMENT (AGENCY) MODEL
4.1.1 The order in which the Studio is listed on the Platforms (the “Ranking”), is determined automatically and unilaterally by Rehearsal Booker Ltd.. Ranking is based on and influenced by various factors, including but not limited to the commission percentage (to be) paid by the Studio, the minimum availability stated by the Studio, the number of bookings related to the number of visits to the relevant Studio page on the Platform (the “Conversion”), the volume realized by the Studio, the ratio of cancellations, the Musician review scores, the customer service history, the number and type of complaints from Musicians and the on-time payment record of the Studio.
4.1.2 The Studio has the possibility to influence its own ranking by changing the commission percentage and availability for certain periods, and continuously improving the other factors. The Studio shall not make any claim against Rehearsal Booker Ltd. regarding the Ranking of Studio; the Ranking system is automated. The automated Ranking (as defined hereafter) system uses on-time payment as a factor so failure to pay Commissions on-time will result in a reduced Ranking.
4.2 Musician reviews
4.2.1 Musicians which have stayed at the Studio will be asked by Rehearsal Booker Ltd. to comment on their stay at the Studio and to provide a score for certain aspects of their stay.
4.2.2 Rehearsal Booker Ltd. reserves the right to post these comments and scores on the Platforms. The Studio acknowledges that Rehearsal Booker Ltd. is a distributor (without any obligation to verify) and not a publisher of these comments.
4.2.3 Rehearsal Booker Ltd. undertakes to use its best efforts to monitor and review Musician reviews in respect of obscenities or the mention of an individual’s name. Rehearsal Booker Ltd. reserves the right to refuse, edit or remove unfavourable reviews in the event that such reviews include obscenities or mention an individual’s name.
4.2.4 Rehearsal Booker Ltd. will not enter into any discussion, negotiation or correspondence with the Studio in respect of (the content of, or consequences of the publication or distribution of) the Musician reviews.
4.2.5 Rehearsal Booker Ltd. shall not have and disclaims any liability and responsibility for the content and consequences of (the publication or distribution of) any comments or reviews howsoever or whatsoever.
4.2.6 The Musician reviews are for exclusive use by Rehearsal Booker Ltd. and can be made available on such Platforms as from time to time made available to by Rehearsal Booker Ltd.. Rehearsal Booker Ltd. exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) the Musician reviews and the Studio is not entitled to (directly or indirectly) publish, market, promote, copy, scrape, (hyper-/deep)link to, integrate, obtain, utilize, combine, share or otherwise use the Musician reviews without prior written approval of Rehearsal Booker Ltd..
4.3 (Online) marketing and PPC advertising
4.3.1 Rehearsal Booker Ltd. is entitled to promote the Studio using the Studio’s name(s) in online marketing, including email marketing and/or pay-per-click (PPC) advertising. Rehearsal Booker Ltd. runs online marketing campaigns at its own costs and discretion.
4.3.2 The Studio is aware of the working methods of search engines, such as spidering of content and ranking of URLs. Rehearsal Booker Ltd. agrees that if the Studio becomes aware of behaviour by Third Party Platforms that breaches the Studio’s Intellectual Property Rights, then the Studio will notify Rehearsal Booker Ltd. in writing with details of the conduct and Rehearsal Booker Ltd. will use its commercially reasonable endeavours to ensure that the relevant third party takes steps to remedy the breach.
4.3.3 The Studio agrees not to use, display, benefit from, include, utilize, refer to or specifically target the Rehearsal Booker Ltd. brand/logo (including trade name, trade mark, service mark or other similar indicia of identity or source) whether directly through keyword purchases that use Rehearsal Booker Ltd.’s Intellectual Property Rights, for price comparison purposes or any other purposes (whether on the Studio platform or any third party platform, system or engine or otherwise), unless approved in writing by Rehearsal Booker Ltd.. The Studio shall not (directly or indirectly) use or create any (pay-per-click) advertisement on (meta)search sites which advertisement (re)directs and links to the relevant Studio landing page on the Platforms where the Studio is advertised, promoted and/or included (no double serving).
4.4 Facilitated Payment
4.4.1 The Studio agrees and acknowledges that Rehearsal Booker Ltd. may (at all times as agent) – from time to time and in certain jurisdictions and for certain properties facilitate certain payment methods for the (pre-/down) payment of the Room Price (as defined below) by Musicians to the Studio pursuant to which (as available) bank transfer, credit card payments or other forms of online payment can be made and processed for and on behalf of the Studio (by means of full and final settlement of payment) (the “Facilitated Payment”). Rehearsal Booker Ltd. may from time to time engage a third party to facilitate and process the payment (the “Payment Processor”). The Facilitated Payment service is offered free of charge.
4.4.2 The Studio agrees and acknowledges that for each reservation, the relevant total amount of the reservation (including all applicable Taxes, fees, extra’s and add-ons made or included during the reservation process to the extent disclosed to Rehearsal Booker Ltd. by the Studio (unless indicated otherwise by Rehearsal Booker Ltd.)) will be collected and processed by the Payment Processor (the relevant amount hereafter the “Room Price”) in accordance with the applicable payment policy of the Studio for the relevant reservation and disclosed on the Platform.
4.4.3 The Studio agrees and acknowledges that Rehearsal Booker Ltd. may from time to time use and utilise the Facilitated Payment (including other (online) payment methods such as virtual credit cards) for ( i ) (pre-/down) payment of the Room Price by the Musician to the Studio through the Payment Processor in final settlement of such payment, and (ii) settlement and payment of (a) the due and outstanding Commission by setting off the due and outstanding Commissions for reservations that have been paid in accordance with Clause 4.4, and (b) such other amounts due by the Studio to Rehearsal Booker Ltd. with the total amount of all the Room Prices processed at any time through the Payment Processor. Insofar there are insufficient funds to settle and pay all amounts due to Rehearsal Booker Ltd., Rehearsal Booker Ltd. shall be entitled to collect the relevant deficit by means of Direct Debit (if available), set off with the Deposit (if applicable) or the Studio shall upon first request of Rehearsal Booker Ltd. pay the relevant deficit to such bank account as from time to time identified by Rehearsal Booker Ltd.. Rehearsal Booker Ltd. is entitled to use the Facilitated Payment to settle and set off with any Commission due to Rehearsal Booker Ltd..
4.4.4 The Studio agrees and acknowledges that it is –at all times– responsible for the collection, reporting, remittance, withholding and payment to the relevant (tax) authorities (as applicable) of the relevant Taxes, (sur)charges, extra’s and fees over the Room Price (including the relevant Taxes, (sur)charges, extras, amounts and fees not included in the Room Price) and remittance, withholding and payment (as applicable) of the Taxes over the Commission, to the relevant tax authorities. Unless Rehearsal Booker Ltd. has indicated that certain Taxes, fees, charges add-ons or other amounts are not included Room Price (the “Excluded Elements”), the Studio shall not further charge, request payment of or collect any amount from the Musician that has not already been included in the Room Price (save for the Excluded Elements (if applicable)).
4.4.5 In order to transfer the relevant collected amount (after deducting and set-off (if applicable) with the due and outstanding Commissions (if permitted), fees, costs and expenses and such other amounts due to Rehearsal Booker Ltd.) (the “Net Amount”), the Studio shall provide Rehearsal Booker Ltd. with the relevant bank details to which the relevant amount shall be paid or be provided with a virtual credit card (the :”Virtual Card”) to collect the relevant funds. The Virtual Card may be authorized or charged as per the date of reservation. For payment via bank transfer: Rehearsal Booker Ltd. or the Payment Processor shall transfer the Net Amount to the Studio within 14 days after the end of the month in which the Musician finished their session. The Studio acknowledges that the first payment shall only be made upon materialization of the first reservation(s). Payment of the Room Price may at all times without notice be suspended in the event of (alleged or suspected) (credit card) fraud or breach of contract. The Studio accepts and acknowledges that due to fluctuating currency exchange rates and costs/fees charged by banks, credit card companies and other intermediaries (for the collection, processing and paying the relevant funds), there may be differences between Room Price (as uploaded by the Studio in the system), the collected amount and the amount paid to the Studio. The Studio shall bear the currency exchange risk and the costs and fees as charged by its banks for the receipt and conversion of the Room Price. The funds held by the Payment Processor or any other party for and on behalf of the Studio will not bear any interest. The relevant funds on the Virtual Card shall be available for collection by the Studio for a period of 6 months after the date of check out.
4.4.6 In the event of (alleged) fraudulent activities by the Studio or if Rehearsal Booker Ltd. is required by law, court order, (semi) governmental instruction or orders, arbitrational decision (or similar ruling), subpoena or cancellation policy to make a refund, of all or part of the Room Price (or insofar otherwise reasonable and fair), Rehearsal Booker Ltd. reserves the right to claim from the Studio repayment of such amount (re)paid to Musician, but received by the Studio (which payment shall be made within 14 days after a request by Rehearsal Booker Ltd.).
4.4.7 Insofar the Studio agrees to a refund of a wholly or partly paid non-refundable Room Price (or part thereof), Rehearsal Booker Ltd. shall be entitled to settle on behalf of the Studio the relevant amount paid to the Musician with other amounts collected by the Payment Processor or – if requested by the Studio and approved by Rehearsal Booker Ltd. – the relevant amount shall be paid and transferred to Rehearsal Booker Ltd. within 14 days upon approval by Rehearsal Booker Ltd. and Rehearsal Booker Ltd. shall transfer the relevant amount to the Musician as soon as possible from an organisational and technical point of view as of the moment that the entitlement comes into existence legally and not charge the Studio any commission for such refund.
4.4.8 In the event of a no-show or cancellation, Rehearsal Booker Ltd. shall be entitled to charge commission over the relevant amount of the room price collected and transferred to the Studio. In the event of an overbooking, the Commission shall be calculated in accordance with Clause 2.3.2.
4.4.9 The Studio shall only issue an invoice to the Musician (and provide such Musician upon his/her first request with an invoice) for the full amount of the reservation (including or plus (as required by applicable laws) of all applicable Taxes, surcharges and fees). The Studio shall not invoice (or send an invoice to) Rehearsal Booker Ltd. for the reservation or stay. Nothing in this Agreement shall constitute or imply that Rehearsal Booker Ltd. acts or operates as a merchant of record or (re)seller of the room.
- REPRESENTATIONS AND WARRANTIES
5.1 The Studio represents and warrants to Rehearsal Booker Ltd. that for the term of this Agreement:
(i) the Studio has all necessary rights, power and authority to use, operate, own (as applicable), (sub)license and have Rehearsal Booker Ltd. make available on the Platforms (a) the relevant Studio, and (b) the Intellectual Property Rights in respect of, as set out or referred to in the Studio Information made available on the Platforms;
(ii) the Studio holds and complies with all permits, licenses and other governmental authorisations, registrations and requirements necessary for conducting, carrying out and continuing its operations and business and making the Studio available on the Platforms for reservation.
(iii) the price for the rooms advertised on the Platforms correspond to, or are better than, the best available price for an equivalent stay as Marketed Online, Published Online or otherwise made available online by the Studio on its own website and a better price cannot be obtained by a Musician making a reservation with the Studio directly on its website/app, and
(iv) the Studio (which includes for the purpose of this warranty both the operator as well as the owner of the property) and its (their) directors and (direct, indirect and ultimate (beneficial)) owners (and their directors) are not in any way connected to, part of, involved in or related to or under the control, management or ownership of:
(a) terrorists or terrorist organizations;
(b) parties / persons (i) listed as (special) designated nationals/entities or blocked person/entities, or (ii) otherwise subject to any applicable trade embargo, or financial, economic and trade sanctions, and
(c) parties / persons guilty of money laundering, bribery, fraud or corruption.
The Studio shall immediately notify Rehearsal Booker Ltd. in the event of a breach of this Clause 5.1 paragraph (iv).
5.2 Each Party represents and warrants to the other Party that for the term of this Agreement:
(i) it has the full corporate power and authority to enter into and perform its obligations under this Agreement;
(ii) it has taken all corporate action required by it to authorise the execution and performance of this Agreement;
(iii) this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms, and
(iv) each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipal under which law the relevant Party is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party.
5.3 Except as otherwise expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.
5.4 Rehearsal Booker Ltd. disclaims and excludes any and all liability in respect of the Studio which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the Platforms, the Service and/or the Extranet. Rehearsal Booker Ltd. provides (and the Studio accepts) the Service, the Platform and the Extranet on an “as is” and “as available” basis.
- INDEMNIFICATION AND LIABILITY
6.1 Each Party (the “Indemnifying Party”) shall be liable towards, and compensate, indemnify and hold the other Party (or its directors, officers, employees, agents, affiliated companies and subcontractors) (the “Indemnified Party”) harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to:
(i) a breach of this Agreement by the Indemnifying Party, or
(ii) any claim from any third party based on any (alleged) infringement of the third party’s Intellectual Property Right by the Indemnifying Party.
6.2 The Studio shall fully indemnify, compensate and hold Rehearsal Booker Ltd. (or its directors, officers, employees, agents, affiliated companies and subcontractors) harmless for and against any liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses), damages, losses, obligations, claims of any kind, interest, penalties and legal proceedings paid, suffered or incurred by Rehearsal Booker Ltd. (or its directors, officers, agents, affiliated companies and subcontractors) in connection with:
(i) all claims made by Musicians concerning inaccurate, erroneous or misleading information of the Studio on the Platforms;
(ii) all claims made by Musicians concerning or related to a stay in the Studio, overbooking or (partly) cancelled or wrong reservations or repayment, refund or charge back of the Room Price;
(iv) all other claims from Musicians which are wholly or partly attributable to or for the risk and account of the Studio (including its directors, employees, agents, representatives and the premises of the Studio) (including claims related to (lack of) services provided or product offered by the Studio) or which arise due to tort, fraud, wilful misconduct, negligence or breach of contract (including the Musician Reservation) by or attributable to the Studio (including its directors, employees, agents, representatives and the premises of the Studio) in respect of a Musician or its property; and
(v) all claims against Rehearsal Booker Ltd. in relation to or as a result of the failure of the Studio to (a) properly register with relevant tax authorities, or (b) pay, collect, remit or withhold any applicable Taxes, fees and (sur)charges levied or based on the services or other charges hereunder in the relevant jurisdiction (including room price and commission payments).
6.3 Save as otherwise provided for in this Agreement, the maximum liability of one Party to any other party in aggregate for all claims made against such party under or in connection with this Agreement in a year shall not exceed the aggregate commission received or paid by such Party in the preceding year or EUR 100,000 (whichever is higher), unless in the event of tort, fraud, wilful misconduct, gross negligence, deliberate non-disclosure or deliberate deception on the part of the liable Party (i.e. the Indemnifying Party), in which event the limitation of liability is not applicable for such liable party. Parties agree and acknowledge that none of the limitations of liability set out in Clause 6 shall apply to any of the indemnifications in respect of third party claims (e.g. claims from Musicians as described in 6.2) or third party liabilities.
6.4 In the event of a third party claim, Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defence (in consultation and agreement with the indemnified Party and with due observance of both Parties’ interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned).
6.5 In no event shall any Party be liable to any other Party for any indirect, special, punitive, incidental or consequential damages or losses, including loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, whether such damages are (alleged as) a result of a breach of contract, tort or otherwise (even if advised of the possibility of such damages or losses). All such damages and losses are hereby expressly waived and disclaimed.
6.6 Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any breach of this Agreement and without prejudice to any other rights and remedies otherwise available to the other Party, each Party will be entitled to injunctive relief and specific performance.
- TERM, TERMINATION AND SUSPENSION
7.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for indefinite period of time. Each Party may terminate this Agreement at any time and for any reason, by written notice to the other Party with due observance of a notice period of 14 days.
7.2 Each Party may terminate this Agreement (and close the Studio on the Platforms) or suspend (all or part of its obligations, covenants and undertakings under) this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:
(a) a material breach by the other Party of any term of this Agreement (e.g. delay of payment, insolvency, breach of Rates and Conditions Parity, the provision of wrong information or receipt of a significant number of Musician complaints); or
(b) (filing or submission of request for) bankruptcy, insolvency or suspension of payment (or similar action or event) in respect of the other Party.
7.3 Any notice or communication by Rehearsal Booker Ltd. of “closure” (“close”, “closed”) of the Studio on the website (or similar wording) shall mean termination of the Agreement. After termination, suspension or closure, the Studio shall honour outstanding reservations for Musicians and shall pay all commissions (plus costs, expenses, interest if applicable) due on those reservations in accordance with the terms of this Agreement.
7.4 The following events shall in any event be regarded as a material breach and entitle Rehearsal Booker Ltd. to immediately terminate (close) or suspend (all or part of its obligations, covenants and undertakings under) the Agreement (without a notice of default):
(i) the Studio fails to pay Commissions on or before the due date;
(ii) the Studio posts incorrect or misleading Studio Information on the Extranet;
(iii) the Studio fails to maintain Information on the Extranet resulting in over-bookings at the Studio;
(iv) the Studio fails to accept a reservation at the price shown on a reservation;
(v) the Studio overcharges one or more Musicians;
(vi) the Studio charges a Musician’s credit card prior to arrival of the Musician without an express agreement from the Musician (a Musician provides express agreement if they select a non-refundable or an advance purchase room type);
(vii) Rehearsal Booker Ltd. receives one or more legitimate and serious complaint(s) from one or more Musician(s) who made reservations with the Studio;
(viii) misuse of the Musician review process by any behaviour that results in a review appearing on the Platforms that is not an honest expression of a real stay by a real Musician at the Studio;
(ix) inappropriate, unlawful or unprofessional behaviour towards Musicians or Rehearsal Booker Ltd. staff; or
(x) any (alleged) safety, privacy or health issues or problems in respect of the Studio or its facilities (the Studio shall at its own costs and upon first request of Rehearsal Booker Ltd. deliver the relevant permits, licenses, certificates or such statements issued by an independent expert evidencing and supporting its compliance with applicable (privacy, safety and health) laws and legislation).
7.5 Upon termination and save as set out otherwise, this Agreement shall absolutely and entirely terminate in respect of the terminating Party and cease to have effect without prejudice to other Party’s rights and remedies in respect of an indemnification or a breach by the other (terminating) Party of this Agreement. Clause 2.4, 6, 7.6, 8, 9 and 10 (and such other clauses that by nature survive termination) shall all survive termination.
7.6 In the event of a “change of ownership” in respect of the ownership or operation of the property (including any assignment, transfer, novation of this Agreement), the Studio may agree and acknowledge in writing that the new owner/operator shall be entitled to use the Studio Information as made available by the Studio prior to the change of ownership (including the Musician reviews) and have access to the relevant (financial and operational) performance, management and (customer) data and the Studio shall in any event be and remain responsible and liable for all obligations, claims and liabilities related to the period, or accrued prior to the change of ownership.
7.7 Rehearsal Booker Ltd. shall be entitled to terminate this Agreement with immediate effect in the event of (termination due to) a breach of contract of (including act or event of default or failure to perform any obligation under) any other agreement between Rehearsal Booker Ltd. on the one hand and the Studio (or any Party that (directly/indirectly) owns or controls, is controlled by or under the common control with the Studio) on the other hand.
- BOOKS AND RECORDS
8.1 The systems, books and records of Rehearsal Booker Ltd. (including Extranet, the Online Reservation Statement, faxes and/or emails) shall be considered conclusive evidence of the existence and receipt by the Studio of the reservations made by the Musician and the amount of the commission of the Studio or damages or costs due to Rehearsal Booker Ltd. under this Agreement, unless the Studio can provide reasonable and credible counter-evidence.
8.2 The Studio shall upon first request of Rehearsal Booker Ltd. fully cooperate and assist Rehearsal Booker Ltd. with (and disclose all reasonably requested information in respect of) the identification of the (ultimate) owner, manager and/or controller of the Studio.
9.1 Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the “Confidential Information”). Confidential Information includes Customer Data, transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information that either a disclosing party designates as being private or confidential or of which a receiving party should reasonably know that it should be treated as private and confidential.
9.2 Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the “Permitted Persons”) to maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and (e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other Party.
9.3 Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving party, (ii) was possessed by the receiving party prior to the date of this Agreement, (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this Agreement (including the any technical, operational, performance and financial data (but excluding any Customer Data)) in confidence to an affiliated (group) company.
9.4 Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of Customer Data and to protect it from unauthorized use or release. Each Party agrees to comply with all applicable (data and privacy) laws, rules and regulations of the jurisdiction where such Party is incorporated (including (if applicable) Directives 95/46/EC and 2002/58/EC (as amended) on the processing of personal data and the protection of privacy).
10.1 All notices and communications must be in English, in writing, and sent by facsimile, email or nationally recognized overnight air courier to the applicable facsimile number or address set out in the Agreement.
10.2 This Agreement (including the schedules, annexes and appendixes, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, ((non) binding) offers, undertakings or statements regarding such subject matter (including vis-à-vis the Studio).
10.3 If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
10.4 Save as set out otherwise in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws England. Save as set out otherwise in this Agreement, any disputes arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in London, England.
10.5 Parties agree and acknowledge that notwithstanding this Clause
10.6, nothing in this Agreement shall prevent or limit Rehearsal Booker Ltd. in its right to bring or initiate any action or proceeding or seek interim injunctive relief or (specific) performance before or in any competent courts where the Studio is established or registered under the laws of the relevant jurisdiction where the Studio is established or registered and for this purpose, the Studio waives its right to claim any other jurisdiction or applicable law to which it might have a right.
10.7 The original English version of these Terms may have been translated into other languages. The translated version of the English Terms is a courtesy and office translation only and the Studio cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these terms and conditions of this Agreement or in the event of a conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version of these Terms, the English language version shall prevail, apply and be binding and conclusive. The English version shall be used in legal proceedings.
10.8 In respect of (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, the Agreement, the Studio (including its employees, directors, officers, agents or other representatives) shall (i) not directly or indirectly (a) offer, promise or give to any third party (including any governmental official or political party’s official, representative or candidate)), or (b) seek, accept or get promised for itself or for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, and (ii) comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act).
10.9 The Agreement may be entered into online or by way of executing a separate counterpart or by pdf or fax copy, each of which (copies) shall be deemed an original, valid and binding. The Agreement only enters into force and effect upon written confirmation of acceptance and approval of the Studio by Rehearsal Booker Ltd.. By registering and signing up to the Rehearsal Booker Ltd. partner programme as Studio partner, the Studio agrees, acknowledges and accepts the terms and conditions of this Agreement. The Agreement does not need any chop or seal to make it valid, binding and enforceable.
10.10 Due to applicable anti-money laundering, anti-corruption, anti-terrorists financing and anti-tax evasion laws and legislation, Rehearsal Booker Ltd. is restricted from making the Service available to and accepting payments from or making, processing or facilitating payments to a bank account (the “Bank Account”) that is not related to the jurisdiction where the Studio is located and (but in any event) insofar any of the following warranties is untrue. The Studio hereby represents and warrants that (notwithstanding the jurisdiction of the Bank Account):
(i) it holds and complies with all permits, licenses and other governmental licenses, permits and authorizations necessary for conducting, carrying out and continuing its operations and business (including holding and using of the Bank Account);
(ii) it is the holder of the Bank Account;
(iii) the payment and transfer to/from the Bank Account is at arm’s length and in accordance with all applicable laws, legislation, codes, regulations, ordinances and rules and not in violation of any applicable anti-money laundering, anti-corruption, anti-terrorists financing or anti-tax evasion (tax) law, treaty, regulation, code or legislation, and
(iv) the Bank Account is not (directly or indirectly) used for money laundering, terrorists financing, tax evasion, tax avoidance or other illegal activities.
The Studio hereby agrees to fully compensate and indemnify Rehearsal Booker Ltd. for all damages, losses, claims, penalties, fines, costs and expenses suffered, paid or incurred by Rehearsal Booker Ltd. (or any of its affiliated group companies (including any of its/their directors, officers, employees, agents or representatives)) for any (threatening or alleged) claim (including penalty) from any government, authority, organization, company, party or person that the payment to, through or from the Bank Account is illegal or a violation of any applicable (anti-corruption/ anti-money laundering/anti-tax evasion/anti-terrorists financing) laws, regulations, codes or legislation.