BY ACCEPTING THESE TERMS, YOU ARE ENTERING INTO A CONTRACT WITH GIGREALM. THESE TERMS ARE FOR BUSINESSES ONLY AND ARE NOT SUITABLE FOR CONSUMERS.
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 14 (LIMITATION OF LIABILITY).
IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU CANNOT REGISTER AS A USER.
1. Who we are and what terms are incorporated
1.1 The Site, gigrealm.com, is operated by GigRealm LLP (“GigRealm”) a limited liability partnership registered in England and Wales under number OC414689. Our registered office at Lowin House, Tregolls Road, Truro, Cornwall, TR21 2NA, England.
1.2 When these terms mention “us”, “we”, “our” it refers to GigRealm. When these terms mention “you”, “your” it refers to you as User of this Site and the Services.
1.3 These terms and conditions refer to and incorporate the following additional terms:
1.3.3 GigRealm Acceptable Use Policy: which sets out the permitted uses and prohibited uses of the Site. When using the Site, you must comply with this Acceptable Use Policy.
2. Interpretation and definitions
The following definitions and rules of interpretation apply in these terms.
|“Account”||the registered GigRealm User account via which they access the Services.|
|“Artist”||a person or group of people who perform(s) music of any genre.|
|“Artist’s Representative”||an agent of the Artist who arranges appearances and performances by the Artist on behalf of the Artist.|
|“Business Day”||a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.|
|“Charges”||the charges payable by the Venue and Gig Organiser for the Services in accordance with clause 5.|
|“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures”||as defined in the Data Protection Legislation.|
|“Data Protection Legislation (DPL)”||the Data Protection Act 2018 (“DPA”), the Data Protection Directive (95/46/EC), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) (as amended) and the General Data Protection Regulation 2016 (“GDPR”) and all applicable laws and regulations relating to the processing of the personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other national data protection authority, and the equivalent of any of the foregoing in any relevant jurisdiction.|
|“Expression of Interest”||an expression of interest in a Gig, notified via the
1. by an Artist who wishes to perform at the Gig; or
2. by a Venue looking for an Artist to perform at a Gig they are organising.
|“Gig”||a gig listed by a Venue, or Gig Organiser, for which they are seeking to hire one or more Artist(s) to perform in accordance with these terms and the GigContractTM.|
|“GigContractTM“||the standard contract to secure an Artist’s performance at a Gig for use between Artists and Venues, or Artist and One-Off Events where applicable, including the transcript of messages exchanged between Users in the Messaging Facility.|
|“Gig Organiser”||a person who irregularly books Artists for one-off or infrequent events that may be open to the public or private.|
|“Intellectual Property Rights”||patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.|
|“Messaging Facility”||the GigRealm messaging facility available via the Site solely for the purpose of the negotiation and conclusion of the GigContractTM between an Artist and a Venue, or where applicable between an Artist and a Gig Organiser.|
|“Profile”||content created by an Artist, Venue or Gig Organiser to promote themselves to other Site users.|
|“Promoter”||a person, company or other legal entity acting as an agent for and on behalf of one or more Venues.|
|“Services”||the gig booking services supplied by GigRealm to Users.|
|“Site”||the website at www.gigrealm.com|
|“Terms”||these terms and conditions and the documents referred to in them, on which GigRealm make the Site and Services available to Users.|
|“User”||an Artist, Venue or Gig Organiser registered as a user of the Site and the Services with day to day management of an Account.|
|“User Default”||has the meaning set out in clause 15.|
|“Venue”||any location where live music is played whether a building, an outdoor venue or any other location. This includes non-traditional venues such as a podcast broadcasters, vloggers or influencers seeking to collaborate with Artists to perform in their content.|
2.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
2.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.2.3 A reference to writing or written includes email but not fax.
3. Registration as a user
3.1 You must register an Account with a unique email and password (“Login Details”) in order to access the Services. The Services cannot be accessed without an Account.
3.2 By registering an Account you confirm you are an individual over the age of 18 acting on your own behalf or as an agent for an Artist, or you are a registered company or limited liability partnership, and you have the authority to enter into legally binding contracts. If you are registering an Account for another person, company or other legal entity you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licences provided in these terms.
3.3 You are responsible for ensuring your Login Details are kept confidential and secure and you may not disclose your Login Details any third party. GigRealm is not liable for any loss or damage arising out of your failure to keep your Login Details confidential and secure.
3.4 You must notify GigRealm immediately if you suspect that an unauthorised individual has access to your Account. You are liable for any and all activity conducted through your Account.
3.5 You may choose to register your Account using your social media credentials, such as via Facebook, Twitter or Google. In doing so, you consent to GigRealm processing data shared with us by Facebook, Twitter or Google respectively.
3.6 You warrant that the information you provide when registering or updating your Account, and the information you provide when creating or updating any Profile, is and remains complete, true, accurate and up to date. You are solely responsible for ensuring that your Account and User information remains accurate and up to date and GigRealm is not liable for any loss or damage suffered as a result of your failure to keep your Account and User information accurate and up to date. If you are found to have submitted information which is not true and accurate GigRealm reserves the right to suspend or delete your Account and remove your User profile.
3.7 Unless you tell us otherwise during the Account registration process, we will assume that you are contracting with us as the principal, that is either as an Artist or a Venue or a Gig Organiser.
3.8 If you register an Account on behalf of an Artist or a group of Artists (including but not limited to an Artist’s Representative, or a band member who registers the band as an Artist), you warrant that you have the Artist’s consent to the registration of the Account and that you are authorised to act on behalf of the Artist as their agent.
3.9 If you register an Account on behalf of a Venue or a group of Venues (including but not limited to a Promoter) you warrant that you have the Venue’s or group of Venues’ consent to the registration of the Account and that you are authorised to act on behalf of the Venue or group of Venues as their agent.
3.10 GigRealm does not undertake checks or reviews of User’s identities or credentials and does not accept liability in respect of any User who registers an Account in breach of these terms.
3.11 You may be required to accept additional, separate terms and conditions before you may access certain features of the Services. For example, you will be required to accept the Stripe terms and conditions in order to receive payments via the Site.
3.12 GigRealm may make your access to and use of the Services or certain features of the Site and Services subject to conditions and requirements such as meeting rating and review thresholds or your booking and cancellation history.
3.13 GigRealm has the right to suspend, disable or delete your Account, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms.
3.14 You will provide GigRealm with such information and materials as GigRealm may reasonably require in order to supply the Services, and ensure that such information is true, complete, accurate and up to date in all material respects; and
3.15 You will comply with all applicable laws in relation to your use of the Services.
3.16 You will co-operate with GigRealm in all matters relating to the Services.
4. Additional terms specific to Venues and One-Off Events
4.1 The following additional provision applies when a Venue registers as a User:
4.1.1 Venues must obtain and maintain all necessary licences, permissions and consents which may be required for the Venue to use the Services before registering an Account.
4.2 The following additional provisions apply to both Venues and One-Off Events when they register as a User:
4.2.1 You shall become liable for payment of the Charges upon registration of the Account. You must record a method of payment when registering their Account and keep an authorised method of payment up to date and available for the term of this agreement.
4.2.2 In addition, you shall:
(a) ensure that the details of your Gig(s) are complete, accurate and up to date;
(b) provide GigRealm, its employees, agents, consultants and subcontractors, with access to the Venue’s premises, office accommodation and other facilities as reasonably required by GigRealm.
5. Charges and payment
5.1 Artists are not required to pay to access the Services. Venues and One-Off Events are required to pay the Charges in accordance with this clause 5 to access the Services.
5.2 The Charges are as advertised when registering your account. If there is any conflict between these terms and the Charges as advertised on our Site in during the Account registration process in relation to the Charges those Charges as advertised on our Site shall take precedence.
5.3 For Venues the Charges are a subscription payment payable on receipt of the invoice from GigRealm. Venues may choose one of the following options to pay the Charges:
5.3.1 a monthly subscription; or
5.3.2 an annual subscription.
5.4 For One-Off Events the Charges are a one-off payment payable on the creation of each Gig.
5.5 GigRealm reserves the right to increase the Charges on an annual basis with effect from 1 January in each calendar year in line with the percentage increase in the Retail Prices Index in the preceding 12-month period. The first such increase will be effective from 1 January immediately following the date on which your Account is registered.
5.6 GigRealm shall the Venue for the Charges monthly or annually as applicable in advance.
5.7 Gig Realm shall invoice One-Off Events on the creation of each Gig.
5.8 In signing up to GigRealm, Venues authorise GigRealm to automatically charge the Venue’s method of payment (see clause 2.1) for the Charges by monthly automatically recurring transaction.
5.9 Time for payment of the Charges shall be of the essence and GigRealm may suspend a Venue’s Account and pending Gig bookings in the event that the Charges cannot be collected as and when they fall due.
5.10 All amounts payable by the Venue to GigRealm under these terms are inclusive of amounts in respect of value added tax (VAT) chargeable from time to time.
5.11 If the Venue fails to make a payment due to GigRealm under these terms by the due date, then, without limiting GigRealm’s remedies under these terms, the Venue shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.12 All amounts due under these terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.13 Where a third party has registered an Account on behalf of a Venue in accordance with clause 9:
5.13.1 the third party who registered the Account will be liable for payment of the Charges and will be invoiced for the Charges by GigRealm;
5.13.2 the provisions of clauses 5.1 to 1.1 shall apply as though referring to the third party who registered the Account; and
5.13.3 payment for the Charges will be collected by direct debit, in accordance with these terms, from the bank account nominated by the third party at registration.
6. Free Trials
6.1 For Venues your GigRealm subscription may start with a free trial. The duration of the free trial will be detailed during your Account registration. Nothing in this clause in clause 5 shall prevent GigRealm from granting a free trial to new Venues or making other promotional offers in respect of the Charges. Any such free trial or promotional offer shall be given at GigRealm’s sole discretion and GigRealm may withdraw their promotional offer at any time.
6.2 At the end of the free trial GigRealm will charge the Charges for the next billing cycle to your payment method unless you delete your Account before the end of the free trial period.
7. Booking a Gig
7.1 Unless expressly agreed otherwise in writing, GigRealm does not create, sell, resell, provide, manage, offer, control, deliver or otherwise supply Gigs or associated services. GigRealm is not party to any contract entered into between Users via the Site, including but not limited to the GigContractTM, and does not participate in, or have any liability for loss or damage arising as a result of, the contractual relationship between Users.
7.2 Venues and One-Off Events may create and publicise Gigs using the Site. Artists may respond to Gigs via the Site, and the parties negotiate and agree arrangements via the Site in order to enter into the GigContractTM.
7.3 It is the responsibility of the Venue or Gig Organiser to ensure that the details advertised in their Gig are complete and accurate. GigRealm is not liable to the Venue, Gig Organiser or to Artists for any loss or damage suffered as a result of incorrect Gig information.
7.4 Gigs are booked between Users on the terms of the GigContractTM. No other contract may be concluded via the Site or Services. For the avoidance of doubt, GigRealm does not provide legal services and does not warrant, represent or guarantee that the terms of the GigContractTM will be suitable for use between the parties. You should ensure that the GigContractTM adequately meets your requirements. If you have any doubts regarding the content, adequacy or meaning of the GigContractTM, you should seek independent legal advice.
7.5 Creating and listing a Gig does not constitute a contractual offer and the Venue is not obliged to accept an Artist’s offer to perform at an Gig. Likewise, an Artist’s profile does not constitute a contractual offer capable of acceptance by a Venue.
7.6 Booking a Gig begins by using the Expression of Interest function on an Gig listing or an Artist’s profile. For the avoidance of doubt, an Expression of Interest does not form a contractual offer capable of acceptance by the other User. The Expression of Interest will be notified to the Venue, Gig Organiser or Artist, as appropriate, via the Site. Venues, One-Off Events and Artists may only make an Expression of Interest once in respect of any given Gig and the Site will not allow repeat Expressions of Interest for the same Gig.
7.7 A positive response to an Expression of Interest in the Messaging Facility forms a contractual offer capable of acceptance by the other User. If a User does not feel they have sufficient information regarding a Gig or the Artist who has expressed an interest, the User should not give a positive response to the Expression of Interest without engaging in further negotiations, via the Site, using the Messaging Facility.
7.8 The GigContractTM is formed when:
7.8.1 the commercial arrangements, including but not limited to arrangements relating to date, time, location, payment to the Artist and equipment to be supplied by the Venue, have been agreed in the Messaging Facility; and
7.8.2 both parties within the Messaging Facility (see clause 7.10).
7.9 Upon mutual acceptance of the contractual offer within the Messaging Facility, the messages exchanged between the Users will be saved and annexed to the GigContractTM and will form part of the GigContractTM.
7.10 Users agree that all negotiations in respect of the Gig and any Expression of Interest will take place within the Site via the Messaging Facility. The Messaging Facility offers Users the following options:
7.10.1 “Reply” – this function allows Users to begin and carry out negotiations within the Messaging Facility. This function should be used when additional information is required in accordance with clause 7.6;
7.10.2 “Accept the Expression of Interest” – this function allows a User to make a contractual offer within the Messaging Facility, in accordance with clause 7.7, which the other User may accept;
7.10.3 “Reject” – this function allows Users to terminate negotiations where they have not been able to agree mutually satisfactory terms, or where the Expression of Interest is not appropriate for this Gig/Artist. For the avoidance of doubt, the User who made the Expression of Interest is entitled to use the “Reject” function within the Messaging Facility to terminate negotiations or to reject an offer (for example because they are no longer available).
7.11 You may not use the Messaging Facility for any purpose other than the negotiation and conclusion of the GigContractTM. Use of the Messaging Facility is subject to our Acceptable Use Policy and you confirm that you will abide by our Acceptable Use Policy in your use of the Messaging Facility.
7.13 The Venue may change the details of a Gig, or cancel a Gig, at any time up until the GigContractTM has been entered into in respect of that Gig. After the GigContractTM is entered into changes to a Gig, or the cancellation of a Gig, may only be made in accordance with the GigContractTM. GigRealm is not liable for any loss or damage arising out of a change to the Gig, whether before or following completion of a GigContractTM.
7.4 Suspension or termination of either User’s Account during the course of negotiations shall result in the automatic termination of Contract negotiations via the Site. The other User will be notified of the termination of negotiations via the Site.
8. User ratings
8.1 Following a Gig, Users will be invited by GigRealm to leave a public, star-rating rating about each other on the Site. These ratings will form part of Users’ public profiles.
8.2 Ratings are to be made in accordance with our Acceptable Use Policy and should be accurate and representative of the opinion of the User. Ratings do not reflect GigRealm or any other third party’s opinion.
8.3 You warrant that you will use the Site in good faith, including the rating of other Users.
8.4 Users are prohibited from manipulating the ratings systems in any manner, such as instructing a third party to write a positive or negative review about another User.
8.5 Users are warned that despite GigRealm’s reasonable efforts, ratings may be inaccurate or misleading and Users should rely on their own enquiries when booking a Gig.
8.6 Persistently negative ratings may, at GigRealm’s sole discretion, result in the suspension of a User’s Account. The User will be notified by GigRealm of the reasons for the suspension.
9. Disputes between users
9.1 GigRealm is not party to any contract entered into between Users via the Site and does not participate in, or have any liability for loss or damage arising as a result of, that contractual relationship. However, GigRealm may help to facilitate the resolution of disputes between Users via its dispute resolution process.
9.2 GigRealm is not liable for and does not give any warranties, representations or guarantees in respect of:
9.2.1 the Gig listings, including but not limited to the content, suitability or legality of a Gig or Venue;
9.2.2 any Artist, including but not limited to the quality and/or suitability of their work, credentials, behaviour or performance;
9.2.3 accuracy of ratings (see clause 8); and
9.2.4 any User-generated content and its compliance with these terms (see clause 11);
10. Site content
10.1 Users may create, upload, send and receive content such as text, photos, audio, video and other materials through the Site. Users are responsible for ensuring that all such content is compliant with this clause 10 and clause 11 of these terms.
10.2 Users shall not, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:
10.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
10.2.2 facilitates illegal activity;
10.2.3 depicts sexually explicit images;
10.2.4 promotes unlawful violence;
10.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
10.2.6 is otherwise illegal or causes damage or injury to any person or property;
and GigRealm reserves the right, without liability or prejudice to its other rights, to disable the Account of any User who GigRealm reasonably believes is in breach of this clause 10.2 or any applicable law, and to delete the infringing content.
10.3 The Site content is provided for general information only. No part of it is intended to amount to advice on which Users should rely. Users must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Site.
10.4 Although GigRealm makes reasonable efforts to update the information on the Site, GigRealm makes no representations, warranties or guarantees, whether express or implied, that the Site content is accurate, complete or up to date.
10.5 Where the Site contains links to other sites and resources provided by third parties, these links are provided for Users’ information only. Such links should not be interpreted as approval by GigRealm of those linked websites or information Users may obtain from them. GigRealm have no control over the contents of those sites or resources.
10.6 If you wish to complain about content uploaded by other users please contact us on firstname.lastname@example.org
10.7 GigRealm does not guarantee that the Site will always be available and GigRealm is not liable for any loss or damage resulting from disruptions to communications services or internet infrastructure which may result in interruptions to the availability of the Site.
11. User generated materials
11.1 You warrant that you own, or are the licensee of, the Intellectual Property Rights in all materials and content you upload or otherwise share on the Site.
11.2 As between you and us, all Intellectual Property Rights in the materials or content uploaded to the Site by you is owned by you, or licenced to you and you have the authority and right to sub-licence it to us.
11.3 You grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable licence to copy and modify any materials or content uploaded by them to the Site for any purpose, including commercial exploitation. For the avoidance of doubt, this includes the right for us to use your name, imagery, videos, music and all information on your profile within GigRealm promotional materials through any channels we deem appropriate without further notice.
11.4 User generated materials must comply with our Acceptable Use Policy and these terms (see clause 10).
12. GigRealm Intellectual property rights
12.1 All Intellectual Property Rights in or arising out of or in connection with the Site and Services (other than Intellectual Property Rights in any materials or content provided by Users) shall be owned by GigRealm.
12.2 GigRealm does not grant the User a licence of any of its Intellectual Property Rights (see clause 1). For the avoidance of doubt, Users are not permitted to use, copy, modify, use in derivative works, distribute, license, sell, transfer or otherwise publically display or transmit any element of the Site or Services for any purpose.
13. Data protection
13.2 Both parties agree to comply with all requirements as set out in the DPL.
13.3 Without prejudice to the generality of clause 1, the User will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any personal data to GigRealm for the duration and purposes of this contract.
14. Limitation of liability
14.1 The limitations on liability in this clause 14 apply to all liability arising under or in connection with these terms including liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.
14.2 Nothing in these terms limits any liability which cannot legally be limited, including liability for:
14.2.1 death or personal injury caused by negligence; and
14.2.1 fraud or fraudulent misrepresentation.
14.3 Subject to clause 3, GigRealm’s total liability to the User shall not exceed the total Charges paid by the User in the 12-month period preceding the event giving rise to a liability.
14.4 This clause 14.5 sets out specific heads of excluded loss:
14.4.1 Subject to clause 14.3, the types of loss listed in this clause 14.5.1 are wholly excluded by the parties and GigRealm will not be liable to any User for any indirect or consequential loss or loss or damage to:
(b) sales or business
(c) agreements or contracts
(d) anticipated savings
(e) use or corruption of software, data or information
14.5 To the fullest extent permitted by law, all implied terms are excluded from these terms.
14.6 If GigRealm’s performance of any of its obligations under these terms is prevented or delayed by any act or omission of a User or failure by a User to perform any relevant obligation (User Default):
14.6.1 without limiting or affecting any other right or remedy available to it, GigRealm shall have the right to suspend the User’s Account and performance of the Services until the User remedies the User Default, and to rely on the User Default to relieve it from the performance of any of its obligations in each case to the extent the User Default prevents or delays GigRealm’s performance of any of its obligations;
14.6.2 GigRealm shall not be liable for any costs or losses sustained or incurred by the User arising directly or indirectly from GigRealm’s failure or delay to perform any of its obligations; and
14.6.3 the User shall reimburse GigRealm on written demand for any costs or losses sustained or incurred by GigRealm arising directly or indirectly from the User Default.
14.7 Any descriptive matter or advertising issued by GigRealm in respect of the Site and/or Services is published solely for illustrative purposes and giving an approximate idea of the Site and/or Services. It does not form part of these terms and has no contractual force.
14.8 This clause 14 shall survive termination of this contract.
15.1 Termination by an Artist. Without prejudice to either party’s rights at the date of termination, Artists may terminate this contract at any time by deleting their Account. Artist may delete their Account by visiting their My Account page.
15.2 Termination by a Venue. Without prejudice to either party’s rights at the date of termination, a Venue may terminate this contract at any time by deleting their Account. Venues may delete their Account by visiting their My Account page. The Venue will not be refunded Charges paid in advance.
15.3 Termination by a Gig Organiser. Without prejudice to either party’s rights at the date of termination, a Gig Organiser may terminate this contract at any time by deleting their Account. Venues may delete their Account by [visiting their My Account page]. The Gig Organiser will not be refunded Charges paid in advance.
15.4 Termination by GigRealm. Without affecting any other right or remedy available to it, GigRealm may terminate this contract immediately and cease to provide the Services to any or all Users at any time, by giving written notice to the User(s).
15.5 Without affecting any other right or remedy available to it, GigRealm may also terminate a User’s Account with immediate without giving written notice to the User under clauses 13 and/or 10.2.
15.6 Without affecting any other right or remedy available to it, GigRealm may suspend the supply of Services under this contract or any other contract between a User and GigRealm if a User fails to pay any amount due under the Contract on the due date for payment, the User becomes (or GigRealm reasonably believes that the User is about to become) subject to any insolvency applications or orders.
16. Consequences of termination
On termination of this contract:
16.1.1 the User shall no longer have access to the Services or to their Account; and
16.1.2 if applicable, the User shall immediately pay to GigRealm all of GigRealm’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, GigRealm shall submit an invoice, which shall be payable by the User immediately on receipt.
16.2 Termination of this contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this contract which existed at or before the date of termination.
16.3 Any provision of this contract that expressly or by implication is intended to come into or continue in force on or after termination of this contract shall remain in full force and effect.
17. Assignment and Transferring an account
17.1 GigRealm may assign, sub-contract or otherwise transfer its rights or obligations under this contract and any document referred to in it.
17.2 Except as expressly provided in clauses 3 and 17.4, Accounts may not be transferred between Users. In any event, Users may not assign, sub-contract or deal in any way with any of their rights or obligations under this contract or any document referred to in it.
18. Transferring an profile
18.1 Where an Account has become unavailable to the Artist it is registered to (for example if an Artist is a choir or band and the member who registered the Account has left the choir or band, or the third party who registered the Artist under clause 7 no longer represents the Artist), GigRealm may, at its sole discretion and on presentation of such evidence as GigRealm requires, transfer the Account to a new User who shall manage the Account in accordance with the terms of this contract.
18.2 Where an Account has become unavailable to the Venue it is registered to (for example if the Venue has been sold but continues to exist under the same name, or the third party who registered the Venue under clause 9 no longer works for the Venue), GigRealm may, at it’s sole discretion and on presentation of such evidence as GigRealm requires, transfer the Account to a new User who shall manage the Account in accordance with the terms of this contract.
19. Dispute resolution
19.1 If a dispute arises out of or in connection with these terms or their performance, validity or enforceability (Dispute), then the parties shall follow the procedure set out in this clause:
19.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the GigRealm customer relations team and the User shall attempt in good faith to resolve the Dispute;
19.1.2 if the GigRealm customer relations team and the User are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the GigRealm directors and the directors/managing partner of the User who shall attempt in good faith to resolve it; and
19.1.3 the GigRealm directors and the directors/managing partner of the User are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 90 days of service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. Unless otherwise agreed between the parties, the mediation will start not later than 90 days after the date of the ADR notice.
19.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 25, which clause shall apply at all times.
20. Force majeure
GigRealm shall not be in breach of these terms nor liable for delay in performing, or failure to perform, any of its obligations under these terms if such delay or failure result from events, circumstances or causes beyond its reasonable control.
21. Entire agreement and variation
21.1 This contract and the documents referred to in it constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
21.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that its only liability in respect of those representations and warranties that are set out in these terms (whether made innocently or negligently) shall be for breach of contract.
21.3 No variation of these terms shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).
22. No waiver
22.1 Failure to exercise, or any delay in exercising, any right or remedy provided under these terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
22.2 No single or partial exercise of any right or remedy provided under these terms or by law shall preclude or restrict the further exercise of that or any other right or remedy.
23.1 A notice given to a party under or in connection with this contract shall be in writing and sent to the party at the address given in this contract or as otherwise notified in writing to the other party.
23.2 The following table sets out methods by which a notice may be sent and its corresponding deemed delivery date and time:
|Delivery method||Deemed delivery date and time|
|Delivery by hand or courier to the recipient’s registered office or trade address.||On signature of a delivery receipt or at the time the notice is left at the address.|
|Pre-paid first class post or other next working day delivery service providing proof of postage.||Midday on the second Business Day after posting or at the time recorded by the delivery service – whichever is earlier.|
1.the User’s email address as notified when registering the Account; or
2. GigRealm’s customer service team: email@example.com
|At the time of transmission if on a Business Day between 9am and 5pm, otherwise at 10am on the next Business Day after transmission.|
23.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
24. No partnership
Nothing in this contract is intended to, or shall be deemed to, establish any partnership or joint venture between GigRealm and a User, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
25. Third party rights
A person who is not a party to this contract shall not have any rights under or in connection with it.
26. Governing law and jurisdiction
The validity, construction and performance of this contract shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the parties submit.