General Terms and SLA 2017-08-31T21:32:16+00:00

General Terms & SLA

Last updated on August 16, 2017

In General

All agreements between Livehouse Europe (hereafter ”LE”) and clients, are submissive to the following Terms & Conditions, unless deviation is agreed signed or approved by both parties.

A deviation from the Terms is and can therefore not be considered included or agreed, unless a written agreement (eg. Quote or Email) is present.

1.1 Quote and agreement validation

All quotes made by LE, is valid for 30 days after the date quote is issued.

If the quote is not accepted within the valid period, price, terms and conditions may vary. If LE and the client both approve the quote after the valid period in writing, the content of the quote will still be valid.

1.2 Services

For all services, streaming Live and On Demand via Livehouse CDN is included. Agreements on continuous hosting, period, number of viewers etc. is a separate agreement which must be made from time to time between the parties.

For all services which doesn´t include streaming, but rental of equipment, personnel etc. – only the quoted parts are included. It is therefore never to be expected that misc. cables or anything else is included or “thought to be”, unless agreed in writing between the parties in the project management or dialogue after confirmation of the quote.

Upon approval of a quote, LE will initiate the coordination of events, procedure of production (times and exact content for delivery, access to venue, player design etc.) with the client.

Infrastructure for services are to be agreed from time to time. This includes internet, tables, access to venue etc. – and is not included from LE unless agreed in writing.

1.3 Approval and Confirmation

All quotes, confirmations, invoices and reminders are sent via online or email – which also includes tracking of delivery to recipient.

After confirmation of a quote, an order confirmation will be sent from LE.

If the order confirmation deviates from the client demands or agreed content, the client must notify LE within 5 days – otherwise the confirmation is to be considered accepted and binding for the parties.

1.4 Prices

All prices from LE, are binding after an order confirmation is sent.

All prices are excl. VAT, invoiced in the currency and VAT agreement which is valid in the order confirmation.

All invoices outside the residence country of LE, can be invoiced excl. VAT. In such cases, all invoices are subject to reversed VAT.

1.5 Period of Agreement

Any agreement between the parties are valid for the minimum period mentioned in a quote, order confirmation or written consignment via email.

Order confirmations and acceptance of a quote, is the legal understanding of the agreement between the parties. Add-ons after agreement, can be added by “attachment” or by simple acceptance of quotes where this is mentioned as relation order.

The agreement is binding throughout the contract period, cf. acceptance of quotation or order confirmation.

The agreement can not be terminated on terms other than breach or liquidation – and at least covers the services and contract terms mentioned in the agreement..

If the customer breaches or wishes to cancel the agreement before time, the total value of the agreement will still apply to LE.

The agreement is subject to the SLA for LE at any time.

1.6 Locations for events

Any agreement and acceptance of quotes has been given at the locations agreed upon by the parties in writing, and therefore may also include Transport and hotel expenses that may be related to the events at these locations.

If no transport and accommodation are taken into account, LE can not charge for this subsequent.

Setup requires access to facilities, no later than 2 hours before event.
When setting up equipment the day before event, these costs are included in the offer or order confirmation.

If this is not taken into account in the offer, LE can not claim payment for this subsequent.

All locations in any agreement must be tested, inspected and made Proof of Concept at least 1 week prior to completion of the event if possible – unless otherwise agreed.

At “Dial-in” presentations, production is made from LE’s own office.

2.1 Contacts etc.

Both parties provide primary contacts for maintaining communication and ongoing dialogue on cooperation.

If a primary contact person stops, it is not in itself enough grounds for terminating the cooperation. In such a situation, both parties are obliged to insert new contacts on the cooperation within a reasonable period of time and at least 14 days prior to the next production of a presentation.

LE will, as far as possible, make sure that it is the same people who produces and are Project Manager, as well as manage the daily contact with the customer.

2.2 Confidentality

The entire agreement’s content, as well as any dialogue between the parties, is considered confidential.

Confidentiality must by nature be woven to the extent that legislation obliges one of the parties to disclose information to third parties.

LE employees are also to be considered insiders in the customer’s business, hence employees in LE are also regarded as insiders with trading windows and generally must comply with companies’ rules for the insider’s term.

It is a requirement of both parties that the parties and their employees observe unconditional silence towards third parties regarding matters that may come to the knowledge of the cooperation – including technology, content of presentations and other knowledge related to the execution of the cooperation.

The employees of the parties are subject to the same duty of confidentiality regarding all matters that the employees may become acquainted with in the course of the cooperation – and not terminate upon resignation from the parties’ companies. It is the responsibility of the parties to oblige their employees to comply with secrecy.

3.1 Copyrights etc.

The customer has the right to the content of video / audio files and slideshow at all times.
The customer is not entitled to receive a functioning player such as Offline On Demand.

If at any time the customer would like to receive videos, files and design info – the customer is entitled to this. In such a situation, LE is obliged to hand over the material, but at the same time entitled to invoice on an hourly basis, cf. applicable hourly rates at that time.

LE has at all times rights to players, portal solutions, CSS templates, unique design integrations, etc. that may have been developed to complete this agreement. The basic information about a design of a player belongs to the customer, but not the actual player.

4.1 Payment terms

Payment terms are 8 days net cash, unless otherwise agreed upon.

In case of exceeding the applicable terms of payment, you will be charged a fee of DKK 350, – plus 1.5% interest per current month.

4.2 Invoices

Invoice will be sent as email with all relevant information cf order.

Invoice will be sent after each event, including the services applicable to the individual event, unless otherwise agreed. For ongoing services – such as portal – invoice will be sent in accordance with agreement.

4.3 Cancellation etc

In case of cancellation or postponement of an event, the following applies at approval of production order :

– By agreement approval, 20% of the production cost is charged.
– At 15-10 working days prior to event date, 50% of the production cost is charged.
– At 9-4 working days prior to event date 75% of the production cost is charged.
– At 3-0 working days prior to event date, 100% of the production cost is charged.

In anycases of cancellation or postponement, 100% of production related costs will be charged. Production related costs include but is not limited to: travel costs, accomodation and third party expences.

5.1 Third party

LE can not assign the contract to third parties without the written consent of the client unless this is done as part of a sale of the company or field of activity.

LE may not, without the Customer’s written consent, transfer its invoiced claims to third parties without prior notice of 60 days unless it is due to defaulted payment.

6.1 Breach

In case of a material breach of the agreement by the parties, the injured party is entitled to terminate the agreement with 30 days’ notice – and must be lodged no later than 5 business days after the latest breach.

However, the parties are required to try to restore the non-performing relationship. The parties are required cf. 6.2 – and for individual cases, or errors that vary due to time to time, are considered to be different cases.

Repeated errors for the same reason are considered to be material breach – but are not necessarily a termination of cooperation.

6.2 Complaints

Should the customer at any given time have the perception that a delivery is either partially or completely unsatisfactory, LE must be notified within 3 working days of an event – or 3 working days after an event deemed unsatisfactory. LE will then go into the case and within 3 working days return answers – and have started correcting the error.

If LE should have the perception of relationships that have a significant impact on delivery or maintenance of the agreement, LE is obliged to notify this within 3 business days of the event – and the customer is also obliged to intervene and within 3 working days return with a plan for the improvement of the error.

6.3 Force Majeure, 3 part etc.

Events due to force majeure or 3-party errors can not be considered as error by LE – including events due to interruptions in infrastructure at location locations, errors from interpreter integrated or similar. This also includes but not limited to; in case of war, natural disasters etc.

7.1 Limitation of responsebility and compensation

The Customer’s right to compensation for late delivery or defective delivery may under no circumstances exceed 25% of the agreed price.

All other damages follow the current SLA.

LE is not responsible and can not be held liable for any direct or indirect loss of any kind such as operating loss, loss of profits, lost earnings or any other similar financial loss of income.

LE can not be held liable for any damage or defect resulting from the customer’s careless, incorrect or inappropriate use or processing of the delivery.

Both parties must ensure that there is no breach of any copyright, rights to applied material and the like at all times.

If one of the parties becomes or becomes aware of such an infringement, the parties are required to take immediate action and correct the relationship.

The offending party is responsible for this, however, LE may not be held liable for infringement if LE has used or has been asked to use material by the customer.

LE can not be held responsible to third parties.

7. 2 Dispute

Any doubt about understanding or disputes in connection with an agreement is brought before the courts for judgment under Danish law.

Last updated on August 16, 2017

General information and introduction

This Service Level Agreement (hereafter “SLA”) is a policy governing the use of any solution or services owned or operated by Livehouse Europe (hereafter “LE”), under the LE Business Terms (combined hereafter as “Official Terms”), between LE and users of the LE Services (“You”).

This SLA applies separately to each LE account holder using the LE Service. Unless otherwise provided herein, this SLA is subject to the terms of the Official Terms for the service. The Official Terms are hereby incorporated into this Agreement by reference. We reserve the right to change the terms of this SLA in accordance with the Official Terms.

LE are committed to providing you a high level of service, and the terms of this SLA are structured such that we guarantee certain levels of performance for the LE Service that you can rely upon. If LE does not meet those levels, LE will provide a service credit as detailed below.

Minimum Service Commitment.

We will use commercially reasonable efforts to make the LE Hosted Services available with a Monthly Uptime Percentage of at least 99.8% of the time during any month (the “Service Commitment”). In the event we do not meet this threshold, you will be eligible to receive a Service Credit as described below.

LE aims for 100% uptime on Live productions at any time; however, this cannot be guaranteed. If any downtime is experienced during any Live production, and this downtime is related to equipment owned by or delivered by LE, you are eligible to receive a Service Credit as described below. If any downtime or interruptions on both Live and On Demand services are due to external partners provided by the client to LE, or due to equipment provided by client partners to LE, or due to breach or interruptions in infrastructure on the location, or not directly related to LE, you are not at any time eligible for any Service Credit. End user issues related to end user platforms, end user infrastructure, or issues related to end users not being able to use the services, are not eligible for Service Credit as long as the service is running as intended on other platforms.

Definitions.

Except as otherwise defined below and elsewhere herein, all capitalized terms used herein shall have the meanings assigned thereto in the Official Terms:

“Monthly Downtime” means the aggregate duration of time during a calendar month plus past lifetime for the service, for which the ability to use LE Services; is not available to you in any way; OR the ability for a service frontend to be viewed; OR a Managed Service is not available due to a problem with the LE infrastructure, software or systems. Monthly Downtime shall not include the non-availability of the LE Service as a result of specific geographic downtime due to Internet backbone issues, any bug or temporary issue with non-critical LE features (i.e., graphics, library, 3rd party service integration, uploads, etc.) a Service Interruption Event , Scheduled Outage (Thursdays from 9PM-4AM), or User-side issue (e.g., problems with your Uploaded Content or Internet connectivity issues).

“Scheduled Outages” means the period that the LE Service may be temporarily interrupted for upgrades, maintenance, security patching, or for any other similar reason or purpose, including an established framework for scheduling and managing such

outages. Scheduled outages will occur during the times as determined by LE with a notice; on the LE website; OR notice by mail; OR on the backend website. Updates for the benefit of the service and minor changes will be made without notice as long as this does not influence on the service or lead to outage / downtime of the service. General service windows are all weekdays from 20.00 – 02.00 CET.

“Service Credit” means a credit of a percentage of the amount of monthly recurring fees and charges for the LE Service incurred by you for any corresponding Monthly Downtime that causes the Monthly Uptime Percentage to fall below the amount set forth in the chart below.

“Service Interruption Event” means a force majeure event such as flood, extreme weather, fire or other nature calamity, any law, order, regulation, direction, action, or request of any governmental entity or agency, war, riot, civil unrest, work stoppage or strike, or any similar event, or any other event outside of the control of LE or any third party providing any portion of the LE Service, that causes the LE Service or any portion thereof to be unavailable. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of Monthly Downtime during a given month.

Service Credits

Service Credits will be calculated as a percentage of the total charges you pay in a month calculated in accordance with the schedule below.

LE Monthly Uptime Percentage Service Credit Percentage
Greater than 99% but less than 99.8% 10%
Less than 99% 25%

In the event you experience any Monthly Downtime that causes the Monthly Uptime Percentage to fall below the Service Commitment, and LE determines in its reasonable judgment that such Monthly Downtime was caused by LE’ failure for reasons within LE’ reasonable control and not as a result of any actions or inactions of you or any third parties, your sole and exclusive remedy shall be the applicable Service Credit.

In the event that you are entitled to multiple credits hereunder arising from the same event, such credits shall not be cumulative, and you shall be entitled to receive only the maximum single credit available for such event. The aggregate maximum amount of Service Credits to be issued for any and all Monthly Downtime that occurs in a single calendar month shall not exceed twenty five percent (25%) of your pro-rated amount of monthly recurring fees and charges for the LE Service incurred by you for the month in which such Service Credits are incurred.

Requesting a Service Credit: To request any of the credits described in this section, you must send an email message credit request to contact@livehouseeurope.com within ten (10) business days from the end of the month you are eligible to receive a credit. To be eligible, the credit request must (i) include your Customer ID in the subject of the e-mail message; (ii) include, in the body of the e-mail, the dates and times of any Monthly Downtime that you claim to have experienced; (iii) include your server request logs or

other relevant data that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks); and (iv) be received by us within ten (10) business days after the end of the billing cycle in which the errors occurred. Failure to comply with these credit request requirements will forfeit your right to receive a credit.

Issuance of Service Credits: If approved, a Service Credit will be calculated by multiplying the percentage of the applicable credit to the bill for the month in question and applying that credit to the outstanding bill for the next month. In the event the credit exceeds charges for the LE Services for the next month, any balance of the Service Credit will be applied to subsequent months until the credit is fulfilled, for a maximum of six (6) months. A Service Credit will be applicable and issued only if the credit amount for the applicable month is greater than one Danish krone (1 DKK).

Note, Service Credits are only eligibly on; production of events that are Live; OR for the hosting part of On Demand events – not the actual pricing for the production of the event.

Exclusive Remedy.

Because damages from Monthly Downtime or other failure to provide the service level under this SLA would be impossible to ascertain, and that the remedies set forth herein have been arrived at in good faith as a reasonable estimate of compensation and not as a penalty, your remedy shall be fixed and liquidated as set forth in this SLA.

In no event will the total remedies available to you that are covered by this SLA exceed those set forth in this SLA. Your right to receive Service Credits set forth in this SLA is your sole and exclusive remedy for any unavailability of the LE Service or failure by LE to provide the LE Service or for LE’s failure to meet any guaranty or warranty provided by LE.

No Service Credit shall be due and LE shall have no liability for unavailability of the LE Service (a) during any Scheduled Outage, (b) resulting from a Service Interruption Event, or (c) caused directly or indirectly, by the acts or omissions of you or your representatives, or any other third party not acting at the direction or on behalf of LE, or by hardware or software of yours, your representatives, or any other third party not acting at the direction or on behalf of LE.

User Interference.

Without limitation, neither LE nor any third party shall be responsible for acts or omissions of your representatives that result in failure of, or disruption to, or unavailability of, the LE Service.

You agree that neither you nor your representatives shall attempt in any way to circumvent or otherwise interfere with any code or security precautions or measures taken by LE or any third party relating to LE Services. Any failure of or disruption to the LE Service or unavailability of the LE Service resulting from a violation of these provisions shall be considered a Service Interruption Event and you will have no right to any Service Credit or other remedy with respect to such failure or disruption.

You will be responsible for, and will indemnify LE and all affected third parties for, any damage or service interruptions caused by you or your representatives in violation of these provisions, including, without limitation, any damage to any equipment or software that is not supplied by you. Further, you agree to compensate LE and any such third party, at the then current rates, for all remedial services or losses resulting from any violation of the above provisions.

Licenses; No Ownership.

This SLA does not transfer any intellectual property to you, and as between the parties, all rights, title and interest in and to all intellectual property rights of LE and third parties shall remain solely with LE and such third parties, respectively.

You agree that you will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the LE Service. This SLA does not transfer any possessory or ownership interest in or to any LE technology to you.

All uploaded material shall always belong to you, as well as information being sent to or by you from any LE Service is considered confidential and your property – and is following the Official Terms for the LE Service. Your right is solely to the material uploaded, not any database relations or code related to the services provided by LE for the Agreement.