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In this Agreement the terms “Music Glue”, “we”, “us” and “our” mean Music Glue Limited, a company incorporated in England and Wales under company number 05946870; the terms “you” and “your” mean you, the holder of an account with us; and the term “Agreement” means these terms and conditions, together with any relevant price schedules and other related documentation.
1.1 This document sets out the terms and conditions upon which:
i. we agree to provide and you agree to use the “Music Glue Direct to Consumer” service (the “Direct Service”) for the purposes of selling products including event tickets, digital content and physical products (“Content”) to your customers (“Customers”); and
ii. we will to provide such other services as you may request via your account with us and we agree to provide in writing. By setting up an account with us, you agree to be bound by the terms of this Agreement.
2 Account set-up and other information
2.1 It is your responsibility to ensure that all information you supply via the Direct Service’s user interface is correct and accurate. This includes, but is not restricted to: product name, product description, door times, date, venue, price, postage costs, performers, entry requirements, doors close, stock levels and ticket allocations. You accept all liability for any inaccuracies.
3.1 You hereby grant us a non-exclusive, worldwide licence, subject to the terms of this Agreement, to market and sell the Content on your behalf for the duration that you make the Content available for purchase through the Direct Service.
3.2 You shall ensure that no part of any Content that you submit to the Direct Service or otherwise provide to us infringes the intellectual property rights or other rights of any third party.
3.3 Music Glue shall be entitled to use the names, likenesses, photographs and biographies provided by you, any other Content (or part of it) and your trade and service names and marks and the like in all media in connection with the exploitation of the Content. However, we shall have no obligation to carry out any marketing or to carry out marketing in any particular way unless and to the extent that we agree to in writing.
3.4 You accept all responsibility and liability for all recording, synchronisation, mechanical and/or distribution payments, performance royalties, royalties, guild or union, residual, repeat or other fees, levies and payments whatever including (without limitation) mechanical royalties as are applicable. All of such payments, royalties, fees, levies and other payments shall be paid by you and in accordance with the rules and regulations of the relevant mechanical copyright collection society and shall always be your sole responsibility, and you shall ensure that we do not incur any liability of whatever nature in respect of the same.
3.5 You must ensure that none of the Content is or is likely to be defamatory and/or obscene and/or blasphemous and/or unlawful and the exercise by us of the rights granted in this Agreement shall not violate or infringe upon any common law, statute or other right whatsoever (including, without limitation, any right of privacy, personality, copyright, trade mark or other proprietary right).
3.6 All front-line Customer support is provided by Music Glue. You may be contacted by our staff in order to resolve issues and must reply promptly.
3.7 You will indemnify us and hold us harmless against any and all costs, losses, damages, liabilities and expenses (including reasonable legal fees) arising out of or in connection with any breach by you of this clause 3.
4.1 You set and are responsible for the pricing of any Content.
4.2 Revenue from sales of Content made through the Direct Service will be made “available” for payment to you in accordance with this clause 4 after a period (the duration of which is set by Music Glue and varies by Content type) suitable for any complaints or issues to be raised and resolved. Subject to clauses 4.5 and 4.7:
4.2.1 during any such period, the revenue will be held by us on trust for you, and shall be designated as “pending”; and
4.2.2 at the end of such period, the revenue will be designated as “available”.
4.3 You agree that we may deduct from “available” revenue and retain commission on purchases of Content. The level of our commission will be as set out on our pricing page unless we agree otherwise with you in writing. We may change the level of commission on 30 days’ notice to you.
4.4 Every month we will provide a schedule showing the “available” revenue, and will pay such amounts, less our commission (as set out in clause 4.3), to the PayPal account or bank account which you have previously designated to us via your Music Glue account. You may designate a different account by giving us 20 days’ written notice. We shall not be obliged to make any payment of less than £20 (or equivalent in foreign currencies) but shall hold over any amounts due until a payment of £20 or more is due. You shall be liable for any banking changes and other fees and charges related to the making of such payments to you, and we will be entitled to deduct any such amounts from the amounts we pay to you.
4.5 In the event of Customer complaints regarding a piece of purchased Content, Music Glue reserves the right to change the status of any sale to “under investigation” until the issue is resolved. We reserve the right to refund any or all Customers in full or in part, based on the Customer Terms & Conditions. If a refund occurs, you will not be paid for the sale or portion of the sale refunded and, if already paid for the same, we reserve the right to withhold the relevant amount from future payments.
4.6 Unless you specify prices in foreign currencies, all Content will be made available in all major currencies, converted using exchange rates set by Music Glue. Any payments we make to you will be based on the base currency set for the relevant piece of Content. Payments made from us to you will be made in the base currency of your account with us.
4.7 If you have not claimed any “available” revenue within 12 months of such revenue becoming “available”, you agree that Music Glue shall be entitled to keep such sums and you hereby waive any claim that you may have to such sums.
5 Sales and other taxes on supplies
5.1 We will act as your agent in providing the Direct Service. If we act as Undisclosed Agent you agree that we may disclose the fact of our agency to Revenue Authorities or any other regulatory bodies. If we act as a “Disclosed Agent” you agree that we may disclose the fact of our agency without any restriction. You may from time to time instruct us, via the relevant setting within your account in the Direct Service, as to whether you wish us to act as a Disclosed Agent or as an Undisclosed Agent. We shall be entitled to rely on the setting in your account as an instruction to act as a Disclosed Agent or as an Undisclosed Agent, as the case may be. Such instruction shall apply to all Content in your account unless and to the extent we agree otherwise in writing in respect of individual pieces of Content. You may change the setting from time but we shall not be obliged to act in accordance with the changed setting for 14 days after you make the change.
5.2 In this section, the term “Other Relevant Sales Tax” means any tax in any Member State of the European Union governed by Council Directive 2006/112/EC or any enactment replacing that Directive and any sales tax in any other jurisdiction applicable to any supplies you make; the term “Revenue Authorities” means HM Revenue & Customs and any public authority in any jurisdiction with responsibility for the collection and management of VAT or Other Relevant Sales Tax; “Undisclosed Agent” means an agent acting in its own name and all similar concepts and descriptions in the law or practice of any jurisdiction; and “VAT” means Value Added Tax.
5.3 You agree that you have the sole responsibility for compliance with the law and practice relating to VAT and/or any Other Relevant Sales Tax.
5.4 You will have the sole responsibility for forming a conclusion as to whether there is a requirement for us to register for VAT or any Other Relevant Sales Tax in any jurisdiction in our capacity as Undisclosed Agent, and for giving us the appropriate instructions on all related matters including without prejudice to the general nature of this obligation the following:
5.4.1 which party shall sign the application for registration provided always that it shall be your responsibility to prepare the application;
5.4.2 which party shall be responsible for communicating with the Revenue Authorities in connection with the application for registration provided always that if we are instructed to communicate with the Revenue Authorities on your behalf you shall give us instructions sufficiently detailed to allow us to do so;
5.4.3 which party shall sign and submit returns and any other statements or submissions required by the law or practice in that jurisdiction provided always that it shall be your duty to prepare such returns or statements;
5.4.4 which party shall be responsible for communicating with the Revenue Authorities in connection with any queries or investigations provided always that it shall be your responsibility to provide us with full information and instructions sufficiently detailed to allow us to do so.
5.5 Subject to the foregoing and without limiting the scope of the obligations above we will act on your instructions as to:
5.5.1 registration for VAT or any Other Relevant Sales Tax
5.5.2 the liability to VAT and/or any Other Relevant Sales Tax of your supplies whether as principal or through us as Undisclosed Agent
5.5.3 compliance with the law and practice in relation to VAT or any Other Relevant Sales Tax in any jurisdiction in which you are regarded as making supplies through us in our capacity as Undisclosed Agent.
5.6 You agree that in default of instructions from you we may exercise our judgment as to the liability to VAT or to any Other Relevant Sales Tax of any supplies and/or the place of supply for any services and that we shall not be liable to you for any loss or damage in consequence of any error in making any such judgment.
5.7 You agree that you have the sole responsibility for compliance with any obligations in relation to registration for VAT and any Other Relevant Sales Tax in all jurisdictions in which you are regarded as making supplies whether as principal or through us in our capacity as Undisclosed Agent and that for this purpose you will promptly supply us with all information and documents necessary to allow us to do anything which we are required to do in relation to VAT and/or any Other Relevant Sales Tax including in particular but without prejudice to the scope of this obligation complying with all of our obligations under the law and practice of any relevant jurisdiction in which we act as Undisclosed Agent.
5.8 You agree that you will make all returns and declarations in all jurisdictions in which you are obliged to do so. You further agree that you will promptly supply us with all information and documents required to allow us to make any returns or declarations which we are obliged to make in any jurisdiction in consequence of our capacity as Undisclosed Agent.
5.9 You agree that you shall give us instructions as to the requirement for, content of, or other procedural requirements in relation to, tax invoices. You agree that in the absence of instructions from you we may exercise our own judgment in relation to such matters and that we shall not be liable to you for any loss or damage in consequence of any error in making any such judgment.
5.10 You agree that you shall deal promptly and candidly with all enquiries from Revenue Authorities and that you will comply with all time limits applicable thereto. Where we are obliged to communicate with any Revenue Authority whether in consequence of our acting as Undisclosed Agent or otherwise you agree that you will promptly provide us with all information and documents necessary to put us in a position to reply candidly to such any enquires and to comply with all time limits applicable thereto.
5.11 You agree to use your best endeavours to monitor changes in the law and practice relating to VAT and any Other Relevant Sales Tax both so far as they apply to supplies you make as principal and our obligations arising out of our status as Undisclosed Agent. You further agree to give us such instructions and assistance as may be required to allow us to ensure that we can comply with such obligations.
5.12 You agree that you will pay all our costs (including reasonable professional fees) incurred for the purpose of or in connection with or in consequence of our taking any action on your instructions under this section in addition to any charges provided for elsewhere in the Agreement.
5.13 You will indemnify us and hold us harmless against any and all costs, losses, damages, liabilities and expenses (including reasonable legal fees) that we may incur in connection with any failure by you to comply with any of your obligations in relation to any tax or in consequence of our relying on your instructions on any matter relating to any tax or in consequence of any act or omission associated with our discharge of any of our obligations under the Agreement. Without limiting the scope of this provision, loss or damage shall include professional fees incurred in dealing with communications or enquiries from Revenue Authorities. All sums due to us under this indemnity shall be payable in addition to charges provided for elsewhere in the Agreement.
5.14 You agree to be responsible for the payment of all tax liabilities relating to Content, other than Music Glue’s UK corporation tax liability on its profit, including any withholding tax, corporate tax and any other applicable tax.
5.15 If you need advice or assistance to enable you to comply with your obligations under this section we shall introduce you to a supplier or suppliers of services who can advise and assist on such matters provided always that no liability shall attach to us for any or omission of such service supplier.
6 Digital Content
6.1 You accept that all content uploaded to Music Glue is permanent and cannot be removed except by us. You can however disable public links to uploaded Content.
6.2 You accept that Customers may access purchased digital Content (whether an actual payment has occurred or not) from their own Music Glue account indefinitely.
7 Physical Items
7.1 Unless you are using the Music Glue fulfillment service (which you may request from us and we may provide or procure subject to agreement of further terms), you are responsible for the fulfillment of all items. You will send items to Customers promptly and will use due care in the packing and distribution process.
7.2 At the point of sale, customers cannot enter a separate postal address, therefore all items must be posted to the billing address.
7.3 You must supply an email address for Customer support issues. All Customers with issues regarding delivery of their items will be provided with this email address so that they can contact you directly. It is your responsibility to respond to them promptly and professionally.
8 Event Tickets
8.1 It is your responsibility to operate the door on the night of any event, including ensuring that you have a copy of the door list supplied by Music Glue. For the sake of completeness, the door list can be downloaded online from your Music Glue account at any time.
8.2 All tickets sold via this service are e-tickets (print at home). Customers are informed that they must bring a printed copy of the e-ticket with them, plus matching ID. On the night of the event, it is your responsibility to match the information on the door list provided to you against the ticket supplied by the Customer.
8.3 It is your responsibility to keep a full copy of the door list used on the night for at least 2 weeks after the event. On request you must provide the information from these lists to Music Glue in a timely manner. This information is used to contest issues raised by Customers claiming refunds.
9.1 All amounts payable by you to us under this Agreement are exclusive of VAT and VAT if applicable shall be charged in addition.
10.1 We may terminate this Agreement at any time, provided that if we do so any rights accrued up to the date of termination by either you or us will not be affected. Music Glue reserves the right to disable Content and cancel any account, without prior notice. We may remove any part of the Content from the Direct Service or cease to sell any part of the Content at any time in our sole discretion.
10.2 We do not guarantee that the Direct Service will be error-free, uninterrupted or that it will provide specific results. The Direct Service is provided on an "as-is" and "as-available" basis, and we disclaim all liability for the acts and omissions of any third party user. Except as expressly set out in this Agreement, we expressly disclaim any further warranties, conditions, or other terms, either express or implied by statute or otherwise including the implied warranties of merchantability, satisfactory quality or fitness for purpose. This clause 10.2 shall apply to the fullest extent permitted by applicable law and regulation.
10.3 To the fullest extent permitted by applicable law and regulation, (i) we accept no liability for any losses caused by the Direct Service being unavailable to you or to Customers, and (ii) we will not be responsible for any indirect losses, consequential, exemplary, special or punitive damages, lost opportunities, loss of profits, anticipated profits, actual or anticipated savings even if we has been advised of the possibility of such damages. Our will liability to you in any calendar year (whether in contract, tort (including negligence), breach of statutory duty or otherwise) will not exceed the commission on the Content in the same period, provided that we do not limit our liability at law for fraudulent misrepresentation or for death or personal injury caused by negligence or any other type of liability which cannot by law be excluded or limited.
10.4 Music Glue reserves the right to modify the software and/or the website used in the Direct Service at any time without notice. You agree to comply with any reasonable instructions we give you in relation to the use of your account or the sale or management of any Content from time to time.
10.5 You may not disclose to any third party any information relating to this Agreement (including its existence, terms and pricing) except with our express prior written consent. However, this clause 10.5 shall not apply to information which is already in the public domain, was acquired by you without breaching an obligation of confidentiality, or is required to be disclosed by a court or other competent authority. You agree to indemnify us and hold us harmless against any and all costs, losses, damages, liabilities and expenses (including reasonable legal fees) arising out of or in connection with any breach by you of this clause 10.5.
10.6 Music Glue reserves the right to change this Agreement at any time on 7 days’ written notice, and you will be deemed to have accepted any changes if you continue to use the Direct Service or any other services provided by us after such notice period. Any Content already on sale at the time of a change will not be affected by the change.
10.7 You acknowledge that we may use third parties to provide all or part of the services outlined in this Agreement.
10.8 If you breach this Agreement and we do not take any action against you we shall still be entitled to use our rights and remedies at a later stage or in any other situation where you breach this Agreement.
10.9 You will ensure that you comply with the Data Protection Act 1998 and any related or similar legislation or guidance in any jurisdiction (together “Data Protection Legislation”) in relation to details about Customers that you acquire through the use of the Direct Service and other personal data (as defined in the Data Protection Legislation). In particular, you must not pass such data on to any third parties or allow unauthorized third parties access to such data. You agree to indemnify us and hold us harmless against any and all costs, losses, damages, liabilities and expenses (including reasonable legal fees) arising out of or in connection with any breach by you of the Data Protection Legislation.
10.10 All notices from you to us must be sent by email to firstname.lastname@example.org in the first instance; notices from us to you may be sent to the email address to which your account with us is registered. Any notice sent to us by email shall only be valid if acknowledged by us in writing; if you do not receive a confirmation email within 24 hours then you may notify us by post at 5 Stucley Place, London, NW1 8NS, UK.
10.11 This Agreement is not intended to be for the benefit of and shall not be exercisable by any person under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10.12 If any part of this Agreement is held to be unenforceable, then that part shall be deemed to be deleted from the Agreement, and the validity, legality or enforceability of the remainder shall be unaffected.
10.13 This Agreement shall be governed by the law of England and Wales, and you and Music Glue irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.