Headliner Entertainment Services Agreement (Acts)
Welcome to Headliner!
Headliner is an on-line platform enabling event planners ("Event Planner (s)" "you", "your") to book entertainment services by providing access to a database of artists of a range of genres ("Act(s)" "you", "your") and the Headliner platform to allow you to communicate with your chosen Act. Our aim is to make searching for and booking your favourite Act easy and efficient, to help you to make your event a success.
By using our Site and our Services, you agree to be bound by this Agreement.
If you are uncertain about your rights under this Agreement please email [email protected] or send a letter to Headliner Entertainment Ltd, 20-22 Wenlock Road, London, N1 7GU.
- The terms set out below explain how you may buy services from our Site as an Event Planner and what obligations you have as an Act providing services on behalf of Headliner. When buying any services you agree to be bound by these terms and the documents referred to in them. If you do not agree with or accept the terms of this Agreement, you must not submit an Order to buy services unless Headliner agrees otherwise with you in writing in advance. If you have any questions about these terms, please contact [email protected].
- These terms of this Agreement are only available in English. No other languages apply to these terms.
In these terms, the following words have the following meanings:
'Act' means the performing artists maintained on Headliner database available to perform entertainment services at Events;
'Branding Guidelines' means the written guidelines of Headliner prescribing the permitted form and manner in which our logo, domain name, promotional material and other brand elements may be used from time to time;
'Confirmation email' means the email from Headliner, containing a confirmation code confirming acceptance of your Order;
'Content' means any and all content including text, profiles, information, data, software, executable code, images, audio or video material in any medium or form on the Site;
'Database' means the searchable database on the Site containing profiles of Acts of a range of genres as well as links to tracks, audio and video footage, biographies, images and photographs, together with a search and booking facility and incorporating a secure platform for Event Planners and Acts to communicate with each other in respect of providing entertainment services at Events;
'Enquiry' means a booking request from an Event Planner for Services through our Site's booking facility;
'Event' means the event in respect of which the Services are required by the Event Planner as set out in the Order;
'Event Location' means the address and location of the Event where the Services are to be performed as set out in the Order;
'Fees' means the Act's rate for performance at the Event, any associated costs and expenses (including travel and accommodation costs), plus our service fee of 20%.
'Order' means the Event Planners' order for Services following the Event Planner's written acceptance of the Quotation (defined below) and accepted by Headliner by the Confirmation email;
'Quotation' means the Fees for Services quoted to the Event Planner in response to an Enquiry;
'Services' means in the appropriate context:
- as an Event Planner, the use of our Site and its platform for the purpose of finding and booking entertainment services and Acts for your Event and our related supporting administrative services ('Entertainment Services'); or
- as an Act, access and use of our Database, Site platform and supporting administration and payment services for the purpose of obtaining bookings and payment from Event Planners ('Database Services').
The steps required to create legally binding contract between you and Headliner are as follows:
- In order to purchase Services for your Event from Headliner, or to supply Services as an Act, you must register an account ("Account") on our Site. You must be at least 18 years old and must be able to enter into legally binding contracts. If you are registering with Headliner for a business, you represent that you have the authority to legally bind that business entity.
- When opening an Account you must provide complete and accurate information and, if you are an Event Planner, provide us with a valid credit or debit card or PayPal account, or, if you are an Act, appropriate banking details to enable us to pay you. If your registration or payment information changes at any time, you must promptly update your details in your Account.
- You are solely responsible for maintaining the confidentiality of your account information and password. You are solely responsible for any activity relating to your Account. Your Account is personal to you and is not transferable to another party.
- Headliner shall provide the Database Services to you, in accordance with the terms of this Agreement.
- We may need certain information from you that is necessary to enable us to provide the Services. We will contact you in writing if we need more information. If you do not, after being asked by us, provide us with this information, or you provide us with incomplete or incorrect information, we will not be liable for any errors, delay or non-performance of the Services caused as a result.
Headliner may make any changes to the Services:
- needed to comply with applicable law or safety requirements; or
- which do not materially affect the nature or quality of the Services or the identity of the Act requested in the Order but we will always notify you in advance of such changes.
- Headliner will not be liable for any delay in or failure of performance of the Services so far as caused by an event of Force Majeure or your failure to perform your obligations under the Agreement.
If you, as an Act, do not fulfil your contractual obligations
towards an Event Planner in accordance with the Order, Headliner reserves the right
to charge you the following additional fees and other charges to cover our costs for
resolving the issue, including finding replacement Acts or issuing a refund to the Event Planner:
- replacement fee of a comparable or better Act to deliver the Services. The replacement fee may can be higher than the original price set out in the Order;
- any additional travel or logistic costs incurred to ensure any replacement Act can fulfil the Event Planner requirements set out in the Order or connected with resolving issues caused by Orders that were not correctly fulfilled.
- if you have delivered incorrect, misrepresented or invalid information to the Event Planner, we may charge you for the cost of any refund requested by the Event Planner.
- in addition to the fees and charges above we may charge a reasonable administrative fee for the costs incurred by us when resolving issues caused by Orders that were not correctly fulfilled by you.
- additional fees and other charges that we incur may be deducted from pending or future payments received from Event Planners.
- When assessing whether to charge you for additional fees and other charges, we will take your legitimate interests into account, and shall in particular consider if you are responsible for non-fulfilment.
The Act will:
- Notify the booker and Headliner of any special requirements for the Event when responding to an Enquiry and before accepting the booking.
- Ensure that the event planners is communicated with in a timely fashion, providing all information requests.
- Ensure that punctuality is exceptional for each event booked through the Headliner platform.
- Ensure that all members behave in a professional manner.
- Ensure that all equipment is PAT tested and the appropriate Public Liability Insurance is held.
- Ensure that any other required licenses or insurance is secured prior to the performance.
The Act will also:
- Co-operate with Headliner and follow our reasonable instructions in relation to the performance of the Services;
- Keep all equipment, materials and other property of the event planner at the Event Location safely and at its own risk and in the same condition as they were in when supplied (fair wear and tear excepted);
- Not dispose of or use any equipment or materials or other property of an event planner without the event planners prior written agreement.
- All communications must be conducted within the Headliner Site platform. Headliner shall not be responsible for performance of any obligations under these terms that relate to any agreements made between Event Planners and Acts outside the Headliner Site platform.
- The Act will:
- Payments of Fees are processed by Braintree Payment Services, a division of Paypal ("Braintree") on behalf of Headliner and credited to Headliner less any service fees charged by Braintree for processing your payment in accordance with the terms of our payment services agreement with Braintree.
- Prices for our Services may change from time to time, but changes will not affect any Order you have already placed.
- Fees are quoted in pounds sterling (£)(GBP).
- If the contract between us to provide the Services ends, it will not affect our right to receive any money that you owe to us under this Agreement.
- Headliner stores all bank details for payments to acts encrypted in the database. This means that no third party can access your data. It will only be used by the Headliner system for payments due to artists.
- Upon completion of acts services, payment will be made by the Headliner system 48 hours after the event date has passed.
- Headliner takes 20% commission incl. VAT from the Performance fee on all bookings, including bookings agreed via the Concierge Service. This covers the cost of providing support and improving the Headliner service for acts.
- The take-home pay which the Act receives is known as their Earnings. The full breakdown of the Act's fee can be viewed on the enquiry and confirmed booking page.
- In the unlikely event that you have any problem with our Services please contact us and tell us as soon as reasonably possible to give us a reasonable opportunity to rectify it.
- The Act must immediately inform Headliner of any alterations to the Event in writing. Subject to the following clauses, we shall make every effort to facilitate your request where we consider it reasonable to do so.
- If any Event is altered or cancelled by you for any reason, in whole or in part, you accept full liability for all sums of money expended by Headliner or the event planner in connection with such cancellation or postponement of your Event.
- Once a cancellation has taken place, an invoice will be provided to you outlining the fees that have occurred as result of the cancellation. Upon receipt of invoice, you will have 14 days to settle the full balance of fees.
Headliner or the event planner shall have no liability to you for your cancellation, alteration or change to the quality of the Services:
- as a result of a change to the artists circumstances if you have not notified in sufficient time to us to implement appropriate change to your Service requirements or where to do so exceeds the Fees paid for the Services;
- which results in the event planner needing to change the Services, or where the quality of those Services is affected, or the Act is unable to perform the Services due to inclement weather or other climatic conditions or event outside our reasonable control; or
- where the Event is cancelled or postponed at the direction of regulatory bodies or in order to comply with any legal requirement or order of any court or tribunal.
- If the event planner cancels the event up to 30 days or longer. You will not be entitled to any fee.
If an event planner cancels within 30 days of the event, you will be entitled to your full fee as quoted on the Headliner platform providing we have been able to secure the balance payment. This will be paid to you after the cancellation is actioned.
- An attempt to take the balance payment is automatically actioned on the 30th day prior to the event.
In the event of a failed payment, the system will automatically attempt to take the balance payment 7 days after the failure (2nd attempt). The event planner will also receive a notification of failure in email and text message form.
If the system is unable to recover the payment after a second attempt, the event will be cancelled. Pursuant to this clause, if the balance has not been recovered, full fee payment cannot be made to the booked act. In this case, as an act of good will, Headliner may, at their whole discretion, decide to release part of the service fee to the act.
- An attempt to take the balance payment is automatically actioned on the 30th day prior to the event.
- Headliner does not promise that the Site will be error-free, uninterrupted, nor that it will provide specific results from use of the Site or any content, search or link on it. The Site and its content are delivered on an "as-is" and "as-available" basis. We cannot ensure that content you download from our Site will be free of viruses or contamination or destructive features.
- In particular, whether you are an Event Planner or an Act, if you submit content to the Site, whether articles, images, audio or video footage, narrative, software or other copyrightable material, you must ensure that content does not infringe the copyright or other rights of third parties (such as privacy or public rights).
- We will only be legally responsible to you for any loss or damage which is a reasonably foreseeable consequence of a breach of the terms of this Agreement. Losses are foreseeable where they could be contemplated by you and by Headliner at the time this Agreement is entered into. We are not legally responsible for indirect losses that happen as a side effect of the main loss or damage and which are not foreseeable by you and us (such as loss of profits or loss of opportunity).
- Where you are a business, to the fullest extent permitted by law we (including our Acts, affiliates, directors, contractors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from either the use of our Site, or in connection with the performance of the Services to you.
- Our total liability to you howsoever arising under this Agreement shall be limited to the Fees paid for the Services, as set out in the Order.
Nothing in this Agreement shall exclude our liability to you for:
- death or personal injury caused by our negligent acts or omissions (or those of any of our employees or agents);
- fraud or fraudulent misrepresentation;
- breach of any of the provisions implied into these terms under the Supply of Goods and Services Act 1982 (or any other applicable law);
- for defective products under the Consumer Protection Act 1987 or equivalent local consumer protection legislation; or
- any other liability which cannot lawfully be excluded or limited.
- The Event Planner is totally responsible for applying for all necessary licences, consents and permissions required prior to showcasing your Event, including without limitation the maintenance of the venue and parking, if provided, and ensuring compliance with all applicable health and safety legislation at your Event. By entering into this Agreement you accept that you will implement and comply with all regulatory requirements regarding your Event.
- You will ensure that appropriate insurances are in place prior to the Event and will provide us with evidence of that at our request.
- All Acts must implement and maintain Public Liability Insurance providing adequate cover acceptable by Headliner prior to uploading your information on our Database. Under no circumstances must an Act continue to offer Services on our Site, without such insurance being in place, or if your insurance is terminated or suspended for any reason. You shall provide Headliner with evidence of your insurance cover and payment of up to date of premiums, on request. You shall also provide details of your insurance cover to our Event Planners upon their request in connection with any Services to be provided by you.
- For the purposes of this clause, “Intellectual Property” means any and all rights throughout the world in the nature of copyright, trade-marks (registered and unregistered), logos, database rights, rights in software and know-how, together with all rights to apply for the same and all future rights of such nature.
- Headliner exclusively owns the Intellectual Property in the Site and its Content, and except in respect of the proprietary works or materials exclusively owned by our Acts and uploaded onto the Database, we own all image and moral rights in all materials included in the Services, including but not limited to artwork, photography, copy, audio or video footage, masters, recordings and other work produced as a result of this Agreement.
- Upon entry into the contract with you, Headliner and the Act each shall grant to the Event Planner a non-exclusive, non-transferable, royalty-free license to use the Intellectual Property in accordance with our Branding Guidelines for the purposes of receiving the benefit of the Services at the Event in accordance with this Agreement.
- As an Act, by creating a profile and uploading material on our Database, you grant to Headliner a non-exclusive, non-transferable, royalty-free licence to use your Intellectual Property on our Database for the purpose of advertising or performing the Services.
- As an Event Planner, you agree to display the Headliner logo and branding and such of our proprietary material that is authorised by us at your Event and any public, press or media announcements in according with our Branding Guidelines that we shall provide to you upon confirmation of your Order. We shall consult with you following confirmation of your Order during the planning stage to agree the most appropriate promotional material that you may use to suit your Event.
- You agree not to sue our branding or Intellectual Property for any purpose other than in relation to your Event, without our prior written consent.
- If a dispute arises, we strongly encourage you to contact us directly as soon as possible to seek a resolution by sending an email to [email protected]. We will try to resolve any disputes quickly and efficiently.
- Headliner reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or any part of the Site, with or without notice for any reason. However where you have placed an Order we will provide you with notification of this and alternative contact details to ensure your Event is not impacted. Headliner performs regularly scheduled maintenance and unplanned maintenance may sometimes be necessary to optimise the availability and functionality of our Site. While we do our best to avoid inconvenience to our Event Planners and our Acts, the Site and Order facilities may be temporarily unavailable during maintenance periods. If you experience any concerns in such circumstances please email [email protected].
- We shall have no liability to you for any breach of these terms caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.
- For the convenience of users of our Site, one or more links to other Internet websites may appear from time to time. Except for Internet websites maintained by Headliner, the Internet websites to which links are provided are not under the control of Headliner and we assume no responsibility for the contents of any such linked Internet website, or for any potential damage arising out of or in connection with the use of any such link. In addition, the existence of a link between this website and any other Internet website is not and shall not be understood to be an endorsement by Headliner of the owner or proprietor of the linked Internet website.
The benefits of using the Headliner platform are set out in our trust page for both event planners and acts.
If in the event that either the event planner or act decides to agree a fee away from the platform, Headliner is entitled to its 20% service charge of the entire agreed fee between act and event planner, if the enquiry between both parties originated on the Headliner platform.
- We may transfer our rights and obligations under an Agreement to another organisation, but this will not affect your rights or our obligations under these terms or any Order placed by you. We will notify you by posting a notification on the Site if this happens.
- You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.
- This Agreement is between you, either as (1) the Event Planner, or as (2) the Act, and Headliner. No one other than a party to this Agreement has any right to enforce any of these terms.
- Each clause of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clause will remain in full force and effect.
- If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.