General Terms & SLA
Last updated on August 16, 2017
General Terms In General
All agreements between Livehouse (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.
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.
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.
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.
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.
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.
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.