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General Terms & SLA

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These terms are valid as of January 2020

General Terms

All agreements between Livehouse (hereafter ”LH”) 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 LH, is valid for 14 days after the date quote is issued. If the quote is not accepted within the valid period, price, terms
and 
conditions may vary. If LH 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 EventCDN hosting, viewing hours etc. follow the subscription baseFor all production, -design or coordination services which doesn’t include streaming, but rental of equipment, personnel etc. –
only 
the quoted is included. It is therefore  never to be expected that misc. Cables, extra hours 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, LH will initiate the coordination of events, procedure of production (times and exact content for delivery, access to
venue, 
platform design etc.), 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 LH 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 – written or oral, an order confirmation will be sent from LH.

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

1.4 prices

All prices from LH, 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 LH, 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 LH for immediate payment – overruling any deviation in normal payment terms.

The agreement is subject to the SLA for LH 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.

Any transport and accommodation will always be invoiced afterwards, with actual costs for mileage (DKK 5/km) and other related costs to this. If transport and accommodation is not included in the quote, this will still apply to any order / final invoice.

Setup requires access to facilities, accordingly to the agreement and individual case.

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 – in order for LH to ensure delivery accordingly to SLA.

At “Dial-in” presentations, production is made from LH’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 event.

LH 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 – however deviations may apply.

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.

LH employees are also to be considered insiders in the customer’s business, hence employees in LH are also regarded as insiders 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, LH 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.

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

4.1 payment terms

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

By agreement approval, 20% of the production cost is invoiced, to cover all coordination by our CSM, Design and/or Production Teams etc..

In case of exceeding the applicable terms of payment, you will be charged a fee of DKK 410,00 including compensation fee – plus interest (accordingly to government rate) per running month.

4.2 invoices

Invoice will be sent as email with all relevant information of 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 :

– At 15-11 working days prior to event date, 50% of the production cost is charged.
– At 10 – 6 working days prior to event date 75% of the production cost is charged.
– At 5 working days or less prior to event date, 100% of the production cost is charged.

In any cases of cancellation or postponement, 100% of event related costs will be charged. Event related costs include but is not limited to: travel costs, accommodation and third party expenses (eg. External rent of interpreter booths, interpreters etc).

5.1 third party

LH 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.

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, LH must be notified within 3 working days of an event – or 3 working days after an event deemed unsatisfactory. LH will then go into the case and within 3 working days return answers – and have started correcting the error.

If LH should have the perception of relationships that have a significant impact on delivery or maintenance of the agreement, LH 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 LH – 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, pandemics, 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.

LH 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.

LH 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, LH may not be held liable for infringement if LH has used or has been asked to use material by the customer.

LH can not be held responsible to third parties.

7. 2 governing law & jurisdiction

These terms are governed and shall be construed in accordance with the laws of the State of Denmark. Any disputes between the parties arising out of or in relations to the terms and to sales agreements governed by the terms are determined in accordance with the laws of the State of Denmark except for international choice of law and venue provisions.

The state and federal courts located in Copenhagen shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.

Livehouse A/S
Galoche Alle 14 DK-4600 Køge
CVR/VAT DK35038574

These terms are valid as of June 2021

Service Level Agreement (SLA)

This Service Level Agreement (The “SLA”) Is A Policy Governing The Use of any solution or services owned or operated by LIVEHOUSE under the Agreement between LIVEHOUSE and the Customer.
 

Minimum service commitment

Livehouse will use all commercially reasonable efforts to make the LIVEHOUSE EventCDN Application available with a Monthly Uptime Percentage of at least 99.8% of the time during any month (the “Service Commitment”). In the event Livehouse does not meet this threshold, the Customer will be eligible to receive a Service Credit as described below.

LIVEHOUSE 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 LIVEHOUSE  , the Customer is eligible to receive a Service Credit as described below, provided that LIVEHOUSE cannot remedy such failure within 3 hours. If any downtime or interruptions on both live and on-demand services are due to external partners provided by the Customer to LIVEHOUSE, or due to equipment provided by the Customers’ partners to LIVEHOUSE, or due to breach or interruptions in infrastructure on the location, or not directly related to LIVEHOUSE, the Customer is not at any time eligible to 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 General 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 LIVEHOUSE Services i. is not available to the Customer in any way, ii. or the ability for a service frontend to be viewed, iii. or a Managed Service is not available due to a problem with the LIVEHOUSE infrastructure, software or systems. Monthly Downtime shall not include the non-availability of the LIVEHOUSE Services as a result of specific geographic downtime due to Internet backbone issues, any bug or temporary issue with non-critical LIVEHOUSE features (i.e. graphics, library, 3rd party service integration, uploads, etc.) a Service Interruption Event, Scheduled Outage (Thursdays from 21.00 – 04.00 CET), or user-side issues (e.g., problems with the Customer’s Uploaded Content or Internet connectivity issues).

“Scheduled Outages” means the period that the LIVEHOUSE Services 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 LIVEHOUSE with a 24-hours prior notice ie. on the LIVEHOUSE website, ii. or notice by mail, iii. 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 LIVEHOUSE Services 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 LIVEHOUSE or any third party providing any portion of the LIVEHOUSE Service, that causes the LIVEHOUSE 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:

Livehouse Monthly
Uptime Percentage

Service Credit
Percentage

More 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 LIVEHOUSE determines in its reasonable judgement that such Monthly Downtime was caused by LIVEHOUSE’ failure for reasons within LIVEHOUSE’s 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 the amount of monthly recurring fees and charges for the LIVEHOUSE Service incurred by the Customer for the month in which such Service Credits are incurred.

Service credits issurance procedure requesting a service credit:

To request any of the credits described in section 4, you must send an email to [email protected] within ten (10) business days from the end of the month in which 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; and (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 LIVEHOUSE 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 – and can only be credited future events, i.e. not refund of the payment made for the production of the event in question.  

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 within. Your right to receive Service Credits set forth in this SLA is your sole and exclusive remedy for any unavailability of the LIVEHOUSE Services or failure by LIVEHOUSE to provide the LIVEHOUSE Services or for LIVEHOUSE’s failure to meet any guaranty or warranty provided by LIVEHOUSE.

No Service Credit shall be due and LIVEHOUSE shall have no liability for unavailability of the LIVEHOUSE 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 the Customer or its representatives, or any other third party not acting at the direction or on behalf of LIVEHOUSE, or by hardware or software of the Customer, its representatives, or any other third party not acting at the direction or on behalf of LIVEHOUSE.

User interference

Without limitation, neither LIVEHOUSE nor any third party shall be responsible for acts or omissions of the Customer’s representatives that result in failure of, or disruption to, or unavailability of, the LIVEHOUSE Services.

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

The Customer will be responsible for, and will indemnify LIVEHOUSE and all affected third parties for, any damage or service interruptions caused by the Customer or its representatives in violation of these provisions, including, without limitation, any damage to any equipment or software that is not supplied by the Customer. Further, the Customer agrees to compensate LIVEHOUSE 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 the Customer, and as between the parties, all rights, title and interest in and to all intellectual property rights of LIVEHOUSE and third parties shall remain solely with LIVEHOUSE and such third parties, respectively.

The Customer agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the LIVEHOUSE Service. This SLA does not transfer any possessory or ownership interest in or to any LIVEHOUSE technology to the Customer.

All uploaded material shall always belong to the Customer, as well as information being sent to or by the Customer from any LIVEHOUSE Service is considered confidential and the Customer’s property – and is following the Official Terms for the LIVEHOUSE Service. The Customer’s right is solely to the material uploaded, not any database relations or code related to the services provided by LIVEHOUSE for the Agreement.  2021

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