Terms of Service Agreement

This is an agreement ("Agreement") between Maple Technology Solutions Limited, (“the service provider"), the owner and operator of www.studiomanager.co.uk (the "Site" and any "Services") and you ("customer" or "you" or "your" or "user(s)"), a user of the Site and Services. This Agreement is legally binding and governs your use of our Site and Services.

Throughout this Agreement, the words "ASP", "the service provider", "Studio Manager," "us," "we," and "our," refer to our company, Maple Technology Solutions Limited, and our website, www.studiomanager.co.uk, or our Service, Studio Manager, as is appropriate in the context of the use of the words.

By using or accessing our Site and using any of our Services, you acknowledge and agree to these terms and agree to be bound by this Agreement and the Privacy Policy.

We may amend our Terms of Service or Privacy Policy from time to time, we will notify you of these changes to our policy. In order to continue using our Site and Service you must agree to all such changes. If you do not agree to the Terms of Service or the Privacy Policy please stop using our Site and Services immediately.

 

1. Definitions and Interpretation
   
   • In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

 

“ASP”		means application service provider
“Applications”		means the selected software applications provided by the ASP which shall be available to the Customer, as set out in Schedule 2 of this Agreement;
“ASP Infrastructure”		means the Service Provider’s computer hardware, firmware, software and communications infrastructure which is used to facilitate access to the Applications by the Customer;
“Business Day”		means any day other than Saturday or Sunday that is not a bank or public holiday;
“Business Hour”		means any time between 09:00 and 17:30 on a Business Day, during which the Service Provider is open for business;
“Commencement Date”		means the date you are first provided access to the applications as set out in Schedule 2 of this agreement;
“Confidential Information”		means all business, technical, financial or other information created or exchanged between the Parties throughout the Term of this Agreement;
“Customer”		means "you"
“Customer Computer Systems”		means the Customer’s computer hardware, firmware, software and communications infrastructure through and on which the Applications are to be used;
“Customer Data”		means any data belonging to the Customer or to third parties and used by the Customer which is created using the Applications or otherwise stored in the ASP Infrastructure;
“Subscription”		means the monthly fee and term length as outlined in this agreement;
“Fees”		means the sums payable by the Customer in return for access to the Applications, the ASP Infrastructure and support services provided by the Service Provider in accordance with Clauses 4 and 12 and Schedule 1 of this Agreement;
“Intellectual Property Rights”		means all vested contingent and future intellectual property rights including but not limited to copyright, trade marks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up and database rights;
“Non-Customer User”		means a non-employee of the Customer who may not use the Service in the absence of written consent from the Service Provider as per sub-Clause 10.5;
“Service”		means, collectively, the Applications, ASP Infrastructure and support services provided by the Service Provider to the Customer;
“Users”		means an employee of the Customer who shall, from time to time, access the Applications through the ASP Infrastructure;
“Public”		means a member of the public that can access only the publicly available services contained within this agreement;
“Public Access”		means the use of any part of the services contained within this agreement that is deemed as being available to a member of the public;
“Studio Manager”		means the back office bookings management web site that an employee of the Customer can access via the provided web address using an authorised username and password only;
“Booking Web Site”		means the Publicly accessible web site that will be used to book the services of the Customer by a member of the public;
“Web Service”		means the web based communication layer that exists between Studio Manager and the Publicly accessible Booking Web Site;
“Bookable Item”		means a room or studio contained within the Customers business that will be bookable by both the Studio Manager and Booking Web Site Applications;
“Payment Gateway”		means a third party service that the Customers bank or chosen provider will make available to the service provider to integrate into the Booking Web Site.  After integration members of the Public will be able to book and pay for the customers services via credit card payments;
“Unsolicited web based services”		means a third party application that will attempt to collect the customers Publicly available data through an automated process or attempt to disrupt the service providers Applications through sending high volumes of fake web site visitors through an automated process;

 

• Unless the context otherwise requires, each reference in this Agreement to:
  • “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
  • a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  • “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
  • a Schedule is a schedule to this Agreement; and
  • a Clause, sub-Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
• The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
• Words imparting the singular number shall include the plural and vice versa.
• References to any gender shall include the other gender.

 

2. The Service
   • The Service Provider shall, with effect from the Commencement Date, provide the Service to the Customer on a non-exclusive basis for the duration of the Term of this Agreement and in accordance with the terms and conditions of this Agreement.
   • The Service Provider shall provide access to the Applications through the ASP Infrastructure and shall use its best and reasonable endeavours to ensure that such access does not fall below 95% This undertaking shall be subject to the exceptions contained in Clauses 4, 12, 18 and 19 of this Agreement.

 

3. Term
   • The Service will be provided by the Service Provider during the term of this agreement (the “Term"), which shall commence on the Commencement Date and will continue until 12 calendar months after the commencement date unless otherwise terminated in accordance with Clause 19 of this Agreement.
   • The term will automatically renew unless terminated in accordance with Clause 19 of this agreement.

 

4. Fees and Payment
   • The Fees due for the Service are specified in Schedule 1 to this Agreement.
   • Where the Customer has been invoiced for services outside of the subscription fees outlined in Scheduled 1 of this agreement, the Customer shall pay to the Service Provider all Fees due within 14 days of receipt of an invoice from the Service Provider for the same.
   • In the event that the Customer does not pay all Fees due within the time period specified in sub-Clause 4.2 above, the Service Provider shall suspend the Customer’s use of the Service by whatever means it deems appropriate
   • In the event that the Customer fails to pay under sub-Clause 4.3 then, without prejudice to sub-Clause 4.3, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at 3% per annum over the Bank of England base rate obtaining at the time.
   • The Service Provider reserves the right to vary the Fees from time to time as it may deem appropriate. The Customer shall receive 1 calendar month’s written notice of any such variation.  Such variations shall take effect upon expiry of such notice.

 

5. The Applications
   • The Applications to which the Customer shall have access are detailed in Schedule 2 to this Agreement.
   • The Customer cannot remove Applications during the term of this Agreement however should new Applications become available the customer can add to the selection of Applications, subject to availability of required Applications from the Service Provider. The Fees shall be amended accordingly in the event of such modification.

 

6. Training
   • A single User shall be given training for the Applications provided.
   • In the event that more Users require training, it shall be the responsibility of the Customer to ensure that all Users are appropriately trained and to bear any costs associated with such training.

           

7. Security & Data Integrity
   • The Service Provider shall ensure that at all times the ASP Infrastructure includes an appropriately configured firewall, secure communication of all http traffic (SSL certificates) and access is restricted to only those staff working for or on behalf of the service provider whom are deemed to have the appropriate levels of technical skills and security clearance required.
   • Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

 

8. Maintenance
   • The Service Provider shall be responsible for all maintenance and upgrades to the ASP Infrastructure which may from time to time be required.
   • Subject to the provisions of Clause 12, the Customer shall be responsible for all maintenance and upgrades to the Customer Computer Systems which may from time to time be required.
   • Unless maintenance is corrective in nature, maintenance shall only take place at scheduled times. The scheduled maintenance times under this Agreement are provided in schedule 5.  Corrective maintenance shall be undertaken as and when required.
   • Unless maintenance is corrective in nature, the Service Provider shall provide at least 1 Business Days’ notice of any maintenance which may affect the Customer’s use of the Service. The Service Provider shall use its best and reasonable endeavours to provide as much notice as possible in the case of corrective maintenance, however advance notice may not always be possible.
   • Where maintenance will disrupt the Service, the Service Provider shall aim to complete all necessary work within 6 Business Hours or as soon as reasonably possible thereafter where resolution in that time is not possible.
   • Whenever possible, the Service Provider shall provide a workaround solution to the Customer to enable the Customer’s continued use of the Service or to enable use that is as close to normal as is possible under the prevailing circumstances.

 

9. Software Subscription
   • The Customer shall use all Applications under a non-exclusive Subscription as set out in this Agreement. This Subscription restricts the maximum number of bookable items that can be created in Studio Manager to a number provided by the customer before commencement of this agreement.
   • All Applications provided by the Service Provider are the property of the Service Provider unless otherwise stated and shall be covered by the terms of the Subscription included in this Agreement. Where Applications are the property of a third party, the relevant licences for those Applications shall be annexed to this Agreement in Schedule 3.
   • Where Applications are the property of a third party, the Service Provider warrants that they have all requisite authority to sub-licence such Applications to the customer for the purposes of this Agreement and for use under its terms.

 

10. Applications and ASP Infrastructure Terms of Use
    • Under this Agreement, as indicated in sub-Clause 9.1 above, the maximum number of bookable items that can created in Studio Manager is restricted to a number provided by the customer before commencement of this agreement.
    • Users’ access to the Applications and the ASP Infrastructure shall be controlled by means of user name and password.
    • Should the Customer require an increased maximum number of Bookable Items then the Fees outlined in Schedule 1 will be amended accordingly.
    • A reduction in the maximum number of Bookable Items is not permitted until the full term of the agreement has passed.
    • Use by Non-Customer Users to any part of the application not explicitly deemed for Public Access, is not permitted under this Agreement in the absence of express written consent from the Service Provider, such consent not to be unreasonably withheld. The Service Provider may require such details as the reason that access to the Applications and ASP Infrastructure is required by the Non-Customer User, details of the Non-Customer User and other information which may be specified from time to time.
    • The Customer shall use the Service exclusively for the purposes of carrying on its business of providing music rehearsal and recording facilities.
    • The Service Provider shall monitor the Customer’s use of the Applications and ASP Infrastructure from time to time to ensure compliance with the terms and conditions of this Agreement and with the Reasonable Usage Policy annexed to this Agreement as Schedule 4. In the event that the Customer’s use of the Service exceeds levels deemed reasonable by the Reasonable Usage Policy, the Service Provider reserves the right to increase Fees, in accordance with Schedule 1, as it deems appropriate, supplying 1 calendar month’s’ written notice to the Customer of such an increase.
    • The Customer may only access the Applications detailed in Schedule 2 to this Agreement. No access to other parts of the ASP Infrastructure shall be permitted in the absence of express written permission from the Service Provider.
    • The Customer is exclusively responsible for its use of the Service, including the conduct of individual Users (Users to include any authorised Non-Customer Users) and must ensure that all use is in accordance with this Agreement. The Customer shall notify the Service Provider immediately of any breaches of this Agreement by any Users or Non-Customer Users.
    • Access to the Applications is only permitted through provided web addresses, via the ASP Infrastructure. Under no circumstances may the Customer download, store, reproduce or redistribute the Applications or any other part of the ASP Infrastructure, without first obtaining the express written permission of the Service Provider.
    • The Customer’s use of the Applications and ASP Infrastructure may, from time to time, be governed by statutory or regulatory rules and requirements external to the terms and conditions of this Agreement. It shall be the Customer’s exclusive responsibility to ensure that their use of the Service is in compliance with any such laws.
    • The Customer shall not disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
    • The Customer shall not use any information obtained from the Services in order to harass, abuse, or harm another person.
    • The Customer shall not engage in unauthorised framing of or linking to the Services.
    • The Customer shall not upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
    • The Customer shall not engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
    • The Customer shall not delete the copyright or other proprietary rights notice from any Content.
    • The Customer shall not attempt to impersonate another user or person or use the username of another user.
    • The Customer shall not upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ('gifs'), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as 'spyware' or 'passive collection mechanisms' or 'pcms').
    • The Customer shall not interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
    • The Customer shall not harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
    • The Customer shall not attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
    • The Customer shall not copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
    • The Customer shall not except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
    • The Customer shall not except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorised script or other software.
    • The Customer shall not make any unauthorised use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
    • The Customer shall not use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavour or commercial enterprise.
    • The Customer’s use of the Service shall be subject to the following limitations, any of which may be waived by the Service Provider giving their express written consent:
      • The Customer may not use or redistribute the Applications or the ASP Infrastructure for the purpose of conducting the business of an Application Service Provider;
      • The Customer may not redistribute or reproduce the Applications or the ASP Infrastructure through any network; and
      • The Customer may not allow any unauthorised third party to access the Applications or the ASP Infrastructure.
    • Neither the Customer, nor anyone on their behalf may, in the absence of written consent from the Service Provider:
      • Make changes of any kind to the Applications or the ASP Infrastructure; or
      • Attempt to correct any fault or perceived fault in the Applications or the ASP Infrastructure.

 

11. Customer Computer Systems
    • Prior to commencement of the Service the Service Provider shall conduct a full inspection and inventory of the Customer Computer Systems to ensure compatibility with the Applications and ASP Infrastructure. Where appropriate, the Service Provider may offer recommendations for upgrades and other alterations.  Any such recommendations shall be presented in a written report to the Customer.  The minimum specification of the customer’s computer systems can be found in schedule 6. 
    • Any Applications that are deemed for Public Access are not bound by this minimum specification. All reasonable attempts will be made to ensure the Public Access Applications are available to the majority of web enabled devices available on the market today.  The service provider reserves the right to remove support for any device where it is deemed appropriate.
    • The Service Provider may from time to time require physical access to the Customer Computer Systems for the purposes of inspecting, testing and upgrading the Customer Computer Systems to ensure their compatibility with the Applications and ASP Infrastructure. Such access shall be granted by the Customer only upon receipt of reasonable notice from the Service Provider.
    • Where, in the opinion of the Service Provider, Customer Computer Systems are likely to cause disruption to the ASP Infrastructure, the Service Provider may request that the Customer disconnects from the ASP Infrastructure until advised that re-connection is possible. The Service Provider may require changes such as upgrades or equipment replacement to be made to the Customer Computer Systems prior to re-connection.
    • In the event of any unauthorised access by the Customer of Applications or the ASP Infrastructure, in breach of sub-Clause 10.5 or otherwise the Service Provider shall be entitled to terminate access indefinitely or temporarily as it deems appropriate and to terminate this Agreement in accordance with Clause 19
    • The Customer shall ensure that no Customer Computer Systems are connected to a third party ASP system or other service, communications system or network in such a way that the Service may be accessed by unauthorised third parties.

 

12. Support
    • The Service Provider shall provide telephone and email support services during the hours of 10:00am to 17:00 Monday to Friday, such Business Hours to exclude public holidays. The support provided by the Service Provider shall relate only to the Applications and ASP Infrastructure.  Any problems which are related to Customer Computer Systems must be resolved by the Customer’s own support staff.
    • When seeking support the Customer shall use its best and reasonable endeavours to provide the fullest information possible to aid the Service Provider in diagnosing any faults in either the Applications or the ASP Infrastructure.
    • The Service Provider shall aim to resolve all support problems within 4 Business Hours or as soon as possible thereafter where resolution in that time is not possible.
    • Whenever possible, the Service Provider shall provide a workaround solution to the Customer to enable the Customer’s continued use of the Service or to enable use that is as close to normal as is possible under the prevailing circumstances.

 

13. Intellectual Property
    • Subject to sub-Clause 13.2 all Intellectual Property Rights subsisting in the Applications and the ASP Infrastructure, including any supporting software and documentation are the property of the Service Provider. For the purposes of this Clause 13, ‘Applications’ and ‘ASP Infrastructure’ along with supporting software and documentation are taken to include the manner in which all such material is compiled and presented.
    • Where expressly indicated, the Intellectual Property Rights subsisting in certain Applications including any supporting software and documentation may be the property of named third parties.
    • The Customer shall not either during the term or after the expiry of this Agreement permit or cause to occur any infringement of any Intellectual Property Rights covered by this Clause 13. Use by the Customer and its employees of the Service shall be only within the terms of this Agreement.
    • The Customer shall not, in the absence of the Service Provider’s written consent, reproduce, adapt, translate, reverse-engineer, or make available to any third party any of the Applications, any part of the ASP Infrastructure, or any other material associated with this Agreement where such activity goes beyond the scope of actions permitted by the terms and conditions of this Agreement.
    • Where the Customer either suspects or is aware of any breach of Intellectual Property Rights covered by this Clause 13 it shall be under a duty to inform the Service Provider of such breach immediately.

 

14. Customer Data
    • Subject to sub-Clause 14.2 all Intellectual Property Rights subsisting in Customer Data are and shall remain the property of the Customer.
    • Certain Customer Data may belong to third parties. In such cases, the Customer warrants that all such Customer Data is used with the consent of relevant third parties.

 

15. Confidentiality
    • During the Term of this Agreement and after the termination or expiration of this Agreement for any reason, the Service Provider shall use its best and reasonable endeavours to ensure that all Customer Data is kept secure and confidential. The Service Provider shall not, in the absence of express written consent from the Customer, disclose Customer Data to any third party unless such disclosure is required by law in which case the Customer shall be notified in writing of the disclosure.
    • During the Term of this Agreement and after termination or expiration of this Agreement for any reason for a period of 12 months starting on the date of termination, the following obligations shall apply to the Party receiving Confidential Information (the “Receiving Party”) from the other Party (the “Disclosing Party”).
    • Subject to sub-Clause 15.4, the Receiving Party:
      • may not use any Confidential Information for any purpose other than the performance of their obligations under this Agreement;
      • may not disclose any Confidential Information to any third party except with the prior written consent of the Disclosing Party; and
      • shall make every effort to prevent the unauthorised use or disclosure of the Confidential Information.
    • The obligations of confidence referred to in this Clause 15 (excluding sub-Clause 15.1) shall not apply to any Confidential Information that:
      • is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to its receipt by the Receiving Party;
      • is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;
      • is required to be disclosed by any applicable law or regulation; or
      • is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the Disclosing Party in respect thereof and who imposes no obligations of confidence upon the Receiving Party.
    • Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this Clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this Clause in addition to any damages or other remedies to which they may be entitled.
    • The obligations of the Parties under all provisions of this Clause shall survive the expiry or the termination of this Agreement irrespective of the reason for such expiry or termination.

 

16. Liability
    • The Service Provider shall not be liable to the Customer for any indirect or consequential loss the Customer may suffer even if such loss is reasonably foreseeable or if the Service Provider has been advised of the possibility of the Customer incurring it.
    • The Service Provider’s entire liability to the Customer in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement shall be limited to the equivalent of 3 months’ Subscription Fees as outlined in schedule 1 and excluding any additional costs also outlined in schedule 1.
    • Notwithstanding any other provision in this Agreement, the Service Provider’s liability to the Customer for death or injury resulting from the Service Provider’s own negligence or that of their employees, agents or sub-contractors shall not be limited.
    • The service provider bears no liability for any fraudulent activity that occurs on any part of the Applications provided. Where online payments are being made via the customers chosen Payment Gateway all liability will reside between the Payment Gateway provider and the customer.

 

17. Indemnity
    • The Customer will fully indemnify the Service Provider against all costs, expenses, liabilities, losses, damages and judgments that the Service Provider may incur or be subject to as a result of any of the following:
      • The Customer’s misuse of the Applications, ASP Infrastructure or any other element of the Service;
      • The Customer’s breach of this Agreement; or
      • The Customer’s negligence or other act of default.
    • The Service Provider shall be under no obligation to indemnify the Customer against any costs, expenses, liabilities, losses, damages and judgments that the Customer may incur or be subject to arising out of any matter covered by this Agreement.

 

18. Force Majeure
    • Neither the Service Provider nor the Customer shall be liable for breaching this Agreement where that breach results from Force Majeure.
    • Force Majeure refers to any event that is beyond the reasonable control of the parties and includes, but is not limited to: power failure, internet service provider failure, industrial action, civil unrest, theft, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

 

19. Termination
    • The Service Provider reserves the right to terminate this Agreement or to suspend the Service in the following circumstances:
      • If the Customer fails to pay Fees due under Clause 4 of this Agreement;
      • If the Customer is in breach of the terms of this Agreement;
      • If the Customer becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986;
      • If the Customer is unable to pay its debts within the definition of Section 123 of the Insolvency Act 1986; or
      • If the Customer has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up; or is the subject of a petition presented to a court for its winding up or for an administration order.
    • The Customer reserves the right to terminate this Agreement in the following circumstances:
      • If the Service Provider is in breach of the terms of this Agreement;
      • If the Service Provider becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986;
      • If the Service Provider is unable to pay its debts within the definition of Section 123 of the Insolvency Act 1986; or
      • If the Service Provider has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up; or is the subject of a petition presented to a court for its winding up or for an administration order.
    • Within 1 Business Day of the termination of this Agreement in accordance with this Clause 19 or the expiry of this Agreement, the Customer shall uninstall or otherwise remove any means of access to the Applications and ASP Infrastructure including, but not limited to, client software supplied by the Service Provider for that sole purpose. Immediately following taking such action, the Customer shall inform the Service Provider in writing that such action has been taken.

 

20. Notices
    • All notices under this Agreement shall be in writing.
    • 3 calendar months’ notice is required from the Customer in order to terminate this agreement.
    • 1 calendar month’s notice is required from the Service Provider to Customer in order to terminate this agreement unless the terms of this agreement have been broken by the Customer.
    • Notices shall be deemed to have been duly given:
      • when delivered, if delivered by courier or other messenger (including registered mail) during normal Business Hours of the recipient; or
      • when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
      • on the fifth Business Day following mailing, if mailed by national ordinary mail, postage prepaid; or
      • on the tenth Business Day following mailing, if mailed by airmail, postage prepaid.
    • In each case notices should be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

 

21. Relationship of Parties

Nothing in this Agreement shall create, or be deemed to create, a partnership, the relationship of principal and agent, or of employer and employee between the Service Provider and the Customer.

 

22. Assignment

Neither Party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.

 

23. Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement.  The remainder of this Agreement shall be valid and enforceable.

 

24. Entire Agreement
    • This Agreement embodies and sets forth the entire agreement and understanding between the Parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement, save for any representation made fraudulently.
    • Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both of the Parties.

 

25. No Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

 

26. Non-Exclusivity

The relationship between the Parties under this Agreement is and shall remain non-exclusive.  Both parties are free to enter into similar relationships with other parties.

 

27. Law and Jurisdiction
    • This Agreement shall be governed by the laws of Scotland.
    • Any dispute between the Parties relating to this Agreement shall fall within the jurisdiction of the courts of Scotland.

 

SCHEDULE 1 - Fees

 

1. Service Agreement Term
   • The minimum length of this agreement is 12 months from the Commencement Date and not including any trial period or other introductory offer.
   • By agreement, all Applications may not be available during the term of this agreement. An example being whilst Payment Gateway integration work is completed.
   • Any delays in applying for and providing the necessary details pertaining to an appropriate Payment Gateway provider will not extend the total length of the service agreement.

 

2. Service Fees
   • The fees for access and use of the Applications covered within this agreement are available via this site and can be found here.
   • The Fees will be paid monthly in advance via our chosen payment gateway provider.
   • Excluding free trial periods, the Applications will not be made available until the first payment is received and processed by the service providers payment gateway provider.
   • This fee does not cover any Payment Gateway Fees incurred by the customer for any transactions that take place using the application covered within this agreement.  Payment of these Fees is strictly between the Customer and their chosen Payment Gateway provider.
   • We may, from time to time, make changes to the subscription fee and will communicate any price changes to you.  A notice period of one calendar month will be given of any planned fee increases.

      

3. Customisation Fees
   • All customisation requests and Fees will be dealt with outside of this agreement.
   • An estimate of cost will be provided before the work is undertaken.

 

 

SCHEDULE 2 - Applications

 

1. Studio Manager
   • Access to and use of Studio Manager via a provided web address using a username and password.
   • Number of User accounts is not limited in this agreement.
   • Public Access is not granted to this site.

2. Web Services
   • In order for the Booking Web Site to communicate with the Studio Manager system several secure Web Services have been created.
   • Access is therefore granted only on the grounds of the existing system architecture and integration points.
   • Any other access to these Web Services is strictly prohibited.  Any attempt to use or distribute these Web Services will result in termination of this agreement and removal of all Services.

3. Booking Web Site
   • Public Access is granted to this site.
   • If excessive traffic is directed at this site either by Unsolicited Web Based Services or by excessive marketing campaigns where a notice period of 2 working weeks has not been given then the performance of this site cannot be guaranteed.  Depending on the impact to performance access may be removed for a period of time until such traffic is prevented or ceases to be directed at the site.
   • Every effort will be taken to prevent unsolicited traffic affecting the site but cannot always be prevented.

 

 

SCHEDULE 3 - Third Party Software Licenses

 

• No third party licenses are required at the time of this agreement.
• The introduction of a new third party service that requires a specific license will be provided as an amendment to this schedule and agreed between the Customer and Service Provider.

 

SCHEDULE 4 - Reasonable Usage Policy

 

1. Studio Manager

   All data entered is the sole responsibility of the Customer:  The customer shall not:

   • Exceed the agreed maximum Bookable Items Subscription amount.
   • Enter data deemed to be of an offensive or sexual nature – The Service Provider will assess the nature of this data should a dispute occur.
   • Access the system by any other means than that of the provided web address and a valid user name and password.
   • View any other Customers data without the express permission of that Customer.
   • If through no fault of the Customer, other Customers data becomes available then it is the Customers duty of responsibility to inform the Service Provider immediately of any service fault.
   • Provide the web address to any other third parties for any purpose unless written consent has been given by the Service Provider.

 

2. Web Services

   The customer shall not:

   • Provide any service web addresses to any third party at any time without written consent from the Service Provider.
   • Consume any of the provided Web Services in any way other than that of the provided system architecture.

 

3. Booking Web Site

   The customer shall not:

   • Provide the web address to any third parties for mass marketing campaigns without providing notice as outlined in schedule 2 to the Service Provider so that any performance or cost impacts can be addressed before hand.
   • Knowingly provide the web address to third parties that may attempt to cause disruptive or fraudulent activity that could put the Services provided at risk to either the Customer or other customers of the Service Provider.
   • Promote services to members of the public that are deemed of an offensive or sexual nature. – The Service Provider will assess the nature of this data should a dispute occur.

 

SCHEDULE 5 - Scheduled Maintenance, Upgrades & Service Interruptions

• We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice.
• We also reserve the right to modify or discontinue all or part of the Services without notice at any time.
• We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
• We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. 
• You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.

 

SCHEDULE 6 - Customers Computer System Requirements

 

These requirements only adhere to the computer systems under the Customer’s direct control and not to any public user’s computer systems that are accessing any part of the Services provided that are deemed appropriate for Public Access.

Minimum Specification

1. PC or Laptop
   • Any PC or laptop that is capable of running the latest version of Microsoft Internet Explorer (Version 10 or higher) or Google Chrome (Version 34 or higher).
   • Although Studio Manager will operate in other browsers it is only tested fully in these browsers
   • Any failure to operate as intended in other browsers will not be regarded as a fault of the software and minimal attempts to resolve the issues may be made.
   • The browsers must have Cookies and JavaScript capabilities enabled.

2. Mobile Device
   • Latest version of any Webkit enabled browser that fully supports JavaScript. (e.g. Safari (Apple) & Chrome (Google))
   • All reasonable attempts will be made to ensure the Services operate correctly on the outlined web enabled devices but the Service Provider reserves the right to remove official support from any device in the future.

 

Last modified: 17th June 2024