WEBSITE PRIVACY POLICY

MN2S Management Limited respects your privacy and is committed to protecting your personal data. This privacy notice will inform you as to how we look after your personal data when you visit our website (regardless of where you visit it from) and tell you about your privacy rights and how the law protects you.

IMPORTANT INFORMATION AND WHO WE ARE

Purpose of this privacy notice
This privacy notice aims to give you information on how MN2S Management Limited collects and processes your personal data through your use of this website, including any data you may provide through this website when you register with us, sign up to our newsletter or use of our products or services.

This website is not intended for children and we do not knowingly collect data relating to children.

It is important that you read this privacy notice together with any other privacy notice or fair processing notice we may provide on specific occasions when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data. This privacy notice supplements the other notices and is not intended to override them.

Controller
MN2S Management Limited is the controller and responsible for your personal data (collectively referred to as ” MN2S Management Limited”, “we”, “us” or “our” in this privacy notice).

We have appointed a Data Protection Manager who is responsible for overseeing questions in relation to this privacy notice. If you have any questions about this privacy notice, including any requests to exercise your legal rights, please contact the Data Protection Manager using the details set out below.

Contact details
Our full details are:

Full name of legal entity: MN2S Management Limited

Name of Data Protection Manager: Edmund Singer-Kingsmith

Email address: edmund@mn2s.com

Postal address: The Ministry, 79-81 Borough Road, London, SE1 1DN

Telephone number: 0207 3787 321

You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.

Changes to the privacy notice and your duty to inform us of changes
This version was last updated in April 2018.

It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.

Third-party links
This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.

THE DATA WE COLLECT ABOUT YOU

Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).

We may collect, use, store and transfer different kinds of personal data about you which we have grouped together follows:

  • Identity Data includes first name, last name, title.
  • Contact Data includes billing address, email address and telephone numbers.
  • Financial Data includes bank account and payment card details.
  • Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
  • Technical Data includes internet protocol (IP) address, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access this website.
  • Profile Data includes your interests and preferenceIf you fail to provide personal datas.
  • Usage Data includes information about how you use our website, products and services.
  • Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.

We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy notice.

We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data). Nor do we collect any information about criminal convictions and offenses.

If you fail to provide personal data
Where we need to collect personal data by law, or under the terms of a contract we have with you and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with goods or services). In this case, we may have to cancel a product or service you have with us but we will notify you if this is the case at the time.

HOW IS YOUR PERSONAL DATA COLLECTED?

We use different methods to collect data from and about you including through:

    • Direct interactions. You may give us your Identity, Contact and Financial Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
      • apply for our products or services;
      • request information from us; or
      • complete our ‘Contact Us’ form;
    • Automated technologies or interactions. As you interact with our website, we may automatically collect Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. We may also receive Technical Data about you if you visit other websites employing our cookies.
  • Third parties or publicly available sources. We may receive personal data about you from various third parties and public sources as set out below:
    • Technical Data from analytics providers such as Google based outside the EU;
    • Contact, Financial and Transaction Data from providers of technical, payment and delivery services such as PayPal (Europe) S.à r.l. et Cie, S.C.A. based inside the EU.
    • Identity and Contact Data from publicly availably sources such as Companies House and the Electoral Register based inside the EU.

HOW WE USE YOUR PERSONAL DATA

We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:

  • Where we need to perform the contract we are about to enter into or have entered into with you.
  • Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
  • Where we need to comply with a legal or regulatory obligation.

Generally, we do not rely on consent as a legal basis for processing your personal data other than in relation to sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us.

Purposes for which we will use your personal data
We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.

Purpose/ActivityType of dataLawful basis for processing including basis of legitimate interest
To register you as a new customer(a) Identity

(b) Contact

Performance of a contract with you
To process and deliver your order including

(a) Manage payments, fees and charges

(b) Collect and recover money owed to us

(a) Identity

(b) Contact
(c) Financial
(d) Transaction
(e) Marketing and Communications

(a) Performance of a contract with you

(b) Necessary for our legitimate interests (to recover debts due to us)

To manage our relationship with you which will include

(a) Notifying you about changes to our terms or privacy policy

(b) Asking you to leave a review or take a survey

(a) Identity

(b) Contact

(c) Profile
(d) Marketing and Communications

(a) Performance of a contract with you

(b) Necessary to comply with a legal obligation

(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our products/services)

To administer and protect our business and this website (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data)(a) Identity

(b) Contact

(c) Technical

(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganisation or group restructuring exercise)

(b) Necessary to comply with a legal obligation

To deliver relevant website content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you(a) Identity

(b) Contact

(c) Profile

(d) Usage

(e) Marketing and Communications

(f) Technical

Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy)
To use data analytics to improve our website, products/services, marketing, customer relationships and experiences(a) Technical

(b) Usage

Necessary for our legitimate interests (to define types of customers for our products and services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy)
To make suggestions and recommendations to you about goods or services that may be of interest to you(a) Identity

(b) Contact

(c) Technical

(d) Usage

(e) Profile

Necessary for our legitimate interests (to develop our products/services and grow our business)

Marketing
We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising.

Promotional offers from us
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).

You will receive marketing communications from us if you have requested information from us or purchased goods or services from us and, in each case, you have not opted out of receiving that marketing.

Third-party marketing
We will get your express opt-in consent before we share your personal data with any company outside the MN2S Management Limited group of companies for marketing purposes.

Opting out
You can ask us or third parties to stop sending you marketing messages at any time by contacting us at any time.

Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service purchase, product/service experience or other transaction.

Cookies
You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of this website may become inaccessible or not function properly. For more information about the cookies we use, please see our Cookie Policy.

Change of purpose
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.

If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

DISCLOSURES OF YOUR PERSONAL DATA

We may have to share your personal data with the parties set out below for the purposes set out in the table in paragraph 4 above.

  • Internal Third Parties as set out below.
  • External Third Parties as set out below.
  • Third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy notice.

We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.

INTERNATIONAL TRANSFERS

We share your personal data within the MN2S Management Limited Group. This will involve transferring your data outside the European Economic Area (EEA).]

Some of our external third parties are based outside the European Economic Area (EEA) so their processing of your personal data will involve a transfer of data outside the EEA.

Whenever we transfer your personal data out of the EEA, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:

  •  We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission. For further details, see European Commission: Adequacy of the protection of personal data in non-EU countries.
  •  Where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe. For further details, see European Commission: Model contracts for the transfer of personal data to third countries.
  •  Where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between the Europe and the US. For further details, see European Commission: EU-US Privacy Shield.

Please contact us if you want further information on the specific mechanism used by us when transferring your personal data out of the EEA.

DATA SECURITY

We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

DATA RETENTION

How long will you use my personal data for?
We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.

To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.

Details of retention periods for different aspects of your personal data are available in our retention policy which you can request from us by contacting us.

By law we have to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for seven years after they cease being customers for tax purposes.

In some circumstances you can ask us to delete your data: see Request erasure below for further information.

In some circumstances we may anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.

YOUR LEGAL RIGHTS

Under certain circumstances, you have rights under data protection laws in relation to your personal data. Please click on the links below to find out more about these rights:

  • Request access to your personal data

Commonly known as a “data subject access request”. This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.

  • Request correction of your personal data

This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.

  • Request erasure of your personal data

This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.

  • Object to processing of your personal data

You have the right to object where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.

  • Request restriction of processing your personal data

This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data’s accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.

  • Request transfer of your personal data

We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.

  • Right to withdraw consent

Where we are relying on consent to process your personal data you have the right to withdraw this. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

If you wish to exercise any of the rights set out above, please our Data Protection Manager, Edmund Singer-Kingsmith, the details of whom are above.

No fee usually required

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.

What we may need from you

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time limit to respond

We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

GLOSSARY

– LAWFUL BASIS

  • Legitimate Interest means the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting us.
  • Performance of Contract means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.
  • Comply with a legal or regulatory obligation means processing your personal data where it is necessary for compliance with a legal or regulatory obligation that we are subject to.

– THIRD PARTIES

Internal Third Parties
Other companies in the MN2S Management Limited Group acting as joint controllers or processors and who are based in the EU and the US and provide IT and system administration services and undertake leadership reporting.

External Third Parties
Service providers acting as processors based in the EU and the US who may provide IT, SEO, telephone, international payment and system administration services.

  • Professional advisers acting as processors or joint controllers including lawyers, bankers, auditors and insurers based in the EU and the US who provide consultancy, banking, legal, insurance and accounting services.
  • HM Revenue & Customs, regulators and other authorities acting as processors or joint controllers based in the United Kingdom who require reporting of processing activities in certain circumstances.

COOKIE POLICY

How to control and delete cookies

MN2S Management Limited Group does not use cookies to collect personally identifiable information about you. However, you can restrict or block the cookies that are set by MN2S Management Limited Group, or any other website, through your browser settings. The ‘Help’ function within your browser will advise on how this can be done. Alternatively, you can visit www.aboutcookies.org which contains comprehensive information on how to block the cookies on a wide variety of browsers. You will also find details on how to delete cookies from your computer as well as more general information about cookies. For information on how to do this on the browser of your mobile phone you will need to refer to your mobile phone manual.

‘Strictly Necessary’ cookies

MN2S Management Limited Group defines ‘Strictly Necessary’ cookies as cookies that let you navigate the website and use essential features like secure areas and online billing. These cookies don’t gather any information about you that could be used for marketing or remembering where you’ve been on the internet.

We use these Strictly Necessary cookies to:

  • remember things like information you’ve entered on contact forms when you navigate to different pages in a single web browser session;
  • identify you as being logged in to MN2S Management Limited Group; and
  • show you location specific content.

Cookies we have defined as ‘Strictly Necessary’ cookies will NOT be used to gather information that could be used to advertise products or services to you.

Accepting these cookies is a condition of using the website and so if you prevent these cookies we cannot guarantee your security or predict how our website will perform during your visit.

Google analytics

MN2S Management Limited Group uses Google Analytics, a web analytics service provided by Google, Inc.

Google Analytics sets a cookie in order to evaluate your use of the site. Google stores the information collected by the cookie on servers in the United States. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. Google will not associate your IP address with any other data held by Google.

To reject or delete this cookie please click here – https://www.google.com/intl/en/privacypolicy.html

GENERAL

www.MN2S.com is a site operated by MN2S Management Limited (“MN2S”), a company registered in England and Wales with the number: 4116478. The VAT number is: 766 8864 59. The registered address is: 4th Floor, Elsley Court, 20-22 Great Titchfield St, London W1W 8BE

Access to and use of www.MN2S.com (the “Site”) is provided by MN2S Management Limited subject to the following terms and conditions (the “Terms of Use”). Please read them carefully. By using the Site, you acknowledge that you have read and understood these Terms of Use; use of the Site constitutes your acceptance of these Terms of Use which take effect on the date which you first use the Site.

We reserve the right to change these terms at any time by posting changes online. You are responsible for reviewing regularly information posted online to obtain timely notice of such changes. your continued use of the Site after changes are posted constitutes your acceptance of this agreement as modified by the posted changes. If at any time you do not accept the Terms of Use, please do not use the Site.

All rights, including copyright, in the content of the Site are owned or controlled for these purposes by MN2S.

Save as expressly outlined herein, you are not permitted to copy, broadcast, download, store (in any medium), transmit, show or play in public, adapt or change in any way the content of the Site for any other purpose whatsoever without the prior written permission of MN2S in each and every instance.

Material may not be copied, reproduced, republished, downloaded, posted, broadcast or transmitted in any way except for your own personal non-commercial home use and provided further that you neither change nor delete any author, attribution, trade-mark, legend or copyright notice. When you download materials, you do not obtain any ownership rights to any of the intellectual property in those or any other materials.

Any other use requires the prior written permission of MN2S. You agree not to adapt, alter or create a derivative work from any of the material contained in the Site or use it for any other purpose other than for your personal non-commercial use. You may not modify, copy, publish, display, transmit, adapt or in any way exploit (whether for commercial gain or otherwise) any content from the Site without our prior written consent and without the prior written consent of all other entities with an interest in the relevant intellectual property.

You agree to use the Site only for lawful purposes, and in a manner which does not infringe the rights of, or restrict or inhibit the use and enjoyment of the Site by any third party. Such restriction or inhibition includes, without limitation, conduct which is unlawful, or which may harass or cause distress or inconvenience to any person and the transmission of obscene or offensive content or disruption of normal flow of dialogue within the Site.

The Site and the information, names, images, pictures, logos and icons regarding or relating to MN2S, its products and services (or to third party products and services) are provided “AS IS” and on an ‘IS AVAILABLE” basis without any representation or endorsement made and without any guarantee and/or warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.

Whilst MN2S takes reasonable steps to ensure the quality of content and information made available on the Site in general terms (other than content and information provided by the users of the Site) neither its officers, employees, contractors or content providers assume any responsibility for the accuracy, correctness, relevance, completeness or currency of the information or other content on the Site.

To the full extent allowed by applicable law, you agree that we will not be liable to you/or any third party for any consequential or incidental damages (including but not limited to loss of revenue, loss of profits, loss of anticipated savings, wasted expenditure, loss of privacy and loss of data) or any other indirect, special or punitive damages whatsoever that arise out of or are related to the Site. MN2S does not warrant that the functions contained in the material contained in the Site will be uninterrupted or error free, that defects will be corrected, or that the Site or the server that makes it available are free of viruses, bugs or other harmful components or represents the full functionality, accuracy, reliability of the materials. you should take appropriate precautions to ensure that any content that you download is free of such viruses, bugs and other harmful content.

The names, images and logos identifying MN2S or third parties and their products and services are proprietary marks of MN2S and/or third parties. All rights reserved. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any licence or right under any trade mark or patent of MN2S or any other third party. You acknowledge that we own and/or control trade marks on the Site and you may not use any of them without our prior written permission.

The Terms of Use apply only to the Site and not to any of the sites which the Site hyperlinks to.
We assume no responsibility whatsoever for websites that the Site either hyperlinks to or otherwise refers to. In particular, we do not assume any responsibility for any information or content on such sites (including but not limited to any views, advice, opinions, advertising or recommendations). Nor do we assume any responsibility in connection with any product or service such sites may offer.
Under no circumstances will MN2S, its officers, employees, contractors or content providers be liable, directly or indirectly, for any loss or damage resulting from you accessing or using, or otherwise in connection with, any website either hyperlinked to or otherwise referred to on the Site.
Links do not imply that MN2S endorses, is affiliated or associated with any linked site or is legally authorised to use any trade mark, trade name, logo or copyright symbol displayed in or accessible through the links or that any linked site is authorised to use any trademark, trade name, logo or copyright symbol of MN2S or any of its affiliates or subsidiaries.

We control and operate the Site from our offices in the United Kingdom. We do not represent that the content or other information provided on the Site (including any advertising, promotion or any service) are appropriate, relevant or available for use outside the United Kingdom. If you choose to access the Site from locations outside the United Kingdom, you so do on your own initiative and are responsible for compliance with local laws. In accessing the Site, you agree not to:
i. make available or upload any files that contain software or other material, data or information not owned or licensed to you;
ii. interfere, disrupt access to or damage the Site and/or do anything which may restrict, inhibit or impair its operation;
iii. threaten, stalk, harass, abuse or otherwise insult others or to collect or store personal data about others (including but not limited to names and addresses);
iv. use the Site in any way that may damage or disrupt another person’s computer and/or for the transmission, uploading or posting of any computer viruses or other harmful files or programs (including but not limited to making available, distributing or uploading by any means any material or files that contain any viruses, bugs, “trojan horses”, “worms” or other harmful software);
v. transmit, post or upload any material which is defamatory, offensive, libellous, racist, indecent, obscene and/or of menacing character or in such a way as to cause inconvenience, annoyance or anxiety;
vi. make any commercial or business use of the Site or resell or commercially benefit from any part or aspect of the Site;
vii. use the Site in any way that violates and/or infringes any firm’s, person’s or company’s rights (including by not limited to copyright or confidentiality);
viii. create a false identity for the purpose of misleading others as to the identity of the sender or origin of a message/post;
ix. to transmit, upload, post or otherwise make available any unauthorised or unsolicited advertising, chain letters, promotional materials, “spam” or any other unauthorised solicitation or any form of lottery or gambling;
x. use the Site for any unlawful purpose.

Save as set out in these Terms of Use, we do not control the content posted by you and/or other users of the Site and as such do not guarantee the integrity, accuracy or quality of such content.
By using the Site you acknowledge that you may be exposed to content that is objectionable or offensive. You acknowledge and accept that we do not generally examine or edit the use to which you or others put the Site or the nature of the content being accessed. In some parts of the Site (including but not limited to the blog section) you may send your contributions and we welcome these. However, notwithstanding anything else contained in these Terms of Use, when you do so you must:
i. ensure that there is nothing in your contribution which is or might be regarded as harassing, threatening, abusive, vulgar, obscene, defamatory, racist or otherwise unlawful;
ii. agree that even if your contribution is published on the Site, it may be removed from the Site or edited at any time for any reason and without notice;
iii. agree that MN2S may publish your contribution on the Site worldwide and that it may be accessed and downloaded by other visitors; and
iv. waive all so-called moral rights (or other similar rights) in relation to your contributions. You acknowledge that by posting, uploading or sending any materials to us you thereby grant us and our licensors and assigns an irrevocable, unconditional, perpetual, royalty free, worldwide licence to use such material(s) or any part of it both within the Site and in any other manner which we may determine in or sole discretion. The licence extends to copying, distributing, broadcasting, and otherwise transmitting, and adapting and editing the materials.

You will indemnify us against all losses, liabilities, costs and expenses reasonably suffered or incurred by us, all damages awarded against us under any judgement by a court of competent jurisdiction and all settlements sums paid by us as a result of any settlement agreed by us arising out of or in connection with:

i. any claim by any third party that the use of the Site by you is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or constitutes a breach of any applicable law, regulation or code of practice;

ii. any claim by any third party that the use of the Site by you infringes that third party’s copyright or other intellectual property rights of whatever nature; and

iii. any fines or penalties imposed by any regulatory, advertising or trading body or authority in connection with the use of the Site by you.

In addition to the above, you agree to fully indemnify us against any claims or legal proceedings arising in connection with your use of the Site which are brought or threatened against us by any other person/company. You will fully indemnify and defend us against all claims, liability, damages, costs and expenses, including legal fees, arising out of a breach of these Terms of Use or any use of the Site by you.
You further undertake that in the event that you have any right, claim or action against any other user arising from the use of the Site, you shall pursue such right, claim or action independently of, and without recourse to us.

We reserve the right immediately to terminate your use of the Site if you breach or we have reasonable grounds to believe that you are likely to breach the Terms and Conditions or you otherwise engage in conduct which we determine (in our sole discretion) to be unacceptable.

Part of the Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site complies with relevant laws, codes and regulations. We exclude to the fullest extent permitted by law any responsibility for any error or inaccuracy appearing in any advertising or sponsorship material.

PURCHASING TERMS & CONDITIONS

Please take time to look through these Terms and Conditions carefully. You should understand that by ordering any of our products or services, you agree to be bound by these terms and conditions. If you have any questions, or if you want to clarify anything, please contact us.

You should print a copy of these terms and conditions for future reference.

When you place an order, you are deemed to have read our Terms and Conditions and to have accepted them. We will send you an email confirming our acceptance of the order. It is only when you receive this email that a contract is formed between us and you. That contract is subject to and incorporates our Terms and Conditions.

By making an enquiry or placing an order through our Site which we may accept under our Terms and Conditions, you warrant that you are legally capable of entering into binding contracts; and you are at least 18 years old.

All Artists listed on our Site are offered subject to their availability.

  1. SERVICES

1.1          CUSTOMER appoints MN2S to perform the services of negotiation of terms for and booking of the Artist in relation to the Engagement, and MN2S agrees to act in that capacity, subject to all of the terms and conditions of this Agreement (the “Services”). CUSTOMER authorises MN2S to enter into binding contracts with Artist on CUSTOMER’s behalf to perform at the Engagement. Notwithstanding the foregoing, at either MN2S’s or Artist’s election, MN2S may require that any agreements with Artists or their respective agencies be entered into directly between CUSTOMER and Artist, or with Artist’s agency as applicable;

1.2          CUSTOMER understands and acknowledges that MN2S acts on the Artist’s behalf as an Employment Agency and not as Employment Business for the purposes of The Conduct of Employment Agencies and Employment Business Regulations 2003. MN2S will negotiate and agree with the CUSTOMER the terms on which the Artist will perform the Engagement. MN2S is authorised to sign relevant agreements on the Artist’s behalf;

1.3          To the fullest extent permissible CUSTOMER and MN2S hereby opt out of The Conduct of Employment Agencies and Employment Business Regulations 2003 in all respects;

1.4          MN2S act for the Artist as Agent but not as Principal and therefore shall have no liability to CUSTOMER in respect to any breach of or failure by the Artist to observe or perform any terms or conditions of the Engagement or agreement for the same.

 

  1. RIGHTS AND DUTIES OF CUSTOMER

2.1          CUSTOMER warrants that the signatory to this Agreement over the age of eighteen (18);

2.2          The named person executing this Agreement on CUSTOMER’s behalf warrants and represents his authority to do so and such person hereby personally assumes liability for payment of any Fee(s) or monies due, jointly and severally with CUSTOMER;

2.3          During the Term CUSTOMER will: (i) act dutifully and in good faith towards MN2S; (ii) at all times act in a professional manner; (iii) supply MN2S with any documents or materials, including details of any Intellectual Property Rights, as reasonably required by MN2S to perform this Agreement at its expense, and provide MN2S with a licence to use CUSTOMER’s Intellectual Property Rights during the Term of this Agreement (including the right to grant sub-licences); (iv) pay any reasonable and pre-agreed “out of pocket” expenses incurred by MN2S on CUSTOMER’s behalf, in addition to any amounts due to MN2S within ten (10) days of a request by MN2S;  (v) notify MN2S of the details of any material circumstances which may impact on this Agreement or its performance; (vi) inform MN2S in writing  of any anticipated problems in respect of the Engagement; (vii) provide MN2S with the information MN2S reasonably requires to perform its obligations; (viii) keep private and confidential all information and provisions relating to this Agreement, the commercial terms herein or in respect of the Engagement, and all confidential, sensitive and personal information regarding Artists, MN2S and its officers, directors, personnel and clients; (ix) not do anything which will harm the reputation of MN2S or any Artist.

 

  1. RIGHTS AND DUTIES OF MN2S

3.1          During the Term MN2S shall: (i) act dutifully and in good faith towards CUSTOMER; (ii) at all times act in a professional manner; (iii) provide the Services for CUSTOMER pursuant to the terms hereof; (iv) comply with CUSTOMER’s reasonable written instructions in relation to the negotiation and contracting of the Engagement; (v) supply CUSTOMER with any documents or materials as reasonably required by CUSTOMER to perform this Agreement at its expense; (vi) notify CUSTOMER of the details of any material circumstances which may impact on this Agreement or its performance; (vii) make clear when dealing with third parties that it acts for CUSTOMER only to the extent provided for in this Agreement; (viii) not allow its interests to conflict with those of CUSTOMER; (ix) may, subject to the provisions of this Agreement, perform its duties as it sees fit; (x) comply with relevant laws and regulations, and maintain all necessary licences and approvals generally in its performance of this Agreement; (xi) not do anything which will harm the reputation of CUSTOMER or any Artist; and, (xii) employ sufficient competent and qualified personnel to carry out its obligations under this Agreement.

 

  1. BOOKING PROCESS

4.1          CUSTOMER shall provide all necessary and relevant information in relation to the proposed Engagement. MN2S shall inform CUSTOMER within a reasonable period whether Artist accepts or refuses the Engagement proposed by CUSTOMER;

4.2          Upon receipt of confirmation of acceptance of an offer (subject to contract) by the Artist, MN2S shall communicate the acceptance within two (2) Business Days from receipt;

4.3          MN2S shall issue invoices for the Fee and any expenses in respect of the Engagement once this Agreement has been signed by both parties;

4.4          CUSTOMER shall promptly pay to MN2S any Fee or other money payable to MN2S in connection with the Engagement, subject to and always in accordance with the Payment Terms. Any Fee or money shall be paid into MN2S’s specified client account by CUSTOMER, and shall always quote MN2S’s relevant invoice number as a reference. Time shall be of the essence in respect of all payments. Any failure to adhere to the Payment Terms will be a material breach and will result in the Engagement being cancelled and the contract terminated immediately.

 

  1. ARTIST BILLING & ARTIST INTELLECTUAL PROPERTY RIGHTS

5.1          CUSTOMER warrants that it will provide the Artist with the Artist Billing as provided for in this Agreement or specified in the applicable Artist performance agreement in respect of the Engagement without alternation, amendment, addition or change of any kind unless agreed expressly in writing with MN2S (with Artist’s written agreement) to the contrary;

5.2          CUSTOMER acknowledges and agrees that all advertising, publicity, promotional materials and artwork generated and used by CUSTOMER in connection with the Engagement (or anyone connected to CUSTOMER in any way in respect of the Engagement, including sub-contracting parties) must be approved in writing  by MN2S prior to any such materials being made available to the public. Approval shall not be unreasonably withheld by MN2S;

5.3          CUSTOMER agrees that no other act may appear in such materials without prior written approval of MN2S (with Artist’s agreement);

5.4          CUSTOMER will not make use of the Artist’s Intellectual Property Rights, name, likeness, bio or performance in any way not provided for in this Agreement, nor shall it do so in such a way as to suggest any endorsement or sponsorship of any third party without MN2S’s prior written consent (with Artist’s written agreement) which consent shall be given in the sole discretion of MN2S and Artist. Any request from CUSTOMER for consent in accordance with this clause shall be answered by MN2S within five (5) working days of such request. Where no response is provided by MN2S, consent will be deemed to be denied.

 

  1. TRAVEL, ACCOMMODATION & RIDER

6.1          CUSTOMER agrees to pay for all Travel and Accommodation specified in respect of the Engagement, which amounts shall be paid by CUSTOMER in addition to Fee unless otherwise specified. MN2S shall have the first option to book Travel and Accommodation for the Engagement on behalf of CUSTOMER, and MN2S shall have authority to amend any Travel or Accommodation bookings in order to accommodate the Artist’s needs. Otherwise, tickets for Travel and Accommodation will be the responsibility of CUSTOMER to arrange, but must be approved by MN2S in writing prior to their booking. All costs will be timely paid by CUSTOMER on request of MN2S, and time shall be of the essence;

6.2          CUSTOMER shall provide and pay for all internal transport for the Artist’s equipment in respect of the Engagement from point of arrival in the country to hotel, between hotel(s) and venue(s) and to point of departure from the country (throughout the Engagement);

6.3          CUSTOMER shall ensure that in respect the Engagement all equipment and services necessary are provided, and all rider requirements, including but not limited to the Hospitality Rider & Catering, Technical Rider and Other Artist Requirements are strictly adhered to, and CUSTOMER acknowledges that it is solely responsible for the provision of all of the aforementioned unless otherwise agreed in writing. Failure to perform this contractual obligation will be deemed a material breach in respect of the relevant Engagement concerned, for which Artist may cancel the Engagement without any liability to MN2S or Artist. CUSTOMER shall provide and pay (at its own cost) for a first class public address (PA) system and a first class stage lighting system for use by each Artist in connection with the Engagement and always in accordance with any Artist’s Technical Rider with confirmation of the foregoing in writing no later than fourteen (14) days prior to the Performance Date(s)/ Time(s). Any sound-mixing engineers (front-of-house or monitors) provided to work with the any Artist must be English-speaking;

6.4          CUSTOMER will discuss with MN2S and agree upon any of Artist’s reasonable requests for specific stage décor, props, backdrop or equivalent;

6.5          CUSTOMER agrees to provide a full and detailed itinerary for travel to and performance at the Engagement. Such itinerary information is to be sent by letter, fax, or email to arrive at MN2S’s offices no later than twenty-one (21) days prior to the respective Performance Date(s)/ Time(s).

 

  1. ARTIST ACCESS TO VENUE

7.1          CUSTOMER will make provision for Artist to carry out a sound check/rehearsal at the relevant Venue prior to the Engagement on the same day as the relevant Engagement, or otherwise as specified by MN2S or Artist pursuant to any performance agreement or Artist’s Rider;

7.2          CUSTOMER shall ensure that the Artist has the Venue Access as agreed in respect of the Engagement, and that where specified the public shall be admitted no earlier than provided. Artist will perform on the Performance Date(s)/Time(s) for the Performance Duration unless otherwise agreed between CUSTOMER and MN2S (with Artist’s agreement) prior to the Engagement;

7.3          CUSTOMER acknowledges that subject to MN2S’s written request, Artist will have the sole and exclusive right, but not the obligation to sell souvenir programs, souvenir items and other merchandise at the relevant Venue of the Engagement, including recordings in any and all formats and media, in connection with, and at, the Engagement. The receipts thereof will belong exclusively to Artist. CUSTOMER will ensure suitable space is available at the relevant Venue for Artist’s merchandising at the Engagement where MN2S have made a request under this clause;

7.4          In connection with any Artist performance CUSTOMER shall provide MN2S with a mutually agreed number of general admission and VIP tickets for its own use. Artist’s complimentary tickets and guest list shall be as provided in the applicable performance agreement or Artist Rider.

 

  1. RECORDING ENGAGEMENTS

8.1          CUSTOMER shall ensure that no audio or visual recording of any kind or by any means is made of the Artist’s performance at the Engagement unless otherwise agreed in writing with MN2S (with Artist’s written approval or subject to agreement as applicable). For the avoidance of doubt, provided that no member of the audience shall be allowed to enter any venue with professional audio or audio-visual recording equipment, it is acknowledged that the use of mobile phones for audio or visual recording of an engagement by members of the audience shall not be a breach of the provisions of this clause;

8.2          CUSTOMER acknowledges that in respect of the Engagement, MN2S and Artist shall be entitled (at its own cost) to record (and CUSTOMER shall at MN2S’s or Artist’s request co-operate and make provision for MN2S or Artist to be able to record) the Engagement by any means, and that the recording party (either MN2S or Artist) shall own all rights including all Intellectual Property Rights in relation to any such recordings and be free to use the recordings without restriction.

 

  1. BOOKING AND REBOOKING ARTISTS

9.1          CUSTOMER warrants and undertakes that any subsequent rebooking of the Artist by the CUSTOMER for one or more further engagements within a period of one (1) year after the date of the Engagement shall be made through MN2S. Should CUSTOMER own and/or operate venues other than the relevant Venue then this condition shall also be applicable for such other premises;

9.2          CUSTOMER shall instruct any third parties approaching it regarding booking the Artist MN2S has booked on CUSTOMER’s behalf to negotiate solely with MN2S during the Term and for one (1) year after Termination of this Agreement regarding any prospective engagements or any other commercial opportunities.

 

  1. INSURANCE

10.1        Subject to any additional insurance requirements as provided in the applicable performance agreement or Artist Rider, CUSTOMER warrants that it will be responsible for obtaining and maintaining his own comprehensive insurance in respect of the Engagement. Such insurance shall include, but not be limited to, full accident insurance, employer’s liability insurance, and public liability insurance and/or equivalent insurances in respect the Engagement, to a minimum of one million (£1,000,000.00) GBP  per occurrence indemnifying and holding MN2S and each and every one of Artist and Artist’s travelling party harmless from claims and/or actions by or on behalf of any person, firm or corporation who suffers death, personal injury or property damage during or incidental to or in connection with any performance given under this Agreement;

10.2        The insurance policy described above shall name the Artist, each individual member of Artist, and their respective agents, employees, directors, officers, principals, representatives, and shareholders as additional insureds. In addition, CUSTOMER shall maintain in effect (a) workers’ compensation insurance (or the equivalent thereof if workers’ compensation insurance is not available) covering all of its employees, subcontractors, and other personnel under the control, direction, or authority of CUSTOMER, whether directly or indirectly, who are involved in the installation, operation, and/or maintenance of equipment provided by CUSTOMER, and (b) hired and non-owned motor vehicle insurance. CUSTOMER shall supply MN2S and/or Artist with certificates of insurance showing coverage of the above at least ten (10) Business Days prior to any Performance Date(s)/ Time(s);

10.3        In the event CUSTOMER does not provide certificate of insurance described above by the foregoing deadline, MN2S and Artist may, in their sole discretion, terminate this Agreement in respect of the Engagement without liability to CUSTOMER. If CUSTOMER has not provided certificates of insurance as set forth herein, the Artist may still elect to perform the show; provided, however, that CUSTOMER will be fully responsible for any events that would otherwise be covered by the insurance noted above, and shall fully indemnify and hold MN2S and Artist harmless in respect of the Engagement;

10.4        The insurance policies described above will contain provisions requiring the insurance company to give each Artist at least ten (10) days prior written notice of any revision, modification, or cancellation. Any proposed change in certificates of insurance will be submitted to MN2S and each Artist for written approval prior to any such change taking effect.

 

  1. DOCUMENTS & REQUIREMENTS

11.1        CUSTOMER will supply MN2S with documentation as MN2S requires confirming the identity of the signatory of this Agreement and/or CUSTOMER;

11.2        CUSTOMER warrants that (at its own cost) it will be responsible for obtaining and maintaining his own work permits, visas and all other documents necessary or required by law in respect of the Engagement. Copies of such documents will be provided by CUSTOMER to MN2S upon request;

11.3        CUSTOMER warrants that it will comply with all regulations and requirements of any national or local union(s) that may have jurisdiction over any of any materials, facilities, services, personnel or other things provided in respect of the Engagement;

11.4        CUSTOMER warrants that it shall ensure that the Venue for the Engagement fully complies with all health, safety and security regulations and directions in force at the time of the Engagement, and that the Venue is licenced properly in all respects. CUSTOMER shall provide details of any risk to the health and/or safety of the Artist performing at the Engagement and the steps that the CUSTOMER has taken to prevent or control such risk (including supplying a copy of a risk assessment of the Venue/site equipment and working conditions);

11.5        CUSTOMER warrants that it shall make adequate arrangements to ensure each and every Artist’s personal security during the Engagement;

11.6        CUSTOMER warrants that it will comply with any reasonable additional administrative requests to supply all such documents concerning the Engagement as are required by MN2S in order to provide to Artist or permit Artist to perform the Engagement;

11.7        CUSTOMER agrees that in the event of any breach (acts or omissions) of this Agreement by CUSTOMER that MN2S reasonably considers is detrimental to the interests of the Artist, MN2S will have the right to provide details of the same to the Agents’ Association of Great Britain who may in turn provide this information to its members.

 

  1. PROMOTION OF ENGAGEMENTS

12.1        CUSTOMER (at its own expense) will be in charge of the promotion and publicity for the Engagement (including any royalties due to the society of authors or similar, and/or any fines arising from incorrect promotion, publicity, flyering or postering), and hereby acknowledges neither MN2S nor any Artist will be responsible for or bound in any way to provide promotion or publicity in respect of the Engagement or for any expenses in respect of the same;

12.2        CUSTOMER may advertise the Engagement on his/ her social media pages, and/or on his/her website as appropriate. CUSTOMER shall ensure that in any social media posts it tags both the Artist for the Engagement, as well as MN2S, using the hashtags and handles of the parties.

 

  1. CONFIDENTIAL INFORMATION

13.1        CUSTOMER and MN2S acknowledge that by virtue of entering into this Agreement and in consequence of the Engagement they may become privy to information regarding each other and the Artist which is not generally available to the public (“Confidential Information”). Each party warrants and undertakes to make no use of Confidential Information whatsoever or disclose the same to any third party without the prior written consent of the party to which the Confidential Information relates. Each party acknowledges that the disclosure or threatened disclosure of any Confidential Information may cause irreparable harm the other or Artist and the harmed party shall have the right to seek injunctive relief to prevent any such disclosure of Confidential Information.

 

  1. FEES & PAYMENT

14.1        In consideration for MN2S performing the Services CUSTOMER agrees to pay the Fee to MN2S in respect of and as specified in respect the Engagement: (i) during the Term; and, (ii) after the Term, but where the Engagement was contracted during the Term. CUSTOMER acknowledges that the Fee shall include an agency commission payable to MN2S in consideration of the Services, and that MN2S will provide an invoice for the Fee together with any expenses properly and necessarily incurred by MN2S on CUSTOMER’s behalf or in connection with the Artist’s performance at the Engagement;

14.2        CUSTOMER acknowledges that MN2S is operating as and is a member of the Middleman Scheme (FEU No. 489/18221). All Fees due under this Agreement include FEU tax (or equivalent). For clarity, Artists shall at all times be responsible for their own tax obligations. No payment will be withheld by CUSTOMER in respect of FEU or equivalent taxes in other jurisdictions;

14.3        In the event the Fee for the Engagement or any other sum due under this Agreement is not paid by CUSTOMER on time, interest shall be payable from the due date until payment, and whether before or after judgment, at 8 % per annum over the Bank of England base interest rate from time to time.

 

  1. CANCELLATIONS

Generally

15.1        It is a condition of this Agreement that CUSTOMER effects at its own cost and expense cancellation insurance (details of which shall be supplied upon request), to cover any losses incurred by reason of any non-appearance of the Artist due to cancellation by any party or by Artist, or due to a Force Majeure event or any other events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement, and to ensure that MN2S is properly paid when due all sums payable to MN2S under this Agreement in any event;

By CUSTOMER

15.2        In the event of cancellation of the Engagement by CUSTOMER, one hundred percent (100%) of the Fee shall be payable to MN2S;

15.3        CUSTOMER shall be deemed to have notified MN2S of cancellation of the Engagement in the event that CUSTOMER breaches any term of this Agreement and fails to cure such breach as provided herein. In such circumstances any Artist shall (without prejudice to any of its other remedies) be entitled to withdraw its services (in relation to the Engagement), the balance of any Fee(s) due will be payable immediately and all monies already paid shall be retained by MN2S and Artist as applicable;

15.4        CUSTOMER warrants and represents that upon cancellation by CUSTOMER that it will remain responsible for and will pay within two (2) business days of MN2S’s written demand all non-refundable expenses, Travel and Accommodation costs, and other such costs associated with transportation, accommodation, and expense reimbursements for the Artist and its entourage.

 

By MN2S/ Artist

15.5        CUSTOMER agrees that MN2S and/ or the Artist may (including but not limited to Force Majeure circumstances) cancel the Engagement without any liability by giving the CUSTOMER notice thereof at least thirty (30) days prior to the Performance Date(s)/Time(s) of the relevant Engagement;

15.6        In the event of cancellation of the Engagement by MN2S or the Artist (save in the case of breach by CUSTOMER), MN2S shall use reasonable efforts to re-schedule the relevant Engagement, or if not possible will refund any Fee as applicable to CUSTOMER less any non-refundable expenses incurred by such Artist and/or MN2S;

15.7        MN2S shall have no liability to CUSTOMER for any cancellation of the Engagement, or for any other breach, default, act or omission of the Artist in respect of the Engagement;

 

  1. FORCE MAJEURE

16.1        In this clause, ‘Force Majeure’ means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement. The following are a non-exhaustive list of events that are deemed to be Force Majeure events: sickness or illness (evidenced with a doctor’s note), disability, injury or death of Artist, Artist’s family or Artist’s band member(s); an accident to Artist or at the Venue; act of god; civil unrest; terrorism; strike; epidemic; major interruption in or delay of transportation services; war conditions; emergencies; severe weather rendering an engagement impossible, infeasible or unsafe;

16.2        For the avoidance of doubt in the event of cancellation due to any Force Majeure event, and whether or not Artist is ready, willing and able to perform, CUSTOMER shall remain responsible for the Fee and all pre-agreed expenses, transportation, accommodation, expense reimbursements and any other payments or compensation;

16.3        Notwithstanding anything contained herein, general inclement weather shall not be deemed a force majeure event, and CUSTOMER shall remain liable for payment of the Fee(s) plus all other expenses (including for example transportation and accommodation). MN2S and Artist shall have the sole right to determine in good faith whether any such weather conditions may fall within the definition of a force majeure event under this Agreement, or may be treated as such;

16.4        In the event of a Force Majeure that prevents or delays the Engagement from going ahead for any reason, MN2S may suspend its performance of this Agreement and its obligations in respect of the Engagement, which may include a cancellation of the Engagement. MN2S and Artist shall have no liability to CUSTOMER and such events shall not relieve CUSTOMER of obligation to pay the Fee. Notwithstanding the foregoing, in such event, MN2S shall consult with the relevant Artist to perform a rescheduled engagement at the same or another venue on the same or an alternative date, and if available and acceptable to Artist, Artist will perform the rescheduled engagement on the same terms as the prior prevented or delayed Engagement (taking into account any payment of any fee which Artist has already been pre-paid and which has not been returned to MN2S). Any lost costs due to a Force Majeure event will be the responsibility of CUSTOMER;

16.5        In the event of a Force Majeure that prevents or delays the Artist from performing at the Engagement, CUSTOMER shall use best endeavours to minimise the effects of that event to the fullest extent possible;

16.6        CUSTOMER warrants that it shall indemnify and hold harmless MN2S and any Artist against all liabilities and losses for any Force Majeure event that prevents or delays Artist from performing at the Engagement.

 

  1. LIABILITY AND RELIEF

17.1        In the event of an alleged material breach in respect of the Engagement, CUSTOMER agrees that the maximum damages which CUSTOMER may seek to recover will be limited to necessary out-of-pocket expenses directly incurred by CUSTOMER relating to the Engagement, including reasonable out-of-pocket costs, taking into account any amounts that CUSTOMER recovered or could have recovered using its best endeavours to mitigate its damages;

17.2        CUSTOMER recognises that any breach or threatened breach of this Agreement may cause MN2S irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, CUSTOMER acknowledges and agrees that MN2S is entitled to the remedies of specific performance, injunction and other equitable relief;

17.3        Under no circumstances will MN2S or any Artist be liable to CUSTOMER or any third party in contract, tort or otherwise for any indirect, incidental, special, consequential, punitive, exemplary or similar damages that result from the parties performance or non-performance hereunder, including but not limited to loss of revenue or loss of profits, even if CUSTOMER and/or Artist has been advised of such possibility of such damages;

17.4        CUSTOMER will indemnify and hold harmless MN2S and any Artist (and their personnel, representatives, principals, band members, officers, employees, directors and travelling party) in respect of any loss, damages, costs or third party claims (including legal costs on an indemnity basis) that MN2S or any Artist incurs as a result of CUSTOMER’s breach of any warranty, undertaking or agreement contained within this Agreement, or as a result of any claim for personal injury or property damage or otherwise brought by or on behalf of any third party person, firm or corporation as a result of or in connection with the Engagement, which claim does not result from the gross negligence of MN2S or the Artist;

17.5        MN2S shall have no liability for any act or omission of CUSTOMER and/or third party, or in the case of a Force Majeure event. Any failure by the Artist to perform the Engagement (whether adequately and/or at all) shall not be deemed a breach of any agreement by MN2S. For the avoidance of doubt CUSTOMER shall have no remedy against MN2S or the Artist in such circumstances, and shall be solely liable for any money paid in respect of the Engagement;

17.6        CUSTOMER warrants that in the event the Engagement does not go ahead for any reason whatsoever (including without limitation due to; cancellation, suspension, or Force Majeure) neither MN2S nor the Artist will be required to refund any monies paid in respect of the Engagement. CUSTOMER shall fully indemnify and hold harmless MN2S in any circumstances where it fails to provide for any Artist perform at the Engagement, for any reason;

17.7        Without prejudice to any of MN2S’s other rights and remedies under this Agreement, in the event that CUSTOMER is in breach of its obligations under this Agreement, MN2S shall be entitled to suspend its obligations under this Agreement until such time as the breach is remedied.

 

  1. TERMINATION

18.1        Unless provided otherwise in this Agreement, either party may terminate this Agreement at any time by giving notice in writing to the other party if: (i) the other party commits a material breach of this Agreement and such breach is not remediable; (ii) the other party commits a material breach of this Agreement which is not remedied within  thirty (30) days (five (5) days with respect to any payments to MN2S or Artist as applicable) time from receiving written notice of such breach (email being deemed sufficient for delivery); (iii) the other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within five (5) days after the other party has received notification that the payment is overdue; or (iv) any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled;

18.2        MN2S may further terminate this Agreement if CUSTOMER brings MN2S or Artist into serious disrepute, or is CUSTOMER is convicted of an offence involving negligence, fraud or dishonesty, or is prevented from performing its obligations;

18.3        Subject always to any payment obligations of CUSTOMER, either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party is subject to, indicates, takes any steps in anticipation of, or has no realistic prospect of avoiding, any event or procedure which: causes it to cease business; concerns bankruptcy or an inability pay debts; concerns any liquidation or administration; concerns it being wound up; concerns its assets being controlled, seized, frozen or recovered; including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process;

18.4        On termination all outstanding invoice and other sums owed to MN2S by CUSTOMER shall be paid within thirty (30) days of termination or of receipt of a valid VAT invoice;

18.5        Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination, and clauses which by their nature are intended to survive termination shall do so;

18.6        Subject to applicable law and except as otherwise provided for in this Agreement, MN2S shall have no liability to CUSTOMER for damages, special or punitive compensation or otherwise by reason only of the termination of this Agreement.

 

  1. DISPUTE RESOLUTION

19.1        If any dispute arises between the parties out of, or in connection with, this Agreement, the matter shall be referred to the MN2S Contact or CUSTOMER Contact (as applicable), and the parties shall use reasonable endeavours to resolve it. If the dispute is not resolved within 28 days of the referral being made, the parties shall resolve the matter through mediation in accordance with the London Court of International Arbitration Mediation Rules.

19.2        Until the parties have completed the steps referred to in this clause and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration.

19.3        Nothing contained in this Agreement shall oblige MN2S to commence legal proceedings against any third party in any circumstances.

 

  1. NOTICES

20.1        Any notice given by a party under this Agreement shall be in writing and in English and be sent to the MN2S Contact or CUSTOMER Contact (as applicable). Notices may be given by email.

 

  1. GENERAL TERMS

21.1        Definitions and interpretation:

“Business Day” means a day other than a Saturday, Sunday or public or bank holiday;

“Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, image rights, database rights, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case whether registered or not.

21.2        The following terms where they appear in this Agreement, shall have the meaning as specified above in the Key Terms of this Agreement above: Accommodation; Additional Schedule Information; Artist; Artist Billing; Artist Services; CUSTOMER Contact; Fee; Hospitality Rider & Catering; MN2S Contact; Other Artist Requirements; Payment Terms; Performance Date(s)/ Time(s); Performance Duration; Technical Rider; Travel; Venue; Venue Access;

21.3        In this Agreement: (i) a reference to this Agreement includes its schedules, appendices and annexes (if any); (ii) a reference to a ‘party’ includes that party’s personal representatives, successors in interest and permitted designees and assigns; (iii) a reference to a gender includes each other gender; (iv) words in the singular include the plural and vice versa; (vi) any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; (v) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form; (vi) a reference to legislation is a reference to that legislation as in force at the date of this Agreement or amended, extended, re-enacted or consolidated from time to time; (vii) a reference to legislation includes all subordinate legislation made as at the date of this Agreement or from time to time under that legislation;

21.4        The parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement. Nothing in this Agreement purports to limit or exclude any liability in respect of personal injury and death, or for fraud or fraudulent misrepresentation;

21.5        Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement;

21.6        No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party;

21.7        No announcement or other public disclosure concerning this Agreement or any of the matters contained in it shall be made by, or on behalf of, a party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). The parties shall consult on the form and content of any such announcement or other public disclosure, as well as the manner of its release.

21.8        CUSTOMER may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without MN2S’s prior written consent. MN2S may assign this Agreement or any payments arising hereunder. Notwithstanding the foregoing, either party may perform any of its obligations and exercise any of its rights granted under this Agreement through an affiliate, provided that it gives the other party prior written notice including the identity of the relevant affiliate. Each party acknowledges and agrees that any act or omission of its affiliate in relation to its rights or obligations under this Agreement shall be deemed to be an act or omission of that party itself;

21.9        Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law;

21.10     The parties are independent businesses and are not partners or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Save as expressly provided for in this Agreement, none of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf;

21.11     If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such required deletion or modification, the parties shall negotiate in good faith to agree the terms of an alternative provision;

21.12     No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy. A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given;

21.13     Each party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with this Agreement;

21.14     If there is a conflict between the terms contained in the main body of this Agreement and the terms of the schedules, appendices or annexes to this Agreement, the parties agree that they will discuss the conflict in good faith in order to give effect to the commercial intentions of the parties at the time of contracting;

21.15     Except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.

21.16     This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed exclusively in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

 

  1. EXECUTION

22.1        This Agreement will not take effect until signed by both parties, and where executed in counterparts, shall not be effective until each party has signed one counterpart and delivered it to the other. Notwithstanding the foregoing in the event that the CUSTOMER has by its actions evidenced an intention to be bound by the Agreement (including by way of example paid a deposit or part thereof and/or receipt by MN2S of written confirmation of the booking of the Engagement) then there shall be deemed to be a binding contract in place between the parties irrespective of whether a signed copy of the Agreement has been returned to MN2S;

22.2        The person executing this Agreement on CUSTOMER’s behalf warrants and represents his authority to do so and such person hereby personally assumes liability for payment of any Fee(s) or monies due, jointly and severally with CUSTOMER.

WAIVER

If we fail, at any time during the term of a contract, to insist upon strict performance of any of your obligations under this agreement or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under this agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

ENTIRE AGREEMENT

The whole agreement between us and you is contained within these terms and conditions and the other notices on our Site. No other agreements will form part of the contract between us and you unless agreed in writing and signed by an authorised MN2S signatory.

GOVERNING LAW

Contracts between you and us shall be governed by and interpreted in accordance with English law. Any dispute arising from, or related to, such contracts shall be subject to the exclusive jurisdiction of the courts of England and Wales.