Truelinked terms and conditions

OUR TERMS

  1. THESE TERMS

    1. What these terms cover. These are the terms and conditions on which you can use our site and on which we supply services to you once you have joined us as a member.

    2. Why you should read them. They tell you who we are, how we will provide services to you, how you and we may change or end our relationship, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss. We recommend that you print a copy of these terms of use for future reference.

    3. By using our site, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms of use, you must not use our site.

    4. These terms of use refer to the following additional terms and policies, which also apply to your use of our site:
      1. Data and Privacy Policy
      2. Cookie Policy

    5. These terms, the Data and Privacy Policy and the Cookie Policy are jointly referred to as "the Agreement".

  2. INFORMATION ABOUT US AND HOW TO CONTACT US

    1. Who we are. We are Truelinked a company registered in Denmark. Our company registration number is DK35529160 and our address is Thistedgade 10, 2630 Taastrup, Denmark. Our registered VAT number is DK35529160.

    2. What we do. We have created a marketplace operated from www.truelinked.com and (when available) sub sites, sub domains and technical applications ("the Website") from where members can promote themselves and their talents and seek commercial opportunities worldwide.

    3. How to contact us. You can contact us by emailing our customer service team at info@truelinked.com.

    4. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us with your details.

    5. How you can join Truelinked. Joining us is free! What you need to do is complete and submit the information requested regarding your profile at http://www.truelinked.com/artist/signUp and send us the content you want us to display. Please refer to paragraph 3 below titled "Our contract with you" for an explanation of the joining process.

    6. "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

  3. TRUELINKED WEBSITE REQUIREMENTS

    1. Use of the Website requires that (i) you use a compatible computer system, running Windows XP or a later version of Windows, or Mac OS X or Linux-based, operating system, (ii) you use a compatible handheld/touch device with a modern browser (e.g. Firefox, Chrome) and (iii) your system has Internet access (fees may apply). High speed broadband is recommended for your enjoyment and use of our site.

  4. YOUR USE OF THE WEBSITE

    1. In order to use our site and the services we provide, you must have a legal right to enter into a binding contract with us and not be prohibited to do so under any applicable laws, be 18 years or older unless you are aged between 13 and 17 and your parent or legal guardian has consented to your use and accepted this Agreement and be using the Website for business (and not personal) use. If you are using the Website on behalf of a business, you warrant that you have the authority of the business to use it.

    2. You will be assumed to have obtained permission from the owners of the devices you use to access our Website including devices that are controlled, but not owned by you (Devices) and, where relevant from your parent or guardian. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this Agreement for the use of the Website on or in relation to any Device, whether or not it is owned by you. You agree that the Website may make use of location data sent from the Devices. However, you can turn off this functionality at any time by turning off the location services settings for the Device. If you use the Website, you consent to us and our affiliates' and licensees' transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based and road traffic-based products and services. You may withdraw this consent at any time by turning off the location services settings on your Devices.

    3. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

    4. You are solely responsible for maintaining the confidentiality and security of your user account details (including your password) and for all activities that occur on or through your user account and agree that we shall not be responsible for any loss, damage or anything else arising out of the unauthorised use of your user account.

    5. You shall not access or attempt to access user accounts that you are not authorised to access. Violations of system or network security may result in civil or criminal liability and termination of this Agreement.

    6. You should back up all data and information on your own system or device and any peripherals prior to using the Website. You expressly acknowledge and agree that all use of the Website is at your sole risk.

    7. We shall have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of this Agreement.

    8. We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

    9. You must not use any part of the content (other than content uploaded by you) on the Website for commercial purposes without obtaining a written licence to do so from us. You must not copy, rip, or in any way use any of the content on the Website (other than content uploaded by you) and any technical applications (including so called apps) without our express written consent.

    10. We assume no responsibility for the content of websites linked on the Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

    11. We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software.

    12. You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you are likely to commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

  5. CHANGES TO OUR WEBSITES OR THIS AGREEMENT

    1. We may revise or modify this Agreement at any time. Please check this Agreement from time to time to take notice of any changes we make.

    2. If we revise or modify this Agreement as they apply to existing negotiations or enquiries which have not yet been agreed (by you or the customer), we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Agreement or any cease any negotiations if you are not happy with the changes.

    3. Any such changes will be binding on you from the time of the changes but will not apply to your use of the Website, any Engagement Contracts or any of your accrued rights and responsibilities before such changes.

  6. OUR CONTRACT WITH YOU

    1. Your application. Once you have applied to join Truelinked, and we have received your details and other information, we shall evaluate of your application in accordance with Truelinked evaluation criteria from time to time. The current criteria includes your professional standing and the technical standard of content submitted by you, your resume (including your professional and educational experience), third party recommendations provided by you and any other factors we consider appropriate in our sole absolute discretion.

    2. Our acceptance of your application. We may accept or reject your application in our sole and absolute discretion and we have no obligation to provide you with an explanation of or reasons for our rejecting your application. If we do accept your application, we shall notify you at the contact details you provide us with. Our acceptance of your application will take place when we email you to accept it, at which point a contract will come into existence between you and Truelinked and we will activate your profile on the Website as soon as practicable thereafter. You will then be known as a "Truelinked Member".

    3. Once we have accepted you application and you accordingly become a Truelinked Member, we shall provide you with user account details and you will attribute a unique password. To authorise your user account, you must login to your user account using your user name and password.

    4. You must supply details of your bank account into which you require payments from us to be made (before we can make any payments to you) ("Bank Account"). After having entered such information, your user account will be authenticated and so long as it is authenticated, will be used to make relevant payments to you.

    5. We may require you to provide details of your identity in accordance with relevant anti-money laundering policies in place from time to time and will inform you if that is the case.

    6. You confirm that we have the right to disclose your identity to any users of the Website (including customers) and to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

    7. You are solely responsible for maintaining the confidentiality and security of your user account details (including your password) and for all activities that occur on or through your user account and agree that we shall not be responsible for any loss, damage or anything else arising out of the unauthorised use of your user account. If you know or suspect that anyone other than you knows your password, you must promptly notify us at jpc@truelinked.com.

    8. If we do not accept your application. If we do not accept your application, we will inform you of this as soon as practicable

  7. BENEFITS OF BEING A BASIC MEMBER

    1. What benefits are you entitled to. Once we have accepted your application, this will constitute your membership of Truelinked as a Basic Member. This allows you to participate in the activities set out in this Paragraph 7. You must become a Truelinked Basic Member in order to us the facilities set out in this Paragraph 7.

    2. You will be able to search for all artists that have joined the Truelinked international network of artists using the search tools and criteria that are set out on the Website ("Truelinked Artists").

    3. You will be able to review the details of all Truelinked Artists including their career history and experience, content uploaded by them and any other information they have provided on the Website ("Truelinked Artist Content"). Please note that all Truelinked Artist Content is provided directly by the Truelinked Artist and we make no warranties or representations concerning its accuracy or completeness.

    4. You will have access to the Truelinked Artist casting system as it appears on the Website from time to time.

    5. You will also be able directly to contact Truelinked in order to discuss your requirements from time to time and ask for suggestions. In addition to this, you will be able to ask Truelinked Artists to audition for particular engagements online.

    6. You will be able to make general, anonymised announcements and requests to the Truelinked Artist network via the Website. You will be able to receive recommendations from Truelinked Artists of other Truelinked Artists. If you enter into an Engagement Contract, you must notify us in writing of the Truelinked Artist who made the relevant recommendation.

  8. CONTRACTING TRUELINKED ARTISTS

    1. Engaging a Truelinked Artist. If you select a Truelinked Artist (or Truelinked Artists) via the Website for particular engagements, you must contract the relevant Truelinked Artist via Truelinked (who will be the Truelinked Artist’s representatives for that purpose) and make payment of all engagement, appearance and other consideration (including fees, royalties, profit shares and any other remuneration) ("Income") directly to Truelinked in accordance with the terms of the relevant Engagement Contract. You are responsible for paying all bank transfer fees associated with all such payments.

    2. Our authority to negotiate potential engagement terms and conditions. Once you have selected a Truelinked Artist for a particular engagement, you must negotiate the engagement terms and conditions with us as we are the Truelinked Artist’s representative for those purposes. You acknowledge that the final decision on whether to agree to the engagement(s) on the terms and conditions proposed by you is that of the Truelinked Artist and we cannot guarantee they will agree to the engagement or the terms and conditions. However once we have informed you in writing that the Truelinked Artist has agreed to the engagement or the terms and conditions as finally negotiated, the Truelinked Artist will thereafter complete the relevant contract.

    3. Do you have any particular requirements? If you have any particular requirements or issues, relating to matters such as fees and other consideration, travel and subsistence, event bookings at particular times, appearance riders, sponsorship and merchandising requirements or any other particular requirements, you must tell us in writing so we can know these when we are discussing with the Truelinked Artist.

    4. Once you have signed a contract with a Truelinked Artist, this will then be known as an "Engagement Contract".

    5. Signing an Engagement Contract. Please note that any Engagement Contract you sign is an agreement between you and the Truelinked Artist. Although we will assist with the negotiation, once you sign the Engagement Contract, this a contract between you and the Truelinked Artist Truelinked Artist. We are not and will not be liable for any breach or non-performance by you or by the Truelinked Artist of any Engagement Contract but you may be.

    6. No authority to commit to any engagement without your consent. We will not incur any liabilities on your behalf nor pledge your credit without your prior approval.

    7. Independent relationship. Nothing in this Agreement creates a situation of agency or partnership between us.

  9. OUR COMMISSION FROM ENGAGEMENT CONTRACTS

    1. Truelinked shall be entitled to receive commission (from Truelinked Artists) from all Engagement Contracts entered into by Truelinked Basic Members.

    2. This commission is deducted from (and not in addition to) the Income paid by Truelinked Basic Members in accordance with Engagement Contracts

    3. In respect of every Engagement Contract (and every Engagement Contract shall provide that) all Income shall be paid to Truelinked (Truelinked are authorised to collect all Income on behalf of Truelinked Artists (and deduct Commission therefrom) in respect of all Engagement Contracts.

    4. In the event a Truelinked Basic Member (i) uses the Website to search for potential engagements and any other commercial opportunities with Truelinked customers (ii) is recommended for an engagement with a Truelinked customer either by Truelinked or an introducer or (iii) submits a request via the Website for details of any potential opportunity with a Truelinked customer and, notwithstanding the terms of this Agreement, the Truelinked Basic Member (directly or indirectly) has contact with the customer (including via third party representatives or associates of the customer) and enters into an agreement with such customer for such engagement (but does not conclude an Engagement Contract), in addition to all other rights or remedies of Truelinked, Truelinked shall be entitled to and the Truelinked Basic Member shall pay to Truelinked 6% (six per cent) of all Net Income , whenever and however received, within 5 business days of the receipt by or on behalf of the Truelinked Basic Member, to be accounted for by the Rightsholder in the same manner as in Clause 9.

  10. TRUELINKED BASIC MEMBER RECOMMENDATION PROGRAMME

    1. Truelinked operates a Truelinked member recommendation initiative where a Truelinked Member may be entitled to a share of Commission if a recommendation leads to another Truelinked Member entering into an Engagement Contract and being paid Income from a Truelinked customer. This initiative only applies to existing Truelinked Artists.

    2. This recommendation initiative is not open to Truelinked Basic members or their officers, employees, agents or representatives.

  11. INTELLECTUAL PROPERTY AND USE OF CONTENT

    1. Truelinked is committed to the protection and enforcement of all intellectual property rights and it is fundamental to our business and your use of the Website and becoming a Truelinked Member that all intellectual property rights are respected and complied with and all artists, performers and creative of any kind are properly remunerated for the use of their valuable rights.

    2. We are the owner or the licensee of all intellectual property rights in the Website (apart only from content uploaded by Truelinked Members and customers). Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

    3. Truelinked is a trade mark of Network Service for Truelinked Aps . You must not use it without our prior written agreement.

    4. You warrant, represent and undertake that you have the full right and authority of everyone who has a legal interest in any content (whether literary works, recordings, images or any other content of whatsoever nature) uploaded by you to the Website to upload that content and to allow Truelinked and its customers fully to use such content (and in any manner agreed in any Engagement Contract) and that such uses will be lawful and not be a breach or infringement of any rights whatsoever. In addition, nothing in any content uploaded or so used will be infringing, criminally obscene, unlawful or defamatory.

    5. Notwithstanding Paragraph 11.4. You understand that by using the Website, you may encounter material that you may deem to be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. You agree to use the Website at your sole risk and we shall have no liability to you for material that may be found to be offensive, indecent, or objectionable.

    6. If Truelinked reasonably consider that any such content might not comply with Paragraph 11.3 above, we may immediately remove such content from the Website (and where relevant inform any customer not to use the content) without liability to the Truelinked Member.

    7. You retain all of your ownership rights in your content, but as and from your becoming a Truelinked Basic Member, you hereby grant us a non-exclusive licence to use your name and logo on the Website for the purposes of this Agreement.

  12. YOUR TERMINATION OF THIS AGREEMENT

    1. You may terminate this Agreement and remove your profile from the Website at any time by giving us one week’s written notice.

    2. If you send us notice of termination, this will NOT affect any existing Engagement Contracts (which will remain binding on you and the customer) nor any existing negotiations for engagements to which you have agreed (including having confirmed your agreement to Truelinked to the engagement and all the terms and conditions of the contract (but not yet signed the Engagement Contract).

  13. OUR TERMINATION OF THIS AGREEMENT

    1. We may terminate this Agreement at any time, remove your profile from the Website and cease any negotiations with a customer if you commit a breach of any of the provisions of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so including if you breach any of the policies referred to in Paragraph 1.4.

    2. On termination for any reason, all rights granted to you under this Agreement shall immediately and automatically cease and you must immediately cease any activities authorized by this Agreement including your use of the Website.

    3. Termination of this Agreement by us shall not affect any accrued rights or liabilities at the date of termination and we shall continue to be entitled to be paid Commission in accordance with this Agreement.

  14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

    1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

    2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors.

  15. OTHER IMPORTANT TERMS

    1. This is the whole agreement between us. This Agreement sets out the entire agreement and understanding between us relating to its subject matter and supersedes and cancels all previous agreements and discussions relating to the subject matter of this Agreement. Each party agrees and acknowledges that in entering into this Agreement it does not rely on any representation not expressly set out in this Agreement of any nature made to it by any person (whether a party or not). Nothing in this Agreement excludes the liability of either party for fraudulent misrepresentation.

    2. We are not responsible for delays outside our control. If the compliance with any of our obligations is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Agreement.

    3. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement

    4. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

    5. Nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms.

    6. If a court finds part of this contract unlawful or unenforceable, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

    7. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

    8. Truelinked and you must at all times keep confidential the terms and conditions of this Agreement and confidential information provided by the other party pursuant to it ("Confidential Information") and only disclose it to those of its employees as may be necessary for the purposes of this Agreement and its retained professional advisors, provided that the recipients of the confidential information are made aware of the confidential nature of the information and agree to be bound by such confidentiality. Your bank account and personal address and email details are Confidential Information but you agree that they will have to be incorporated in Engagement Contracts. You agree however that all details in your profile and all content uploaded by you is not Confidential Information.

    9. Which laws apply to this contract and where you may bring legal proceedings. These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. We both irrevocably agree that the courts of Denmark shall have jurisdiction to settle any dispute or claim arising out of or in connection with an Engagement Contract or its subject matter or formation (including non-contractual disputes or claims).

    10. Any phrase in this Agreement introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

For Artists

OUR TERMS

  1. THESE TERMS

    1. What these terms cover. These are the terms and conditions on which you can use our site and on which we supply services to you once you have joined us as a member.

    2. Why you should read them. They tell you who we are, how we will provide services to you, how you and we may change or end our relationship, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss. We recommend that you print a copy of these terms of use for future reference.

    3. By using our site, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms of use, you must not use our site.

    4. These terms of use refer to the following additional terms and policies, which also apply to your use of our site:
      1. Data and Privacy Policy
      2. Cookie Policy

    5. These terms, the Data and Privacy Policy and the Cookie Policy are jointly referred to as "the Agreement".

  2. INFORMATION ABOUT US AND HOW TO CONTACT US

    1. Who we are. We are Truelinked a company registered in Denmark. Our company registration number is DK35529160 and our address is Thistedgade 10, 2630 Taastrup, Denmark. . Our registered VAT number is DK35529160.

    2. What we do. We have created a marketplace operated from www.truelinked.com and (when available) sub sites, sub domains and technical applications ("the Website") from where members can promote themselves and their talents and seek commercial opportunities worldwide.

    3. How to contact us. You can contact us by emailing our customer service team at info@truelinked.com.

    4. How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us with your details.

    5. How you can join Truelinked. Joining us is free! What you need to do is complete and submit the information requested regarding your profile at http://www.truelinked.com/artist/signUp and send us the content you want us to display. Please refer to paragraph 3 below titled "Our contract with you" for an explanation of the joining process.

    6. "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

  3. TRUELINKED WEBSITE REQUIREMENTS

    1. Use of the Website requires that (i) you use a compatible computer system, running Windows XP or a later version of Windows, or Mac OS X or Linux-based, operating system, (ii) you use a compatible handheld/touch device with a modern browser (e.g. Firefox, Chrome) and (iii) your system has Internet access (fees may apply). High speed broadband is recommended for your enjoyment and use of our site.

  4. YOUR USE OF THE WEBSITE

    1. In order to use our site and the services we provide, you must have a legal right to enter into a binding contract with us and not be prohibited to do so under any applicable laws, be 18 years or older unless you are aged between 13 and 17 and your parent or legal guardian has consented to your use and accepted this Agreement and be using the Website for business (and not personal) use. If you are using the Website on behalf of a business, you warrant that you have the authority of the business to use it.

    2. You will be assumed to have obtained permission from the owners of the devices you use to access our Website including devices that are controlled, but not owned by you (Devices) and, where relevant from your parent or guardian. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this Agreement for the use of the Website on or in relation to any Device, whether or not it is owned by you. You agree that the Website may make use of location data sent from the Devices. However, you can turn off this functionality at any time by turning off the location services settings for the Device. If you use the Website, you consent to us and our affiliates' and licensees' transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based and road traffic-based products and services. You may withdraw this consent at any time by turning off the location services settings on your Devices.

    3. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

    4. You are solely responsible for maintaining the confidentiality and security of your user account details (including your password) and for all activities that occur on or through your user account and agree that we shall not be responsible for any loss, damage or anything else arising out of the unauthorised use of your user account.

    5. You shall not access or attempt to access user accounts that you are not authorised to access. Violations of system or network security may result in civil or criminal liability and termination of this Agreement.

    6. You should back up all data and information on your own system or device and any peripherals prior to using the Website. You expressly acknowledge and agree that all use of the Website is at your sole risk.

    7. We shall have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of this Agreement.

    8. We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

    9. You must not use any part of the content (other than content uploaded by you) on the Website for commercial purposes without obtaining a written licence to do so from us. You must not copy, rip, or in any way use any of the content on the Website (other than content uploaded by you) and any technical applications (including so called apps) without our express written consent.

    10. We assume no responsibility for the content of websites linked on the Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

    11. We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software.

    12. You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you are likely to commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

  5. CHANGES TO OUR WEBSITES OR THIS AGREEMENT

    1. We may revise or modify this Agreement at any time. Please check this Agreement from time to time to take notice of any changes we make.

    2. If we revise or modify this Agreement as they apply to existing negotiations or enquiries which have not yet been agreed (by you or the customer), we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Agreement or any cease any negotiations if you are not happy with the changes.

    3. Any such changes will be binding on you from the time of the changes but will not apply to your use of the Website, any Engagement Contracts or any of your accrued rights and responsibilities before such changes.

  6. OUR CONTRACT WITH YOU

    1. Your application. Once you have applied to join Truelinked, and we have received your details and other information, we shall evaluate of your application in accordance with Truelinked evaluation criteria from time to time. The current criteria includes your professional standing and the technical standard of content submitted by you, your resume (including your professional and educational experience), third party recommendations provided by you and any other factors we consider appropriate in our sole absolute discretion.

    2. Our acceptance of your application. We may accept or reject your application in our sole and absolute discretion and we have no obligation to provide you with an explanation of or reasons for our rejecting your application. If we do accept your application, we shall notify you at the contact details you provide us with. Our acceptance of your application will take place when we email you to accept it, at which point a contract will come into existence between you and Truelinked and we will activate your profile on the Website as soon as practicable thereafter. You will then be known as a "Truelinked Member".

    3. Once we have accepted you application and you accordingly become a Truelinked Member, we shall provide you with user account details and you will attribute a unique password. To authorise your user account, you must login to your user account using your user name and password.

    4. You must supply details of your bank account into which you require payments from us to be made (before we can make any payments to you) ("Bank Account"). After having entered such information, your user account will be authenticated and so long as it is authenticated, will be used to make relevant payments to you.

    5. We may require you to provide details of your identity in accordance with relevant anti-money laundering policies in place from time to time and will inform you if that is the case.

    6. You confirm that we have the right to disclose your identity to any users of the Website (including customers) and to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

    7. You are solely responsible for maintaining the confidentiality and security of your user account details (including your password) and for all activities that occur on or through your user account and agree that we shall not be responsible for any loss, damage or anything else arising out of the unauthorised use of your user account. If you know or suspect that anyone other than you knows your password, you must promptly notify us at jpc@truelinked.com.

    8. If we do not accept your application. If we do not accept your application, we will inform you of this as soon as practicable

  7. OUR REPRESENTATION OF YOU

    1. Our representation of you. Once we have accepted your application, this will constitute your appointment of Truelinked as your non-exclusive agent to promote you (using your profile) worldwide, via the Website, to potential customers that register on the Website and you accept this appointment on those terms.

    2. Our representation is non-exclusive. As our representation is non-exclusive, you are free to appoint any other person to promote you to potential customers, other than customers first introduced by Truelinked, and we shall not be entitled to any commission on the value of performances or activities achieved by your other representatives (unless expressly stated otherwise in this Agreement or where customers were first introduced by us).

  8. OUR AUTHORITY AS YOUR REPRESENTATIVE

    1. Our authority to negotiate potential engagement terms and conditions. By appointing us as your representative, you authorise us to seek opportunities on your behalf or to respond on your behalf to enquiries for the provision of your services. You acknowledge that the terms and conditions proposed by a potential customer will vary depending on many factors including the customer and its budget, your professional standing and experience, the opportunity itself, the venue, whether the opportunity is for a studio or live performance, whether the performance will be recorded and exploited and many other factors. We will take all those factors into account when negotiating the terms and conditions of a potential engagement.

    2. Do you have any particular requirements? If you have any particular requirements or issues, relating to matters such as fees and other consideration, travel and subsistence, event bookings or unavailability at particular times, appearance riders, sponsorship and merchandising requirements or any other particular requirements, you must tell us in writing so we can know these when we are negotiating on your behalf. Please also bear in mind that we shall not make any representations about you other than as set out in your profile and any particular requirements you tell us about in writing.

    3. Signing a contract with a customer. You are under no obligation to sign any contract if you do not want to. However, please take careful note that if you have authorised us to agree to an engagement and to the terms and conditions of the engagement with a specified customer for a specified engagement, and we notify this to the customer, you must then sign and perform the subsequent agreement.

    4. Once you have signed a contract with a customer of Truelinked, this will then be known as an "Engagement Contract".

    5. Signing an Engagement Contract. Please note that any Engagement Contract you sign is an agreement between you and the customer to whom you agree to provide services. Although we will assist with the negotiation, once you sign the Engagement Contract, this a contract between you and the customer and you are obliged to perform all the terms of the Engagement Contract, as is the customer. We are not and will not be liable for any breach by you or by the customer of any Engagement Contract but you may be. For example, if the customer does not pay for your services, we will not be liable in any way for this (including not being liable to pay you). However you agree to take reasonable steps to try and make the customer comply with its obligations.

    6. No authority to commit to any engagement without your consent. Unless and until you have agreed and signed an Engagement Contract, we will not incur any liabilities on your behalf nor pledge your credit.

    7. Independent relationship. Nothing in this Agreement renders the Truelinked Member an employee (or similar) of Truelinked and the Truelinked Member confirms that it will solely be responsible for all taxes, duties and other like assessments including income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Engagement Contract and/or this Agreement.

  9. OUR COMMISSION FROM ENGAGEMENT CONTRACTS

    1. Truelinked shall be entitled to receive and Truelinked Members shall pay Truelinked commission from all Engagement Contracts entered into by Truelinked Members.

    2. The commission payable to Truelinked is 6% (six per cent) of all Income calculated as follows ("Commission"). Income means all fees, payments, monies, advances, royalties (after recoupment of advances where applicable) and any other remuneration payable to Truelinked Members pursuant to Engagement Contracts including from:

      1. all performances, preparations, rehearsals and other activities and services provided by you for the engagement(s) as set out in the Engagement Contract;

      2. long term commitments subject to a maximum of 2 years (payments received for long term services provided after a period of 2 years shall not be commissionable);

      3. any other services of whatsoever nature; but

      4. excluding income payable under Engagement Contracts for Truelinked Members travel and subsistence and sales tax (such as VAT) included in the payments.

    3. Commission shall be payable in respect of every Engagement Contract you enter into and for clarification, any extension or renewal of an Engagement Contract shall be treated as a new Engagement Contract.

    4. In respect of every Engagement Contract (and every Engagement Contract shall provide that) all Income (including for travel and subsistence unless agreed otherwise by us and the Truelinked Member) shall be paid to Truelinked and you hereby expressly and irrevocably authorise Truelinked to collect all Income on your behalf (and deduct Commission therefrom) and you irrevocably undertake to agree to the same in all Engagement Contracts.

    5. Commission shall become due to Truelinked as soon as and to the extent that the Truelinked receives monies in cleared funds from the Truelinked customer. Where the relevant Engagement Contract provides for payment by instalments, a pro rata amount of the commission due on that Engagement Contract shall become due as soon as each instalment is received in cleared funds.

    6. Truelinked shall pay Truelinked Members Income less Commission and associated payment processing charges within 5 business days of receipt of Income in cleared funds by Truelinked. Monies will be paid electronically into the Bank Account. Truelinked shall, simultaneously with making payment, send you a statement setting out in reasonable detail the monies received from the customer, the calculation of Income and Commission (and payment processing charges) and the monies paid to you.

    7. We party shall keep separate accounts and records giving correct and adequate details of invoices and receipts relevant to monies received from the customer in respect of Engagement Contracts, and shall permit your duly appointed professional representatives on prior written notice of at least 42 days and not more than once in any year nor once in respect of any statement to inspect all such accounts and records at the place they are normally kept. In the event such inspection proves an underpayment to you, interest shall be payable on such underpayment from the date the payment should have been made until the date it is made at the rate of 3% above Barclays Bank UK base rate from time to time. In the event that such underpayment is in excess of 10% of monies that should have been paid, Truelinked shall pay the reasonable costs of the inspection, limited to £3000 (plus VAT or similar sales tax) and not including any travel or subsistence cost.

    8. In the event a Truelinked Member (i) uses the Website to search for potential engagements and any other commercial opportunities with Truelinked customers (ii) is recommended for an engagement with a Truelinked customer either by Truelinked or an introducer or (iii) submits a request via the Website for details of any potential opportunity with a Truelinked customer and, notwithstanding the terms of this Agreement, the Truelinked Member (directly or indirectly) has contact with the customer (including via third party representatives or associates of the customer) and enters into an agreement with such customer for such engagement (but does not conclude an Engagement Contract), in addition to all other rights or remedies of Truelinked, Truelinked shall be entitled to and the Truelinked Member shall pay to Truelinked 6% (six per cent) of all Net Income , whenever and however received, within 5 business days of the receipt by or on behalf of the Truelinked Member, to be accounted for by the Rightsholder in the same manner as in Clause 9.

  10. TRUELINKED MEMBER RECOMMENDATION PROGRAMME

    1. Truelinked operates a Truelinked member recommendation initiative where a Truelinked Member may be entitled to a share of Commission if a recommendation leads to another Truelinked Member entering into an Engagement Contract and being paid Income from a Truelinked customer. This initiative only applies to existing Truelinked Members.

    2. Any Truelinked Member may recommend another Truelinked Member for a particular engagement or series of engagements. The following rules apply to the initiative:

      1. Before making any recommendations, the recommender must have the authority of the Truelinked Member it is recommending;

      2. such recommendations must be posted on the Website for the membership initiative to apply;

      3. the recommendation must result in the completion of an Engagement Contract, the performance by the Truelinked Member of all its obligations Income due under the Engagement Contract;

      4. the recommendation and the performance of the Engagement Contract must be lawful and not in breach in any way of any third party right or any obligation including of the introducing and/or the introduced Truelinked Member;

      5. this initiative is not open to officers or employees of Truelinked; and

      6. although anyone can make a recommendation, if the recommendation is made by anyone associated with the engagement (for example but without limitation a Truelinked Member who is also engaged on that engagement or has a commercial or business interest in the initiative or is an officer or employee of the relevant customer) no share of Commission (or other payment for the introduction) shall be payable to the introducer.

    3. Provided all the provisions of Paragraph 10.2 above are satisfied in full, one introducing Truelinked Member will be entitled to receive 50% of the Commission payable to Truelinked at the same time as monies are paid to Truelinked Members in accordance with Paragraph 5.6 above. Please note this only applies to one introducer and not more than one. The introducer to whom it shall apply and to whom the commission share can be paid will be the first Truelinked Member to post the recommendation on the Website. If it appears to Truelinked that Truelinked Members have been abusing this process in any way including in order seek to share the commission (including multiple simultaneous postings) any Truelinked Member who Truelinked (in its sole discretion) consider have been so abusing the process will be barred from the initiative and not entitled to any share of Commission. Their membership as a Truelinked Member may also be terminated with immediate effect.

  11. INTELLECTUAL PROPERTY AND USE OF CONTENT

    1. Truelinked is committed to the protection and enforcement of all intellectual property rights and it is fundamental to our business and your use of the Website and becoming a Truelinked Member that all intellectual property rights are respected and complied with and all artists, performers and creative of any kind are properly remunerated for the use of their valuable rights.

    2. We are the owner or the licensee of all intellectual property rights in the Website (apart only from content uploaded by Truelinked Members and customers). Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

    3. Truelinked is a trade mark of Network Service for Truelinked Aps . You must not use it without our prior written agreement.

    4. You warrant, represent and undertake that you have the full right and authority of everyone who has a legal interest in any content (whether literary works, recordings, images or any other content of whatsoever nature) uploaded by you to the Website to upload that content and to allow Truelinked and its customers fully to use such content (and in any manner agreed in any Engagement Contract) and that such uses will be lawful and not be a breach or infringement of any rights whatsoever. In addition, nothing in any content uploaded or so used will be infringing, criminally obscene, unlawful or defamatory.

    5. Notwithstanding Paragraph 11.4. You understand that by using the Website, you may encounter material that you may deem to be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. You agree to use the Website at your sole risk and we shall have no liability to you for material that may be found to be offensive, indecent, or objectionable

    6. If Truelinked reasonably consider that any such content might not comply with Paragraph 11.3 above, we may immediately remove such content from the Website (and where relevant inform any customer not to use the content) without liability to the Truelinked Member.

    7. All content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you hereby grant us and other users of the Website (including customers) a limited licence to use, store and copy that content and to distribute and make it available to third parties for the purposes of this Agreement.

  12. YOUR TERMINATION OF THIS AGREEMENT

    1. You may terminate this Agreement and remove your profile from the Website at any time by giving us one week’s written notice.

    2. If you send us notice of termination, this will NOT affect any existing Engagement Contracts (which will remain binding on you and the customer) nor any existing negotiations for engagements to which you have agreed (including having confirmed your agreement to Truelinked to the engagement and all the terms and conditions of the contract (but not yet signed the Engagement Contract).

  13. OUR TERMINATION OF THIS AGREEMENT

    1. We may terminate this Agreement at any time, remove your profile from the Website and cease any negotiations with a customer if you commit a breach of any of the provisions of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so including if you breach any of the policies referred to in Paragraph 1.4.

    2. On termination for any reason, all rights granted to you under this Agreement shall immediately and automatically cease and you must immediately cease any activities authorized by this Agreement including your use of the Website.

    3. Termination of this Agreement by us shall not affect any accrued rights or liabilities at the date of termination and we shall continue to be entitled to be paid Commission in accordance with this Agreement.

  14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

    1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

    2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors.

  15. OTHER IMPORTANT TERMS

    1. This is the whole agreement between us. This Agreement sets out the entire agreement and understanding between us relating to its subject matter and supersedes and cancels all previous agreements and discussions relating to the subject matter of this Agreement. Each party agrees and acknowledges that in entering into this Agreement it does not rely on any representation not expressly set out in this Agreement of any nature made to it by any person (whether a party or not). Nothing in this Agreement excludes the liability of either party for fraudulent misrepresentation.

    2. We are not responsible for delays outside our control. If the compliance with any of our obligations is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Agreement.

    3. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement

    4. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

    5. Nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms.

    6. If a court finds part of this contract unlawful or unenforceable, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

    7. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

    8. Truelinked and you must at all times keep confidential the terms and conditions of this Agreement and confidential information provided by the other party pursuant to it ("Confidential Information") and only disclose it to those of its employees as may be necessary for the purposes of this Agreement and its retained professional advisors, provided that the recipients of the confidential information are made aware of the confidential nature of the information and agree to be bound by such confidentiality. Your bank account and personal address and email details are Confidential Information but you agree that they will have to be incorporated in Engagement Contracts. You agree however that all details in your profile and all content uploaded by you is not Confidential Information.

    9. Which laws apply to this contract and where you may bring legal proceedings. These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. We both irrevocably agree that the courts of Denmark shall have jurisdiction to settle any dispute or claim arising out of or in connection with an Engagement Contract or its subject matter or formation (including non-contractual disputes or claims).

    10. Any phrase in this Agreement introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.