Terms & Conditions of Membership

Section A: The Diary Management Service

1. Introduction

• 1.1. Morgensterns is a music agency that provides a Diary Management Service (as defined in Morgensterns Membership Guide) to its clients in accordance with the following terms and conditions.
• 1.2. By signing up to the Diary Management Service, you agree to be bound by these terms and conditions.

2. Morgensterns commitment

• 2.1. We are committed to providing an efficient and reliable Diary Management Service. However, we do not guarantee that use of the Diary Management Service will lead to bookings.
• 2.2. Bookings. Our teleteam will, wherever possible, contact you immediately with your messages, wherever you are in the world.
• 2.3. Clashes. Our teleteam will make every effort to refer all bookings to you, even bookings that clash with existing work, to ensure that you have the opportunity to accept or decline a new booking.

3. Gathering Information

• 3.1. Method of communication: Morgensterns uses the following means of communication in relation to providing the Diary Management service: telephone, mobile phone, fax, email, sms messaging and you agree to be contacted by these means of communications in connection with the Diary Management Service. Morgensterns reserves the right to introduce new methods of communication as they become available.
• 3.2. Diary information: Please e-mail or fax long, complex, schedules, to either teleteam@morgensterns.com or 020 8649 7464 (fax). When this is not possible, posting your schedule is an alternative solution.
• 3.3. You may only assume that Morgensterns has received your electronic communications, whether transmitted by SMS, email, fax or any other form of electronic communication not yet introduced, when you have received a confirmation-of-receipt message from Morgensterns teleteam, by either telephone or by email.
• 3.4. If Morgensterns has any concern about the content or origin of an electronic communication, we reserve the right to require clarification from the sender before acting on any instruction contained in the communication.

4. Recording Phone Calls

We will only record telephone conversations to the extent permitted by the relevant legislation, including but not limited to the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 and the Regulation of Investigatory Powers Act 2000.

5. Business Hours

6. Financial

• 6.1. The fees shall be paid by you quarterly (i.e. at the start of every consecutive three month period of your membership), in advance, at the membership rates advertised at Morgensterns" web site.
• 6.2. Any increase in membership rates, will be advised to you by letter or email, not less than 10 working days before it takes effect.
• 6.3. Where the fees are paid by cheque, as opposed to direct debit, there will be an administration charge of £20 per quarter.
• 6.4. You should note that the fees paid will not be refunded to you in the event that this Agreement is terminated in accordance with clause 7.1 below.

7. Termination of Service

• 7.1. This agreement shall commence upon our advising you that your application has been successful and that the Diary Management Service is available to you, and may be terminated by either party, by giving not less than one month"s notice to the other party to terminate at the end of any fee period.
• 7.2. If you give notice to terminate the Service, we reserve the right not to allow you to take up the Service again within 6 months unless you recommence the Service from the date of termination and pay all quarterly fees for that period.
• 7.3. If any money due to us is not paid on the due date, we reserve the right to suspend provision of the Service until any outstanding payment has been made. Suspension will not terminate this Agreement but will not prevent either party from serving a notice of termination pursuant to clause 7.1 or us from serving a notice of termination on you pursuant to clause 7.4.
• 7.4. This agreement may be terminated by us if you fail to make two consecutive payments of our quarterly fees by the due date.
• 7.5. In the event that the agreement is either suspended or terminated:
• 7.5.1. we shall cease to provide the Diary Management Service.
• 7.5.2. you will not be entitled to any refund of the fees paid to date.
• 7.5.3. you will pay to us any outstanding fees.
• 7.6. In the event that the agreement is suspended we reserve the right to remove your profile from the Morgensterns web site for the period of suspension.
• 7.7. In the event that the agreement is terminated we shall remove your profile from the Morgensterns web site as soon as reasonably practicable.

8. Client Responsibilities

• 8.1. It is the responsibility of you, our client, to provide Morgensterns with up to date Diary information. The Diary information shall include but not be limited to:
• 8.1.1 full information about all of your bookings, i.e. the booking date, time, orchestra, venue. Venue telephone numbers are also very helpful if you do not have a mobile or pager. If you find yourself in a mobile or pager black spot, please provide us with contact details for where you are staying;
• 8.1.2 times when you do not want to work, e.g. holidays, or time reserved for practicing;
• 8.1.3 departure and arrival times in respect of travel outside the UK (please note that this requirement applies to personal and business travel)
• 8.2. You must ensure that we always have up-to-date contact information, so that we are able to contact you as quickly as possible with your messages.
• 8.3. It is your responsibility to ensure the accuracy of any Diary information that you submit to us, and the accuracy of any biographical details displayed about you on our web site. Please notify us of any error in such information.
• 8.4. You should ensure that your answerphone always refers fixers to us, i.e. "for inquiries about my availability for work, please contact Morgensterns on 020 8681 0555". You might also like to include our telephone number with your MU and ISM yearbook entries.

9. Agency

• 9.1 We act as your agent in respect of the Diary Management Service and, as such, may (on your specific instruction) enter into agreements on your behalf. By entering into this Agreement, you undertake to:
• 9.1.1 ratify and confirm any actions lawfully taken by us on your behalf, including but not limited to agreements entered into on your behalf; and
• 9.1.2 indemnify us against all and any costs and expenses properly incurred by us in exercising our powers as your agent.

10. Limitation of liability

• 10.1 Nothing contained in this agreement shall restrict either party"s liability for fraud or fraudulent misrepresentation, or for death or personal injury resulting from any act, omission or negligence of its or its officers, agents, employees or sub-contractors.
• 10.2 In circumstances where a client misses out on a booking opportunity entirely due to our fault, we shall reimburse to you an amount equal to the income that would have been generated by the booking, provided that:
• 10.2.1 you must continue to seek alternative bookings for the same period, and accept any alternative bookings offered;
• 10.2.2 where you are able to secure an alternative booking for the same period, our liability shall be reduced to the difference, if any, between the income from the lost booking and that actually received from the alternative booking;
• 10.2.3 this shall be our total liability in these circumstances.

11. www.morgensterns.com

• 11.1. Web-profiles. By providing us with your CV information and any photographs, you are giving us your consent to use the photographs and information to create your web-profile and the right to use your image and CV information for the purposes of including your web-profile on our website and in connection with the Diary Management Services.
• 11.2. In order to add details of concerts you want to promote to our on-line recital listings database, please provide us with the relevant information and we will add the information to your web profile page, and to our recitals listings database.

12. Young Professionals Discount

• 12.1. We may, at our sole discretion, provide a discount on the fees to any client that is in full time undergraduate education at a university or music college, or has graduated therefrom at any time during the preceding two years.
• 12.2. Following the period of discount the YPD agreement shall continue without discount for at least one further year of the agreement during which time the client will pay full fees.
• 12.3. The discount shall not be given to any client who has previously received a similar discount from any other diary management service provider.
• 12.4. A letter from your college professor, or another college official, is required, confirming the date of your graduation or confirming your undergraduate status and the expected date of your graduation.

13. Entire agreement

14. Notices

15. Governing Law And Jurisdiction

Section B:

Web Advertisements

• 1. We may publish, at our discretion, advertisements submitted by you for web publication, provided that:
• 1.1. we reserve the right to remove any such advertisement from the Morgensterns website once published;
• 1.2. we will be acting only as publisher of any advertisement and will not be a sales agent in respect of any goods or services being advertised in the advertisement;
• 1.3. we will not acquire any intellectual property rights in the advertisement.
• 2. You warrant that any advertisement material that you provide to us:
• 2.1. will consist of intellectual property rights which are either owned by you, or which you are properly licensed to use for the purposes of the agreement;
• 2.2. will not infringe any third party intellectual property rights;
• 2.3. will not be offensive or otherwise unsuitable for publication on the Morgensterns site.

Section C:

Juke Box Submissions

• 1. If you provide a sound recording to us for inclusion on the "Juke Box" area of our website (i.e. a "Juke Box Submission"), we may at our discretion post such Juke Box Submission, provided that the Juke Box Submission is, in terms of file size, no larger than 1 mb.
• 2. We reserve the right to remove any such Juke Box Submission from the Morgensterns Site once published.
• 3. We will not acquire any intellectual property rights in the Juke Box Submission.
• 4. You warrant that any Juke Box Submission:
• 4.1. will be a genuine recording of a live performance by you;
• 4.2. will consist of intellectual property rights which are either owned by you, or which you are properly licensed to use for the purposes of the agreement;
• 4.3. will not infringe any third party intellectual property rights.

Section D: Intellectual Property Rights Indemnity

Section E:

Morgensterns Terminology

• Availability-Lists or Dep-Lists, are provided in answer to requests for emergency fixing assistance. Morgensterns Availability List reports provide our Teleteam with details what all of our clients, who play the required instruments, are doing on the specified dates.
• Clash refers to any offer of work that conflicts with an existing booking. The conflict may be one of timing, i.e. both engagements happen at the same time, or one of location, i.e. the time of the engagements might not conflict, but the distance between the venues of the engagements is too great to be able to be able to travel from one to the other in time to take part in both engagements.
• Client work profiles are used to provide callers with an instant, up-to-date snapshot of the work individual clients have been doing, since they joined Morgensterns. The information contained in a Client work profile is compiled directly from our client"s diary - one of the many reasons why it"s so important for clients to keep their diaries up-to-date.
• Computerised Diaries are the diaries of Morgensterns clients, stored on our diary database, which make it possible to offer clients and fixers our unique suite of fixing support services.
• Fixer refers to anyone who books musicians through Morgensterns
• Teleteam refers to the members of staff employed by Morgensterns to manage client diaries.
• Web profiles are prepared by Morgensterns Teleteam, from a combination of the historical curriculum vitae details that clients provide us when they join Morgensterns and from your current up-to-date work history taken directly from our computerised diaries, as described above (client work profiles).
• Morgensterns web profiles are made available on our web site at www.morgensterns.com.
• Who"s doing my date lists are provided in answer to requests such as "I need a lift today, who"s doing the date? These lists provide us with details of the clients taking part in the specified rehearsal or performance.