Terms of Service

Last Updated: 21st May 2019

This is the terms of service for www.musiciansforcruises.com – owned and operated by LastMinuteMusicians.com Limited.

Your attention is particularly drawn to the provisions of clause 12 (Limitation of liability).

1. About us

   1. Company details. LASTMINUTEMUSICIANS.COM LIMITED (company number 06544335) (we and us) is a company registered in England and Wales and our registered office is at The Font, Church House, Gosport Street, Lymington, Hampshire, England, SO41 9BB. Our registered VAT number is 188303003. We operate the websites www.musiciansforcruises.com and www.lastminutemusicians.com.

   2. Contacting us. To contact us please e-mail Mr. Adam Hughes at admin@lastminutemusicians.com. How to give us formal notice of any matter under the Contract is set out in clause 18.2.

2. Our contract with you

   1. Our contract. These terms of service (Terms) apply to the use of our service by you and supply of services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

   2. Members and Visitors. This Contract applies to Members and Visitors. Registered users of our services are "Members" and unregistered users are "Visitors". When you complete a registration form and register for our services you become a Member. If you have chosen not to register for our services, you may access certain features as a Visitor.

   3. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter, except where we expressly state that separate terms apply. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

   4. Your copy. We recommend that you print a copy of these Terms for future reference.

3. Subscription for our service and its acceptance

   1. Subscription for our service. You may subscribe for our service by completing and submitting a registration form available on our website. Each completed and submitted registration form is an offer by you to buy the services specified in the registration form (Services) subject to these Terms

   2. Correcting input errors. Our registration process allows you to check and amend any errors before submitting your registration form to us. Please check the registration form carefully before confirming it. You are responsible for ensuring that your registration form is complete and accurate.

   3. Accepting your subscription request. Our acceptance of your subscription request takes place when we send you a confirmation email to you accepting it (Subscription Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Subscription Confirmation

   4. If we cannot accept your subscription request. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your subscription request. If you have already paid for the Services, we will refund you the full amount.

4. Our Services

   1. Services. This Contract applies to access and use of our online resources provided by us including: online entertainment directory containing personalised content listings of your choice, event planning advice, fast contact via email and online chat, access to articles and booking facilities. You can access all our Services via https://www.musiciansforcruises.com and https://www.lastminutemusicians.com.

   2. Descriptions and illustrations. Any descriptions or illustrations on our website are published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract or have any contractual force.

   3. Compliance with specification. Subject to our right to amend the specification, we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.

   4. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

5. Your obligations to us

   1. It is your responsibility to ensure that:

      • (a) the terms of your registration form are complete and accurate;
      • (b) you co-operate with us in all matters relating to the Services;
      • (c) you provide us with such information and materials we may reasonable require in order to supply the Services and ensure that such information is true, complete and accurate in all material respects; and
      • (d) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

   2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (Your Default):

      • (a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 15 (Termination);
      • (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      • (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

6. Service availability

   1. Our service is available worldwide.

7. Charges for the Services

   1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7.

   2. The Charges are the prices quoted on our website at the time you submit your registration form.

   3. If you wish to change the scope of the Services after we accept your registration form, and we agree to such change, we will modify the Charges accordingly.

   4. We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 7.6 for what happens if we discover an error in the price of the Services you subscribed for

   5. Our Charges are inclusive of VAT.

   6. It is always possible that, despite our reasonable efforts, some of the Services on our website may be incorrectly priced. If the correct price for the Services is higher than the price stated on our website, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

8. How to pay

   1. Payment for the Services is in advance.

   2. You can pay for the Services using a debit card, credit card or via bank transfer.

   3. We will send you a payment receipt email setting out Charges paid by you for the Services. You may view your payments by logging in to your account.

   4. All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding other than any deduction or withholding of tax as required by law.

9. Intellectual property rights

   1. All intellectual property rights in or arising out of or in connection with the Services other than intellectual property rights in any content provided by you will be owned by us.

   2. Intellectual property rights in content provided by you are owned by you. Any content (including feedback and personal information) you upload for the use of the Services and through our Services will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are agree to grant us a worldwide, non-exclusive, royalty-free, licence to use, copy, publish and modify content provided by you to us and to distribute and make it available to third parties during the term of this Contract for the purpose of providing the Services to you without any further consent, notice and/or compensation to you. These rights are limited in the following ways:

      • (a) you can end this licence for specific content by deleting such content from the Services, or generally by closing your account, except (i) to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it and (ii) for the reasonable time it takes to remove from backup and other systems; and
      • (b) you and we agree that if content includes personal data it is subject to our Privacy Policy.

   3. We have the right to:

      • (a) disclose your identity to any third party who is claiming that any content posted or uploaded by you as part of the Services constitutes a violation of their intellectual property rights, or of their right to privacy;
      • (b) edit or remove listings from our web site at any time if they are duplicate listings, inaccurate or incomplete;
      • (c) add basic personal details if you activate a listing that has out of date personal details;
      • (d) edit or remove listings that deliberately use contact details or external HTML links in places where such are not permitted;
      • (e) edit or remove listings that deliberately use photos that include excessive text; and
      • (f) remove any content if, in our opinion, does not comply with the content standards set out in our Acceptable Use Policy.

   4. You are solely responsible for securing and backing up your content.

10. Complaints

We respect the intellectual property rights of others. We require that information posted by you be accurate and not in violation of the intellectual property rights or other rights of third parties. We provide a process for complaints concerning content posted by you. Please contact Mr. Adam Hughes at admin@lastminutemusicians.com for further information.

11. How we may use your personal information

    1. We will use any personal information you provide to us to:

       • (a) provide the Services;
       • (b) process your payment for the Services; and
       • (c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

    2. Further details of how we will process personal information are set out in our Privacy Policy.

12. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

    1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

       • (a) death or personal injury caused by negligence; and
       • (b) fraud or fraudulent misrepresentation.

    2. Subject to clause 12.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

       • (a) loss of profits;
       • (b) loss of sales or business;
       • (c) loss of agreements or contracts;
       • (d) loss of business opportunity, goodwill or reputation;
       • (e) loss of use or corruption of software, data or information;
       • (f) use of or inability to use our website; and
       • (g) any indirect or consequential loss.

    3. Our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to total Charges paid to us by you under the Contract for our Services.

    4. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

    5. We exclude all implied conditions, warranties, representations or other terms that may apply to our Services or any content on it.

    6. This clause 12 will survive termination of the Contract.

13. Indemnity

    1. To the fullest extent permitted by law, we shall not be liable to you and you should indemnify us against all liabilities, costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) and all other professional costs and expenses suffered or incurred by us arising from our exercise of the rights granted to us by you under this Contract.

    2. This clause 13 will survive termination of the Contract.

14. Confidentiality

    1. We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2

    2. We each may disclose the other's confidential information:

       • (a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 14; and
       • (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

15. Termination

    1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

       • (a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within fourteen days of you being notified in writing to do so; or
       • (b) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.

    2. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

16. Events outside our control

    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

       • (a) we will contact you as soon as reasonably possible to notify you; and
       • (b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

    3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us by email at admin@lastminutemusicians.com. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

17. Members listings review policy

    1. All directory Members reviews are moderated manually by our employees first and only then will be published on listings.

    2. We reserve the right to withhold publications of a review if it is not compliant with our content standards set out in our Acceptable Use Policy.

    3. Members are notified by email when a new review has been approved by us and is live on their listing. We aim to process reviews within 7 working days. If negative reviews are left with a rating of under 6/10 the reviewer must verify it by providing proof of identity (valid photo ID) and that the review is based on a genuine booking made via www.lastminutemusicians.com (by providing written evidence such as a signed booking contract). To verify a negative review please send an email including the above evidence to admin@musiciansforcruises.com with the subject "Rating Verification". If a negative review is not verified by the reviewer within 7 days of the original date the review was submitted it will be deleted.

    4. Members must only publish genuine reviews on their listings. If a review is found to be a fake or malicious review we have a right to terminate this Contract in accordance with clause 15.

18. Communications between us

    1. When we refer to "in writing" in these Terms, this includes email.

    2. Any notice or other communication given under or in connection with the Contract must be in writing and be sent by pre-paid first class post or other next working day delivery service, or email. A notice or other communication is deemed to have been received if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting, if sent by email the next working day after transmission.

    3. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

19. General

    1. You must keep your account details safe. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We 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 these terms of use. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us.

    2. Do not rely on information on our website. The content on our website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our website.

    3. We are not responsible for websites we link to. Where our website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

    4. Other terms. There are other terms that may apply to our Members and Visitors. These terms refer to the following terms:

       • our Privacy Policy;
       • our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our website when using our Services you must comply with this Acceptable Use Policy; and
       • our Cookie notice, which is included in our Privacy Policy, which sets out information about the cookies on our website.

    5. Assignment and Transfer

       • (a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
       • (b) You may not assign or transfer this Contract (or your membership or use of Services) to anyone without our consent.

    6. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

    7. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

    8. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.