Terms of Service

1Introduction

This Website User Agreement and Terms of Service, referred to as the “Agreement,” governs access to and use of the websites, platforms, applications, databases, subscriptions and other services operated by VIP-Booking ApS.

The services covered by this Agreement are:

• VIP-Booking.com;
• BandPitch.com;
• VIP-News;
• VIP-Contracts.com;
• any related websites, applications, platforms, features and services operated by VIP-Booking ApS.

Together, these are referred to in this Agreement as the “Services.”

By creating an account, beginning a free trial, purchasing a subscription, accessing restricted information or otherwise using any of the Services, you confirm that:

• you have read and understood this Agreement;
• you agree to be bound by this Agreement;
• you are using the Services for business or professional purposes;
• you have authority to enter into this Agreement personally or on behalf of the company or organisation you represent.

2About VIP-Booking ApS

The Services are operated by:

In this Agreement, VIP-Booking ApS is referred to as “VIP-Booking,” “VIP,” “we,” “us” or “our.”

The individual, company or organisation creating an account, purchasing a subscription or using a Service is referred to as “you,” “your,” “the customer” or “the user.”

3Business-to-Business Use Only

The Services are intended exclusively for businesses, organisations and individuals acting in a professional or commercial capacity.

They are not offered for personal, household or consumer use.

By registering for or using a Service, you represent that:

• you are acting in connection with your trade, business, profession or organisation;
• you are at least 18 years old and legally able to enter into this Agreement;
• the registration information you provide is accurate;
• you have authority to bind the company or organisation named in the account.

If you do not have this authority, you must not accept this Agreement on behalf of that company or organisation.

4The Services

VIP-Booking provides business information, industry news, communication facilities, artist-presentation services, professional directory information and related digital services for the live-music industry.

The precise features available to you depend on:

• the Service you use;
• your subscription plan;
• your account permissions;
• your location;
• the features available at the relevant time.

VIP-Booking may introduce, modify, replace or discontinue features in accordance with this Agreement.

Unless we expressly agree otherwise in writing, the Services do not include:

• legal, financial or tax advice;
• representation as an agent, manager, promoter or employment intermediary;
• a guarantee that a recipient will read or respond to a communication;
• a guarantee that an artist will be booked;
• a guarantee that a business opportunity will result in an agreement;
• verification of every statement made by a user or third party;
• responsibility for contracts entered into between users.

VIP-Booking is not a party to agreements concluded between users, artists, agents, managers, promoters, venues, festivals or other third parties unless expressly agreed in writing.

5Account Registration

To use restricted parts of the Services, you may be required to create an account and provide information requested during registration.

You agree to:

• provide complete, accurate and current information;
• use your genuine professional identity;
• keep your account information updated;
• provide additional verification information where reasonably requested;
• notify us promptly if your authority, employment or professional role changes;
• use the account only for legitimate professional purposes.

VIP-Booking may accept or reject an account application at its reasonable discretion.

We may require evidence that you are active in the live-music industry or are otherwise eligible to use a Service.

We may refuse, restrict or remove access where information supplied during registration is inaccurate, misleading, incomplete or cannot reasonably be verified.

6Account Security

You are responsible for maintaining the confidentiality and security of your account credentials.

You must:

• use a secure password;
• not disclose your password to unauthorised persons;
• not allow another person to use your individual account;
• notify VIP-Booking promptly of suspected unauthorised access;
• take reasonable steps to secure devices used to access the Services.

You are responsible for activity performed through your account unless the activity results directly from a security failure for which VIP-Booking is legally responsible.

VIP-Booking may temporarily suspend access where we reasonably suspect:

• unauthorised account use;
• credential sharing;
• a security incident;
• misuse of the Services;
• a breach of this Agreement.

7Individual and Multi-User Subscriptions

An account may be issued to an individual user or as part of a company or multi-user subscription.

Where a company subscription permits multiple users:

• each user must have an individual login unless we expressly permit shared access;
• the customer is responsible for identifying authorised users;
• access may be limited to employees, officers or approved representatives of the subscribing organisation;
• the customer is responsible for the conduct of its authorised users;
• access must be removed when a user leaves the organisation or no longer requires access.

A subscription may not be shared with an affiliated company, parent company, subsidiary, client, contractor or third party unless the applicable subscription expressly permits this.

VIP-Booking may impose reasonable limits on the number of users, devices, sessions, exports or other usage associated with a subscription.

8Free Trials and Demonstrations

VIP-Booking may offer free trials, demonstrations or limited access.

Unless otherwise stated:

• a trial is provided once per person or company;
• trial access may be limited by time, content, functionality or usage;
• trial access may be withdrawn at any time if it is misused;
• data or content created during a trial may become unavailable when the trial ends;
• a trial does not guarantee later acceptance as a paying subscriber.

Where a free trial automatically converts into a paid subscription, the price, subscription period and renewal terms must be presented before the user confirms registration.

VIP-Booking will not charge a payment method following a trial unless the user has been informed that the trial will convert into a paid subscription and has authorised the payment arrangement.

9Orders and Order Confirmation

A subscription order becomes binding when:

• you complete the applicable sign-up process;
• you accept this Agreement;
• VIP-Booking accepts the order; and
• VIP-Booking sends an order confirmation or activates the subscription.

The order confirmation may state:

• the selected Service;
• the subscription plan;
• the price;
• the billing period;
• the initial subscription period;
• the renewal period;
• the payment method;
• any agreed notice period;
• special commercial conditions.

The order confirmation, this Agreement and any separately agreed written terms together form the contract between you and VIP-Booking.

If there is a conflict, the following order of priority applies:

1. individually negotiated written terms signed or expressly accepted by VIP-Booking;
2. the order confirmation;
3. this Agreement;
4. information displayed elsewhere in the relevant Service.

10Prices, Taxes and Payment

Prices are stated in the currency shown during the order process or in the order confirmation.

Unless expressly stated otherwise:

• prices exclude VAT and other applicable taxes;
• you are responsible for applicable VAT, sales tax, withholding tax or similar charges;
• payment must be made by the due date;
• bank charges and payment-provider fees imposed on you are your responsibility.

Payment may be made by:

• payment card;
• invoice;
• SEPA B2B Direct Debit;
• another payment method accepted by VIP-Booking.

You authorise VIP-Booking and its payment providers to charge the applicable subscription fees and taxes using the payment method associated with your account.

You must keep payment and billing information current.

11Customer Mailing Lists and Communications

Customers may use communication and mailing facilities available through the Services to send relevant professional communications to selected recipients.

The customer is solely responsible for every communication sent through the customer’s account, including its:

• recipients;
• subject line;
• message content;
• attachments and links;
• sender information;
• timing and frequency;
• legal basis;
• compliance with applicable laws.

By using any mailing or communication facility, you confirm and agree that:

• you have a lawful basis for contacting every recipient;
• the communication is relevant to the recipient’s professional role in the live-music industry;
• the communication contains accurate sender information;
• the communication does not contain advertising, sales promotions, commercial marketing or other promotional material;
• the communication is not spam, deceptive, misleading or unsolicited marketing;
• the communication complies with applicable data-protection, privacy, electronic-communications, direct-marketing and anti-spam legislation;
• you will respect all objections, unsubscribe requests and requests not to be contacted;
• you will not contact a person who has previously objected to communications from you;
• you will provide any legally required information about your identity and the purpose of the communication;
• you will maintain any records needed to demonstrate that the communication was lawful.

Permitted communications must be genuine and relevant professional communications concerning matters such as:

• artist representation;
• booking availability;
• tour planning;
• event or venue enquiries;
• legitimate artist pitches;
• professional cooperation;
• other directly relevant live-music industry business.

The Services must not be used to send:

• general advertising;
• product or service promotions;
• subscription offers;
• sales campaigns;
• affiliate promotions;
• sponsorship advertising;
• consumer marketing;
• unrelated commercial offers;
• bulk unsolicited messages;
• repeated messages to recipients who have not responded;
• messages to recipients who have objected or unsubscribed;
• unlawful electronic marketing of any kind.

The availability of a person’s professional contact information through a Service does not constitute consent to receive marketing and does not establish that any communication is lawful.

VIP-Booking does not review or approve every message before it is sent. The customer remains fully responsible for determining whether a communication is lawful and permitted.

VIP-Booking may use reasonable technical measures to detect or investigate suspected misuse, including unusual sending patterns, excessive complaints, high bounce rates and repeated unsubscribe requests.

VIP-Booking may, without liability:

• reject or stop a communication;
• restrict mailing functionality;
• require evidence of a lawful basis;
• suspend or terminate an account;
• remove imported recipient information;
• investigate complaints;
• cooperate with recipients, service providers or competent authorities,

where we reasonably believe that a communication breaches this Agreement or applicable law.

The customer agrees to indemnify VIP-Booking in accordance with this Agreement against reasonable claims, losses, penalties, costs and expenses arising from communications sent through the customer’s account in breach of this section or applicable law.

12Automatic Payment

Where recurring card payment or direct debit is selected, you authorise VIP-Booking to collect:

• the initial subscription fee;
• renewal fees;
• applicable VAT and taxes;
• other charges expressly accepted by you.

Recurring payments may be collected without a separate invoice or payment request before each charge, subject to the order confirmation and applicable law.

VIP-Booking may provide advance notice of an upcoming charge by email, but failure to receive a reminder does not cancel a properly agreed renewal.

You may withdraw a recurring-payment authorisation. However, withdrawal of the payment mandate does not itself terminate the subscription or remove an obligation to pay amounts already due under the Agreement.

13SEPA B2B Direct Debit

Where you select SEPA B2B Direct Debit, you authorise:

• VIP-Booking ApS to send instructions to your bank to debit your account; and
• your bank to debit your account in accordance with those instructions.

The mandate is intended only for business-to-business transactions.

Under the SEPA B2B scheme, you may not be entitled to a refund from your bank after an authorised debit has been completed. You may instruct your bank not to execute a debit up to the applicable deadline under your agreement with the bank.

You are responsible for ensuring that:

• your bank supports SEPA B2B Direct Debit;
• the mandate is properly registered with your bank;
• sufficient funds are available;
• the bank details provided are accurate.

If a debit fails, VIP-Booking may charge the amount using another agreed payment method or issue an invoice.

14Late or Failed Payment

If payment is not received when due, VIP-Booking may:

• send payment reminders;
• suspend access to some or all Services;
• charge reasonable reminder or collection costs where permitted;
• charge interest in accordance with applicable law;
• require advance payment;
• terminate the subscription for material breach;
• refer the amount to a debt-collection provider.

Suspension does not remove your obligation to pay fees due for the agreed subscription period.

Access may remain suspended until all overdue amounts and reasonable associated costs have been paid.

15Subscription Period

The initial subscription period is stated in the order confirmation.

Unless otherwise stated, paid subscriptions run for a fixed period of twelve months.

The subscription begins on:

• the date stated in the order confirmation;
• the date access is activated; or
• another date agreed in writing.

A fixed subscription cannot ordinarily be cancelled for convenience during the current subscription period.

This does not affect a party’s right to terminate for material breach or another right expressly stated in this Agreement.

16Automatic Renewal

Unless the order confirmation states otherwise, the subscription automatically renews for successive periods of twelve months.

The applicable renewal price will be:

• the price stated in the order confirmation;
• a subsequently agreed price; or
• the standard price for the applicable subscription at the time of renewal, subject to the notice provisions in this Agreement.

By accepting this Agreement, you authorise VIP-Booking to charge the applicable renewal fee using the agreed payment method.

17Cancellation and Non-Renewal

To prevent an automatic renewal, the customer must give written notice at least two months before the beginning of the next subscription period, unless a different notice period is stated in the order confirmation.

A notice of cancellation must:

• identify the customer or account;
• clearly state that the subscription is to be cancelled or not renewed;
• be sent to VIP@VIP-Booking.com or through another cancellation method expressly made available by VIP-Booking.

Cancellation takes effect at the end of the current subscription period.

Stopping use of the Services, deleting content, withdrawing a payment mandate or failing to pay an invoice does not constitute valid cancellation.

VIP-Booking will acknowledge receipt of a cancellation request within a reasonable period.

The customer should retain the acknowledgement as evidence that the request was received.

18Refunds

Subscription fees are non-refundable except where:

• VIP-Booking expressly agrees otherwise;
• this Agreement provides for a proportional refund;
• a payment was made in error;
• a refund is required by applicable law.

No refund or credit is provided for:

• unused subscription time;
• failure to use the Services;
• changes in the customer’s personnel or business needs;
• removal of an individual authorised user;
• suspension resulting from the customer’s breach;
• failure to cancel before the renewal deadline.

19Price Changes

VIP-Booking may change subscription prices for a future renewal period.

We will provide reasonable advance notice of a material price increase.

The new price will apply from the next renewal date and will not ordinarily affect a subscription period that has already been paid.

If you do not accept the new renewal price, you may prevent renewal by cancelling within the applicable notice period.

A price adjustment resulting solely from:

• a change in VAT;
• a new tax;
• a currency conversion;
• a payment-provider charge;
• a legal or regulatory requirement,

may take effect as required by the relevant change.

20Professional Directory Information

The Services may provide access to professional information about:

• artists;
• booking agents;
• artist managers;
• promoters;
• venues;
• festivals;
• suppliers;
• companies;
• industry representatives;
• other live-music professionals.

Directory information is provided for legitimate professional use within the live-music industry.

You acknowledge that professional information may:

• come from the individual concerned;
• come from an employer or representative;
• be provided by another verified professional;
• be obtained from publicly available professional sources;
• change without notice;
• contain errors or become outdated.

VIP-Booking seeks to maintain accurate information but does not guarantee that every directory listing is complete, current or error-free.

You should independently verify information before relying on it for an important commercial, financial, contractual or legal decision.

21Permitted Use of Directory Information

You may use directory information to support legitimate professional activity, including:

• identifying relevant industry contacts;
• researching companies, artists and professional relationships;
• planning tours and live events;
• making relevant business enquiries;
• evaluating potential professional opportunities;
• maintaining your own reasonable internal business records.

Your access is a limited right to use the information through the Services. It does not transfer ownership of the database or its contents to you.

22Prohibited Use of Directory Information

Unless expressly authorised in writing, you must not:

• copy or download substantial parts of a database;
• systematically extract information;
• scrape, crawl, harvest or index the Services;
• use bots, scripts or automated extraction tools;
• recreate or compile a competing directory;
• resell, sublicense or redistribute directory information;
• publish restricted contact information;
• share exported information with unauthorised third parties;
• use information for consumer marketing unrelated to the live-music industry;
• use information to send spam or unlawful electronic marketing;
• use information for harassment, discrimination or unlawful surveillance;
• combine information with other data for an incompatible or unlawful purpose;
• attempt to bypass access, download or usage limits.

Repeated extraction of small amounts of information may be treated as prohibited systematic extraction where the cumulative activity is substantial or conflicts with the normal use of the Services.

23Communications with Listed Professionals

Access to an email address or other contact detail through a Service does not itself establish that the person has consented to receive marketing.

You are responsible for ensuring that communications sent using directory information comply with:

• data-protection legislation;
• electronic-marketing and anti-spam laws;
• professional and industry standards;
• applicable opt-out and objection requirements;
• the rules of the recipient’s country.

Business enquiries should be:

• relevant to the recipient’s professional role;
• accurate and not misleading;
• sent using an appropriate lawful basis;
• respectful of unsubscribe and objection requests.

VIP-Booking may restrict or terminate accounts associated with spam, excessive complaints or unlawful communications.

24BandPitch.com

BandPitch.com enables authorised users to prepare and distribute professional artist presentations and business enquiries.

A BandPitch.com user is responsible for:

• having authority to represent or promote the artist;
• ensuring that submitted artist information is accurate;
• having the necessary rights to photographs, music, video, logos and written materials;
• selecting appropriate professional recipients;
• ensuring that a pitch is relevant and lawful;
• complying with applicable marketing and data-protection legislation;
• responding appropriately to objections and unsubscribe requests.

VIP-Booking does not guarantee:

• delivery to every recipient;
• that a message will avoid all spam filters;
• that a recipient will open or read a pitch;
• that a recipient will respond;
• that an opportunity, booking or agreement will result.

Engagement information, including openings and clicks, may be approximate because of email-client settings, privacy technologies, automated scanning and other technical factors.

25VIP-News

VIP-News provides editorial and professional information relating to the live-music industry.

Unless otherwise stated:

• articles are provided for general industry information;
• publication does not constitute an endorsement;
• opinions attributed to third parties are their own;
• information may change after publication;
• errors may be corrected or articles updated;
• publication does not constitute legal, financial or investment advice.

Users may share links to publicly available VIP-News articles.

Reproduction, republication or commercial redistribution of full articles, photographs or substantial extracts requires prior written permission unless otherwise permitted by law.

26VIP-Contracts.com

VIP-Contracts.com may provide contract-related information, templates, tools or facilities.

Unless VIP-Booking expressly agrees otherwise in writing:

• content is provided for general professional assistance;
• it is not legal advice;
• it is not a substitute for advice from a qualified lawyer;
• VIP-Booking does not represent either party to a contract;
• users are responsible for reviewing and adapting documents;
• users are responsible for ensuring that documents comply with the applicable law and circumstances.

VIP-Booking does not guarantee that a template or clause is suitable or enforceable in every country or situation.

27User Content

“User Content” means information or material that you submit, upload, publish, store, send or otherwise make available through a Service.

User Content may include:

• profile information;
• company information;
• artist information;
• photographs;
• logos and artwork;
• music and video links;
• tour information;
• promotional materials;
• messages;
• mailing-list information;
• comments, corrections and feedback.

You retain ownership of your User Content, subject to the licence granted below.

28Licence to Use User Content

You grant VIP-Booking a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, format, display, transmit and otherwise process User Content only to the extent reasonably necessary to:

• provide the Services;
• display information according to your instructions or the relevant Service;
• distribute communications requested by you;
• operate, secure and improve the Services;
• create technical backups;
• comply with legal obligations;
• enforce this Agreement.

The licence continues for as long as necessary to provide the Services and for a reasonable period afterwards for backups, legal compliance and dispute resolution.

VIP-Booking does not acquire ownership of your underlying intellectual property merely because you submit it through a Service.

Where User Content is intentionally submitted for publication, such as a public company description or artist presentation, the licence includes making that content available to the intended audience.

29Your Responsibility for User Content

You represent and warrant that:

• you own the User Content or have permission to use it;
• you have authority to submit personal data contained in it;
• the User Content is accurate to the best of your knowledge;
• the User Content does not infringe intellectual property, privacy or other rights;
• the User Content is not unlawful, defamatory or misleading;
• use of the User Content through the Services will not breach an agreement with a third party.

You remain responsible for User Content and for consequences arising from its submission or distribution.

30Prohibited Content and Conduct

You must not use the Services to create, upload, distribute or facilitate content or activity that:

• is unlawful or fraudulent;
• is threatening, abusive or harassing;
• is defamatory or knowingly false;
• infringes copyright, trademarks, database rights or other rights;
• violates privacy or data-protection laws;
• contains malware, viruses or harmful code;
• impersonates another person or organisation;
• misrepresents your identity or authority;
• promotes illegal activity;
• constitutes spam or unlawful marketing;
• attempts to obtain passwords or confidential information improperly;
• interferes with the security or operation of the Services;
• places an unreasonable load on the Services;
• circumvents technical restrictions;
• assists another person in violating this Agreement.

VIP-Booking may investigate suspected misuse and take reasonable measures to protect the Services and affected parties.

31Intellectual Property Rights

The Services and their contents may be protected by:

• copyright;
• database rights;
• trademarks;
• design rights;
• trade-secret protections;
• other intellectual property rights.

Except for User Content, the Services and their selection, structure, organisation, design, software and databases are owned by or licensed to VIP-Booking.

Subject to this Agreement and payment of applicable fees, VIP-Booking grants you a limited, non-exclusive, non-transferable and revocable right to access and use the applicable Services for your internal professional purposes during the subscription period.

No intellectual property rights are transferred to you except for this limited right of use.

32Trademarks

VIP-Booking, VIP-Booking.com, BandPitch.com, VIP-News, VIP-Contracts.com and their associated names, logos and branding may be trademarks or trade names owned by VIP-Booking or its licensors.

You must not use these marks:

• in a misleading manner;
• in a way suggesting endorsement or partnership without permission;
• as part of another service or product name;
• in advertising or promotional material without approval;
• in a manner likely to damage their reputation.

Third-party names and logos remain the property of their respective owners.

33Feedback

You may provide suggestions, ideas or feedback about the Services.

Unless otherwise agreed, VIP-Booking may use feedback without restriction or payment, provided that we do not identify you publicly as the source without permission.

This does not transfer ownership of confidential materials or pre-existing intellectual property that you clearly identify as such.

34Privacy and Data Protection

VIP-Booking processes personal data in accordance with its Privacy Policy.

The Privacy Policy explains, among other matters:

• what personal data VIP-Booking processes;
• the purposes and legal bases;
• information sources;
• data sharing;
• retention;
• international transfers;
• individual rights.

The Privacy Policy forms part of the framework governing use of the Services but does not replace this Agreement.

Where you submit personal data to a Service, you must have an appropriate lawful basis and provide any information required by applicable data-protection law.

35Controller and Processor Roles

The parties’ data-protection roles depend on the relevant processing activity.

VIP-Booking normally acts as a data controller for:

• customer account administration;
• subscriptions and billing;
• operation of its professional directory;
• service security;
• its own newsletters and marketing;
• its own analytics and business administration.

Where you upload a mailing list or determine the recipients and purpose of communications sent through a Service:

• you will normally act as the data controller;
• VIP-Booking may act as a data processor on your behalf;
• you are responsible for the lawfulness of the data and communications.

Where required, the parties must enter into or accept a separate data-processing agreement complying with applicable data-protection law.

36Confidentiality

Information available through the Services may include commercially sensitive professional information.

You agree to use non-public information only for the purposes permitted by this Agreement.

You must not disclose:

• account credentials;
• restricted directory information in bulk;
• confidential communications;
• commercially sensitive platform information;
• security information;
• non-public information clearly identified as confidential,

except where disclosure is authorised, legally required or necessary for a permitted professional purpose.

The Services are not intended as a secure repository for trade secrets, privileged legal information or highly sensitive confidential information unless VIP-Booking expressly states otherwise.

37Monitoring and Technical Measures

VIP-Booking may use reasonable technical and organisational measures to:

• secure accounts;
• detect credential sharing;
• prevent automated extraction;
• identify abnormal usage;
• investigate spam and abuse;
• enforce subscription limits;
• protect databases and intellectual property;
• comply with legal obligations.

Monitoring will be conducted in accordance with applicable data-protection law and the Privacy Policy.

VIP-Booking may apply access limits, security controls, rate limits and other technical restrictions where reasonably necessary.

38Third-Party Services and Links

The Services may contain:

• links to third-party websites;
• embedded content;
• integrations;
• payment services;
• social-media links;
• external music or video services;
• information supplied by third parties.

VIP-Booking does not control third-party services and is not responsible for:

• their availability;
• their content;
• their security;
• their terms;
• their privacy practices;
• transactions entered into through them.

A link or integration does not necessarily constitute an endorsement.

Your use of a third-party service is governed by its own terms and policies.

39Availability and Maintenance

VIP-Booking seeks to make the Services reasonably available but does not guarantee uninterrupted or error-free access.

The Services may be unavailable because of:

• planned maintenance;
• emergency maintenance;
• technical failures;
• internet or hosting-provider failures;
• security incidents;
• updates;
• circumstances outside VIP-Booking’s reasonable control.

Where reasonably practicable, VIP-Booking will seek to minimise disruption and give advance notice of significant planned maintenance.

Temporary interruptions do not entitle the customer to a refund unless:

• the interruption is prolonged and material;
• it results directly from VIP-Booking’s failure to provide the contracted Service;
• a refund or credit is required under this Agreement or applicable law.

40Changes to the Services

VIP-Booking may change, update or improve the Services, including their:

• design;
• databases;
• features;
• technology;
• navigation;
• integrations;
• availability;
• subscription structure.

We may also discontinue features that are obsolete, uneconomic, legally problematic, insecure or replaced by substantially similar functionality.

VIP-Booking will provide reasonable notice where a change materially reduces the principal functionality of a paid Service during a current subscription period.

If a change made solely at VIP-Booking’s discretion removes a substantial part of the core paid Service and materially prevents the customer from receiving the principal benefit of the subscription, the customer may contact VIP-Booking within thirty days.

VIP-Booking may, depending on the circumstances:

• provide alternative functionality;
• offer a reasonable service credit;
• permit termination of the affected Service;
• provide a proportionate refund for the unused affected period.

No remedy is required for changes that:

• do not materially affect the subscribed Service;
• are required by law;
• address security or abuse;
• result from a third-party service ending;
• concern beta or free features;
• are necessary to prevent harm.

41Corrections and Removal of Information

VIP-Booking may correct, update, restrict or remove information where it reasonably believes that the information is:

• inaccurate;
• outdated;
• misleading;
• unlawful;
• irrelevant to the Services;
• published without appropriate authority;
• in breach of this Agreement;
• harmful to the security or integrity of the Services.

Users and listed professionals may submit correction requests using the contact details in the Privacy Policy.

VIP-Booking may request reasonable verification before making a material change to a listing.

42Suspension

VIP-Booking may suspend all or part of an account where reasonably necessary because:

• payment is overdue;
• the account is being used by unauthorised persons;
• the customer has breached this Agreement;
• use presents a security risk;
• use may violate applicable law;
• the account is associated with spam, scraping or abuse;
• information supplied by the customer is materially false;
• suspension is requested by a competent authority.

Where appropriate, VIP-Booking will notify the customer of the reason for suspension and provide a reasonable opportunity to remedy the issue.

Immediate suspension may occur where necessary to prevent harm, comply with law or protect the Services or third parties.

43Termination by VIP-Booking

VIP-Booking may terminate this Agreement or a Service:

• on one month’s written notice;
• immediately for material breach;
• immediately for unlawful or fraudulent use;
• immediately for serious security abuse;
• where payment remains overdue after reasonable notice;
• where the customer repeatedly breaches usage restrictions;
• where continued provision would violate law;
• where the customer becomes insolvent or ceases business, to the extent permitted by law.

If VIP-Booking terminates for convenience during a prepaid period, VIP-Booking will provide a proportionate refund for the unused period.

No refund is due where termination results from the customer’s material breach, unlawful use or failure to pay.

44Termination for Material Breach

Either party may terminate the Agreement with immediate effect where the other party:

• materially breaches the Agreement; and
• fails to remedy the breach within a reasonable period after written notice, where the breach can be remedied.

A cure period is not required where:

• the breach cannot reasonably be remedied;
• immediate termination is necessary to prevent harm;
• the breach involves fraud, deliberate misuse, unlawful extraction, serious security abuse or repeated spam;
• payment remains overdue after previous notice.

45Effect of Termination

When an account or subscription ends:

• the right to access the paid Service ends;
• outstanding fees become immediately payable;
• the customer must stop using restricted content;
• downloaded or exported information remains subject to this Agreement;
• VIP-Booking may delete or restrict User Content in accordance with the Privacy Policy and retention requirements;
• provisions intended to survive termination remain effective.

The following provisions survive termination where relevant:

• intellectual property rights;
• payment obligations;
• confidentiality;
• data-protection obligations;
• restrictions on database use;
• indemnification;
• limitations of liability;
• governing law and jurisdiction.

46Customer Warranties

You represent and warrant that:

• you have authority to enter into this Agreement;
• your registration and billing information is accurate;
• you will use the Services only for lawful professional purposes;
• you will comply with applicable marketing and data-protection laws;
• you have appropriate rights in submitted content;
• you will not interfere with the Services;
• you will not infringe the rights of VIP-Booking or third parties;
• you will not permit unauthorised access.

47Indemnification

To the extent permitted by law, you agree to indemnify VIP-Booking against reasonable losses, liabilities, damages, costs and third-party claims arising directly from:

• your material breach of this Agreement;
• unlawful communications sent by you;
• your infringement of intellectual property rights;
• User Content submitted without appropriate authority;
• your unlawful processing of personal data;
• fraud or deliberate misuse of the Services.

VIP-Booking will:

• notify you of a relevant third-party claim within a reasonable period;
• allow reasonable participation in the defence;
• take reasonable steps to mitigate loss.

You may not settle a claim in a way that admits liability on behalf of VIP-Booking or imposes an obligation on VIP-Booking without our prior written consent.

This indemnity does not apply to the extent that a claim results from VIP-Booking’s own breach, negligence or unlawful conduct.

48Information Accuracy and Disclaimers

VIP-Booking seeks to provide useful and accurate professional information.

However, directory, editorial and third-party information may be:

• incomplete;
• inaccurate;
• outdated;
• based on publicly available sources;
• changed without notice;
• dependent on information supplied by other people.

The Services are provided on an “as available” basis.

To the maximum extent permitted by law, VIP-Booking does not warrant that:

• all information is complete or accurate;
• every contact detail remains current;
• the Services will be uninterrupted;
• all errors will be corrected immediately;
• the Services will meet every individual business requirement;
• communications will be delivered, opened or answered;
• use of the Services will result in bookings, sales or business opportunities;
• third-party websites or services will remain available.

Nothing in this Agreement excludes warranties or obligations that cannot lawfully be excluded.

49Customer Responsibility for Decisions

You remain responsible for:

• verifying important information;
• assessing potential business partners;
• conducting due diligence;
• negotiating and reviewing contracts;
• obtaining professional advice;
• determining whether a communication is lawful;
• making commercial, booking and financial decisions.

You use the Services and contact third parties at your own professional discretion.

50Limitation of Liability

Nothing in this Agreement excludes or limits liability for:

• fraud or fraudulent misrepresentation;
• wilful misconduct;
• gross negligence to the extent it cannot lawfully be limited;
• death or personal injury caused by negligence;
• breach of data-protection obligations where liability cannot lawfully be limited;
• any other liability that cannot be excluded under applicable law.

Subject to the above, VIP-Booking is not liable for:

• indirect or consequential loss;
• loss of profit;
• loss of revenue;
• loss of anticipated savings;
• loss of business opportunity;
• loss of goodwill;
• reputational damage;
• losses arising from agreements between users;
• losses arising from reliance on inaccurate third-party information;
• losses caused by unauthorised use resulting from the customer’s failure to secure an account;
• loss or corruption of data where the customer was responsible for maintaining a backup.

VIP-Booking’s total aggregate liability arising from or relating to a Service during any twelve-month period will not exceed the greater of:

• the fees paid by the customer for the affected Service during the twelve months preceding the event giving rise to the claim; or
• EUR 1,000.

Where a separate written enterprise agreement specifies another liability limit, that limit applies.

The limitations apply regardless of whether the claim is based on contract, negligence, statutory duty or another legal basis, to the extent permitted by law.

51Force Majeure

Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay an amount already due, where the delay or failure results from circumstances beyond its reasonable control.

Such circumstances may include:

• natural disasters;
• fire or flooding;
• war, terrorism or civil unrest;
• widespread labour disputes;
• epidemics or public-health emergencies;
• government action;
• major internet or telecommunications failures;
• power failures;
• cyberattacks not reasonably preventable;
• failure of critical third-party infrastructure;
• sanctions or legal restrictions.

The affected party must take reasonable steps to minimise the effect and resume performance when practicable.

If a force-majeure event prevents the principal paid Service from being provided for a continuous period of more than sixty days, either party may terminate the affected Service by written notice.

52Assignment

You may not assign or transfer this Agreement, an account or a subscription without VIP-Booking’s prior written consent.

VIP-Booking may assign or transfer this Agreement in connection with:

• a merger;
• a corporate restructuring;
• a financing;
• a sale of shares;
• a sale of all or a substantial part of its business or assets;
• a transfer to an affiliated company.

Any assignment must not materially reduce the customer’s contractual rights.

53Subcontractors

VIP-Booking may use subcontractors and service providers to operate the Services.

VIP-Booking remains responsible for its contractual obligations, subject to this Agreement.

Where a subcontractor processes personal data on behalf of VIP-Booking, appropriate data-protection arrangements will be used as required by law.

54Changes to this Agreement

VIP-Booking may update this Agreement to reflect:

• changes to the Services;
• changes to subscription or operational procedures;
• legal or regulatory requirements;
• security requirements;
• new functionality;
• clarification of existing provisions.

The updated Agreement will be published with a revised “Last updated” date.

VIP-Booking will provide at least fourteen days’ notice before a material change takes effect, unless:

• a longer period is reasonably required for customers to adapt;
• an immediate change is required by law;
• an immediate change is required to address security, fraud or abuse;
• the change is beneficial and imposes no material obligation on users.

Material changes may be communicated by:

• email;
• account notification;
• a notice within the relevant Service;
• another reasonable electronic method.

Changes ordinarily apply prospectively.

If a material change substantially and adversely affects the core paid Service during a current subscription period, you may object in writing before the change takes effect.

The parties will seek a reasonable solution. Where no reasonable solution is available, VIP-Booking may permit termination of the materially affected Service and provide a proportionate refund for the unused prepaid period.

Continued use after a validly notified change takes effect constitutes acceptance of the updated Agreement, except where applicable law requires another form of acceptance.

55Notices

Formal notices under this Agreement must be sent by email or another written method agreed by the parties.

Notices to VIP-Booking must be sent to: VIP@VIP-Booking.com

Notices to the customer may be sent to:

• the account administrator’s email address;
• the billing contact;
• another email address supplied by the customer;
• the customer’s account notification area.

The customer is responsible for keeping contact information current.

An email notice is considered received when it is delivered to the recipient’s mail server, unless the sender receives a failure notification.

56Electronic Contracting

You agree that:

• this Agreement may be accepted electronically;
• electronic acceptance has the same effect as a handwritten signature;
• order confirmations, invoices and notices may be delivered electronically;
• electronic records maintained by VIP-Booking may be used as evidence of registration, acceptance, payment and account activity, subject to applicable law.

57No Waiver

A failure or delay by either party to enforce a provision does not waive that provision or any other right.

A waiver is effective only if made in writing by an authorised representative of the waiving party.

58Severability

If a provision of this Agreement is held to be invalid, unlawful or unenforceable:

• that provision will be interpreted or limited to the minimum extent necessary to make it enforceable where possible;
• otherwise, it will be severed;
• the remaining provisions will continue in effect.

59Entire Agreement

This Agreement, together with:

• the applicable order confirmation;
• the Privacy Policy;
• any applicable data-processing agreement;
• any individually negotiated written terms,

constitutes the entire agreement concerning the relevant Services.

It replaces prior discussions, representations and agreements concerning the same subject matter, except in cases of fraud or where applicable law provides otherwise.

60Relationship of the Parties

The parties are independent contracting parties.

This Agreement does not create:

• an employment relationship;
• a partnership;
• a joint venture;
• a fiduciary relationship;
• an agency relationship;
• authority for either party to bind the other.

No user is an employee, representative or agent of VIP-Booking merely because the user accesses a Service.

61Third-Party Rights

Unless expressly stated, this Agreement does not grant enforcement rights to a person who is not a party to it.

This does not affect rights that cannot lawfully be excluded.

62Governing Law

This Agreement and any dispute arising from it are governed by Danish law, excluding rules that would require the application of another country’s law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

63Jurisdiction

Any dispute arising from or relating to this Agreement that cannot be resolved by negotiation will be submitted to the competent Danish courts.

The agreed venue is the Danish district court with territorial jurisdiction over VIP-Booking ApS’s registered address, unless:

• the parties agree to another venue in writing;
• mandatory law requires another venue.

Before commencing proceedings, the parties should make reasonable efforts to resolve the dispute through good-faith negotiations.

64Contact Details

Questions about this Agreement may be directed to: