This Agreement is made between MILAN SYSTEMS, LLC, a Texas limited liability company trading as PrestigeMusicians (“PrestigeMusicians”), and the musician listed on the PrestigeMusicians roster (the “Musician”). It sets out the nature of the roster, the terms of listing, the fees payable, and the obligations of each party. Use of the dashboard is governed separately by the Terms of Service for musicians and the Data Processing Agreement, both of which the Musician also accepts.
1. The roster
The roster is a curated public listing, at prestigemusicians.com, of musicians auditioned in person by PrestigeMusicians. Couples and event clients (each a “Client”) submit inquiries through the roster, and PrestigeMusicians introduces them to the Musician.
PrestigeMusicians provides the inquiry, the standard performance agreement, electronic signature, and the payment link. The Musician provides the performance. Each booking arising through the roster constitutes a contract between the Musician and the Client. PrestigeMusicians is not a party to that contract.
2. Listing
Listing is by invitation of PrestigeMusicians and is not exclusive. The Musician may accept engagements from any other source, and PrestigeMusicians may list other musicians performing on the same instrument or in the same repertoire. PrestigeMusicians determines the composition of the roster and may remove any musician in accordance with clause 12.
The Musician’s profile displays their name, instrument, city, repertoire, an approximate number of weddings performed, a starting fee, and such biographical material as the Musician supplies. The Musician warrants that this information is accurate and undertakes to keep it current.
The Musician grants PrestigeMusicians the right to display their name, likeness, supplied recordings and profile text on the roster and in the marketing of PrestigeMusicians for the duration of the listing, and to retain a record of that material thereafter.
3. The Musician’s Stripe account
Before the Musician’s first roster agreement may be issued, the Musician shall complete Stripe’s onboarding for a Stripe account held in their own name, in their own country, with their own identity documents and bank account, connected to the PrestigeMusicians platform. Where the Musician already holds such an account, it may be connected instead.
That account is a full Stripe account. The Musician may access Stripe’s dashboard, view every payment, and correspond with Stripe directly. Client payments are settled directly into that account.
The Musician is the merchant of record for every payment. Stripe’s terms apply to the Musician; Stripe’s processing fees are borne by the Musician; refunds are made from the Musician’s balance; and a Client’s dispute of a charge is the Musician’s to answer, with the assistance provided under clause 9. PrestigeMusicians holds neither the Musician’s funds nor the Client’s at any time.
4. Fees
Commission. PrestigeMusicians is entitled to commission of 15% of the Musician’s fee on every booking arising through the roster. Commission is deducted by Stripe from each Client payment at the moment that payment is made and remitted to PrestigeMusicians. No invoice is issued and no sum falls due afterwards. The Client’s agreement with the Musician is for the Musician’s full fee; commission does not appear in that agreement and is a matter between PrestigeMusicians and the Musician alone.
Service fee. The Client pays PrestigeMusicians a separate service fee of 5% of the Musician’s fee, in addition to that fee, under the Client’s own terms with PrestigeMusicians. It is disclosed to the Client from the first price displayed, is collected together with the Client’s deposit in a single payment, and is remitted to PrestigeMusicians by Stripe. The service fee belongs to PrestigeMusicians, forms no part of the Musician’s fee, and does not reduce the sum the Musician receives.
Illustration. The Musician quotes 10,000. The Client is shown, and pays, 10,500. The deposit payment comprises 3,000 to the Musician and 500 to PrestigeMusicians, being 3,500 in total, of which Stripe remits 950 to PrestigeMusicians (the 500 service fee together with 15% of the 3,000). The balance payment is 7,000, of which Stripe remits 1,050. The Musician receives 8,500 in aggregate, less Stripe’s processing fees, which are borne by the Musician as the account holder.
Bookings originated by the Musician. Engagements the Musician obtains independently and administers through the dashboard are the Musician’s alone. Neither commission nor service fee applies to them; only Stripe’s processing fee is deducted.
Refunds and reversals. Commission is charged only on sums the Musician retains. Where the Musician refunds a Client under the performance agreement, the commission attributable to the refunded sum is returned to the Musician’s Stripe balance at the same time, so that the Musician bears no commission on money repaid.
Where the performance agreement entitles the Client to a full refund — the Musician being unable to perform and no substitute accepted, or force majeure with no substitute date agreed — the service fee is likewise returned to the Musician’s balance, so that the refund made to the Client is whole.
Where a Client disputes a charge and prevails, the disputed sum is taken from the Musician’s balance under Stripe’s rules, and PrestigeMusicians shall return its fees on that charge to the Musician.
Where a Client cancels, the Musician retains such sums as the performance agreement provides, PrestigeMusicians retains the commission on those sums together with the service fee, and neither party makes any refund to the other.
5. Agreements with Clients
Every roster booking is made on the standard Performance Contract Terms. The Musician determines the fee, the start and end times, the overtime rate, whether travel is inclusive or billed separately, and the governing law, which defaults to the Musician’s own country.
The Musician shall not amend the standard clauses. The Client is informed that those clauses are standard, and PrestigeMusicians stands behind them. Where a Client requests a term the standard agreement does not contain, the Musician shall refer the request to PrestigeMusicians.
The Musician may issue an agreement only to a Client with whom the booking has in fact been agreed, and only to the address from which that Client has been corresponding.
6. The Musician’s obligations
Response. The Musician shall respond to a roster inquiry within two working days, including where the response is a refusal.
Performance. The Musician shall honor every agreement signed. Where illness, injury or failure of travel prevents performance, the Musician shall notify the Client and PrestigeMusicians immediately upon becoming aware, shall assist in securing a substitute of comparable standing, and, if no substitute is accepted, shall refund all sums paid by the Client within fourteen days. Failing that, PrestigeMusicians may refund the Client directly and recover the sum from the Musician, and shall remove the Musician from the roster.
Travel. The Musician shall travel on the day preceding the engagement where it is reached by air. This obligation is owed to the Client under the performance agreement and is owed equally under this Agreement.
Standard. The Musician shall perform the program, for the hours, and to the standard promised to the Client.
Conduct. The Musician shall treat Clients, their guests and venue staff with professional courtesy, and shall not solicit payment from a Client other than through the payment link provided in the agreement.
Insurance. The Musician shall maintain public liability insurance and insurance in respect of their instrument, and shall produce the certificates on request. PrestigeMusicians insures neither the Musician’s performance nor their instrument.
Taxation. The Musician is responsible for income tax, social contributions and value added tax arising on their fees in every jurisdiction in which they arise, including value added tax in a jurisdiction where a performance is taxed at the place of performance. The Musician shall not seek tax advice from PrestigeMusicians, and none shall be given.
Permissions. Visas, work permits and instrument carnets are the Musician’s to obtain.
7. Introduced Clients
A Client who reaches the Musician through the roster is an introduction of PrestigeMusicians. For twenty-four months following that introduction, every booking with that Client, and with any person that Client refers to the Musician in respect of the same event, shall be transacted through the platform and shall carry the fees set out in clause 4.
Where the Musician accepts such a booking outside the platform, the same fees are payable to PrestigeMusicians on demand, and PrestigeMusicians may remove the Musician from the roster.
Clients of the Musician predating the introduction, and Clients who reach the Musician by other means, are the Musician’s own and remain so.
8. Independent contractor
The Musician is an independent contractor and is not an employee, agent or partner of PrestigeMusicians. The Musician determines their fee, their availability, their instrument and their program. The Musician has no authority to bind PrestigeMusicians, and PrestigeMusicians has no authority to commit the Musician to any booking the Musician has not signed. Nothing in this Agreement creates exclusivity in either direction.
8a. Refunds effected through the platform
Where the performance agreement entitles a Client to repayment, the platform shall calculate the sum from that agreement, issue the refund on the Musician’s Stripe account from the Musician’s balance, and notify the Client that it has been made. The Musician consents to that process.
The Musician may supplement a refund as a gesture of goodwill but shall not reduce one below the sum the performance agreement provides.
Where the Musician’s balance is insufficient, Stripe holds the refund as pending until it is sufficient, and the Musician shall fund the balance, or permit the next payment received to fund it, within the fourteen days the performance agreement allows the Client. A refund left pending beyond that period constitutes a breach of clause 6.
9. Disputes and chargebacks
Where a Client disputes a charge with their card issuer, Stripe notifies the Musician, and the Musician shall answer the dispute. PrestigeMusicians shall provide the record retained at signature: the agreement as signed, the signature record with its time, internet protocol address and browser, and the correspondence evidencing the address to which the link was sent.
Where a Client complains to PrestigeMusicians concerning the Musician, PrestigeMusicians shall notify the Musician, hear the Musician’s account, and determine what action to take in respect of the listing. PrestigeMusicians does not determine the dispute between the Musician and the Client, which remains a matter between them under the performance agreement.
10. Client information
Following an introduction, the Musician shall use the Client’s information solely for that booking and for no other purpose without the Client’s consent, shall keep it confidential, and is responsible for it under the data protection law applicable to the Musician.
The Musician’s own Clients and the Musician’s own book of business remain the Musician’s own. PrestigeMusicians processes that data on the Musician’s behalf and solely on the Musician’s instructions, on the terms set out in the Data Processing Agreement, which governs the security, retention, disclosure and deletion of that data.
11. Liability of PrestigeMusicians
PrestigeMusicians provides the roster, the introduction, the agreement, the signature process and the payment link, and shall take reasonable care to maintain them. PrestigeMusicians gives no undertaking as to any volume of inquiries or bookings.
The liability of PrestigeMusicians to the Musician in respect of any matter arising under this Agreement in any period of twelve months is limited to the fees PrestigeMusicians received from the Musician’s bookings in that period. Nothing in this Agreement limits liability for fraud, or for any matter which the law does not permit to be limited.
The Musician is responsible to the Client for the performance. Where a claim is brought against PrestigeMusicians by reason of an act or omission of the Musician at an engagement, the Musician shall indemnify PrestigeMusicians for its reasonable costs of dealing with that claim, to the extent the claim arises from the Musician’s fault.
12. Termination and removal
Either party may terminate this Agreement on thirty days’ written notice. Bookings already signed shall proceed on their terms, and the fees in clause 4 remain payable in respect of them.
PrestigeMusicians may remove the Musician from the roster with immediate effect where the Musician fails to attend a booking without giving the notice and securing the substitute required by clause 6, transacts a roster Client outside the platform, treats a Client or a venue in a manner PrestigeMusicians would not endorse, or provides false information.
On termination, the Musician’s listing is withdrawn, the Musician’s Stripe account remains their own, and the Musician’s dashboard account continues under the musician terms unless the Musician closes it.
13. Governing law
This Agreement is governed by the law of Texas, and the courts of Texas shall settle any dispute arising under it. Before either party commences proceedings, that party shall write to the other setting out the matter in dispute and shall attempt for thirty days to resolve it.
14. Variation
PrestigeMusicians may vary this Agreement on thirty days’ notice by email. Where the Musician does not accept a variation, the Musician may terminate under clause 12 before it takes effect, and the variation shall not apply to the Musician. Continued listing after the date a variation takes effect constitutes acceptance of it, and that acceptance is recorded.
Acceptance
Accepted on the date recorded when the Musician first signed in to the dashboard following invitation to the roster, or on the date the Musician subsequently accepted a new version.