The NZ Session Collective

Terms of Trade

Preamble

The NZ Session Collective (hereinafter “NZSC”) operates Locrian, an innovative mobile-based music booking app connecting clients with New Zealand’s top musicians and ensembles. These Terms of Trade govern the engagements facilitated through Locrian and are integral to each Service Agreement.

I. Service

1.1. Each engagement with NZSC is governed by a Service Agreement generated via Locrian, detailing the scope of service, compensation, scheduling, and terms binding both parties. These Terms of Trade form a key component of every Service Agreement to ensure clarity and mutual understanding.

1.2. NZSC, through Locrian, facilitates:

(a) Augmented Reality-enhanced previews for event planning.

(b) Real-time calendar synchronisation to confirm musician availability.

(b) Secure booking workflows, including contract generation and e-signatures.

1.3. While NZSC endeavours to match clients with specific musicians or ensembles, such guarantees apply only when explicitly stated in the Service Agreement.

II. Payment

2.1. Full payment is required upon booking to confirm services. Accepted payment methods include credit card, bank transfer, and cryptocurrency. Processing fees, if applicable, are disclosed at the time of booking.

2.2. Payments, deposits and fees are non-refundable except as outlined in these Terms. Where applicable, late payments incur a 1.5% monthly penalty on outstanding amounts or the maximum rate permitted under New Zealand law.

2.3. Invoices and payment schedules are managed automatically through Locrian’s secure system. Failure to adhere to payment terms may result in cancellation without a refund.

III. Cancellation

3.1. Cancellations must be submitted in writing and are subject to the following:

(a) Over 5 days’ notice: Full refund, minus a 15% administrative charge.

(b) Within 5 days: 30% refund of the total fee, minus a 15% administrative charge.

3.2. In cases of Force Majeure, each case is reviewed individually to ensure fairness. Examples include natural disasters, government actions, or significant technical outages affecting Locrian.

IV. Intellectual Property and Royalties

4.1. Intellectual property rights for produced music remain with the original copyright holder as per New Zealand copyright laws. Clients must respect these rights when recording, reproducing, or distributing content.

4.2. Session musicians waive royalties for recordings unless explicitly stated in the Service Agreement.

4.3. Unauthorised Recording and Use:

(a) The Client, their guests, or any third parties attending an NZSC-booked performance are prohibited from recording, reproducing, or distributing any part of the musicians' live performances without prior written consent from both NZSC and the performing musicians.

(b) Any unauthorised recordings—whether audio, video, or digital capture—remain the intellectual property of the performing musicians. Such recordings may not be reproduced, distributed, incorporated into other works, or used for any commercial purposes without express permission.

(c) If unauthorised recordings are discovered, NZSC and the affected musicians reserve the right to pursue legal action for infringement, and the Client may be held responsible for any damages resulting from the unauthorised use of the performance.

V. Dispute Resolution

5.1. In the event of disputes, NZSC first seeks resolution through mutual negotiation. If no resolution is reached, the matter may proceed to mediation or arbitration under New Zealand jurisdiction.

5.2. If mediation or arbitration fails, disputes are resolved within New Zealand’s court system.

VI. Confidentiality

6.1. Both parties agree to maintain confidentiality regarding all aspects of the engagement, including business operations and third-party information accessed during service delivery. Disclosure is permitted only when required by law or in cases of fraud prevention.

VII. Liability

7.1. NZSC’s liability is limited to the total service fee paid by the Client. NZSC is not responsible for indirect, special, or consequential damages, including those arising from third-party applications used in Locrian, such as streaming platforms, AR tools, or payment processors.

VIII. Health and Safety

8.1. The Client is responsible for providing a safe, compliant environment for musicians, in line with applicable health and safety regulations. If NZSC determines the conditions unsafe, it reserves the right to terminate the engagement without refund.

8.2. Clients are advised to carry appropriate insurance, such as public liability insurance, for events involving musicians at public or private venues.

IX. Force Majeure

9.1. Neither party will be held liable for non-performance due to unforeseen circumstances, including natural disasters, government interventions, world wars, global pandemics, or platform outages caused by external factors.

X. Independent Contractor Statement

10.1. Musicians engaged through Locrian operate as independent contractors. This relationship is clarified in the Service Agreement and does not constitute an employment relationship with either NZSC or the Client.

XI. Music and Public Performance Licences

11.1. Clients are responsible for obtaining all necessary licences for music and public performances, including:

(a) Licences from organisations like OneMusic for public music performances.

(b) Reproduction licences for recorded music or other copyright-protected uses.

11.2. Clients must adhere to all licence terms and provide proof of these licences upon request. Failure to secure appropriate licences, resulting in legal actions or penalties, will be the Client’s sole responsibility.

11.3. Any usage of NZSC’s branding or musician identities in advertising or promotional material requires prior written approval from NZSC.

XII. Privacy Policy

12.1. Both NZSC, and Locrian adhere to New Zealand’s Privacy Act 2020, ensuring client and musician data is handled securely and only for operational purposes.

XIII. Non-Exclusivity Clause

13.1. Engagements with NZSC are non-exclusive, allowing both NZSC and its musicians to pursue other clients and professional opportunities.

XIV. Artificial Intelligence (AI) Policy

14.1. The Client acknowledges that NZSC may use AI technologies to enhance service delivery and internal operations. This may include:

(a) Automation of bookings, payments, and contract generation.

(b) Enhancing user recommendations and AR visualisations.

14.2. NZSC commits to ethical AI practices, preventing misuse and ensuring non-discriminatory outcomes. NZSC will:

(a) Conduct regular AI usage reviews.

(b) Continuously engage in learning about AI impacts.

(c) Participate in industry discussions on AI ethics.

14.3. This policy is reviewed annually to align with new technology, laws, and industry standards.

XV. Amendment and Waiver

15.1. Amendments to these Terms require a written agreement signed by both parties.

XVI. Breach of Contract

16.1. In the event of a breach, the non-breaching party may terminate the agreement and pursue legal remedies.

XVII. Additional Provisions

17.1. Specific needs or requests must be communicated before finalising the Service Agreement. Notices such as cancellations or modifications must be sent in writing and are effective upon receipt.

17.2. Post-signing, unforeseen circumstances will be resolved equitably to protect both parties’ interests.

Conclusion

These Terms of Trade underpin professional engagements facilitated by NZSC through Locrian. By adhering to these terms, all parties ensure a respectful, transparent, and mutually beneficial collaboration.