Our Terms of Service
Read our terms below to learn more about your rights and responsibilities as a Whip user.
The Whip Music Africa Platform offers an online marketplace that enables users (“Members”) to publish, offer, search for, and book services. Members who publish and offer services are “Service Providers” and Members who search for, book, or use services are “Buyers.” Service Providers offer accommodations (“Accommodations”), activities, excursions, and events (“Experiences”), and a variety of travel and other services (collectively, “Host Services,” and each Host Service offering, a “Listing”). You must register an account to access and use many features of the Whip Music Africa Platform, and must keep your account information accurate. As the provider of the Whip Music Africa Platform, Whip Music Africa does not own, control, offer or manage any Listings or Host Services. Whip Music Africa is not a party to the contracts entered into directly between Service Providers and Buyers, nor is Whip Music Africa a real estate broker, travel agency, or insurer. Whip Music Africa is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms of Service (“Payment Terms”). To learn more about Whip Music Africa’s role see Section 16.
We maintain other terms and policies that supplement these Terms like our Privacy Policy, which describes our collection and use of personal data, and our Payments Terms, which govern any payment services provided to Members by the Whip Music Africa payment entities (collectively "Whip Music Africa Payments").
If you are a Host, you are responsible for understanding and complying with all laws, rules, regulations and contracts with third parties that apply to your Host Services.
PREAMBLE:
Whip Music Africa (Pty) Ltd, a duly registered company in South Africa, ****hereby ‘the Agent’, is ****a talent and service marketplace for music professionals in Africa with the goal of systemising the industry and facilitating inter-industry connections and transactions. Artists can showcase their profiles, latest work, collaboration needs and booking availability. Other music professionals, such as record labels, can scout for talent utilising a criteria-based search engine and advertise gigs. It’s an end-to-end solution using sophisticated technologies to facilitate cross-border industry transactions.This Terms of Service agreement relates to organisations and individuals who wish to list and sell their music services on the Whip website, hereby ‘the Principal’. Whip will sell the music services on behalf of the Principal for a commission.
TERMS OF SERVICE:
Sales Authorization. The Principal authorises the Agent to sell the product(s) and/or services (the “Product”) which they detailed on the Whip Music Service Marketing Form (the “Form”) on behalf of the Principal. Agent shall identify oneself as a duly authorised agent of the Principal for the sale of the Product.
The Principal will provide, in the Form, all the necessary product details to enable the Agent to make sales and confirms that all information they provided in the Form is accurate and honest.
Term. This Agreement shall be effective on the day the form is submitted (the “Effective Date”), as stated above, and will continue indefinitely until either party terminates the agreement in writing and receives acknowledgement of receipt from the other party.
Commission Earnings and Payment Structure. The Parties agree the Principal is charging for their products in accordance with the prices and commission (the “Commission”) provided in the Form. The Commission will be the Agent’s compensation.
Confidentiality.The Agent agrees to keep all information provided by the Principal confidential and not to disclose any such information to any third party without the prior written consent of the Principal, except as required by law.
Escrow Agent. The Agent will act as an Escrow Agent between the Principal and the purchasers of the Product who purchase the product via the Agent (the ‘Buyers’)
Once the Buyer has confirmed receipt of the Product, the Agent will disburse the funds to the Principal. Furthermore, unless written permission has been received from the Buyers to the Agent then no releases or disbursements shall be made.
With written notice from both the Buyer and the Principal, the Agent will disburse the funds based on the instructions provided within such notice.
In the instance any disagreement shall arise, the Parties agree the Agent shall not be held liable for any costs, damages, or losses that may arise from duties performed.
In the event that the parties have expressed disagreement on how the Escrow Funds are to be disbursed, the Agent shall be entitled, at its sole discretion, to either:
Disburse the Escrow Funds in accordance with the Agent’s interpretation of the purchase of the Product and the facts pertaining to said disagreement;
Maintain the Escrow Funds in hopes of a resolution amongst the Buyer and Principal, until enough time has elapsed to escheat said funds to the relevant courts.
Refund the money to the Buyer
The Principal hereto shall and do at all times hereafter well and sufficiently save, defend, keep harmless and indemnify the Agent, from all loss, damage, cost, charge, liability or expense, (excepting therefrom any loss, damage, costs, charge, liability or expense resulting from Agent’s willful misconduct or gross negligence) including but not limited to, court costs and attorneys’ fees, which may result from the obligation and duty as Escrow Agent accepted by the said Agent, including but not limited to, situations in which disputes arise concerning amounts of money to be paid over, funds available for such payments, or the proper persons to whom payments should be made, and including, but not limited to, a delay in the electronic wire transfer of funds.
FURTHER, it is understood and agreed that the Agent is acting as a stakeholder only, and in no way purports to legally represent either party, and shall have no liability to Buyer(s), Principal(s)/Seller(s) or any third party beneficiary to this Agreement for its actions or inactions hereunder unless such action was taken in, or such inaction resulted from gross negligence, willful misconduct, or bad faith. In no event, however, shall the Agent have any liability hereunder for any amount in excess of the Escrow Funds maintained for any particular third party.
FURTHER, it is understood and agreed that the Agent shall not be bound by any modification of this Agreement or of any agreement incorporated by reference herein, unless there shall have been delivered to the Agent a written modification signed by the Buyer(s), Principal(s)/Seller(s) and any relevant third party beneficiary. No such modification shall, without the written consent of the Agent, modify any of the provisions of this Agreement relating to the rights, obligations or duties of the Escrow Agent.
Principal-Agent Relationship. The Principal engages the Agent solely for the purpose of selling the Product(s) provided in the Form. The Agent may only enter into contracts and/or agreements on behalf of the Principal as it relates to the sale of said Product(s). The Agent may not otherwise commit the Principal to any other obligations whatsoever without separate authorization from the Principal.
Confidentiality.During the course of this Agreement, it may be necessary for the Principal to share Confidential Information, including trade secrets, industry knowledge, and other confidential information, to the Agent in order for the Agent to successfully sell the Product. The Agent will not share any of this proprietary information at any time. The Agent also will not use any of this proprietary information for the Agent’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
"Confidential Information" shall mean, but not be limited to, any information or data relating to either parties technology, know how, trade secrets, trade, proprietary and/or other confidential information, including, without limitation, discoveries, ideas, concepts, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans and strategies, customer names, processes, financial projections and other technical, financial or commercial information and intellectual properties, whether disclosed in written, oral or other tangible or intangible forms and whether disclosed directly by the either party or by a third party on behalf of the either party and whether disclosed before or after the date of this Agreement. Confidential Information shall not apply to information that was in the public domain or was accessible to the public at the time of disclosure to the Recipient.
Neither this Agreement nor the supply of any information grants either party any licence, interest or right in respect of any intellectual property rights of the Agent.
The Agent may disclose confidential information during the course of this agreement. The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate written agreement signed by the Agent, the Principal shall hold the Confidential Information as strictly confidential and shall not use, commercialise or disclose Confidential Information, directly or indirectly, in whole or in part, in its original form or in an amended form, to any person or entity.
The Principal will remain bound by this Agreement and will hold the confidential information as strictly confidential until such information no longer qualifies as a trade secret unless a subsequent agreement is agreed upon and signed by both parties.
The Principal hereby agrees that if it becomes aware of any breach of the terms hereof, it shall promptly notify the Agent of the same and shall provide the Agent with all reasonable assistance in connection with any proceedings which the Agent may institute in respect to any such breach.
Termination. This Agreement may be terminated at any time by either Party upon written notice to the other party.
Representations and Warranties.Both Parties represent that they are fully authorised to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organisation, or business or any law or governmental regulation.
Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
The ‘legality’ or ‘illegality’ of any provision within this Agreement will not lead to the nullification of this Agreement. The remainder of the Agreement will remain legally binding.
Waiver.The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.
Legal and Binding Agreement.This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding throughout Africa and the world. The Parties each represent that they have the authority to enter into this Agreement.
This Agreement will be construed and enforced in accordance with the laws of the Republic of South Africa, excluding its choice of law rules.
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
All notices under this Agreement shall be made in writing and sent via official email to intended parties.
Good Faith.Each party shall always act in good faith towards the other party in the exercise of their duties and neither shall attempt directly or indirectly to circumvent this Agreement.
The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Agreement. The foregoing requirement will not preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests.