Terms of Service.

01Purpose and acceptance

These terms of use and sale (the “Terms”) govern access to and use of the ROSTER service, an online software platform (SaaS) for booking management for artist agencies and independent professional artists, published by NYWAL, a French SAS with a share capital of €100, RCS Nanterre 990 053 654, registered office at 6 Square de l’Hippodrome, 92210 Saint-Cloud, France (“NYWAL”, “we”).

The service is strictly reserved for professionals, within the meaning of the French Consumer Code, acting in the course of their business (agencies, management structures, artist-entrepreneurs and independents). By creating an account or using the service, the customer (the “Customer”) confirms that they act in a professional capacity and accepts these Terms without reservation. Consumer-protection provisions, including the right of withdrawal, do not apply.

02Definitions

• “Service”: the ROSTER platform available at app.roster.ag, its modules, interfaces and documentation.
• “Organisation”: the isolated workspace created by the Customer (agency or independent artist), to which the subscription, Users and Customer Data are attached.
• “User”: any natural person with access to the Service under an Organisation (owner, administrator, member, or artist via the artist portal).
• “Customer Data”: all data, files and content imported, entered or generated within the Organisation by its Users (artists, promoter contacts, dates, contracts, invoices, documents, financial and logistics data).
• “Subscription”: the paid plan taken out per Organisation (plan, options, seats and extensions), billed monthly or annually.

03Account, access and security

Creating an account requires accurate, up-to-date information. The Customer is responsible for the confidentiality of its Users’ credentials, for all actions performed through their accounts, and for granting and revoking roles and permissions within its Organisation (including access granted to artists via the artist portal and to external collaborators).

Account security mechanisms (two-factor authentication, passkeys, session revocation) are made available; enabling them is the Customer’s responsibility. NYWAL may suspend any access without delay in the event of a proven risk to the security of the Service or the data.

04Free trial

A free trial may be offered, for the duration indicated on the Pricing page at the time of sign-up. The trial is limited to one per Organisation and per person, with no payment method required. At the end of the trial, no automatic charge is made: access to paid features is suspended until a Subscription is explicitly taken out. NYWAL reserves the right to refuse or terminate a trial in the event of abuse (multiple trials, circumvention).

05Subscriptions, prices and changes

The Service is provided on a per-Organisation Subscription basis, according to the price list published on the Pricing page at the time of subscription. Prices are exclusive of taxes; applicable VAT is added in accordance with the regulations in force (reverse-charge mechanism for intra-EU businesses with a valid VAT number).

The Customer may at any time, on a self-service basis: change plan, add seats, enable optional modules or extend limits per unit. Increases (upgrades, additions) take effect immediately and are invoiced immediately on a pro-rata basis for the remainder of the current period, including annual periods. Decreases (downgrades, removals) take effect at the end of the current period and do not give rise to any refund for the period already started.

NYWAL may change its price list. Any price change applicable to a current Subscription is notified at least thirty (30) days before it takes effect and only applies from the next billing period. If the Customer does not accept it, they may terminate before the new price takes effect.

06Payment and late payment

Payments are processed by our provider Stripe; NYWAL does not store full card numbers. Amounts are due in advance at each billing date and payable by the means offered at checkout.

In the event of failed payment, paid access may be suspended after notification and unsuccessful retries. In accordance with Articles L.441-10 and D.441-5 of the French Commercial Code, any late payment automatically incurs penalties at the ECB’s most recent refinancing rate plus 10 points, together with a fixed recovery indemnity of €40 per unpaid invoice.

07Term and termination

The Subscription is entered into for the chosen period (monthly or annual) and renews automatically for successive periods of the same length. Either party may terminate at any time, with effect at the end of the current period, without any refund for the period already started, except where mandatory law provides otherwise. Termination is performed from the Organisation’s billing area.

NYWAL may terminate or suspend as of right, after formal notice remaining without effect for fifteen (15) days — or without notice in the event of serious breach (fraud, security compromise, unlawful use) — any Subscription in case of violation of these Terms.

At the end of the contract, the Customer may use the self-service export features to retrieve its Customer Data (see “Customer Data and reversibility”).

08Acceptable use

The Customer shall not, in particular: use the Service for unlawful purposes or contrary to public policy; infringe third-party rights (data imported without a legal basis, infringing content); attempt to circumvent the Service’s security, isolation or limitation mechanisms; access the Service through unauthorised automated means; resell, sublicense or make it available to third parties outside its Organisation; send unsolicited communications by means of the Service; or use it in a manner manifestly exceeding the limits of its plan.

The social statistics module relies exclusively on publicly accessible data from the platforms concerned, collected by our specialised provider. The availability and accuracy of such data depend on third-party platforms and are not guaranteed.

09Customer Data and reversibility

Customer Data remains the exclusive property of the Customer. The Customer grants NYWAL a limited, non-exclusive, worldwide licence to host, reproduce and process Customer Data solely for the purposes of providing, securing and improving the Service, for the duration of the contract.

The Customer warrants that it holds all rights and legal bases required for the Customer Data it imports and processes in the Service (in particular its professional contact files and its artists’ data); it is solely responsible for their lawfulness under applicable regulations, in its capacity as data controller.

Reversibility: the Customer may export all of its Customer Data at any time on a self-service basis (full structured JSON export, targeted CSV/PDF exports, backups). After the effective end of the contract, Customer Data is deleted or anonymised within thirty (30) days, subject to short-rotation backup copies and retention required by law.

10Generated documents — important notice

The Service provides configurable tools for generating documents (contract templates and their clauses, sequentially numbered invoices and credit notes, configurable legal mentions, so-called “engagement” or “mandate” billing regimes, custom fields and variables). These tools and their default content are provided as mere templates and do not constitute legal, accounting, tax or social advice.

The Customer remains the sole author and issuer of the contracts it concludes and the invoices it issues by means of the Service, and solely responsible for their validity, completeness and compliance with the regulations applicable to it. NYWAL is not a party to the contractual relationships between the Customer, its artists and third parties (promoters, producers) and assumes no liability in that respect. The Customer is invited to have its templates reviewed by its own advisers.

11Electronic invoicing (optional module)

The electronic invoicing module optionally enables the issuance and transmission of invoices in Factur-X format through a third-party accredited partner platform. The Customer (or, where applicable, its artist who has enabled the option for their own account or granted a billing mandate) remains the legal issuer of the transmitted invoices. The availability of this module depends on the partner platform and on the regulatory requirements in force, which may change; NYWAL does not, by itself, guarantee the Customer’s overall compliance with its e-invoicing obligations.

12Artist portal

The Customer may invite its artists to access a dedicated free area (the “artist portal”) presenting the information that the Service exposes to that profile (dates, fees, itineraries, shared documents, upload of invoices and receipts). The Customer determines which artists are invited and warrants that it is authorised to give them access to the information concerned. Artist portal accounts do not consume a paid seat.

13Availability, support and changes

NYWAL provides the Service with due care under an obligation of means and uses commercially reasonable efforts to keep it available, without warranting any contractual uptime rate (no SLA is subscribed under these Terms). Scheduled maintenance windows may occur, where possible outside business hours, as well as emergency interruptions dictated by security.

Support is provided by email at [email protected], in French and English, during business hours.

The Service evolves continuously. NYWAL may add, modify or remove features without substantially degrading the essential functions of the Subscription taken out during the current period; any substantial degradation entitles the Customer to terminate at the end of the period without penalty.

14Intellectual property in the Service

The Service, its software, interfaces, databases (excluding Customer Data), trademarks and documentation remain the exclusive property of NYWAL or its licensors. The Subscription grants the Customer a personal, non-exclusive, non-assignable and non-transferable right of use, limited to the duration of the contract and to the internal use of its Organisation. No other right is granted.

15Data protection (data processing agreement — Art. 28 GDPR)

For the processing of personal data contained in Customer Data, the Customer acts as controller and NYWAL as processor. This clause constitutes the data processing agreement between the parties.

• Instructions: NYWAL processes Customer Data only to provide the Service and on the Customer’s documented instructions (these Terms and the configuration performed in the Service), unless required by law — in which case NYWAL informs the Customer unless prohibited.
• Confidentiality: persons authorised to process Customer Data are bound by confidentiality and access it only on a least-privilege basis; any support intervention on an Organisation is logged in a tamper-evident manner.
• Security: NYWAL implements the technical and organisational measures described in the Privacy Policy (per-Organisation isolation enforced down to the database, encryption in transit, encryption at rest of sensitive secrets, encrypted backups in the EU, automated isolation tests on every production deployment).
• Sub-processors: the Customer gives general authorisation for the sub-processors listed in the Privacy Policy. NYWAL gives at least thirty (30) days’ notice before any addition or replacement; the Customer may object on legitimate grounds, and failing agreement either party may terminate the affected Subscription at the end of the period.
• Assistance: NYWAL reasonably assists the Customer in responding to data-subject requests and with its security, notification and impact-assessment obligations, taking into account the nature of the processing.
• Breaches: NYWAL notifies the Customer of any personal-data breach affecting it without undue delay after becoming aware of it, with the information useful for the Customer’s own notification obligations.
• Return and deletion: at the end of the contract, NYWAL deletes Customer Data as set out in “Customer Data and reversibility”, the Customer having self-service exports for prior retrieval.
• Audit: NYWAL makes available the information necessary to demonstrate compliance with this clause and allows an audit, at most once per twelve (12) month period, subject to thirty (30) days’ written notice, at the Customer’s expense, during business hours and without access to other customers’ data.
• Location and transfers: Customer Data is hosted in the European Union; any transfers to third countries by sub-processors are governed by appropriate safeguards (adequacy decision, Data Privacy Framework or standard contractual clauses).

16Liability

NYWAL’s total aggregate liability under the contract, on any grounds whatsoever, is limited to the amount excluding taxes actually paid by the Customer for the Subscription concerned during the twelve (12) months preceding the event giving rise to liability.

NYWAL shall not be liable for indirect or unforeseeable damage (loss of profits, revenue, customers or opportunities, reputational harm), nor for damage resulting from the Customer’s content and decisions, from non-compliant use, or from third-party services (social platforms, payment provider, e-invoicing platform).

Nothing excludes or limits NYWAL’s liability in the event of wilful misconduct or gross negligence, or where the law prohibits such exclusion.

17Force majeure

Neither party shall be liable for a failure caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code and case law. If the impediment exceeds sixty (60) days, either party may terminate the contract without indemnity.

18Changes to the Terms

NYWAL may amend these Terms. Substantial changes are notified at least thirty (30) days before they take effect (email to the owner account and/or in-Service notification). Continued use after the effective date constitutes acceptance; otherwise the Customer may terminate with effect at the end of its current period.

19Miscellaneous

If any provision of the Terms is held invalid or unenforceable, the remainder remains in force. Failure to enforce a breach does not constitute a waiver. The Customer may not assign the contract without NYWAL’s written consent; NYWAL may assign it in the context of a restructuring or business transfer, upon notice to the Customer. The Service’s electronic records and logs constitute evidence between the parties. Notices are validly given by email.

20Governing law, jurisdiction and language

These Terms are governed by French law. Failing amicable resolution within thirty (30) days of written notice, any dispute relating to their formation, performance or interpretation falls within the exclusive jurisdiction of the economic activities court of Nanterre (tribunal des activités économiques), notwithstanding multiple defendants or third-party claims.

The Terms may be translated; in case of discrepancy, the French version prevails.