TERMS OF SALES
The following conditions, provisions and terms '' General Conditions of Sale '' govern the relations between the Contracting Party and the Client with regard to the Services rendered.
1. DEFINITIONS AND INTERPRETATION
1.1 “Contractor”, “Contractor”, “Service Provider” means Sinetracks Mastering SAS, 20 rue Pasteur, 31700 Blagnac, France.
1.2 “Customer” means “You”, the name provided to create the quote or fill in the “Details”.
1.3 "Details" means the document preceding the General Conditions entitled "Quotation".
1.4 “Services” means all the activities, works and Services described in the “Details” section.
1.5 “Mastering_Infosheet” means the document provided by the Contractor for more Details and information, ie “the Agreement”, the “Contract”.
1.6 “Additional Services” means all Services performed of a type and nature not specifically mentioned in the “Details” section and the Quote.
1.7 “Sum of Contract” means the number of songs that will be mastered and the amount “you will pay”.
1.8 "Copyright" includes:
1.8.1 all exclusive rights included in copyright as defined by the Copyright Act 1968 in relation to a literary or musical work; and
1.8.2 all rights of the nature of copyright, whether by law, convention or otherwise and new and additional rights which may be acquired by the Contractor in any country forming part of the territory: and
1.8.3 in this Agreement, refers to all work performed by the Contractor including Services and Additional Services.
1.9 “Person” includes companies.
1.10 Territory means the whole world.
1.13 Titles are provided for convenience only and do not form part of these terms and conditions.
2. PLACEMENT AND ORDERING OF SERVICES
2.1 By engaging the Entrepreneur and returning the completed “Mastering_Infosheet”, ie the Agreement, via any form; e-mail, scan, fax, paper, mail, the Customer confirms having read and accepted the General Conditions of Sale.
2.2 The user declares and acknowledges having read all of the terms of these general conditions. In addition, connection to any of the services offered on the site accessible at the address: https://www.sinetracks.com/conditions-generales-de-vente implies unreserved acceptance by the user of these general conditions.
3. QUOTES AND PRICES
3.1 The Contractor shall specify in the Quotation and Details the Services required to carry out the Client's instructions and describe an estimate of the Contractor's costs for the performance of such work.
3.2 The Contractor is not bound to provide the Services until these general conditions have been accepted by the Client and the Agreement and / or the estimate has not been returned by the Client to the Contractor.
3.3 The Contractor is not bound to provide the Services until a Payment of 30% or more, of the final quotation has been paid.
3.4 This Payment is not refundable and must be done within the quote validity period of 30 days. It validates the order.
4. PRICE CHANGE
4.1 Subject to the provisions below, all prices in the Details and the quotation will remain in effect for thirty days from the date on which the Customer accepts these general conditions.
4.2 The Contractor has the right to modify any estimate previously sent to the Customer if: -
4.2.1 the Client provides incomplete or inaccurate information to the Contractor preventing the Contractor from providing an accurate quote;
4.2.2. the Contractor experiences delays in providing the Services due to any action or inaction on the part of the Client when such delay exceeds thirty days from the agreed start date or if no date exists, thirty days from the date of this Agreement.
4.2.3 At the request of the Client, the Contractor undertakes to provide additional Services at any time after the start of this Contract.
4.2.4. the Contractor will experience price increases after the date of this Agreement when purchasing or leasing any equipment necessary for the performance of the Services required.
4.2.5 the Client fails to fulfill its obligations as set out in this Contract, resulting in direct or indirect loss for the Contractor for any reason whatsoever; and
4.2.6. any cause beyond the control of the Contractor causing the necessary variation.
4.3 If a supply from the Contractor is subject to Goods and Services tax ('' GST '') or value added tax ('' VAT ''), the Customer shall, unless the price in the quote or the Details expressly states that GST or VAT is included, pay the corresponding amount of GST or VAT in addition to the amount shown in the Details.
5. ADDITIONAL SERVICES
5.1 If the Client requests that the Contractor provide or perform Additional Services and the Contractor accepts such a request, the Additional Services will be deemed to be part of the Services and the Client will have to pay:
5.1.1 if the Contractor has submitted a written quotation before performing or providing the Additional Services, the amount of the quotation; or
5.1.2 in the absence of a written estimate, an amount calculated on the basis of the Holder's standard hourly rate of € 99.00 per hour, excluding taxes, or part thereof.
5.2 The Customer acknowledges and accepts that all Services which are not specifically mentioned in the Details constitute Additional Services.
6. TERMS OF PAYMENT
6.1 The Customer is required to pay for all Services rendered, excluding Additional Services, upon the first delivery of the mastered songs.
6.2 The Client shall pay the Contractor, within five (5) working days of the date on which the Contractor issues a tax invoice for such payment to the Client, the total amount indicated in the invoice (s) issued by the Entrepreneur to the Client, whether for all or part of the Contract Amount and / or the value of the Additional Services.
6.3 If the Client does not make this payment within the time period required by the Contractor, the latter is free to suspend the provision of Services or additional Services until the time when the Client makes full payment and this action does not constitute a breach of the Contractor's obligations under this Agreement.
6.4 The Contractor may, at its sole discretion, request and collect from the Client and the Client undertakes to pay:
6.4.1 interest on all overdue invoices (or any part of any unpaid amount on any invoice) at the rate of 10% per annum, worn per day, from the date of an unpaid invoice or part of it;
6.4.2 all costs and expenses incurred in collecting or attempting to collect amounts which are not paid by the Client when due, including collection costs and attorney fees on an attorney / client basis.
6.5 The Customer undertakes to pay:
6.5.1 all amounts by PAYPAL or cash deposit or electronic transfer of funds to any account designated by the Contractor; and
6.5.2 a charge of 4% of the payment value for all payments made by any type of credit card through PAYPAL.
7. INTELLECTUAL PROPERTY
7.1.1 The Client warrants that he owns or has legally acquired the right to use the audio material provided to the Contractor for mastering purposes and the Client indemnifies the Contractor against all losses, claims, legal actions which may be brought or claimed against the Contractor by the legitimate owner of the audio material or any other third party having standing;
7.1.2 In the event of reproduction, packaging or distribution of any material, or part / part thereof, in any analog or digital audio format, Mastered by the Contractor and whether for purposes of sale or of 'promotional activities, then - The words "Mastered by Christophe Chapelle at Sinetracks Mastering" must appear as a credit on the printed material accompanying the recording or in the text accompanying the credits issued in an electronic format, or in the case of a physical storage medium such as a CD - on the storage medium itself.
7.2 In the event that the audio material which, after being mastered by the Contractor, is distributed for the purposes of sale, promotion or any other commercial purpose, that it constitutes the entire content of the collection distributed by audio recordings (as in the case of a compilation) or a part thereof, then all such tracks must be the final product or identical copies of the final mastered materials as mastered by the Contractor and may not undergo audio editing or modification before duplication or distribution. The parties to this Agreement recognize and agree that:
7.2.1 All rights, title and interest in audio material supplied by the Customer are owned or licensed and controlled by the Customer or any person who has authorized the Customer to request the Services from the Contractor ("the Rights Holder ");
7.2.2 where applicable, the Services have been ordered by the Customer on behalf of the Rights Holder;
7.2.3 The Contractor agrees that all work produced by the Contractor in performing the Services, including any unfinished audio recordings (“the“ Work ”) is“ Spot Work ”to the fullest extent permitted. by law, with all copyrights in works owned by the Copyright Holder;
7.2.4 all rights, titles and interests relating to these works will belong, from their creation, exclusively to the Client or to the Rightholder, as the case may be;
7.2.5 Insofar as the Work of the Contractor would not be considered spot work under applicable law, the Contractor hereby assigns to the Rightholder all rights, titles and interests that the 'Contractor may have over such Works, including all copyrights, copyrights or publicity rights in the works;
7.2.6 The Contractor shall sign any additional documents required by the Client or the rightholder to establish such ownership or assignment to the rightholder, eg. Job contract sheet to the spot. In the event of termination of this Agreement prior to the completion of the Services by the Contractor, the ownership provisions of this Agreement shall apply to any part of the Services which may have been completed prior to such termination.
7.3 In the event that all of the Services, Additional Services, or the sale of products have not been paid or settled to the Contractor, the latter retains full intellectual property rights for the Services performed on the Customer's material / song.
8. FORMATS AND DIGITAL MEDIA
8.1 All final masters will be provided to the Client as a digital download or on USB sticks at the discretion of the Contractor, when a participating session is required.
8.2 The master DDP / CD for duplication will only be provided by prior agreement; and
8.3 The Client shall reimburse the Contractor for all costs and accessories related to the provision of additional media in addition to one copy;
8.4 The Contractor shall test all final primary storage media (CDR / DVDR / USB) for errors prior to delivery, but makes no warranty as to the error-free nature of the storage media supplied and will not accept any liability for losses incurred due to failures of storage, media or the digital writing tools used to produce them.
8.5 The Customer must ensure that the storage medium received is complete, functional and error-free before duplicating or reproducing the medium or the material it contains. The Customer guarantees that upon receipt of the digital medium provided by the Service Provider, the Customer will listen to the master copy before delivering it for duplication / reproduction / distribution / engraving.
8.6 The Client acknowledges and agrees that the Contractor will not be obligated to create and maintain records and copies of the Services at all times.
8.7 The Customer may not assert any right of set-off, counterclaim or reduction with respect to alleged defects in the Services and must pay all amounts due under this Agreement in full to the Service Provider before pursuing any claim for compensation. repair or rectification.
8.8 The Customer acknowledges and accepts that:
8.8.1 if the Client fails to notify the Contractor of any non-conforming aspect or defect in the Services within three (3) working days of notification by the Contractor to the Client that he has fulfilled his obligations in full. under this Agreement, the Contractor shall be deemed to have fully discharged its obligations under this Agreement;
8.8.2 The Contractor shall, as soon as it is deemed to have fully fulfilled its obligations under this Agreement, be released from any liability with respect to the Services provided, except for the maintenance of any warranty expressly granted in under this Agreement;
8.8.3 The Contractor shall not be required to compensate the Customer for any delay in the replacement or repair of the Services or in the proper assessment of the Customer's claim.
9. LIMITATION OF LIABILITY
9.1 The Contractor shall not be liable for any loss or damage to audio materials, whether mastered or not, or to their respective storage media, which are lost or damaged in transit or otherwise in the possession of a third party such as a postal service or courier company and whether in transit to or from the Customer.
9.2 All responsibilities and obligations imposed by law are expressly excluded, but only to the extent that such exclusion does not violate the law or cancel any part of the Agreement.
9.3 If defects in the Services provided are identified within the period specified in clause 8.8.1 above, the liability of the Service Provider is limited to the provision of the Services again, or to the cost of the provision of the Services again, according to this that the Service Provider chooses to do at its sole discretion;
9.4 To the maximum extent permitted by law:
9.4.1 The Contractor shall not be liable to the Client or any other person or third party for any consequential or other loss or damage (including loss of profit, loss of income or loss of reputation) resulting from directly or indirectly from the provision of the Services under this Agreement;
9.4.2 the Contractor's liability arising out of any connection with this Agreement, whether under the law of Contracts, in tort, in equity under the law or otherwise, will be limited in aggregate to an equal amount. the amount of the Agreement;
9.4.3 the Contractor shall not be liable to the Client for any statement, representation, warranty, condition or warranty not expressly contained in the Details;
10.1 The obligation of the Service Provider to perform the Services is always subject to the availability of labor, materials, installations, equipment and Services constituting or necessary for the provision of the Services.
10.2 The dates specified for the provision of the Services are estimates only. The Contractor will make all reasonable efforts to provide the Services on the dates specified, but does not guarantee that this provision will be observed.
10.3 The Customer may not refuse the provision of the Services due to the Service Provider's inability to meet the specified dates.
10.4 When it becomes evident to a party that something (including an act or omission of the Client or of an employee, other consultant, Contractor or agent of the Client) may delay the Contractor in carrying out the provision of goods. Services, this party must promptly notify the other party in writing with Details of the possible delay and the cause.
10.5 If the Contractor is or will be delayed in providing the Services for any cause beyond the reasonable control of the Contractor, the delivery dates specified in the Details will be extended to reflect the extent of the delay. Alternatively, the Contractor may (at its sole discretion) choose to reschedule the provision of the Services on new dates to be agreed with the Client.
11. SUSPENSION AND / OR TERMINATION
11.1 The Contractor has the right to immediately suspend and / or terminate the provision of the Services by written notification to the Client in the event of the occurrence of one of the following events:
11.1.1. when full payment of any tax invoice issued by the Contractor to the Client, whether for all or part of the amount of the Contract and / or the value of any additional item has not been received by the Contractor in accordance with clauses 6.1 and 6.2 above ;
11.1.2. when the Client, being a natural person, commits an act of bankruptcy or, being a legal person, is put into liquidation or has a receiver or an administrator appointed to control his affairs, is deemed incapable of paying his debt or has a request presented for its liquidation or for an administrative order;
11.1.3. when the Customer is in material violation of one of the general conditions and: -
(a) the Contractor has given the Client written notice requiring that the breach be corrected within fourteen (14) days and the Client is not complying with such notice;
(b) such violation cannot be remedied;
(c) such breach demonstrates an intention on the part of the Customer that it does not wish to be bound by the terms of this Agreement.
11.2 Any suspension and / or termination will be without prejudice and will not affect the rights of the Contractor against the Client which have increased up to the time of the suspension or termination (as the case may be).
12. MODIFICATION AND / OR TERMINATION BY THE CUSTOMER
12.1 This Contract may only be canceled and / or amended by the Client with the written consent of the Contractor.
12.2 To the extent permitted by law, the Contractor may require, as a condition of such consent, that the Client pay a reasonable fee for such cancellation / modification, which takes into account the expenses incurred by the Contractor at the date of cancellation and / or modification.
13. FORCE MAJEURE
13.1 The Contractor shall have no liability to the Client for any loss, damage or expense caused by the inability of the Contractor to provide the Services as a result of fire, flood, storm, earthquake, riot, civil unrest, theft, vandalism, crime, strike, lockout, breakdown, war, failure of the Contractor's usual suppliers to supply the necessary material or any other matter beyond the control of the Contractor.
14.1 The Client hereby authorizes the Provider to collect, store, record, use and disclose consumer and / or commercial information about the Client, in accordance with the Personal Information Protection Act 1988, to persons and / or legal entities which are a lawyer or other professional consultant engaged by the Contractor, a debt collector, a credit reference organization and / or any other person or organization that maintains credit references and / or default lists.
14.2 The Client also authorizes the Entrepreneur to inquire about the Client's consumer and commercial creditworthiness, to exchange information with other credit providers with regard to the Client's previous commercial and consumer failures and to inform other credit providers of a consumer and / or commercial misconduct of the Customer.
15. RELATIONSHIP OF THE PARTIES
15.1 The relationship between the parties hereto is intended to be, and should be construed as, that of independent Contracting Parties only and not that of an employment, partnership, joint venture, agency or from any other association. Nothing contained herein constitutes either party as having authority to bind the other in any way, and nothing contained herein shall give or is not intended to give rights of any kind to a third party.
16. SETTLEMENT OF DISPUTES
16.1 Without prejudice to the rights of either party, both parties agree that:
16.1.1. the Client and the Contractor shall initially use all reasonable efforts to resolve any dispute arising out of this Agreement within 10 working days of written notification of such dispute to a party;
16.1.2. in the event that the parties are unable to resolve the dispute within the time period specified in clause 16.1.1 above, the parties may either agree to submit the matter to mediation or some other form of alternative settlement disputes, or initiate legal proceedings.
16.1.3. To the extent possible, both parties will continue to comply with their respective obligations under this Agreement while the dispute is dealt with by the procedure described in this clause 16.1;
16.1.4. Nothing in this Agreement shall prevent the Contractor from seeking an injunction at any time if deemed necessary by the Contractor.
17. APPLICABLE LAW
17.1 The Contract is governed by French law and the parties submit to the non-exclusive jurisdiction of the French Courts.
18.1 The Client shall, at all times and under all circumstances, assume full responsibility for any political, sexual, violent or other immoral words, concepts or gestures contained in any audio material provided to the Contractor and the Contractor shall be free to refuse to provide the Services if, in doing so, the Contractor commits a criminal act by force. The Contractor cannot be held responsible for the consequences of the dissemination or deliberate or accidental dissemination by other means of any material it receives for mastering, is in the process of mastering or has already mastered.
19. CREDITS AND SELF-PROMOTION
19.1 The Client hereby agrees to provide the Contractor on request with a cover illustration and a copy of the mastered version of the material made by the Contractor. In the event of provision of artwork / songs, Customer is hereby granted the right to use such artwork / songs for promotional purposes on its website (s) and other sources. promotional advertising used by the Contractor.
19.2 The Contractor's credits will be visibly displayed on the final product and / or promotion of the Customer's musical work, completed under the terms of this Contract. Credits must be displayed on any physical packaging / sleeve note and / or online instance of said musical works. Credits should be displayed as "Mastered by Christophe Chapelle at Sinetracks Mastering".
20.1 If any part of this Agreement is found to be null, voidable or unenforceable, that part will be canceled without affecting or eroding the enforceability or validity of the remaining parts and such separation will not affect the obligations of each party under the presents an agreement.
21.1. The Client hereby authorizes the Contractor to assign its rights and interests in this Contract to any third party if it so wishes without any further consent being required from the Client.
21.2. The Client is not entitled to transfer its rights and interests under this Agreement without first having requested the written consent of the Contractor.
21.3. Any consent which may be given by the Contractor may be granted or refused at the sole discretion of the Contractor and shall at no time constitute a waiver of the rights and interests of the Contractor under this Agreement.
22. FULL APPROVAL
22.1. This Agreement contains the entire Agreement between the Contractor and the Client. The parties agree that all negotiations which led to the formation of this Agreement have been properly incorporated into this Agreement.
22.2. By entering into this Agreement, the parties hereby acknowledge that they have neither guaranteed nor represented each other, except for those incorporated in this Agreement.
23.1. The person who signs this Agreement / returns
on behalf of the Client hereby guarantees payment of all amounts that become due and payable under this Agreement. This guarantee will continue after the termination of this Contract until all sums due to the Contractor are paid in full.
24. INSTRUCTIONS AND COMMUNICATIONS
24.1. The Contractor will receive instructions from the person signing this Agreement / returning the “Mastering_Infosheet” only. If the Client authorizes another employee or agent to give instructions to the Contractor in place of or in addition to the person signing this Agreement, the Client must inform the Contractor of the contact details of that person in writing.
24.2. The Contractor shall in no case be liable for any losses suffered by the Client by accepting the instructions of the persons referred to in this clause 24.
24.3. The Contractor may choose to communicate by e-mail or in any other form convenient to him and does not guarantee that such communication will be free from defects, viruses or that it will be otherwise secure. The Client hereby acknowledges and accepts such communications and releases the Contractor from all liability for any loss that may be suffered by the Client as a result of such communications.
25.1. A party-to-party notice is deemed to have been served on the receiving party if: -
25.1.1. the notice is delivered personally to the other party;
25.1.2. the notice is emailed from one party to the other to designated email addresses as contained in the Details;
25.1.3. the notification is faxed to the other party and the sending party receives a delivery confirmation when the fax is transmitted;
25.1.4. the notice is sent to the other party at the address indicated in the Details, delivery being deemed to have taken place on the third business day following the publication of the notice.
26. INDEPENDENT LEGAL ADVICE
26.1. The parties acknowledge that this Agreement is a legally binding document and that the Contractor strongly recommends that the Client obtain independent advice from a legally qualified practitioner experienced in Agreements of this nature prior to the signing of this Agreement / referral of the contract. "Mastering_Infosheet". The Client acknowledges that by returning this Agreement he has obtained such independent legal advice or, failing that, despite the recommendation of the Contractor, has chosen not to seek or obtain such advice.