Article 1 – Definitions
- In these general conditions the subsequent terms in de following meaning will be used, unless something different is indicated:
- Fuzion Music B.V., located at Sittard, address of the office Vijverweg 23, 6133 AR Sittard, Netherlands, registered at the commercial register of the Chamber of Commerce situated in Sittard.
- Client: every person, artist, producer, dj or company who/which comes to terms with Fuzion Music with regard to the services and products named in these general conditions.
- Software-development: developing a set of orders which fully can be pointed out as computer software as well as accomplishing all additional work, at the outside meaning of the word.
- User name: a unique name / code, which is given by Fuzion Music. This name/code gives access to Services together with “Password” (Wachtwoord) which will be handed out by Fuzion Music.
- Password: a secret code which exists from numbers, letters and/or other punctuation marks, by prefer a combination of the above, in first instance given by Fuzion Music and as a rule changed by the Client. Together with the username this will give you access to the Services of Fuzion Music.
- E-mail address: address which is registered at Fuzion Music which is the unique and electronic postal address of the Client at which the User name, Password as well as remaining announcements will be sent to and with which electronical messages can be exchanged.
- Software: software and data storage media which are placed at the disposal of the Client and which give access to the Internet.
- Conditions: these general conditions which are integral part of every agreement between Fuzion Music and a Client.
- Services: services for Clients which are provided by Fuzion Music at Fuzion Music’s technical infrastructure which exists from (1) granting access to the server, (2) the possibility of receiving and sending e-mails to an e-mail address (3) software development and (5) domain name registration.
- Registration: realization of an appeal form or an order form, by letter or online, at the Fuzion Music’s website and by doing that accepting these conditions.
- Acceptance: acceptation by Fuzion Music of the (registration of the) Client.
Article 2 – In general
- These conditions apply to every offer and agreement which Fuzion Music provides services and/or items from every kind of nature, even when these services and/or items are not specifically specified in these conditions.
By letter means, a registered letter with a form for acknowledgment of receipt. By letter never means by e-mail or any other way of communication.
- These conditions are also applied to all agreements with the Client about the implementation on which Fuzion Music involves Third Parties.
- All Fuzion Music’s offers are without engagement unless this is explicitly mentioned in the offer.
- When a condition is declared null and void or has been destroyed, other conditions of these specifications will remain in force. In consultation with the Client, Fuzion Music will edit new conditions as a replacement of the conditions which are declared null and void or which have been destroyed. The goal and inclination of the conditions which are declared null and void or which have been destroyed will be lived up to.
Article 3 – Offers and proposals
- All Fuzion Music’s offers are without engagement unless a period of time of acceptance is mentioned in the offer.
- All Fuzion Music’s offers are without engagement; they are valid during thirty (30) days, unless otherwise is mentioned. Fuzion Music is only committed to proposals on condition that the Client has uphold the acceptance within thirty (30) days, unless otherwise is mentioned.
- The prices of the mentioned offers and proposals are written in Euro’s. Turnover tax and other governmental taxes are not included as well as costs which are fit in the Agreement which include forwarding-charges and administration costs unless otherwise is mentioned. Costs which result from copyright of any texts, sounds or other footage are not recorded in offers, proposals and agreements.
- A composed offer does not obligate Fuzion Music’s to accomplish part of the assignment in compliance with part of the stated price.
Article 4 – Realization of the Agreement
- An Agreement between Fuzion Music and the Client will be realized after listing and accepting / confirming this listing by Fuzion Music. The confirmation has to define the agreement in the precise manner unless objection by letter will be made within fourteen (14) days.
- A Client can register through filling in the application form or the order sheet. Automatically by doing this the Client accepts these Conditions which well be referred to on the internet site of Fuzion Music. (www.fuzionmusic.net)
- Fuzion Music has the right to deny a Client by its motivating reasons. Fuzion Music is not obliged to give a statement concerning the reason of denial.
- The rights on account of the Agreement cannot be assigned to Third Parties by the Client.
Article 5 – Execution of the Agreement
- Fuzion Music will accomplish the Agreement to its fullest comprehension, ability and in accordance with the demands of expertise.
- To make sure that the agreement will be accomplished as agreed, Fuzion Music has got the right to sub-contract Third Parties.
- The Client will make sure that all the information, which Fuzion Music has pointed out as necessary and which the Client has to understand that these are necessary to execute the Agreement, will be delivered at Fuzion Music on time. If the necessary information has not been delivered to Fuzion Music before execution, Fuzion Music has the right to postpone or delay the execution. The costs resulting from this delay will be charged from the Client according to the customary rate.
- The client safe guards Fuzion Music against any claims of Third Parties, which will lead to damage in connection with the execution of the Agreement and which will be accountable to the Client.
Article 6 – Changing the agreement
- When the Client wishes to add information, or make adjustments during the execution of the Agreement, Fuzion Music has the right to decide to charge this extra information, supplies or adjustments from the Client. However, Fuzion Music is not obligated to co-operate and has the right to realize a new Agreement for this extra information or adjustments.
- If it shows that during the execution of the Agreement, it is necessary to change or add information that will lead to a better result, both Fuzion Music and the Client will adjust the Agreement in time and in consultation with each other.
- If both Fuzion Music and the Client agree to change or add information to the Agreement, these can influence the completion of the execution. Fuzion Music will post the Client as soon as possible. In the case of subsection 6.1 the Client accepts that by wishing to add information or adjustments, the time of realization and/or continuing the activities and/or mutual responsibilities can be influenced.
- If the change and/or addition will have financial and/or qualitative consequences then Fuzion Music will inform the Client in advance.
- If a fixed price is being agreed, Fuzion Music will point out when the change and/or addition will lead to exceeding the fixed price.
- Contrary to subsection 6.4 Fuzion Music will not charge extra costs if the change and/or addition is the exclusive result of its own conditions.
Article 7 – Duration of the Agreement
- The Agreement will be made for over a period of time which has been decided by Fuzion Music and the Client, in the absence thereof the Agreement will be applied for twelve (12) months.
- If within the duration of the Agreement before the completion of certain activities a term has been agreed, then this will never be the definitive term. The Client should hold Fuzion Music liable if the completion deadline is exceeded.
- The duration of the Agreement will be continued silently by the duration of the original Agreement unless the Client or Fuzion Music terminates the Agreement by letter due observance of a term of notice of two (2) months before the end of the concerning period.
Article 8 – Prices and rates
- Fuzion Music is authorized to raise the prices and rates of its products and services with a six (6) week notion given to the Client. Deduction from the prices and/or rates will be carried through immediately. Fuzion Music is authorized to change the prices and/or rates twice within a calendar year, except for fixed prices which have been agreed with the Client.
- Fuzion Music will announce the intention to raise the fixed price and/or (hourly) rate to the Client by letter. Fuzion Music will mention the size of the raise and the date of the raise. When the raise of the price and/or rate is more than 15%, the Client is entitled to end the Agreement by letter within thirty (30) days after the named date of Fuzion Music on which the price and/or rate will be adjusted.
Article 9 – Payment
- Fuzion Music keeps unassailable the right to turn agreements with its Clients to account by means of pledging with Third Parties.
- Client will receive payments via electronic account. The balance is updated at the end of the 3 month period and payments auto-deposit once the earnings meet or exceed 50 euros. Additionally we are NET60, so payments are two months delayed. This is because it takes music platforms 30-45 days usually to pay us on a given period’s earnings and then a bit of time for us to turn those royalties around to our partners.
Article 10 – Resignation of the Agreement
- The Agreement can be discontinued exclusively by (electronic) letter, following the terms of article 7.1 holding a term of notice of two (2) months into account. Intermediate resignation is not possible unless assignments are once only because of their origin or if this is explicitly agreed otherwise.
- The resignation is exclusively in time if it reaches Fuzion Music on time, meaning two (2) months before the end of the period mentioned in article 7.1.
Article 11 – Adjournment and dissolution of the Agreement
- Fuzion Music is authorized to adjourn the fulfillment if its obligations starting immediately or to dissolute the Agreement starting immediately, without legal intervention, if:
- The Client does not or partly follow his/her obligations which are mentioned in the Agreement(s);
- After closing the Agreement Fuzion Music has got a reason to fear that the Client will not follow its obligations. In case there is a reason to fear that the Client will not follow its obligations, the adjournment of the Agreement is allowed if this is justified.
- The Client has been requested, during the contract of the Agreement, to assure Fuzion Music that the Client will follow its obligations and this certainty fails to occur or is insufficient. As soon as there is certainty, the authority to adjournment will be declined unless this certainty has been delayed.
- In case of liquidation, bankruptcy, distrainment, extension of payment or if necessary an application of a declaration by law on debt repayment, the Client’s loss of legal incapacity and/or the capacity to contract with regard to his/her ability or parts of it, Fuzion Music is authorized to postpone her obligations, stated in the Agreement, immediately without legal intervention. Fuzion Music will allow a curator a reasonable period of 7 days within the curator has show that the estate will follow the Agreement. In default of that, Fuzion Music is authorized to end the Agreement immediately without being or becoming liable to compensation.
- Fuzion Music is authorized to adjourn the Agreement if circumstances come across which cause postponing or delay of the Agreement.
- The Client has the right to end the Agreement with Fuzion Music in the mean time if Fuzion Music does not live up to its obligations which are stated in the Agreement with the Client or which result from these conditions. Before ending the Agreement, the Client has to inform Fuzion Music by letter in which the default has to be stated, in which a reasonable period of time is agreed to correct the default and Fuzion Music did not correct the default within the agreed period of time.
- When the Agreement has been resolved then Fuzion Music is authorized to resolve the rights from the Client immediately. When Fuzion Music postpones her obligations, she will keep her claims with the law, the Agreement and the Conditions.
- By cancellation of the Agreement(s) Fuzion Music will inform the Client on what date the Agreement(s) will be cancelled. After the date of cancellation the Client’s space will be removed from the Internet, the access codes will be blocked and the domain name will be abolished. Fuzion Music will co-operate until the date of cancellation if only the Client has followed the obligations towards Fuzion Music.
Article 12 – Liability
- Fuzion Music is not liable for anything which is not mentioned in this article in the context of realization or accomplishment of the Agreement.
- The liability of Fuzion Music, due to attributable shortcoming during the fulfillment of the Agreement, is only caused by the Client who puts Fuzion Music in notice and with which the Client puts up a reasonable term of purification for Fuzion Music and Fuzion Music still fails the fulfillment after this period of time. The Client is authorized to let Fuzion Music check her activities until the neglect has been recovered. If there still are any shortcomings, Fuzion Music has the right to restore the remaining and/or supplemental shortcomings by means of a formal notice. The Client has to report the damage right after the existence of it by letter to Fuzion Music, this is the only condition needed for the right of reimbursement.
- Liability of Fuzion Music is explicitly out of the question in case of indirect damage. Indirect damage includes ensuing damage, lost profit, missed savings and damage as a result of company stagnation.
- Transferring, respectively, digital and/or electromagnetic storage of data by means of cables, radio short waves, optical means or other electromagnetic means takes risks with it regarding to maintenance and protection of this data. Fuzion Music cannot be held liable for damage resulting from deterioration, disturbance, disappearance, transformation and publishing of the data which has been stored up digitally and/or electromagnetically or which will be transferred by cables, radio short waves, optical means or other electromagnetic means. Although Fuzion Music will do its upmost to prevent this.
- Liability of Fuzion Music towards damage of Third Parties is alienated.The Client safeguards Fuzion Music against all claims of Third Parties on account of damages with which the liability of Fuzion Music towards the Client is impossible and also in particular damage resulting from: inexpertly use/ false installation of – providing with incorrect/illegal information and/or pictures on – the Internet site, respectively being guilty of offences by posting or sending information by the Client, employees of the Client and/or Third Parties; break in and/or granting access without the Client’s permissionor the permission of Fuzion Music– computer programs/internet sites by Third Parties (hacking); insulting and otherwise violating the rights of Third Parties.
- Every liability concerning Fuzion Music’s damage concerning withdrawing or not fully functioning or otherwise disturbed from its Services in case of sudden temporary or sudden increase of data traffic, intervention of or blocking the access to the system or Fuzion Music’s Internet or Third Parties, power cut, destruction or any other cause which influences Fuzion Music and in case of (regular) maintenance is clearly blown out and do not form any attributable shortcoming following Fuzion Music’s obligations towards the Client.
- Shortcomings of providers of telecommunication webs and data-/or telecommunication webs with which the telecommunication webs are connected and providers of network outlets, peripheral devices and provisions are not eligible to Fuzion Music, all liability will be excluded explicitly by Fuzion Music.
- The, in this article mentioned restrictions or exclusions of liability, are to be cancelled if there are liabilities or intentionally damage at Fuzion Music’s site.
Article 13 – Circumstances beyond one’s control
- Parties are not committed to follow obligations if it has been made impossible as a result of a condition which does not result from blame, by law, by an act in law.
- Circumstances beyond one’s control in this Agreement are, next to the circumstances beyond one’s control meant by law and jurisdiction, all causes which happened around Fuzion Music, expected or unexpected, on which Fuzion Music cannot have any influence, but have the result that Fuzion Music cannot follow her obligations toward the Client. This also includes strikes within the company of Fuzion Music.
- Fuzion Music is also authorized to appeal for the right if a situation occurs, after Fuzion Music was supposed to follow her obligations, which makes it impossible for Fuzion Music to follow her obligations.
- Parties can postpone their obligations, which are stated in the Agreement, during the period of circumstances beyond one’s control. If the duration of this period is over three (3) months then every party is allowed to resolve the Agreement without further obligation to compensate the damage of the other party.
- As far as Fuzion Music has followed or can follow her obligations, which are stated in the Agreement, and this obligations have accrue to independent value, then Fuzion Music is authorized to declare this part from the Client. The Client is obligated to pay this bill for expenses as if it is a separate Agreement.
Article 14 – Fuzion Music’s obligations
- Fuzion Music makes the effort to grant the access of its services as easy as possible. Fuzion Music obligates herself to do frequent supervision and solid maintenance of the devices and systems used by Fuzion Music and Fuzion Music takes care of the capacity of these devices and equipment so that there will not be any disturbance by normally used appliance. However, it is not possible, technical wise, to prevent the Client from every disturbance or limitation of the access of its Services – Fuzion Music still relies on Third Parties including telecommunication suppliers and data transport suppliers. Disturbances or restrictions with accessing its Services are fixed as soon as possible by Fuzion Music. Fuzion Music’s liability for the failure to operate or malfunction of its Services is within limits of the mentioned in Article 12 of this Agreement.
- Fuzion Music does not provide any guarantee for its Services, but on request of the Client, Fuzion Music is obligated to use its entire means to solve any disturbances or defects.
Article 17 – The Client’s obligations
- The Client is forbidden to pass on the User name and Password to Third Parties without approval (by letter) of Fuzion Music.
- The Client guarantees Fuzion Music that he/she will follow the instructions of Fuzion Music , within reason, with regard to usage of its Services, to make sure that the Services can be accomplished in a reasonable and undisturbed way. And in this connection grant Fuzion Music all co-operation which Fuzion Music requests.
- The Client’s personal information which has been provided to Fuzion Music will be accurately and according to the law managed and tend to usage within the framework of its administration tasks and management tasks. Personal information will never be indicated to Third Parties unless Fuzion Music is being obligated by law or on ground of a judicial sentence.
Article 19 – Intellectual ownership
- All intellectual ownership of Fuzion Music is deposited with Fuzion Music. This includes, but is not restricted to, tracks, software, devices, models, analyses, documentation, manuals, proposals and the material which is necessary to prepare it, unless is clearly agreed otherwise by letter.
The Client/Artist owns all sound recordings and compositions associated with the Record and may seek to exploit those sound recordings and compositions in any commercially reasonable manner in accordance with the label. Fuzion Music shall register the copyright in the name of the client (producer/writer) and Fuzion Music (publishing, distribution, label) for the term provided. Fuzion Music controls the copyright in Record for the duration of the Agreement and shall pay to client sound recording, mechanical, and publishing royalties, as well as synchronization licensing fees arising from the Record.
- The Client is forbidden to change or remove brands or marks which have been applied by Fuzion Music on the delivered business or to change, making public or multiply delivered business of part of it.
- Fuzion Music provides its Client with a non-exclusive or exclusive contract for releases, tracks, songs and other related material. Without explicit approval by letter of Fuzion Music, the Client is not authorized to use the agreed business otherwise then agreed and/or provided rights and/or qualifications fully or partially placed at the disposal of Third Parties, assign to Third Parties and/or give authority to Third Parties.
- The Client will make sure that he/she is entitled to multiply, to make public or otherwise revise the business which has been made available by Fuzion Music and that the Client will not make any violation on the intellectual ownership of Third Parties. The Client gives Fuzion Music all necessary evidence (but is not restricted to) like a duplicate of a brand registration or a mandate agreement.
- In case of demands of Third Parties on account of violation of the intellectual ownership or If Fuzion Music suspects that by accomplishing the agreement, violation will be made on account of rights of Third Parties, Fuzion Music is authorized to take measures to adjourn the violation and to reduce the damage as much as possible. When and as far as these measures bring along any costs, Fuzion Music cannot be held liable.
- The Client grants Fuzion Music guarantee for all damage and costs, which Fuzion Music will be addressed for, resulting from violation on their intellectual ownership by Third Parties. The Client will give enough certainty to Fuzion Music about fulfillment resulting from financial obligation towards Fuzion Music.
- The Client will immediately notify Fuzion Music about any claim from a Third Party on account of a (threatening) violation of intellectual ownership regarding to the activities which Fuzion Music still has to provide or accomplish or which have been provided or accomplished.
Article 20 – Change of the Agreement
- Fuzion Music is authorized to change these Agreements and other agreements. These changes also count for Agreements which already have been made; Fuzion Music will take the reasonable interest of the Client into account.
- Changes take effect fourteen (14) days after notification by letter or by mail or by date which is mentioned during the notification.
- The Client has the right to end the Agreement if he/she does not accept the changes which have been made in the (general) conditions because these changes lead to substantial charge of his/her obligations or if these changes lead to indispensable deviation of Fuzion Music’s services unlike the services before the changes. The Client is obligated to end the Agreement by letter and electronically from the date which the changes are in force.
Article 21 – Term of limitation
- The Client’s rights of claim, not being a consumer, towards Fuzion Music will expire after one (1) year after they have been originated.
Article 22 – Assignments for musical work
- All assignments for musical work come under the special agreements. These special agreements are obtained on application by Fuzion Music and are present in every Agreement that will be signed between client and Fuzion Music specifically.
All fees for synchronization licensing and placement opportunities shall be split between Artist and Company. Synchronization licenses procured with thirdparty entities, agencies, managers, or sub-publishers requiring payment to such third party entity, agency, manager, or sub- publisher, shall pay Artist a fixed percentage of the synchronization licensing fee collected by Company after the third party entity, agency, manager, or sub-publisher’s fee.
Article 23 – Legal system applicable and choice of forum
- The law of the Netherlands shall be applicable to all legally binding transactions between Fuzion Music and the Client.
Any dispute will be subjected to the judgment of the authorized judge of Sittard.
- Fuzion Music has got a right of pledge and a lien on all cases, documents and accounts of the Client, towards everybody who requires a posting of this, for all claims made by the Client and which affect Fuzion Music in a negative way.
- Fuzion Music cannot be held liable for mistakes which have been made by Third Parties which have been appointed by Fuzion Music.