Audio Brothers - TERMS OF BUSINESS
All our Work and services are affected according to the following terms of business. By accepting the order, The Licensee expressly agrees with the fact that these terms of sale and delivery take precedence over The Licensee’s
a. The Licensee: owner, or designated employee of a radio station who wishes to license Work from Audio Brothers.
b. Work: The entire (or partial) musical works with or without words which have been composed and/or produced by Audio Brothers, specified with ‘title names’ as mentioned or indicated on a title addendum, attached on a separately License Agreement, drafted after delivery of the Work. The Licensee is forbidden at any point during and/or after the Term to rename the Work without prior written permission from Audio Brothers.
c. Territory: The Licensee has the non-transferable right to use the Work exclusively for a specific region (specified in a separate License Agreement, drafted after delivery of the Work), and has a non-exclusive broadcast license for the Internet. Audio Brothers is entitled to license or sell the Work to any third party outside of The Netherlands.
d. Term: The license Term shall commence from the delivery date and shall continue for a period of an ‘Initial Period’, specified in a separate License Agreement, drafted after delivery of the Work. Audio Brothers will permit a re-license of the Work and continuation of the Term immediately following expiration of the ‘Initial Period’ for a further year (‘the Option’). The Licensee’s right to extend the Term is subject to written notice from the Licensee to Audio Brothers during the ‘Initial Period’ confirming exercise of ‘the Option’.
1. Each order signed by The Licensee commits him irrevocably. In case The Licensee refuses in the first case to receive the Work or in the second case fails to collect it on the date communicated to him, the seller has the choice in both cases to either coerce the seller by legal means in the second case, or, by way of compensation, to demand a sum equal to 20 % of the agreed price after 15 days have elapsed, as damages on account of nullification of the sale; all this automatically and without the requirement of a formal notice. In case the order is cancelled, which should be submitted in writing, The Licensee is liable to pay a lump-sum compensation amounting to 20 % of the value of the order, barring proof of higher costs.
2. The specifications or quotations are based on the current values of wages and materials. In case these are subject to change, Audio Brothers holds the right to adjust the prices proportionately.
3. Possible delay of delivering the Work can give no cause for a demand for compensation, given that the transit period is supplied merely by way of information and does not bind us in any way. Audio Brothers holds the right to carry out part of the Work, after which Audio Brothers reserves the right, unless such is expressly required of us otherwise beforehand and in writing, to deliver the balance of the delivery afterwards.
4. Audio Brothers’ invoices are always payable in cash and at Audio Brothers’ address, without discount, after receipt of the invoice, and unless agreed otherwise. Each invoice that remains outstanding on the appointed maturity date will, automatically and without formal notice, be increased by a 1% delay interest as of the month commencing from the invoice date, until complete payment. In case no payment in full is received within 10 days after the letter of formal notice, the invoice price will be calculated digressively, increased by an irreducible compensation amount calculated as follows: 20% on the instalment of 1250 euros with a minimum of 75 euros, 15% on the instalment of 1250 euros to 2500 euros, 10% on the instalment of 2500 euros to 6200 euros, and 5% on that which exceeds 6200 euros.
5. The Work remain Audio Brothers’ property for as long as these are not paid for. In case The Licensee does not meet his liability after entering the agreement; for instance, if he fails to pay, or because of the fact that an invoice or a written order is challenged, Audio Brothers holds the right to suspend or to annul the agreement, as well as other agreements that are in process, without prior notice and without being made liable to compensation payment, while Audio Brothers holds the right for compensation payment. In this case Audio Brothers holds the right to retrieve the Work delivered, without detracting from the damage suffered, and all invoices, even those that have not yet expired, become immediately payable, without formal notice being required.
6. Audio Brother’s indemnification duty with regard to defects in the Work delivered does not extend beyond those of Audio Brothers’ suppliers.
7. The storage of all Work delivered takes place at The Licensee’s risk.
8. When Audio Brothers is unable to carry out the agreement as a consequence of force majeure, strike etc., Audio Brothers holds the right to terminate the agreement, for which no damages can be claimed.
9. Audio Brothers holds the right to consider the agreement as legally null and void without prior formal notice in case of bankruptcy, obvious insolvency as Audio Brothers as regardless of whichever change occurs to The Licensee’s legal position.
10. For complaints concerning, firstly, badly executed work, or, secondly, concerning the validity of statements on the invoice, they must be submitted, in writing, by registered post and within eight days, in the first case, after the work has been executed or after delivery, and most certainly before use or The Work, and in the second case, after receipt of the invoice. After that time such a complaint shall no longer be admissible. If the complaint is valid, there is no right to compensation, interest or repayment outside of the mere reparation of the defect.
11. All intellectual property rights (i.e. all copyrights and all neighbouring rights) of the Work are not transferred, but remain at Audio Brothers at all time, including, but not limited to, all worldwide intellectual property rights, including but not limited to, the copyright of the original Work and any derivative production or new composition.
12. Audio Brothers is the sole owner of the Work and all its sound files, stems and work parts, and is the only one entitled to register the individual compositions and recordings of the Work in its name at a Performing Rights Society (in The Netherlands: Buma/Stemra and Sena).
13. The Licensee agrees that any jingle, composition or other mix created by Audio Brothers which utilises any element of the Work, no matter how small or short in duration, shall be credited solely to Audio Brothers for purposes of reporting each such new composition to the local copyrights organisation.
14. The Work shall be used and broadcast by the Licensee solely for the purpose of branding and on-air promotion in the Territory, herein the ‘Permitted Purpose’. The Licensee agrees that it shall not allow any simulcasts or rebroadcast of signal or other use of the Work, originating outside the Territory
15. Use by the Licensee of the Work or any element thereof, other than for the ‘Permitted Purpose’ without the written consent of Audio Brothers, shall constitute a breach of this agreement by the Licensee and shall entitle Audio Brothers to terminate the agreement immediately upon written notice, whereupon the Licensees’ granted rights shall terminate immediately.
16. In the event of disputes, the law courts of Amsterdam have exclusive jurisdiction. Only Dutch law is applicable.
17. All prices are exclusive of VAT.