## GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES
**OF:**
Arjan Rietvink Digital Mastering B.V.
Also trading under the trade name:
Arjan Rietvink Online Mastering
Ericastraat 9
3742 SG Baarn
The Netherlands
Hereinafter referred to as: **the User**
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### Article 1 Definitions
1. In these General Terms and Conditions, the following terms are used with the meanings set out below, unless expressly stated otherwise.
User: the user of these General Terms and Conditions.
Client: the counterparty of the User.
Agreement: the agreement for the provision of services.
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### Article 2 General
1. These terms and conditions apply to every offer, quotation and agreement between the User and a Client to which the User has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
2. These terms and conditions also apply to all agreements with the User for the execution of which third parties must be engaged.
3. These General Terms and Conditions are also written for the employees of the User and its management.
4. Any deviations from these General Terms and Conditions shall only be valid if expressly agreed upon in writing.
5. The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.
6. If one or more provisions of these General Terms and Conditions are at any time wholly or partially null and void or are annulled, the remaining provisions of these General Terms and Conditions shall remain fully applicable. In such case, the User and the Client shall consult with each other in order to agree on new provisions to replace the null and or annulled provisions, whereby the purpose and intent of the original provisions shall be observed as much as possible.
7. If any ambiguity exists regarding the interpretation of one or more provisions of these General Terms and Conditions, such interpretation shall take place in accordance with the spirit of these provisions.
8. If a situation arises between the parties that is not regulated in these General Terms and Conditions, such situation shall be assessed in accordance with the spirit of these General Terms and Conditions.
9. If the User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
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### Article 3 Offers and Quotations
1. All offers are without obligation, unless a term for acceptance is stated in the quotation.
2. Quotations prepared by the User are without obligation and are valid for 30 days, unless stated otherwise. The User is only bound by the quotations if acceptance thereof by the Client is confirmed in writing within 30 days, unless stated otherwise.
3. The User cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
4. Prices stated in the offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the Agreement, including shipping and administration costs, unless stated otherwise.
5. If acceptance deviates, whether or not on minor points, from the offer included in the quotation, the User shall not be bound thereby. The Agreement shall then not be concluded in accordance with such deviating acceptance, unless the User indicates otherwise.
6. A composite price quotation does not oblige the User to perform part of the assignment at a corresponding part of the stated price.
7. Offers or quotations do not automatically apply to future assignments.
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### Article 4 Execution of the Agreement, Information and Resources
1. The User shall execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, based on the expertise that the Client may reasonably expect from the User. The User cannot, however, guarantee the achievement of any intended result.
2. The User determines the manner in which and by which person or persons the assignment is executed, while taking into account the wishes made known by the Client as much as possible. If and insofar as proper execution of the Agreement requires this, the User is entitled to have certain work carried out by third parties. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
3. The Client shall ensure that all data, including any changes thereto, in the form and manner indicated by the User as necessary or which the Client should reasonably understand to be necessary, are provided to the User in a timely and proper manner, both at the commencement and during the execution of the Agreement. If the data required for execution of the Agreement are not provided in a timely or proper manner, the User is entitled to suspend execution of the Agreement and or charge the Client for additional costs resulting from the delay at the usual rates.
4. The Client shall ensure that all resources and facilities indicated by the User as necessary, or which the Client should reasonably understand to be necessary for execution of the Agreement, are made available to the User in a timely manner and at all times, and function properly. If the resources required for execution of the Agreement are not sufficiently available, the User is entitled to suspend execution of the Agreement and or charge the Client for additional costs resulting from the delay at the usual rates.
5. The Client guarantees the accuracy, completeness and reliability of the data, resources and facilities provided by or on behalf of the Client. The User is not liable for damage of any kind resulting from reliance on incorrect and or incomplete data provided by the Client, unless such incorrectness or incompleteness should have been apparent to the User.
6. The Client is obliged to inform the User immediately of any changes in the data provided, or other facts and circumstances that may be relevant to execution of the Agreement.
7. If it has been agreed that the Agreement will be executed in phases, the User may suspend execution of those parts belonging to a subsequent phase until the Client has approved in writing the results of the preceding phase.
8.1 In the case of a digital online release, the Client must personally check the mastered audio file before submitting it to the download portal, such as iTunes, Dance-Tunes and similar platforms.
8.2 In the case of a physical release on CD, the Client must personally verify, on the basis of a safety copy or listening copy of the delivered premaster, that all works are included in the correct performances or versions, whether or not provided by the Client. This must take place before the premaster is put into production. The foregoing also applies to the viewing copy of visual productions carried out by the User on behalf of the Client.
8.3 Any defects and or irregularities in the digitally mastered audio file, premaster or viewing copy must be reported within three working days. After three working days, any further costs incurred by third parties or by the User shall be entirely at the Client’s expense, and the User shall no longer be responsible for the final product.
9. Premasters produced by the User with a playing time exceeding the guaranteed maximum playing time recommended by the relevant CD factory are produced entirely at the Client’s own risk.
10. If work is carried out by the User or by third parties engaged by the User at the Client’s location or at a location designated by the Client, the Client shall ensure, free of charge, the facilities reasonably desired by such employees.
11. The Client is liable for loss, damage or theft of the User’s materials during work on location.
12. The services and products supplied by the User are considered custom-made. Therefore, the right of return or dissolution by the Client does not apply, unless mandatory law of the European Union provides otherwise.
13. All personal data provided by the Client shall be included in the automated administration of the User in accordance with the General Data Protection Regulation. For more information, see the Privacy Statement published on the website ar-onlinemastering.com.
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### Article 5 Amendment of the Agreement
1. If, during execution of the Agreement, it appears that proper execution requires amendment or supplementation of the work to be performed, the parties shall timely and in mutual consultation amend the Agreement accordingly.
2. If the parties agree that the Agreement is amended or supplemented, the time of completion of execution may be affected. The User shall inform the Client of this as soon as possible.
3. If the amendment or supplementation of the Agreement has financial and or qualitative consequences, the User shall inform the Client thereof in advance. The User is entitled to charge additional costs.
4. If a fixed fee has been agreed upon, the User shall indicate to what extent the amendment or supplementation results in exceeding this fee.
5. In deviation from paragraph 3, the User shall not charge additional costs if the amendment or supplementation is the result of circumstances attributable to the User.
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### Article 6 Duration of the Agreement and Execution Period
1. The Agreement between the User and a Client is entered into for an indefinite period, unless otherwise follows from the nature of the Agreement or the parties expressly and in writing agree otherwise.
2. If a period has been agreed upon within the term of the Agreement for completion of certain work, this shall never be a strict deadline. In the event of exceeding the execution period, the Client must therefore give the User written notice of default.
3. The Agreement cannot be dissolved by the Client due to exceeding the execution period, unless the User also fails to perform the Agreement, or fails to fully perform it, within a reasonable period stated in writing after expiry of the agreed delivery period.
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### Article 7 Fees
1. The parties may agree upon a fixed fee upon conclusion of the Agreement.
2. If no fixed fee is agreed upon, the fee shall be determined on the basis of hours actually spent. The fee shall be calculated according to the usual hourly rates of the User applicable during the period in which the work is performed, unless a different hourly rate has been agreed upon.
3. The fee and any cost estimates are exclusive of VAT.
4. In the case of assignments with a duration of more than one month, the costs due shall be invoiced periodically.
5. If the User agrees with the Client on a fixed fee or hourly rate, the User is nevertheless entitled to increase this fee or rate.
6. The User is also entitled to pass on price increases if, between the time of the offer and delivery, rates relating to, for example, wages have increased.
7. Furthermore, the User may increase the fee if, during execution of the work, it appears that the originally agreed or expected amount of work was estimated to such an extent insufficiently at the time of concluding the Agreement, and this is not attributable to the User, that it cannot reasonably be expected of the User to perform the agreed work for the originally agreed fee. In such case, the User shall inform the Client of the intention to increase the fee or rate and shall state the extent of and the date on which the increase shall take effect.
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### Article 8 Payment
1. Payment must be made within fourteen days after the invoice date, in the manner indicated by the User and in the currency invoiced. Objections to the amount of the invoices do not suspend the payment obligation.
2. If the Client fails to make payment within the fourteen-day period, the Client shall by operation of law be in default. The Client shall then owe interest of one percent per month, unless the statutory interest is higher, in which case the statutory interest shall apply. Interest on the due amount shall be calculated from the moment the Client is in default until full payment has been made.
3. In the event of liquidation, bankruptcy, attachment or suspension of payments of the Client, the claims of the User against the Client shall be immediately due and payable.
4. The User has the right to apply payments made by the Client first to costs, then to accrued interest, and finally to the principal sum and ongoing interest. The User may refuse an offer of payment without thereby being in default if the Client designates a different order of allocation. The User may refuse full repayment of the principal if accrued and ongoing interest and costs are not also paid.
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### Article 9 Retention of Title
1. All items delivered by the User, including but not limited to premasters, safety copies, listening copies, visual and or audio material, designs, sketches, drawings, films, software and electronic files, remain the property of the User until the Client has fulfilled all obligations arising from all agreements concluded with the User.
2. The Client is not authorised to pledge or otherwise encumber the items subject to retention of title.
3. If third parties attach the items delivered under retention of title or wish to establish or assert rights thereto, the Client is obliged to inform the User thereof as soon as reasonably expected.
4. The Client undertakes to insure and keep insured the items delivered under retention of title against fire, explosion and water damage as well as against theft, and to provide the insurance policy for inspection at the User’s first request.
5. Items delivered by the User that fall under retention of title may only be resold in the context of normal business operations and may never be used as a means of payment.
6. In the event that the User wishes to exercise its ownership rights referred to in this article, the Client hereby grants unconditional and irrevocable permission to the User or to third parties designated by the User to enter all places where the User’s property is located and to repossess such items.
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### Article 10 Collection Costs
1. If the Client is in default or in breach of one or more of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Client. If the Client remains in default in timely payment of a sum of money, the Client shall forfeit an immediately due and payable penalty of fifteen percent of the outstanding amount, with a minimum of fifty euros.
2. If the User has incurred higher costs that were reasonably necessary, these shall also be eligible for reimbursement.
3. Any reasonable judicial and enforcement costs incurred shall also be borne by the Client.
4. The Client shall owe interest on the collection costs incurred.
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### Article 11 Investigation and Complaints
1. Complaints regarding the work performed must be reported in writing by the Client within eight days after discovery, but no later than fourteen days after completion of the relevant work. The notice of default must contain as detailed a description of the shortcoming as possible, so that the User is able to respond adequately. A complaint does not suspend the Client’s payment obligation, unless the User has informed the Client in writing that the complaint is considered justified in whole or in part.
2. If a complaint is justified, the User shall still perform the agreed work, unless this has demonstrably become pointless for the Client. In that case, the Client must notify the User thereof in writing.
3. If performance of the agreed work is no longer possible or useful, the User shall only be liable within the limits of Article 16.
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### Article 12 Limitation Period
1. Without prejudice to the provisions of Article 11, the Client is obliged, if it is or remains of the opinion that the User has not performed the Agreement in a timely, complete or proper manner, to notify the User thereof in writing without delay, unless this has already occurred pursuant to Article 11.1, and to bring the claims based thereon before the court within one year after the date of such notification, or within one year after such notification should have been made, failing which all rights and claims in this respect shall lapse.
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### Article 13 Termination
1. Both parties may terminate the Agreement at any time in writing, subject to observance of a reasonable notice period under the circumstances.
2. If the Agreement is terminated prematurely by the Client, the User shall be entitled to compensation for the resulting and demonstrable loss of capacity, unless the termination is based on facts and circumstances attributable to the User. The Client shall also be obliged to pay invoices for work performed up to that time. The provisional results of the work performed up to that time shall be made available to the Client subject to reservation.
3. If the Agreement is terminated prematurely by the User, the User shall, in consultation with the Client, ensure transfer of the remaining work to third parties, unless the termination is based on facts and circumstances attributable to the Client.
4. If transfer of the work entails additional costs for the User, the Client shall be obliged to pay such costs, with due observance of Articles 7 and 8 of these General Terms and Conditions.
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### Article 14 Suspension and Dissolution
1. The User is authorised to suspend fulfilment of obligations or dissolve the Agreement if:
* the Client fails to fulfil the obligations under the Agreement or fails to fulfil them in full;
* circumstances that have come to the knowledge of the User after conclusion of the Agreement give good reason to fear that the Client will not fulfil its obligations. If there is good reason to fear that the Client will only partially or improperly fulfil its obligations, suspension is only permitted insofar as the shortcoming justifies it;
* the Client has been requested at the conclusion of the Agreement to provide security for fulfilment of its obligations and such security is not provided or is insufficient.
2. Furthermore, the User is authorised to dissolve the Agreement if circumstances arise that are of such a nature that fulfilment of the Agreement is impossible or can no longer reasonably be required, or if other circumstances arise that are of such a nature that unchanged continuation of the Agreement cannot reasonably be expected.
3. If the Agreement is dissolved, the claims of the User against the Client shall be immediately due and payable. If the User suspends fulfilment of obligations, it retains its claims under the law and the Agreement.
4. The User always retains the right to claim compensation for damages.
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### Article 15 Return of Items Made Available
1. If the User has made items available to the Client in the execution of the Agreement, the Client is obliged to return such items within fourteen days of the User’s first request, in their original condition, free of defects and complete.
2. If the Client fails, for whatever reason, to comply with the obligation to return as referred to in paragraph 1, the Client shall be obliged to compensate the User for the resulting damage and costs, including replacement costs.
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### Article 16 – Liability
If the User is liable, such liability shall be limited to the provisions of this article.
The User shall not be liable for damage of any nature whatsoever caused by the User relying on incorrect and/or incomplete information provided by or on behalf of the Client.
The User shall not be liable for damage arising from changes or additions to the work performed by the User that have not been carried out by the User itself but by the Client or by third parties engaged by the Client.
The User shall not be liable for damage caused by the acts or omissions of third parties engaged by the Client.
The User shall at all times be entitled, if and insofar as possible, to limit or remedy the Client’s damage.
The User’s liability shall be limited to direct damage.
Direct damage is understood to mean exclusively:
a. the reasonable costs incurred to determine the cause and extent of the damage, insofar as such determination relates to damage within the meaning of these General Terms and Conditions;
b. any reasonable costs incurred to have the User’s defective performance conform to the agreement, insofar as these can be attributed to the User;
c. reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that such costs have led to limitation of direct damage as referred to in these General Terms and Conditions.
The limitations of liability contained in this article shall not apply if the damage is caused by intent or gross negligence on the part of the User or its managerial subordinates.
The User shall never be liable for indirect damage, including but not limited to consequential damage, loss of profit, lost savings, and damage due to business interruption.
If the User is liable for any damage, the User’s liability shall be limited to a maximum of the amount paid out by the User’s liability insurer, or, if no payment is made by the insurer, to a maximum of the invoice value of the agreement, at least to that part of the agreement to which the liability relates.
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### Article 17 – Indemnification
The Client indemnifies the User against any claims by third parties who suffer damage in connection with the execution of the agreement and which is attributable to the Client.
The Client guarantees that any data carriers, electronic files, or software provided to the User are free from viruses and defects.
The Client indemnifies the User against all claims by third parties in cases where the User’s liability is excluded under these General Terms and Conditions.
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### Article 18 – Transfer of Risk
The risk of loss or damage to the products that are the subject of the agreement shall pass to the Client at the moment they are legally and/or factually delivered to the Client.
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### Article 19 – Force Majeure
Neither party is obliged to fulfil any obligation if prevented from doing so as a result of force majeure.
Force majeure shall in any event be understood to include all circumstances beyond the control of the User, whether foreseeable or unforeseeable, as a result of which fulfilment of the agreement cannot reasonably be required, including but not limited to war, danger of war, riots, strikes, fire, government measures, transport difficulties, and failures in the supply of energy or communication networks.
Force majeure also includes circumstances in which suppliers of the User are unable to meet their obligations.
If the period of force majeure lasts longer than two months, either party is entitled to dissolve the agreement without any obligation to compensate damages.
If, at the time force majeure occurs, the User has already partially fulfilled its obligations or will be able to fulfil them partially, the User is entitled to invoice the already performed or performable part separately, and the Client is obliged to pay this invoice as if it were a separate agreement.
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### Article 20 – Confidentiality
Both parties are obliged to maintain confidentiality regarding all confidential information obtained in the context of the agreement.
Information shall be deemed confidential if it has been designated as such by one of the parties or if this follows from the nature of the information.
The obligation of confidentiality does not apply if disclosure is required by law or a binding court order.
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### Article 21 – Intellectual Property and Copyright
All intellectual property rights relating to works developed or made available by the User in the performance of the agreement are vested exclusively in the User, unless agreed otherwise in writing.
The Client is not permitted to reproduce, disclose, or exploit the works without the prior written consent of the User.
The User is entitled to use the knowledge acquired during the execution of the agreement for other purposes, provided that no confidential information of the Client is disclosed to third parties.
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### Article 22 – Samples and Models
Samples and models shown or provided are for indication purposes only, unless expressly agreed otherwise.
Measurements stated in real estate related assignments are indicative only.
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### Article 23 – Non Solicitation of Personnel
The Client shall not, during the term of the agreement and for a period of one year after its termination, employ or otherwise engage employees of the User who have been involved in the execution of the agreement, without the prior written consent of the User.
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### Article 24 – Disputes
The court of the User’s place of business shall have exclusive jurisdiction to hear disputes, unless mandatory law provides otherwise.
The parties shall only resort to legal proceedings after having made every reasonable effort to resolve the dispute by mutual consultation.
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### Article 25 – Applicable Law
Dutch law shall apply exclusively to all agreements between the User and the Client, even if an obligation is wholly or partially performed abroad, without prejudice to mandatory provisions of European consumer law.
The applicability of the Vienna Convention on Contracts for the International Sale of Goods is expressly excluded.
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### Article 26 – Filing and Interpretation
These General Terms and Conditions have been filed with the Chamber of Commerce in Almere.
In the event of differences in interpretation between the Dutch and English versions, the Dutch version shall prevail.
The most recently filed version shall apply.