Last Adjusted Date: 20/05/2024

1. Introduction

These are the General Terms and Conditions of RvdK B.V., a private company with limited liability that has its corporate domicile in Amsterdam, the Netherlands, at (1025HH) Het Hoogt 298. Our Chamber of Commerce number is 93681240 and our VAT number is NL866492033B01. Our company provides audio branding, audio strategy, creative search, music clearance, music consultancy, and music supervision services to clients seeking professional audio and music-related solutions. These General Terms and Conditions also apply to all agreements in which RvdK B.V. involves third parties for the execution, such as composers, sound designers, and project managers.

2. Applicability

These General Terms and Conditions are an integral part of the Agreement between the Client and RvdK B.V. In case of any conflict between the provisions of the Agreement and these General Terms and Conditions, the provisions of the Agreement shall prevail. The applicability of any terms and conditions used by the Client is expressly rejected.

3. Definitions

In these General Terms and Conditions, the following definitions apply:

• Agreement: Any mutual understanding or contract between the Client and RvdK B.V. regarding services to be provided.
• Client: The party engaging the services of RvdK B.V.
• General Terms and Conditions: The terms and conditions outlined in this document that govern the relationship between RvdK B.V. and the Client.
• RvdK B.V.: A private company with limited liability, registered in the Netherlands with Chamber of Commerce number 78470498. This definition also encompasses any affiliated subsidiaries and ventures, as the context permits.
• Service Agreement: A written agreement outlining the specific terms and conditions under which services will be provided by RvdK B.V. to the Client.
• Services: The professional audio and music-related solutions provided by RvdK B.V.

4. Client Responsibilities

1. Clients are responsible for providing accurate project details, including scope, deadlines, and any specific preferences. Clients must ensure all necessary rights and licenses for music and sound usage are secured, where applicable.
2. Clients are required to share the end result of the execution of the Agreement with RvdK B.V. by means of photographs and/or videos in the highest quality, whether or not provided by third parties. RvdK B.V. may use the end result both in this and future ventures for promotional purposes.

5. Fees and Payment

1. Following the completion of our Services, or as otherwise stipulated in the Service Agreement, an invoice will be issued to the Client. Clients are required to settle the invoice in full within 14 days of the invoice date.
2. The license for the use of any creative works, music compositions, or sound designs created as part of our Services will be activated upon full receipt of payment, unless otherwise specified in the Service Agreement. If the payment is not received within the 14-day period, the license activation may be delayed, and we reserve the right to apply late payment charges.
3. For new Clients, advance payment of the agreed fee is required. Payments can be made by bank transfer, and international Clients are encouraged to use Wise for secure, low-cost transfers. Please ensure that your payment covers all fees so the billed amount arrives in full. If PayPal is the only available method, transaction fees will be included in the invoice.
4. Additional costs incurred by RvdK B.V. during the execution of the Agreement, such as travel expenses, shipping costs, or fees for external experts, will be charged to the Client only if these fall outside of the scope of the Service Agreement.

6. File Transfer

We exclusively use our own software for file exchange. Please send your files to the project URL provided in the Service Agreement. Do not send links through other platforms, especially those requiring a login. Ensure files are properly named before uploading. Your final files will be archived on our server and can be accessed anytime within the scope of the Agreement with the download link provided.

7. Confidentiality

All project-related information and materials provided by the Client are treated with the utmost confidentiality. Our company may use Client information and materials only for the purpose of providing the agreed-upon Services. The Client guarantees confidentiality regarding all information concerning RvdK B.V., of which the Client reasonably knows or should know the confidential nature. This obligation shall also be imposed on all subordinates and non-subordinates who gain knowledge thereof. This confidentiality obligation remains in force after the termination of the Agreement.

8. Intellectual Property

The rights to any creative works, music compositions, or sound designs created as part of our Services may be transferred to the Client upon full payment and after a license agreement is duly executed and countersigned, as specified in the Service Agreement. Until both full payment is received and the license agreement is countersigned, all such rights remain with RvdK B.V.

9. Project Timelines

Project timelines are established in the Service Agreement and are subject to change due to unforeseen circumstances. RvdK B.V. will communicate any delays to the Client promptly.

10. Additional Services

Any additional services requested by the Client that are not covered by the initial scope of the Service Agreement must be agreed upon in writing by both parties. The fees for such additional services will be negotiated and confirmed in the written agreement prior to commencement of the additional work.

11. Revision and Feedback

Clients are typically allowed a specific number of revisions as defined in the Service Agreement. Timely feedback and approval are expected from the Client to ensure project progress.

12. Liability

1. In no event shall RvdK B.V. or its involved third parties be liable for any consequential, indirect, special, or incidental damages, including but not limited to loss of profits, business interruption, or reputational harm, arising out of or in connection with the performance of this Agreement, whether or not such damages were foreseeable.
2. RvdK B.V. is not liable for any damages or losses incurred by the Client due to the use of music or audio created or recommended by our Services.

13. Termination

Both parties have the right to terminate the Agreement with written notice if the terms and conditions outlined in the Service Agreement are not met. Termination does not affect the Client's obligation to pay for Services rendered up to the date of termination.

14. Dispute Resolution

1. If parties find themselves in disagreement, they commit to dedicating their efforts towards bringing themselves back into agreement as quickly as possible by communicating honestly, openly, in good faith, and with a commitment to a sense of fairness for all involved.
2. If parties are unable to resolve a disagreement among themselves, their next option is to convene a mediation or collaborative law process.
3. These General Terms and Conditions are governed by the laws of the Netherlands, and any disputes will be resolved in accordance with these laws. In the event that a dispute regarding this Agreement still exists after the execution of 1) and 2) of this article, it shall be brought before the competent court in Amsterdam.

15. Force Majeure

RvdK B.V. shall not be liable for any failure to perform its obligations under this Agreement if such failure is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, pandemics, or other circumstances constituting force majeure.

16. Validity and Severability

If any provision of these General Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Changes to Terms and Conditions

Our company reserves the right to modify these General Terms and Conditions, and any changes will be communicated to the Client in writing.

18. Entire Agreement

The Service Agreement, including these General Terms and Conditions, constitutes the entire agreement between the Client and our company. Any previous agreements, representations, or understandings are superseded by the Service Agreement and these terms and conditions.

19. Choice of Law and Forum

These General Terms and Conditions, all agreements to which these General Terms and Conditions apply, and any disputes arising therefrom, are exclusively governed by Dutch law. All disputes arising from these General Terms and Conditions and all agreements to which these General Terms and Conditions apply will be submitted exclusively to the court in Amsterdam, without prejudice to the RvdK B.V.'s right to submit disputes to the competent court according to the law.