1.2. 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.
1.3. These General Terms and Conditions also apply to all agreements in which RvdK B.V. involves third parties for the execution, such as consultants, composers, sound designers, and project managers.
2.2. In case of any conflict between the provisions of the Agreement and these General Terms and Conditions, the provisions of the Agreement shall prevail.
2.3. The applicability of any terms and conditions used by the Client is expressly rejected.
3.1. Agreement: Any mutual understanding or contract between the Client and RvdK B.V. regarding services to be provided.
3.2. Client: The party engaging the services of RvdK B.V.
3.3. General Terms and Conditions: The terms and conditions outlined in this document that govern the relationship between RvdK B.V. and the Client.
3.4. RvdK B.V.: A private company with limited liability, registered in the Netherlands with Chamber of Commerce number 93681240. This definition also encompasses any affiliated subsidiaries and ventures, as the context permits.
3.5. Service Agreement: A written agreement outlining the specific terms and conditions under which services will be provided by RvdK B.V. to the Client.
3.6. Services: The professional audio and music-related solutions provided by RvdK B.V.
3.7. Deliverables: Any music, sound design, audio files, reports, strategies, or other materials created or provided by RvdK B.V. as part of the services.
3.8. Intellectual Property Rights: All intellectual property rights, including but not limited to copyrights, neighboring rights, trademark rights, patent rights, design rights, trade name rights, database rights, and other intellectual property rights.
4. Scope of Services
4.1. RvdK B.V. provides Services as specified in the Service Agreement.
4.2. Any requests for Services not explicitly included in the Service Agreement will be considered additional Services and Subject to Section 10 of these General Terms and Conditions.
5. Client Responsibilities
5.1. Clients are responsible for providing accurate project details, including scope, deadlines, and any specific preferences.
5.3. 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.
5.4. Clients are responsible for timely feedback and approvals as outlined in the Service Agreement.
5.5. Clients must provide all necessary information and materials required for RvdK B.V. to perform the Services within the agreed timeframe.
6.2. 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.
6.3. If the payment is not received within the 14-day period:
6.4. For new Clients, advance payment of the agreed fee is required.
6.5. 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.
6.6. If PayPal is the only available method, transaction fees will be included in the invoice.
6.7. 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.
6.8. All fees are exclusive of VAT unless explicitly stated otherwise.
7.2. Do not send links through other platforms, especially those requiring a login.
7.3. Ensure files are properly named before uploading.
7.4. 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.
8.2. Our company may use Client information and materials only for the purpose of providing the agreed-upon Services.
8.3. The Client guarantees confidentiality regarding all information concerning RvdK B.V., of which the Client reasonably knows or should know the confidential nature.
8.4. This obligation shall also be imposed on all subordinates and non-subordinates who gain knowledge thereof.
8.5. This confidentiality obligation remains in force after the termination of the Agreement.
9.2. Until both full payment is received and the license agreement is countersigned, all such rights remain with RvdK B.V.
9.3. RvdK B.V. retains the right to use the created works for its portfolio, promotional purposes, and case studies, unless explicitly agreed otherwise.
9.4. The Client guarantees that all materials provided to RvdK B.V. for the execution of the Agreement do not infringe upon any third-party intellectual property rights.
10.2. RvdK B.V. will communicate any delays to the Client promptly.
10.3. Delays caused by the Client, including but not limited to late feedback or approvals, may result in adjusted delivery dates.
10.4. If a delay caused by the Client exceeds 7 calendar days, RvdK B.V. reserves the right to renegotiate project fees and timelines.
11.2. The fees for such additional services will be negotiated and confirmed in the written agreement prior to commencement of the additional work.
11.3. RvdK B.V. is not obligated to perform additional services until written agreement on scope, timeline, and fees has been reached.
12.2. Timely feedback and approval are expected from the Client to ensure project progress.
12.3. Additional revision rounds beyond those specified in the Service Agreement will be subject to additional fees.
12.4. If no feedback is received within 14 days of delivery, the delivered work will be deemed approved.
13. Liability
13.1. 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.
13.2. 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.
13.3. The total liability of RvdK B.V. under the Agreement is limited to the amount invoiced to the Client for the Services that gave rise to the liability.
13.4. The Client indemnifies RvdK B.V. against all claims from third parties, including but not limited to claims related to intellectual property rights, arising from the use of materials provided by the Client.
13.5. Any claim for liability must be brought within 12 months after the Client became aware or should reasonably have become aware of the circumstances giving rise to the claim.
14.3. RvdK B.V. may terminate the Agreement with immediate effect if:
14.4. Upon termination, all licenses granted to the Client shall cease immediately unless full payment has been received for completed work.
15.2. In case of force majeure, RvdK B.V. will notify the Client as soon as reasonably possible and will use reasonable efforts to resume performance.
15.3. If the force majeure event continues for more than 60 days, either party may terminate the Agreement with written notice.
16.2. If parties are unable to resolve a disagreement among themselves, their next option is to convene a mediation or collaborative law process.
16.3. These General Terms and Conditions are governed by the laws of the Netherlands, and any disputes will be resolved in accordance with these laws.
16.4. In the event that a dispute regarding this Agreement still exists after the execution of 16.2 and 16.3 of this article, it shall be brought before the competent court in Amsterdam.
17. Electronic Communications
17.1. The parties acknowledge and agree that electronic communications, including but not limited to email, constitute valid and binding means of communication.
17.2. Electronic signatures and agreements reached via email shall be deemed legally binding.
17.3. The Client is responsible for providing accurate and up-to-date contact information for electronic communications.
18.2. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the original intention of the parties.