General terms and conditions
of GROVES Sound Branding GmbH - hereinafter referred to as GROVES.Stand 01.01.2020
I. GENERAL / CONCLUSION OF THE CONTRACT
1. The GROVES General Terms and Conditions shall apply to all orders accepted by GROVES in the areas of music consulting, music research, conception, composition, editing of existing works, arrangement, layout, production and recording studio work, unless otherwise agreed in writing in individual cases.
(2) The client is the party who has arranged for the production to be carried out, in writing or verbally, even if the invoice is issued to a third party at the client’s request, i.e. the client is fully liable for the invoice amount alongside the third party.
3. the contractor shall only be obliged to issue a written order confirmation if this is expressly requested by the client.
II. WARRANTY/REPAIR
1. in the event that the order includes the performance of the recording of the work as production agent, the contractor shall be obliged to deliver a sound carrier that is technically flawless and suitable for broadcasting purposes.
2. notices of defects must be made in writing and must be received by the client within 1 week after delivery of the work at the latest. Thereafter, the work shall be deemed to have been created in accordance with the contract and free of defects with regard to obvious defects. The statutory limitation period shall apply to defects that are not recognisable. 3.
(3) Any warranty shall lapse if the Customer interferes with the Work or has the Work interfered with without the express written consent of GROVES, insofar as such interference causes a defect and/or damage and/or insofar as such interference increases a defect and/or damage. The Customer shall be responsible for proving that the damage was not caused or exacerbated by the intervention made/instigated by it.
4. claims for damages can only be asserted against GROVES in all cases, including in the event of failed rectification or subsequent delivery, if intent or gross negligence can be proven. Insofar as our liability is excluded, this shall also apply to the personal liability of GROVES’ employees, staff, representatives and vicarious agents. 5.
5. the Contractor shall only be liable for processing damage to third-party visual and sound material up to the material value of the sound carrier material. The contractor shall not be liable for damage to irretrievable or difficult-to-replace image and sound recordings, insofar as third-party productions are concerned, if costs or risks are incurred by the client as a result of machine damage or production disruptions. 6.
All services and deliveries, deliveries and returns shall be at the expense and risk of the client.
III. COPYRIGHTS OF USE/PERFORMANCE RIGHTS
1. if the subject of the order is the adaptation or use of protected works or language, it shall be the client’s responsibility to obtain the necessary permission from the original author. GEMA rights are not transferable and are therefore not settled by payments to the Contractor. GROVES shall not be obliged to verify to what extent the content of ordered works violates statutory provisions. If this is the case, the Client shall be liable for any resulting disadvantages or damage and shall in particular indemnify GROVES against claims by third parties.
IV. SECRECY
1. The contractor undertakes to exercise the greatest possible care in the execution of an order and to maintain confidentiality about business secrets that have become known to him. Claims for damages against the contractor are only possible in the event of gross negligence or intent; compensation for any indirect damage is excluded.
V. TERMS OF PAYMENT
1. the prices at the time of the order placement or order confirmation shall apply to the delivery. Our prices are exclusive of statutory value added tax, unless otherwise agreed in writing.
VI. INVOICE COMPLAINTS
1. Invoice complaints must be notified to GROVES in writing within 7 days of receipt of the invoice.
VI. BILLING COMPLAINTS
VII. SPECIAL CONDITIONS FOR THE AREAS OF MUSIC CONSULTING, MUSIC RESEARCH, CONCEPTION, COMPOSITION, ARRANGEMENT, LAYOUT, PRODUCTION AND EDITING OF EXISTING WORKS
VI. A. GENERAL
1. “Composition” within the meaning of the GROVES General Terms and Conditions means all works by the composer, irrespective of their creative stage or technical form (notated motif, score, layout or production on sound and/or visual media).
2. the production of layouts (demonstration recordings) or the execution of the recording of the work as production agent are independent services of the composer. They may be invoiced separately by the composer if they are not included in the order placed and are additionally requested by the client. Rights of use to layouts are not transferred. 3.
3. incidental costs incurred as a result of the order (e.g. fees for speakers and/or vocalists, image synchronisation, special equipment hire, travel costs, expenses) shall be borne by the client. Spokespersons, vocalists and/or musicians shall be engaged exclusively in the name of, on behalf of and for the account of the Client. 4. All fees and other charges invoiced by the composer are subject to the statutory value added tax applicable at the time of conclusion of the contract.
B. COPYRIGHTS OF USE/PERFORMANCE RIGHTS
1. the composer transfers the rights of use free of claims by third parties, in particular also free of objections under personal rights and claims for remuneration by third parties. The composer remains entitled to exploit the composition for his own demonstration purposes (showreel, demo tape, website). If a composition has not been published 12 months after acceptance, the rights shall revert to the composer for exclusive exploitation upon expiry of the 12-month period. 2.
2. in the event that the commission includes the performance of the recording of the work as production agent, the rights transferred to the client shall include all transferable rights and claims to which the composer himself/herself, the participating performers and the other contributors to the recording of the work are entitled, in particular all ancillary copyrights and claims. The claims to which the composer, the performers and other persons entitled to ancillary copyright are entitled on the basis of their contracts with GEMA or GVL shall remain unaffected. 3.
The composer shall transfer to the client the rights of use under copyright law for the contractually agreed purpose. The transfer of further rights of use (in terms of content, time, space) requires a special written agreement for each individual case. Without the prior written consent of the composer, the client is in particular not entitled to reshape, edit or re-record the composition or to synchronise it with image, text and/or sound material of a product other than that contractually agreed. 4.
4. when using his work, the composer is entitled to be designated as the author in a manner to be determined by him at his reasonable discretion and customary in the industry (labelling of all broadcast copies, copyright notice in the opening or closing credits of video sound recordings, etc.). without written notification to the composer, the client is not entitled to change the work designation given by the composer or the title of a production used or registered by the client. The client shall fulfil any statutory or contractual copyright obligations for the reproduction and distribution of the composition undertaken or commissioned by him/her. After publication, the Client shall make available to the Composer, without being requested to do so, supporting documents (in the case of film, e.g. on Mp4/Mpg format) and the circuit diagrams. GROVES undertakes to treat the circuit diagrams confidentially and to use them only for the purpose of settlement with Gema or another copyright society. The circuit diagrams will not be passed on beyond this. 5.
The composer has the right to have all documents relating to the distribution of his work inspected every six months by a person bound to professional secrecy (sworn auditor, chartered accountant, lawyer). The costs of the audit shall be borne by the composer if the audit does not reveal any errors, otherwise the costs shall be borne by the client. 6.
6. the rights of use are the authorisation to use our work in connection with the broadcast version produced by us for advertising purposes. Not transferred are the musical editing rights, the right to combine with other works and all rights dependent on use which are typically exercised by GEMA or other collecting societies, in particular broadcasting, performance and reproduction rights as well as the right of public access. All rights to layouts remain with GROVES, and the right to exploit them in any other way is reserved.
C. VORZEITIGE VERTRAGSBEENDIGUNG/ABBRUCH DER ARBEITEN
1. If an order is not completed for reasons for which the composer is not responsible, the composer may charge a cancellation fee of 50% of the agreed fee – without the need for proof of damage. If an order that has been started is not completed for reasons beyond the composer’s control, the composer is entitled to the full fee. An order is deemed to have been started when the composer has begun with the contractually owed service. The client has the right to prove that no damage was incurred or that the damage was significantly lower. 2.
The composer is obliged to select the vicarious agents required for the execution of the order with the greatest possible care. The composer does not accept any further liability for vicarious agents. 3.
3. if, despite the composer’s utmost care, compositions are lost for reasons for which the composer is not responsible, this shall not affect the composer’s claim to a fee; in this case, the composer shall be obliged to procure replacements at cost price to be paid by the client, unless the client is responsible for the loss.
D. RETENTION OF TITLE
1. Until full payment of all claims arising from the contract, GROVES shall retain ownership of the sound carriers embodying the work recording as well as all rights to all works created within the scope of the contract. In the event of breach of contract by the Client, GROVES shall be entitled to demand the return of the Work Recordings. The taking back or seizure of the reserved goods shall not constitute a withdrawal from the contract. 2.
In the event of seizure or other interventions by third parties, the Customer shall notify us immediately in writing.
VIII. SPECIAL PROVISIONS FOR RECORDING STUDIO WORK
1. The fees invoiced are basic fees. Rights of use, exploitation, ancillary copyrights and/or assignable copyrights as well as copyright shares shall be transferred by the speakers, singers, composers and/or actors employed, commissioned or booked via the Contractor in principle exclusively for the period of one year from invoicing or first broadcast for a nationwide exploitation (within the Federal Republic of Germany) or another broadcast area, unless otherwise agreed in writing.
IX. FINAL PROVISIONS
1. The place of performance of all obligations arising from the contractual relationship for both parties shall be the registered office of GROVES.
The same applies with regard to the place of jurisdiction, unless another place of jurisdiction is prescribed by law. 3.
(3) In the event of partial invalidity of a provision of these General Terms and Conditions, the remaining provisions shall remain valid; the invalid provision shall be replaced by a provision which comes as close as possible to what is customary in the industry.
4. The above General Terms and Conditions shall apply with effect from 1 January 2014. Earlier versions hereby lose their validity.
Deviations from these General Terms and Conditions, supplementary agreements and ancillary agreements must be in writing or expressly confirmed in writing.
