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Terms of Service & Privacy Policy

Article 1. General
1. These Terms and Conditions are applicable to every offer, quote and agreement between Soundhunt limited, hereafter “Soundhunt”, and a Supplier/Customer for whom Soundhunt has declared these conditions applicable, insofar as these conditions have not explicitly been waived in writing by the parties involved.
2. The terms also apply to agreements with Soundhunt, for which Soundhunt requires third parties to be involved in the execution.
3. These Terms and Conditions are also written for the staff and management of Soundhunt.
4. The relevance of any purchase (or other) Terms and Conditions of the Supplier/Customer will be expressly rejected.
5. If one or more provisions of these Terms and Conditions become void or (partially) invalid at any time, then the remaining provisions of these Terms and Conditions remain fully applicable. Soundhunt and the Supplier/Customer will reach agreement on new provisions to replace the void or invalid provisions, observing as far as possible the objectives and meaning of the original provisions.
6. If confusion occurs relating to the explanation of one or more provisions from these Terms and Conditions, then the explanation should be given ‘in the spirit’ of these provisions.
7. Should a situation arise between parties that is not featured in these Terms and Conditions, then this situation should be assessed according to the spirit of these Terms and Conditions.
8. If Soundhunt does not always demand strict compliance with these conditions, this does not mean that the provisions do not apply, or that Soundhunt will lose any of its rights to demand strict compliance with these Terms and Conditions in other cases.
9. The seller has a confidentiality obligation. You may not announce that you are either the artist of the performance or the original owner of the work. The same confidentiality obligation applies if you are allowed to sell other people’s work.

Article 2 Quotes and offers

1 All Soundhunt quotes and offers are without obligation, unless a deadline for acceptance is set. If no deadline is set, then no rights can be derived from the offer if the product featured in the quote or offer is no longer available.
2 Soundhunt cannot be held to a quote or offer if the Supplier/Customer can reasonably be expected to understand that a quote or offer, or a part of such, contains a mistake or clerical error.
3 The prices featured in a quote or offer are exclusive VAT and other governmental levies, and possible costs related to reaching the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
4 If the acceptance (whether or not on minor points) deviates from the offer in the quote, then Soundhunt is not bound. The agreement will not be made in accordance with the said deviating acceptance, unless Soundhunt indicates otherwise.

Article 3 Contract length; execution times, risk transfer, execution and changes in agreement; price increases

1. The agreement between Soundhunt and the Supplier/Customer is entered into for an indefinite period of time, unless something else results from the nature of the agreement, or parties make express and written agreements otherwise.
2. Soundhunt shall execute the agreement to the best of its ability and in accordance with the requirements of good workmanship. And based on the recognised state of science at that moment.
3. Soundhunt has the right to allow third parties to carry out certain activities.
4. If activities related to the project are carried out on location, either at the suppliers/customers, or a location determined by the Supplier/Customer, by Soundhunt or a third party that Soundhunt has involved, then the Supplier/Customer must ensure, free of charge, reasonable facilities for the staff.
5. Delivery is carried out by Soundhunt. The buyer is obligated to accept the goods at the moment that they are made available. If the buyer refuses the goods, or is negligent in providing essential information needed for shipping, then Soundhunt is entitled to store the goods at the expense and risk of the customer. The buyer is liable for the risk of loss, damage or decrease in value from the moment that the goods are made available to the buyer.
6. The Supplier/Customer ensures that all information that Soundhunt deems necessary, or which the Supplier/Customer should reasonably understand is necessary to carry out the agreement, are supplied to Soundhunt on time. If the information needed to proceed is not supplied to Soundhunt on time, Soundhunt has the right to suspend proceedings and/or to charge the Supplier/Customer with any extra costs resulting from the delay, at the normal charges. The execution time does not commence until after the Supplier/Customer has made the information available to Soundhunt. Soundhunt is not responsible for damage, of any kind, resulting from Soundhunt using incorrect and/or incomplete information supplied by the Supplier/Customer.
7. If, during the execution of the agreement, it becomes clear that it is necessary to make amendments or supplements for proper execution, then the parties will promptly and mutually agree to make necessary amendments. Should the nature, scope, or content of the agreement, whether or not at the request or direction of the Supplier/Customer, the authorised authorities etc., be amended, and the agreement is changed qualitatively and/or quantitatively, then this can have consequences for what was originally agreed. This can also mean that the originally agreed costs can increase or decrease. Soundhunt will therefore give price quotations in advance, as much as possible. An amendment to the agreement can result in a change to the original term of execution. The Supplier/Customer accepts the possibility of changes to the agreement, including the amendments in price and execution time.
8. If the agreement is amended, including any additions, Soundhunt is entitled to implement this, after the agreement of the necessary person within Soundhunt, and the agreement of the Supplier/Customer with the price and conditions of the execution, including the term determined, in which the execution will take place. Failure, or delay in the implementation of the amended agreement is not a breach by Soundhunt, and does not give the Supplier/Customer grounds to terminate or cancel the contract.
9. Without being in default, Soundhunt may refuse a request to amend the agreement, if this could have consequences for the quality/quantity, for example in the related activities or deliverables.
10. If the Supplier/Customer defaults on what is expected from him by Soundhunt, then the Supplier/Customer is liable for all damage (both direct and indirect) on the side of Soundhunt.

Article 4 Suspension, dissolution and termination of the agreement

1. Soundhunt is authorised to suspend the fulfilment of the obligations, or dissolve the agreement, if the Supplier/Customer does not adhere fully or punctually to the obligations of the agreement. If, after closing the agreement, Soundhunt becomes aware of circumstances that give good ground to fears that the Supplier/Customer will not be able to fulfil his obligations, if the Supplier/Customer is requested to guarantee the fulfilment of his obligations when closing the agreement and this guarantee is not forthcoming or insufficient, or because of a delay on the side of the Supplier/Customer, Soundhunt can no longer be expected to meet the obligations according to the original conditions.
2. Furthermore, Soundhunt is authorised to dissolve the agreement should circumstances occur that make compliance with the agreement impossible, or if other circumstances arise, of such a nature that Soundhunt cannot be reasonably expected to keep to the agreement if not amended.
3. If the agreement is dissolved, claims made by Soundhunt towards the Supplier/Customer are due immediately. If Soundhunt suspends its fulfilment of the obligations, it retains its rights under the law and the agreement.
4. If Soundhunt proceeds to suspension or termination, they are in no way liable for any damages or costs incurred.
5. If the termination is attributable to the Supplier/Customer, Soundhunt is entitled to compensation for damages, including any costs incurred, whether directly or indirectly.
6. If the Supplier/Customer does not fulfil his obligations from the agreement and this failure justifies dissolution, then Soundhunt is entitled to immediately dissolve the agreement with no obligation to pay compensation or damages, whilst the Supplier/Customer, by virtue of default, is required to pay damages or compensation.
7. If the agreement is cancelled by Soundhunt, Soundhunt, in consultation with the Supplier, will ensure that any activities are transferred to a third party. Unless the cancellation is attributable to the Supplier. If the transfer of activities incurs extra costs for Soundhunt, then these will be charged for.
8. In the case of liquidation, (request for) receivership or bankruptcy, seizure of goods – if the seizure is for longer than 3 months –at the expense of the Customer, of debt or other circumstances through which the Customer no longer has access to his assets, Soundhunt is free to immediately terminate the agreement or cancel the order or agreement, with no further obligation to pay compensation or damages. The claims of Soundhunt towards the Customer are in this case immediately due and payable.

Article 5 Force majeure

1. Soundhunt is not bound to fulfil any obligations towards the Supplier/Customer if he is hindered by circumstances not as a consequence of negligence, nor by virtue of the law, legal action or according to generally accepted practice.
2. Force majeure is defined, in addition to what is legally understood and jurisprudence, as all external causes, foreseen or unforeseen, over which Soundhunt has no influence, but which makes Soundhunt unable to fulfil its obligations. This includes strikes within the Soundhunt company or third parties. Soundhunt also has the right to appeal to force majeure if the circumstances that hinder (further) fulfilment of the obligations, occur after Soundhunt should have fulfilled its obligations.
3 .Soundhunt may suspend its obligations during the period that the force majeure occurs. If this period lasts for longer than two months, then each party is entitled to terminate the agreement, with no obligation to pay compensation to the other parties.
Article 6 Pricing, commissions, Payment and debit costs
1. The fee will be determined by the seller, with a minimum reservation price of £300. This price will be inclusive of the 30% commision that Soundhunt takes from the sale of a track.
2. Payment of the products should be made online, in a manner specified by Soundhunt in the invoice currency, unless otherwise specified, in writing, by Soundhunt.
3. The payment to the supplier will be completed 14 days after the sale has been made. In this period of time, the buyer will ensure the track is original and will register it at the PRS societies or other legal bodies.
4. If, after the buffer period, it is realised that the track is not original, the sale of the item will be void and the funds will be returned to the buyer.

Article 7 Retention of ownership

1. The Supplier keeps retention of ownership until the Supplier and Customer agree on transfer of ownership. Soundhunt is not a direct party in this.
2. The Supplier/Customer should do what can be reasonably expected of him, to safeguard the interests of Soundhunt. If third parties seize goods delivered with retention of ownership, or want to exercise or establish rights over the goods, then the Supplier/Customer is obliged to inform Soundhunt immediately.
Article 8 Guarantees, inspection and complaints, period of limitation
1. Goods delivered by Soundhunt meet the usual requirements and standards that can be reasonably expected at the moment of delivery subject to normal use in the UK. The guarantee in this article shall apply to deliverables that are intended for use in the UK. For use abroad, the Supplier/Customer should make the necessary checks whether use is suitable for abroad and whether the criteria set there are met. Soundhunt cannot in any case stipulate any guarantee or other conditions relating to these goods or activities.
2. The Supplier/Customer is expected, as soon as the goods are made available or activities carried out, to inspect the delivered goods.This includes the Customer inspecting whether the quality and/or quality of the delivered goods corresponds with what was agreed, and meets the requirements of both parties. Any defects must be immediately, or within fourteen working days of discovery, reported to Soundhunt in writing. The report should include as detailed an explanation as possible of the default, so that Soundhunt can respond adequately. The Supplier/Customer should make it possible for Soundhunt (or a designated third party) to investigate the complaint.
3. If the Supplier/Customer complains promptly, this doesn’t suspend payment obligations. The Supplier/Customer remains obligated to accept and pay for the ordered goods, and what he has commissioned from Soundhunt.
4. Soundhunt is never (legally) responsible for damage caused by a breach of contract or a wrongful act caused by the Supplier/Customer.
5. Deviating from the statutory period of limitation, the period of limitation of all claims and defences against Soundhunt, and third parties designated by Soundhunt in the execution of an agreement, is one year.

Article 9 Liability

1. Should Soundhunt be liable, then this liability is limited to what is set out in these Terms and Conditions.
2. Soundhunt is not liable for damage, of any kind, caused because Soundhunt has assumed the incorrect/incomplete information provided by the Supplier/Customer to be correct.
3. Should Soundhunt be liable for any kind of damage, then Soundhunt’s liability is limited to two times the value of the amount withheld by Soundhunt of the continued payments to the Supplier, or to that part of the order that the liability relates.
4. The liability of Soundhunt is in any case always limited to the amount paid out by its insurer, where relevant.
5. Soundhunt is only liable for direct damage.
6. Direct damage is only the reasonable costs incurred to establish the cause and scope of the damage, so far as the establishment relates to damage in the sense of these conditions, any reasonable costs made to respond to the poor performance of Soundhunt, in as far as these can be attributed to Soundhunt, and reasonable costs made to prevent or limit damage, in so far the Supplier/Customer can prove that these costs led to the limitation of direct damage as described in these Terms and Conditions. Soundhunt is never responsible for indirect damage, including consequential damage, lost profits, lost savings and damage through business stagnation.
7. The limitations of liability included in this Article are not valid if the damage is due to intent or gross negligence of Soundhunt or its subordinates.

Article 10 Exemption

1. The Supplier/Customer exempts Soundhunt from any claims by third parties, that suffer damage as a result of the execution of the agreement and whose cause is attributable to someone other than Soundhunt. If Soundhunt should be addressed in that capacity by a third party, then the Supplier/Customer must assist Soundhunt both within and outside of the law, and immediately do anything that is expected of him in that case. Should the Supplier/Customer default on taking adequate measures, Soundhunt is entitled to take measures without notice. All costs and damages incurred for Soundhunt and third parties are for the account and risk of the Supplier/Customer.

Article 11 Intellectual property

1. Soundhunt retains the rights and powers to which it is entitled under the Copyright and other Intellectual Property laws and regulations. Soundhunt has the right to use the increased knowledge gained through the implementation of an agreement on his side, for other purposes, provided that no strictly confidential information about the Supplier/ Customer will be passed to third parties.
2. The buyer acquires 100% of the master rights, and the

Article 12 Applicable laws and disputes

2. With all legal relationships involving Soundhunt, only UK law applies, even if an agreement is partially/wholly abroad, or if the party involved in the legal relationship is domiciled there.
3. The court in the place where Soundhunt is established has the exclusive jurisdiction to recognise disputes, unless the law requires otherwise. Nonetheless, Soundhunt has the right to submit to the authorised, according to law, court.
4. The parties will only appeal to the court if they have exhausted every other effort to settle a dispute among themselves.

Article 13 Location and change in policy

1. These Terms and Conditions are filed with the [Chamber of Commerce]
2. The last filed version is applicable, or the version valid at the time of the creation of the legal relationship with Soundhunt.
3. The UK text of the Terms and Conditions is always decisive for the interpretation.