Terms and Conditions of LATHESVILLE UG for the performance of Audio-Engineering Services
The following Terms and Conditions apply to all contracts between
our client (hereinafter also referred to as: you)
LATHESVILLE UG, Ohlauer Str. 33, 10999 Berlin, GERMANY (hereinafter also referred to as: we/us), unless otherwise individually agreed upon.
1. Subject of contractual services
We perform audio-engineering services, such as mastering and/or lacquer cutting of vinyl masters, as requested by our client on the basis of the information and audio-files that have been submitted to us by our client. After having received and checked the requested services and submitted files we are sending an individual offer to you via email, summarizing your order. If you want to assign us with the requested services in a legally binding manner, you have to send back a duly signed copy of the order confirmation to LATHESVILLE UG via email or postal service. Once we have received your duly signed order confirmation a legally binding contract on our audio-engineering services has been entered into and we start performing our services.
2. Initiating an order / Conclusion of a contract
The client is whoever has initiated the execution of the order, even if the invoice is issued to a third party at our client’s request, i.e. the person initiating the order is fully liable for the invoice amount, if the third party to whom the invoice has been issued to, has not duly authorized the order submitter to represent the third party. If the order is placed in the name, for the account and/or on behalf of a third party, LATHESVILLE UG must be expressly informed of this when placing the order. It is the order submitter’s sole responsibility to obtain the third party’s full consent and authority to enter into a legally binding agreement on our services. We have no obligation, however, to check the authority of the order submitter prior to entering into an agreement. However, if we have doubts on the order submitter’s authority to represent a third party, the order submitter has to disclose his/her authority to represent a third party, if demanded by LATHESVILLE UG. All deliveries, consignments and/or returns of physical goods are carried out for the account and at the risk of the client.
3. Client’s obligations
a) We are assigned with audio-engineering services for pre-existing audio-files that have to be provided to us by our client. If these audio-files contain protected works of music, sound, language, photos, artwork, etc., our client is solely responsible to clear all possible rights of third parties in the audio-files provided and submitted to us (i.e. producers, performers, composers, artists, etc.) prior to entering into a contract on our services and only to provide us with audio-files that are free or cleared of such third parties’ rights. LATHESVILLE UG is not obligated to check to what extent the content of the work provided to us by our client may violate legal regulations or infringe third parties’ rights. If this is the case, the client is liable for any and all disadvantages or damages arising hereof and shall indemnify LATHESVILLE UG against all loss, damages, costs and expenses awarded against or incurred by LATHESVILLE UG in connection with or paid or agreed to be paid by LATHESVILLE UG in settlement of any claim for infringement of any copyright, design, trade mark or other intellectual rights of any other person.
b) Our client is obligated to save and store back-up copies of the audio-files being provided to and by us. If our client provides us with irretrievable or hard-to-replace sound and/or image recordings for processing, demonstration or the like, we only assume responsibility and liability in the event of loss or damage, if and to the extent, such loss or damage has been caused by intentional or gross negligent conduct on our side or if such loss or damage constitutes a breach of our material obligations under the contract. Damages arising out of such loss are capped at the value of the carrier material and cannot be extended to unforeseeable and/or immaterial damages arising hereof.
c) The client is obligated to comply with technical specifications of LATHESVILLE UG being given in the course of executing our services, for example concerning the delivery of files with respect to format and/or upload portals.
d) Upon completion and delivery of a so-called “pre”-version, our client is entitled to express change requests within 7 working days after delivery. Upon expiry of this term without the client requesting changes to the “pre”-version, it is deemed to be accepted in conformity with the contract and LATHESVILLE UG will provide the client with its final work result based on the “pre”-version. If change requests of the client during the term are within the scope of the contractual services, ie the reasons for the change(s) were not previously known or apparent, 2 revisions of the “pre”-version are available to the client free of charge, provided that these do not result in a complete reworking of the project. Should the client request changes out of the scope as outlined above, these will be subject to an additional charge. Same applies, if the client requests more than two revisions of the “pre”-version. The additional charge will be calculated on the basis of an hourly rate of 85 EUROS. If the respective album or project consists of several songs, the period for requesting changes to the “pre”-version begins with the submission and receipt of the last song to be produced / engineered.
e) Upon full completion of our contractual services we make the finished work available for online download for a term of 7 days. The material can be downloaded during this period. In the event of our client’s failure to download the result of our services, the reprovisioning may be charged with a flat-fee expense for archiving and securing the material of 10 EURO for each new provisioning.
f) All services provided to our client have to be checked for correctness and completeness. Any defects or complaints to the services delivered by us to the client must be reported to us within 14 days after receipt of such service(s). If flaws or defects to our services could not be discovered within this period even after careful inspection, they must be reported to us immediately after discovery. After expiry of these periods, the contractual performance shall be deemed to be free of flaws and/or defects and LATHESVILLE UG assumes no liability for damage(s) arising of the absence of a lack of inspection on the part of the client.
4. Transfer of Rights / Credits
a) If and to the extent to which we gain rights to the recordings by performing our audio-engineering services for our client, we transfer our rights to you solely after full and final payment of our services and only to the extent necessary to fulfill the contract with our client, however after all, allowing the client to use the final result of our services for the client’s purpose. Any imitation, adaptation or modification of our work - even of parts - is not permitted without our express consent. You shall not acquire any rights of use to our templates, drafts, presentation examples, etc., which become known in the course of the cooperation with you. LATHESVILLE UG shall be entitled to mention the name of the client and/or the third-party client to the customary extent on our website, at presentations, competitions or trade fairs for the purpose of self-promotion.
b) For all of the contractual productions, the client undertakes to adequately respect LATHESVILLE UG’s interests in advertising, interviews and/or public statements of or about the result of our services and not to discredit LATHESVILLE UG without factual reasons. The client is obligated to credit LATHESVILLE UG’s participation in the making of the production by mentioning LATHESVILLE UG’s services in production-related releases or postings or when uploading the recordings to streaming portals, as follows: „Mastering by LATHESVILLE“ and/or „Mastering and lacquer cutting by LATHESVILLE“ and/or "Lacquer cutting by LATHESVILLE“, depending on which services LATHESVILLE UG has specifically been assigned with.
5. Remuneration / due date
By full payment of the amounts listed in our invoices our audio-engineering services as well as, if applicable, the granting of rights of use of our work are compensated. You shall reimburse any extra costs for additional expenses that are necessary for the proper fulfillment of the contract. Such additional expenses are only to be spent with your consent. Unless otherwise agreed upon, 100% prepayment is required, if our calculation on the remuneration for our services does not exceed 150 EUROS. If it exceeds 150 EURO, we are entitled to charge at least 50% of the calculated remuneration as a prepayment in advance. The audio material or a "preview version" will only be made available after payment has been made. The final invoice amount shall be due upon delivery of the work and payable without further deductions.
6. Special and external services
a) Special services, such as revisions out of the scope of change requests according to No. 3 d) of these Terms and Conditions shall be charged separately. Our pricing list applies.
b) If the client expressly requests LATHESVILLE UG to execute mediating activities, such as acceptance and delivery of data, files, lacquer masters, etc. from and to pressing plants or duplication companies, or expenditures for postal and rail services, etc., such activities are always carried out on behalf of and for the account of the client, even if this is not expressly pointed out by LATHESVILLE UG. We assume no liability or guarantee for such mediating activities other than for our thorough selection of suitable third parties to be assigned with such activities on behalf of our client. If additional external services are required in the course of the execution of an order, i.e. services that cannot be carried out with our own equipment and staff, we will inform you accordingly about additional costs as well as the third party we intend to assign with the execution of such external services on your behalf. LATHESVILLE UG is generally not responsible or liable for the quality, punctuality and costs of these services.
c) Shipping and transport of material of all kinds is carried out at the expense and risk of the client. Packaging is at our discretion.
7. Performance due dates
a) Indicated dates or timeframes for the execution of our services and/or the delivery of masters are made to the best of our knowledge and belief, but without express or tacit guarantee, unless otherwise explicitly agreed upon. We do not assume any liability for delays caused by third-party companies, copiers, etc.
b) If an appointment has been arranged, it must be kept by our client. In the event the client cannot keep a fixed appointment, it needs to be cancelled at least 2 working days before the appointment takes place. In the event the appointment cannot be kept due to unforeseeable circumstances, it needs to be cancelled promptly. If this deadline is not met, LATHESVILLE UG may charge the client 80% of the resulting damage for loss of earnings during the reserved working time, including 15 minutes of preparation and 15 minutes of follow-up, but at least € 170 per day. An hourly rate of € 85 is taken as a basis.
c) An appointment must be requested by our client. LATHESVILLE UG will confirm the appointment as binding via email to the email address provided by our client within 24 hours or, if necessary, provide 2 alternative appointments.
a) Upon receipt of our contractual work and its explicit or tacit acceptance, our client assumes full responsibility for the technical and functional correctness and flawlessness of our work. At the same time, our liability shall cease in this respect.
b) All provisions of these Terms and Conditions governing our liability, limitation, reduction or exclusion of liability also apply to our employees, representatives, staff members, freelancers or any other third party we may assign to perform contractual services under our contract with our client. However, such liability provisions (limitation, reduction or exclusion) do not apply and LATHESVILLE UG shall be fully liable according to statutory provisions instead: for intent and gross negligence as well as for damages resulting from injury to life, body or health or claims based on the German Product Liability Act (Produkthaftungsgesetz). In case of ordinary or slight negligence, we shall be liable only for breaches of a material contractual obligation. To the extent permitted by law, we shall not be liable for any lack of commercial success, lost profit and indirect damages and our liability in accordance with this clause shall be limited to the typical, foreseeable damages.
9. Place of jurisdiction / Choice of law
a) If the client is a merchant, legal person under public law or special asset under public law (Sondervermögen) within the meaning of Section 38 of the German Code of Civil Procedure (ZPO), the place of jurisdiction for disputes arising from contracts between us and our client is our place of business. We reserve the right to take legal action at any other legal place of jurisdiction.
b) Place of performance is our place of business.
c) The agreement between both parties and the respective rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
10. Final Provisions
a) If a provision of the contract including these provisions is invalid or ineffective, the validity of the remaining provisions is not affected hereby. The parties agree to replace an invalid or ineffective clause by such valid and effective provisions which come as close as possible to the intended economic result of the invalid or ineffective provision.
b) If performance by either party is prevented, restricted or delayed due to any cause arising from or attributable to acts, events, non-happenings, omissions, accidents or acts of God beyond the reasonable control of the party due to perform, the party so affected shall be excused from performance to the extent of such prevention, restriction or delay. No party shall have any liability to any other party for delay or non-delivery in the performance of its obligations under the existing agreement, when attributable to acts of God, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it proves to be invalid, fires, war, riots, labour disputes such as strikes or lockouts, sabotage, unusually severe weather or any other cause beyond the reasonable control of such party.