Terms and Conditions

Contractual Terms & Conditions pertaining to a sub-licensing agreement for items protected by copyright and an agreement to purchase a sound recording entered into via SOUNDSGATE portal operated bySoundsgate s.r.o. .Company ID: 053 68 235 with its registered office at V Jirchářích 148/4, Nové Město, 110 00 Prague entered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 262567 (hereinafter referred to as the "Company”)

I. INTRODUCTORY PROVISIONS

  • 1.1 These contractual terms and conditions (hereinafter referred to as the “Terms & Conditions”) regulate pursuant to the provisions of Section 1751 par. 1 of Act No. 89/2012 Coll., Civil Code (hereinafter referred to as “Civil Code” or “NCC”), mutual rights and obligations of contracting parties arising in connection with a sub-licensing agreement or an agreement to purchase a sound recording (hereinafter also referred to as the “Agreement” or “Agreements”), entered into between the Company and the customer via the SOUDSGATE portal (hereinafter referred to as the “Portal”) which is operated by the Company and is accessible via the following domains:
  • 1.2 Via the Portal, customers are presented and offered both musical works, as items protected by copyright, and sound recordings, which are not subject to protection provided by copyright legislation. These Terms & Conditions cover both the conclusion of a sub-licensing agreement and the conclusion of an agreement to purchase a sound recording for use.
  • 1.3 An item protected by copyright which is subject to a sub-licensing agreement and these Terms & Conditions is a musical work created by the author and presented and offered via the Portal.
  • 1.4 Hence, the Company offers to customers, via the Portal, a possibility to purchase sound recordings or sub-licences to musical works, i.e. sub-licences of different scope in terms of time, geographical area or the manner of use of the work.
  • 1.5 These Terms & Conditions are accessible to anyone on the Portal. 1.6 Provisions derogating from these Terms &Conditions may be agreed between the parties on an individual basis. Any such derogating arrangements shall take precedence over the provisions hereof.
  • 1.6 ...
  • 1.7 The provisions hereof constitute an integral part of the Agreement. The Agreement may be entered into solely in Czech or English languages.
  • 1.8 The wording hereof may be amended or supplemented by the Company. However, for each Agreement, the updated version of Terms & Conditions will be used, effective as at the date of the Agreement.

II. AGREEMENT CONCLUSION CRITERIA

  • 2.1 For browsing on the Portal and purchasing requested sub-licences to works/sound recordings (entering into respective Agreements), the customer needs to register on the Portal’s website by filling in required contact details,such as: name and surname/company name, date of birth/company ID, mailing address/registered office, telephone number and e-mail.
  • 2.2 The customer is obliged to provide accurate and true information with respect to any contact details required for the registration. The information provided by the customer shall be deemed accurate and true by the Company, and the Company is not obliged to examine the accuracy and truthfulness of any such information and shall not be liable for any complications caused by the provision by the customer of information which is untrue or inaccurate.
  • 2.3 After the registration, the customer may choose from the database of sound recordings and musical works and,if interested, buy a sub-licence to a work or a sound recording (enter into a sub-licensing agreement or an agreement to purchase a sound recording).

III. SUB-LICENSING AGREEMENT

  • 3.1 Under the sub-licensing agreement, the Company grants to the customer a licence to exercise an intellectual property right (sub-licence) within the agreed scope as chosen by the customer on the Portal. The customer undertakes to pay a fee (price) to the Company, as stipulated in Article VI hereof.
  • 3.2 The subject matter of a sub-licensing agreement is a sub-licence in the scope chosen by the customer, which corresponds to the fee paid for the sub-licence.
  • 3.3 The selection of the type/kind of a sub-licence according to selected criteria is available to customers on the Portal and updated on a continuous basis, as a part of the presentation of each work that the customer can choose from.
  • 3.4 If a customer is interested in a sub-licence of a different scope than sub-licences offered on the Portal, especially with respect to sub-licences of an exclusive nature, sub-licences without limitation as to the territory, time and volume etc., the customer is notified on a continuous basis on the Portal of a possibility to contact directly a person in charge on the Portal who is entitled to launch individual negotiations with the customer as regards the possibility to grant the desired sub-licence and the price thereof. These Terms & Conditions do not apply to the conclusion of any such individual sub-licensing agreement.
  • 3.5 The customer is not entitled to modify or otherwise adapt the work or the name thereof without the author consent, unless it is a modification or adaptation where the author can be reasonably expected to give his permission under the given circumstances of the use.
  • 3.6 The customer is not entitled to modify or adapt in any manner the label of the work’s author. The Customer shall always provide the name of the author and of the work when using the work, pursuant to Section 11 par. 2 of Act No. 121/2000 Coll., Copyright Act.
  • 3.7 Under the executed sub-licensing Agreement, the customer is entitled to use the work within the scope covered by the respective agreement, i.e. within the scope corresponding to the specific sub-licensing option selected by the customer during the execution of the Agreement.
  • 3.8 The customer is not obliged to use the sub-licence.
  • 3.9 The Company undertakes to keep valid the licence agreement entered into with the author of the respective work for the entire duration of the sub-licence. 3.10 The customer shall not provide any authorisation constituting a sub-licence to any other person, either as a whole or in part, i.e. the sub-licence may not be further sub-licensed by the customer in any scope, whether for consideration or free of charge.
  • ...

IV. AGREEMENT TO PURCHASE A SOUND RECORDING

  • 4.1 Under the agreement to purchase a sound recording, the Company sells a sound recording to the customer and undertakes to provide the sound recording to the customer for use, and the customer undertakes to pay to the Company a price specified for the respective sound recording.
  • 4.2 Under the executed Agreement, the customer has the right, but is not obliged, to use the sound recording.
  • 4.3 The customer is entitled to modify the sound recording subsequently, i.e. it can be abridged, mastered, mixed, remixed, arranged etc.

V. JOINT PROVISIONS OF AGREEMENTS

  • 5.1 The Agreement is deemed executed at the moment of crediting the payment of the price to the Company’s bank account pursuant to 6.5 hereof.{' '}
  • 5.2 The content of the Agreement is defined by the customer’s order placed on the Portal and by these Terms & Conditions.
  • 5.3 The customer agrees that remote means of communication may be used in order to enter into the Agreement. Any costs incurred by the customer while using remote means of communication in connection with the execution of the Agreement shall be borne by the customer.
  • 5.4 By executing the Agreement, the customer expressly confirms that he is aware of the fact that these Terms & Conditions constitute an integral part of the Agreement and that he has thoroughly read and understood these Terms & Conditions. The customer was sufficiently notified about these Terms & Conditions prior to the Agreement execution and received the opportunity to read and understand the full wording of these Terms & Conditions.{' '}
  • 5.5 Upon the execution of the Agreement, the work/sound recording shall be provided to the customer for use on-line; the customer will receive access to a link and will be sent an e-mail to his address set out in the registration form containing a link to download the selected work/sound recording in full quality and scope as stipulated in the Agreement. The customer hereby expresses his consent with the fact that the customer shall not receive access to the work/sound recording in the form of a hard data carrier, but only in the form of a download link as specified above in this paragraph.

VI.PRICE AND PAYMENT CONDITIONS

  • 6.1 The sub-licence is always granted for consideration.
  • 6.2 The price list of sub-licences/sound recordings is implemented in the purchasing system on the Portal, as a part of the presentation of each work/sound recording that the customer can choose from.
  • 6.3 The price list offers the possibility for the customer to choose from different sub-licensing options available for the respective musical work. The price of different sub-licensing options always corresponds to the scope of the specific sub-licence (as to the volume, manner, place or time limit of use of the work, etc.).
  • 6.4 The price conditions under this Article do not apply to sub-licensing agreements entered into based on individual negotiations under 3.4 hereof; the price list available on the Portal does not include the price for individual sub-licensing options under 3.4.
  • 6.5 The payment for any purchased sub-licence/sound recording can be made solely on-line using a payment gateway, or via a digital wallet. The customer may choose the method of payment in one of the steps while purchasing the sub-licence (entering into the Agreement).
  • 6.6 VAT – in one of the meetings Pavel mentioned that the accountant needs to be consulted about the VAT issue, if a customer is a foreigner. Please let us know how this issued was resolved and whether to include relevant rules (if any) in these Terms & Conditions as well.

VII. NON-WITHDRAWAL FROM AGREEMENT

  • 7.1 Provisions of this Article shall apply solely to a customer who is a consumer.
  • 7.2 As the work/sound recording will be provided to the customer for use immediately upon the execution of the respective Agreement pursuant to 5.5 hereof, i.e. it will be provided before the expiry of the time limit for withdrawal from the Agreement under Section 1829 of the Civil Code, the customer is not entitled to withdraw from the Agreement in compliance with the provision of Section 1837 l) of the Civil Code, as it constitutes one of statutory exceptions, i.e. a supply of digital content which was not supplied on a tangible carrier and was supplied with the prior consent of the consumer before the expiry of the time limit for withdrawal from the Agreement.
  • 7.3 The consent to supply digital content before the expiry of the time limit for withdrawal from the Agreement is given to the Company by the customer at the moment of sending the order form and accepting the possibility of giving such consent while making a purchase on the Portal.
  • 7.4 The obligation to inform the consumer about the impossibility to withdraw from the Agreement has been complied with via these Terms & Conditions of which the customer was sufficiently notified prior to the Agreement execution and received the opportunity to read and understand the full Terms & Conditions.

VIII. terms&contitions.eightlabel

  • 8.1 The Company is not bound by any codes of behaviour with respect to the relationship with the customer pursuant to provisions of Section 1826 of the Civil Code.
  • 8.2 Extra-judicial resolution of consumer disputes falls within the jurisdiction of the Czech Trade Inspectorate with its registered office at Štěpánská 567/15, 120 00 Prague 2, Company ID: 000 20 869, website: https://www.coi.cz/en/information-about-adr/. An on-line platform for dispute resolving at the following address: http://ec.europa.eu/consumers/odr can be also used for resolutions of disputes arising from the Agreement between the Company and the customer.
  • 8.3 European Consumer Centre Czech Republic, with its registered office at Štěpánská 567/15, 120 00 Prague 2 website: https://evropskyspotrebitel.cz/en/ is a focal point according to the Regulation of the European Parliament and of the Council (EU) No. 524/2013 of 21 May 2013 on on-line dispute resolution for consumer disputes and amending Regulation (EC) 2006/2004 and Directive 2009/22/EC (Regulation on consumer ODR).

IX. PERSONAL DATA PROTECTION AND COMMERCIAL COMMUNICATION

  • 9.1 Personal data protection with respect to the customer who is a natural person is covered by Act No. 10/2000 Coll., on Personal Data Protection, as amended. Supervision over the personal data protection is performed by the Data Protection Authority.
  • 9.2 By sending out the order form and accepting the possibility to give consent in the context of the Portal, the customer gives the Company as the data controller his consent to include all the personal data of the customer (set out in the registration form, in the order form, as well as other data provided by the customer to the Company in the course of trade) in the Company’s database, and to process them, also via a third party as a processor, in compliance with Act No. 101/2000 Coll.
  • 9.3 The customer agrees that the data provided in this manner may be included in the Company’s database and subsequently processed in order to exercise the rights and obligations hereunder and for the purposes of registration, correspondence (if any) and documenting that the communication is carried out in proper manner. Unless the customer selects another option, he agrees with the processing of personal data by the Company for marketing purposes, too i.e. offering services, including mailing of information about events, products and other activities, as well as sending commercial communication by electronic means under Act No. 480/2004 Coll., until the consent is withdrawn, and with further data being included with the customer’s consent. The full consent with personal data processing under this Article is not a condition which could alone prevent the execution of the Agreement.
  • 9.4 The consent is given for an indefinite period of time, and the customer has the right to withdraw any such consent at any time without limitation by a written notice delivered to the Company at the address of the Company’s registered office set out in the Commercial Register.
  • 9.5 The customer acknowledges that his personal data will be processed electronically in an automated manner or in print in a non-automated manner.
  • 9.6 The customer confirms that the provided personal data are accurate and that the customer has been advised that the provision of the personal data is voluntary.
  • 9.7 The customer is aware of his rights under the provisions of Sections 11 and 21 of Act No. 101/2000 Coll., i.e. the customer has the right to access his personal data and the right to correct his personal data; furthermore, if the customer finds out or believes that the Company processes his personal data in a manner violating the protection of the customer’s private and personal life or the law, in particular if the personal data are inaccurate regarding the purpose of their processing, the customer may request that the Company explain or remedy such situation, and that the personal data be blocked, corrected, supplemented or disposed of. The request to block, correct, supplement or dispose of the data takes effect at the moment of delivery to the Company. If such a request is found justified, the Company shall remedy the improper state of affairs without delay. If the Company does not satisfy the customer's request, the customer is entitled to contact the Data Protection Authority. The customer may also refer his motion to the Data Protection Authority directly. Furthermore, if the customer believes that unauthorised processing of his personal data takes place, especially if the customer believes the Company’s dealing with the request is unsatisfactory, the customer is entitled to contact the Data Protection Authority directly.
  • 9.8 If, in compliance with the provision of Section 12 of Act No. 101/2000 Coll., the customer asks for information about the processing of his personal data, the Company is obliged to provide the customer with any such information. The Company is entitled to require compensation for the provision of information under the previous sentence that is adequate but that does not exceed the costs of providing such information.
  • 9.9 When processing the customer’s personal data, the Company undertakes to make sure that no harm is done to the rights of the customer as the data subject, especially to the right to human dignity, and also to make sure that the customer is protected against unauthorized intervention in his personal life.
  • 9.10 The customer agrees that information related to the Company services is sent to the customer’s electronic address, and that commercial communication is sent to his electronic address as well.
  • 9.11 The customer agrees with cookies being saved in the customer’s computer. If the purchase may be effected at the website and obligations arising from the Agreement may be met without the need to save cookies in the customer’s computer, the customer may withdraw his consent under the previous sentence at any time.
  • 9.12 Notices may be delivered to the customer’s electronic address set out in the customer’s registration form under Article II hereof.

X. JOINT & FINAL PROVISIONS

  • 10.1 The customer represents that prior to entering into the Agreement, the customer thoroughly read and understood these Terms & Conditions, and, in case of a sub-licensing agreement, the customer was duly informed about the scope of the purchased sub-licence.
  • 10.2 Agreements, including the Terms & Conditions, are archived by the Company in the electronic form. Solely the Company, or an authorised entity, may access the archived Agreements. The authorised entities are not entitled to disclose Agreements to thirs parties, except where such disclosure is stipulated by the law.
  • 10.3 If any provision hereof is or becomes invalid or ineffective, another provision shall apply with the meaning coming closest to the invalid provision. The invalidity or ineffectiveness of one provision shall not affect the validity of other provisions.
  • 10.4 Company contact details:  Registered office: V Jirchářích 148/4, Nové Město, 110 00 Prague 1;  Telephone: XXX;  E-mail: XXX.
  • 10.5 The customer’s contact details are set out in the registration form. The customer is obliged to inform the Company of any change of these contact details. If the customer fails to do so, the Company shall not be responsible for any related complications.
  • 10.6 The Agreement, the Terms & Conditions and the rights and obligations arising thereunder, including any future or past rights and obligations arising from a breach of the Agreement or the Terms & Conditions, shall be governed by the laws of the Czech Republic, especially by Act No. 89/2012 Coll., Civil Code.

In Prague on XX Soundsgate s.r.o.