1.2. The users entering into the Contract on behalf of a company or another (legal) entity shall warrant to have the authority to bind such entity and its representatives to the Contract.
1.3. The fact that Rights’Up does not invoke, at any time, or use certain provisions in the present GT&C, should not be construed as waiver of rights of these provisions for the future.
1.4. It is forbidden to reproduce, communicate to the public, make available, or in any way whatsoever to use any of Rights’Up signs, works, performances, or any other object of intellectual property or other proprietary right of Rights’Up without a prior and express written permission of Rights’Up. Rights’Up reserves the right to oppose to such unauthorised use and, if applicable, to claim damages. The same applies to any use that is or could be conflicting with the image of Rights’Up, with any rights they would have granted or would be awarded to them, or for any use that may be classified as unfair competition.
2.1. Rights’Up grants you, against payment of a monthly or annual subscription fee, a limited, non-transferable and non-exclusive right to access and use the platform and software EDDY accessible through the Site. Except for the foregoing, no right, title or interest shall be transferred to you. EDDY shall allow you, according to the chosen formula, to: encode the contractual parameters concluded with your Contractual Partners, encode manually or automatically (by) API your musical catalogues, process your distribution/exploitation files originating from your distributors or other sources (“Royalty Sources”), calculate the royalties due to your Contractual Partners, manage the exploitation of your merchandising products, manage your individual projects, manage automatically your royalty payments to your Contractual Partners etc.
2.3. Rights’Up shall perform the Contract in accordance with its knowledge and abilities. You are however aware that certain features of EDDY are in a Beta version and so accept a certain tolerance vis-à-vis the functioning/running of those features and that, in the future, improvements and adjustments to EDDY can be made by Rights’Up. Rights’Up shall try to mention which features are in Beta version.
2.4. You agree that Rights’Up may terminate your account if you violate the GT&C or, in Rights’Up’s good faith discretion, are believed to be infringing the intellectual property rights of third parties and/or engaging in otherwise fraudulent activity.
2.5. Rights’Up is entitled to suspend the fulfilment of the obligations under the Contract or to dissolve the Contract (1) if you fail to comply with your obligations under the Contract (for example in case of non-payment of an invoice) or to comply with these obligations in a timely or satisfactory manner; (2) if, after the conclusion of the Contract, Rights’Up has reasonable grounds to fear that you will not fulfil your obligations; (3) if circumstances arise, which are of a nature that fulfilment of the obligations becomes impossible or that unaltered maintenance of the Contract is rendered unreasonable. If Rights’Up suspends or dissolves the Contract, it is not liable for any damages and/or costs arising from the suspension or dissolution. If you fail to fulfil your obligations arising from the Contract, then Rights’Up is entitled to dissolve the Contract immediately, without formal notice and with immediate effect without any obligation on its side to payment of any damages or compensation, whereas you, by virtue of default, are liable for any and all damages originating from the aforesaid failure
3.1. Rights’Up prices are invoiced according to the chosen formula on the Site, before any use of EDDY (as indicated in the Order Form). Excepted if you chose for an annual pre-paid subscription, invoices are issued monthly for each full month of subscription and are payable via credit card or direct debit every month. If the invoices are not paid via a direct debit process, invoices shall be paid within 15 (fifteen) calendar days as from the date of issue of the invoice, to the bank account as indicated in the corresponding invoice. Payments are in euro (EUR), unless expressly stated otherwise on the invoice.
3.2. All subscriptions for EDDY are entered into for indefinite duration and come into effect as from the date of your registration at the Site. The Contracts that are paid monthly can be terminated upon 1 (one) month prior notice; price revisions can be applicable monthly. The Contract that are pre-paid for 12 (twelve) months can be terminated upon prior notice given at least 1 (one) month before the end of the pre-paid period; price revisions can be applicable upon expiry of the pre-paid period. Rights’Up can add or withdraw free months of subscription to your account at its full discretion, but is under no obligation whatsoever to provide all its clients with equal treatment in this regard. You expressly renounces from any repayment of amounts pre-paid in advance.
3.3. Eddy may change its subscription plans and the price of its services from time to time; however, any price changes or changes to its subscription plans or prices will apply to you no earlier than 30 days following notice to you.
3.4. In case of non-payment of an invoice on the due date the interest of 1% (one percent) per month (calculated pro rata temporis) on the outstanding amounts will be owed ipso iure without any notification of payment default being required. Also, without prior notice of default, a flat-rate indemnity amounting to 10% of the outstanding invoice amount (with a minimum of 200 €), shall be payable automatically, without prejudice to the right of Rights’Up to get higher compensation subject to proof of higher damage actually suffered. The interest on the due amount will be calculated from the time that the client is in default until the moment of payment of the full amount due. Non-payment, even partial, renders invoices not yet due, payable without any formality or notification. Without prejudice to the preceding and without any prejudice to your payment obligation, each protest must be communicated within a period of 5 (five) calendar days as of the invoice date by a motivated registered letter. After this period, you shall be deemed to have definitively accepted the invoiced amount. The Contract may be terminated or suspended by Rights’Up immediately upon notification if you fail to pay your due invoices, in the event of apparent insolvency, or if you violate the terms of the Contract.
4.1. If Rights’Up should be liable, then this liability is limited to what is provided in the present article. Under no circumstances shall Rights’Up be liable for any loss or damage caused by your reliance on any information, statements or reports obtained at or via the Site and/or resulting from the use of EDDY or connected services; this concerns any damage claims (be it direct or indirect damage). This limitation of liability includes, but is not limited to accidental transmissions of any electronic viruses; mechanical or electronic failures of equipment, telephone or communication lines; unauthorized access; theft; operator errors or other similar events. You hereby acknowledge(s) that Rights’Up can in no sense be held liable for the choice, use and/or the economic impact of EDDY as well as for its non-compliance with your objectives. The information, software and description of Rights’Up published on the Site may contain inaccuracies or typographical errors. Rights’Up may improve or change the Site content at any time, but is under no obligation to do so and any liability for such inaccuracies and errors is hereby explicitly disclaimed. Rights’Up will not be liable towards you for any damage claims, if it is not in a position to meet its contractual obligation pursuant to force majeure circumstances such as, but without this list being limited to: strikes, sabotage, natural disasters, acts of the governments and legal or administrative restrictions.
4.2. If Rights’Up should be liable for any damages, then Rights’Up’s liability is limited to a maximum of the invoice value of the invoices issued to you during the last 6 (six) months. The liability of Rights’Up is in any case limited to the amount which is paid out under its insurance policy. In no event shall Rights’Up be liable for indirect damages, including consequential damage, loss of profit, lost savings and damage due to business stagnation.
4.3. You acknowledge that some features of EDDY are in a Beta version and that those features corresponds to what you can reasonably expect for that kind of version. Rights’Up is still improving EDDY and its features.
4.4. Rights’Up employs the latest available technology in order to ensure the correctness and accuracy of the information derived from the use of EDDY. However, responsibility for the (control of) correctness, accuracy and completeness of any data obtained by the use of EDDY incontestably rests with you. EDDY is not an accounting software and no warranties express or implied are provided for its fitness, merchantability or reliability for the specific purposes such as tax compliance, financial management or other. You should rely on the professional products and appropriate advice in order to ensure correct fulfillment of such purposes.
4.5. Rights’Up is bound by “standard duty of care” in maintaining the availability of EDDY. In the event of a disruption of EDDY (for example, when – for whatever reason – no link can be established to the Site), Rights’Up will use all reasonable efforts to remedy such disruption, insofar as Rights’Up is responsible for it pursuant to the above mentioned standard duty of care. As indication and excepted for the features in Beta version, Rights’Up shall make its reasonable best efforts to assure that its servers uptime will be 89,9% which designs to assure that the Eddy Services will be reachable from the global internet 89,9% of the time. However, many possible situations may cause our servers, from time to time, not to be reachable and therefore are not in the scope of the abovementioned percentage and such situations may include: hardware and software maintenance downtime, situations which are beyond Rights’Up’s control (such as external attack of Rights’Up’s servers) etc.
4.6. You indemnifie Rights’Up for any claims by third parties for damage in connection with the performance of the Contract. In case of a claim, both judicial and extra-judicial, for that reason against Rights’Up by any third party, you shall immediately assist Rights’Up to do everything that can be reasonably expected in that case. If you are in default in taking appropriate measures, then Rights’Up is, without any further notice, entitled to do so. All costs and damages on the part of Rights’Up and third parties, thereby arisen, are integrally at your expense and risk.
6.1. Changes and additions of the GT&C shall only be valid if agreed in writing between the Parties. The Contract (GT&C included) represents the complete agreement between the Parties and replaces and nullifies all prior oral and/or written agreements. Your general terms & conditions are not applicable.
6.2. In case any clause or provision of the Contract (GT&C included) is declared void or unenforceable, this will not affect the validity and enforceability of the other clauses or provisions of the Contract (GT&C included). Parties will then agree upon new stipulations replacing the null and void, which adhere as much as possible the purpose and intent of the original provision.
6.3. If uncertainty exists regarding the interpretation of one or more provisions of these GT&C, then the interpretation of these provisions shall be in accordance with the rules of article 1156 et seq. of the civil code. In case of a situation that is not regulated in these GT&C, this situation should be assessed in the spirit of these GT&C.
6.4. Parties agree that where a notice or notification concerning the Contract (GT&C included) if needed, this can be done by registered letter, which will have the same legal force as a judicial writ.
6.5. Rights’Up reserves the right to partially or fully suspend or cancel the Contract in case of force majeure. Examples of force majeure are, although this list is not exhaustive: measures taken by civil or military authorities, fires, floods, epidemics, quarantine restrictions, embargoes, wars, riots, strikes, delays in transportation, computer theft, damage to computers or hard drives as a result of known or unknown viruses, defects or similar electronic problems or other conditions that make it impossible for Rights’Up, due to causes beyond its reasonable control to deploy the necessary manpower, or to obtain means of production from the usual suppliers.
6.6. Rights’up reserves the right to transfer or assign its obligations and rights under its Contracts to companies within the Rights’Up group.
6.7. The Contract (GT&C included) is subject to Belgian law.
6.8. Disputes arising from the content or execution of the Contract (GT&C included) or other contractual agreements between the Parties shall be, in the absence of amicable settlement, settled by the competent courts in Brussels (Belgium).