Last updated on March 28th, 2017
TERMS AND CONDITIONS FOR VENDORS
At Beloud.co (hereinafter the “Web”), Beloud Technology S.L. is implementing a Web Site to enable music professionals such as Artistes, Musical Magazines, Record Labels and Promoters (hereinafter “Vendors” or “You”), following registration, to sell products put on sale by the Vendors through the Web Site directly to individual purchasers (hereinafter the “Purchasers”). Vendors may be professionals or private individuals.
In order to use this Service, Vendors agree to submit to the present Terms and Conditions without any restriction or reserve. This agreement shall be expressed by clicking on the validation box during registration for the Service.
The present Terms and Conditions are intended to define the Conditions under which Beloud.co makes available to Vendors, within the framework of the Service, technological tools enabling them to put their Products on sale.
2. Description of the Service
The Service comprises a set of tools enabling Vendors to contact Purchasers in order to propose Products to them for sale, to reference and describe these Products, to accept the orders placed by Purchasers, to receive amounts for the Products purchased and to manage the After-Sales Service for the Products they have sold.
Transactions effected via the Service, due to Product sale requirements, are concluded directly between the Purchaser and the Vendor. Beloud.co is in no case a reseller of the Products proposed by Vendors through their use of the Service, except for the sale of digital products discussed in point 6.2.
Nonetheless, always out of a concern for improving the quality of its Services and to be able to select its collaborators, Beloud.co recommends that you notify us of all the comments and suggestions you might wish to inform us of with respect to quality of the transactions performed on the Service. With this aim, Beloud.co offers you the following email address: firstname.lastname@example.org.
On the other hand, should the present Terms and Conditions not be respected, Beloud.co reserves the right to suspend access to the Service, temporarily or definitively, for any Vendor involved by cancelling or suspending their profile and contents without prior notice or compensation.
3. Access to the Service
In addition to the acceptance of the present Terms and Conditions, access to the Service is subordinated to the opening of a professional account with Beloud.co. For this purpose, you must provide us with details enabling your identification. During the process for opening this account, you are undertaking to provide only accurate information and to inform Beloud without delay of any change that may affect us. To this end, Beloud.co offers you the following email address: email@example.com. In order to use the Service, you must use the User ID and password created when opening your account. You are also committing to keep that information secret and not to disclose it to third parties, as you will be the sole party responsible for any access to the Service through your User ID and password, unless you can prove a fraudulent use not attributable to you.
In the event of any loss, hacking or fraudulent use of your User ID and/or your password, you undertake to alert the commercial service immediately at the following email address: firstname.lastname@example.org.
Vendors shall hold Beloud harmless vis-à-vis any liability for data published by vendors and/or notified to Beloud, whether personal information, details of the products sold or any other kind of data.
4. Obligations related to transactions carried out through the Service
4.1. Obligations of a general nature
Vendors undertake to respect applicable legislation related to the exercise of any commercial activity as well as to respect all laws and regulations affecting them and they declare that they are aware of the consumer regulations applicable to them and assume responsibility for compliance.
On the other hand, Vendors are expressly prohibited from promoting sales directly or indirectly under any form, especially through the insertion of hypertext links or messages in the description of the Products connecting to a third-party web for the sale of products, printing on packaging sent to Purchasers, or even the use of the URL address of their own web sites as part of their User ID or on their web pages.
Vendors undertake to apply all possible resources to comply optimally with their Obligations to provide a high-quality Service for Purchasers.
4.2. Obligations related to the offering of Products on the Web Site
Vendors undertake and guarantee that they will only sell Products owned by them or for which they hold appropriate rights permitting them to be sold. They guarantee that they do not in any way contravene any applicable laws, regulations and rules in force and that they do not impair any third-party rights. For this purpose, in particular, Vendors are prohibited from selling any and all Products consisting in works contrary to intellectual property norms.
Vendors are expressly prohibited from using the Web Site to host, store, disclose, publish, distribute or share any material or information that is illegal, offensive, pornographic, slanderous, blasphemous, racist, abusive, misleading, fraudulent or in any other way contrary to law and order and public morals, as well as from using the service to insult, slander, intimidate, violate personal image or harass other users.
Vendors undertake to ensure that the offering of products does not infringe, in fact or potentially, any third-party rights nor any applicable legislation.
Vendors are the sole parties responsible for placing on sale the Products proposed on the Web Site for the Service and undertake to act in good faith. They are solely and exclusively responsible for the accuracy of the information provided and undertake not to lead any potential Purchasers error, whether in connection with the characteristics of the Product, or on its status, availability or price. In particular, in the Products, Vendors must give a precise description of the Products so as to enable the Purchasers to know their essential characteristics.
Vendors further undertake that the illustrations provided with the descriptions associated with the Product offerings proposed (photos, drawings, etc.) shall correspond to the Products effectively offered and shall respect all third-party rights. Vendors guarantee to Beloud.co that they hold all the rights, particularly intellectual property rights, corresponding to the said illustrations so as to enable them to use the same for presenting the Products.
4.3. Obligations related to the price of the Products
The sale price for the Products is freely defined by the Vendors. Vendors may also freely decide whether or not the price offered includes the expenses inherent to purchases, such as taxes or postage and packing, always respecting all laws and regulations in force. Without prejudice to the foregoing, Vendors must indicate the total amount to be paid after inclusion of all the expenses mentioned above on the Web Site before Purchasers confirm their orders.
4.4. Obligations related to the sale of the Products
The sales contracts for Products proposed by Vendors on the Web Site are concluded between Vendors and Purchasers under the condition that the Product is available. Vendors undertake to offer on the Web Site only Products that are available and to eliminate promptly from the Web Site any offer referring to Products that are no longer available.
Vendors also undertake to consult regularly the emails received at the address provided to Beloud.co while the account is open in order to be aware of the list of Products requested by Purchasers.
Vendors acknowledge and assume their exclusive liability arising out of both the sale and purchase itself and also the products sold, with Vendors being solely and exclusively responsible for the same to their Purchasers or any other third party.
4.5. Obligations related to the despatch of Products
(i) Where postage and packing expenses are not included in the Products’ sale price, Vendors must indicate the despatch methods proposed for sending them as part of the description associated with each Product displayed on the Web Site, together with the cost of each of these options.
All products will be shipped by the vendors, who therefore assume, solely and exclusively, any liability arising there from.
(ii) The postage and packing expenses for Products will be determined by the Vendor in each case, and must necessarily be indicated in the order information before the Purchaser proceeds to confirm the purchase.
(iii) Vendors undertake to package the Products requested with all necessary care to prevent the Products from being damaged during transportation. All Products are shipped at the Vendor’s expense and risk.
(iv) Vendors undertake to dispatch all Products ordered within the deadlines indicated on their shipping terms and conditions.
4.6. Obligations related to complaints by Customers regarding the Products sold
Vendors undertake to apply, in good faith, all necessary resources to comply with their obligations in order to provide a high-quality Service to Purchasers and shall be the sole party responsible for managing their own complaints handling policy vis-à-vis their Purchasers.
All Purchasers have the possibility of contacting Vendors to deal with any claim related to their purchases, specifying the reason for their complaint clearly in the message. For this purpose, Vendors must furnish an email address at which to receive all communications from Purchasers when they complete a contact form.
All legal disputes must be resolved directly between the Purchaser and the Vendor.
4.7. Waiver of liability
Vendors shall exonerate Beloud from any and all liability, claim, police report, etc., that may be received by Beloud as a consequence of the products advertised and/or sold by vendors. For this reason, Beloud shall for no reason be held responsible, and shall in no case assume any liability, for the products, prices, actions, etc. of the vendors. Should any penalty be imposed on Beloud for such reasons, vendors shall be obliged to deal with the same or to reimburse to Beloud any and all amounts that the latter may have paid out for this reason.
5. Right of cancellation
In connection with the purchasers’ right of cancellation, Vendors shall be obliged to respect all laws applicable to their place of residence. Specifically, for Vendors resident in Spain the applicable law is the General Consumers and Users Defence Act (“LGDCU” in its Spanish acronym), whereby Vendors grant Purchasers the right to cancel the contract by returning their purchases within the term of 14 calendar days. This right of cancellation shall not be applicable in the following cases:
· Sound or video recordings that have been opened
· Digital contents downloaded on line
The cancellation period shall expire 14 calendar days after the day on which the consumer or a third party indicated by the same, other than the transport company, received the item.
Should the consumer have acquired multiple items in a single order and these have been delivered separately, the cancellation period shall expire 14 calendar days after the day on which the consumer or a third party indicated by the same, other than the transport company, received the last of these items.
Should the consumer have acquired an item made up of multiple parts or components, the cancellation period shall expire 14 calendar days after the day on which the consumer or a third party indicated by the same, other than the transport company, received the last of the said components or materials.
Where the consumer has contracted the regular delivery of items over a specified period, the cancellation period shall expire 14 calendar days after the day on which the consumer or a third party indicated by the same, other than the transport company, received the first of these items.
In order to exercise their cancellation rights with respect to products purchased solely and exclusively on the Beloud.co Web Site, Purchasers must inform the Vendors of their unambiguous decision to withdraw from the contract, for which reason Vendors are obliged to inform Purchasers about how to exercise the aforesaid cancellation as well as the consequences of exercising the said right.
The LGDCU shall not apply to Beloud as Beloud is not the Vendor of the products acquired through this channel.
6. Financial year terms and conditions. Fees of Beloud
For each order placed by a Purchaser for Products, Beloud will receive from the Vendor a commission equal to 10% plus VAT of the net amount of the sale made, understood to mean the amount of the products purchased, without including any taxes, postage and packing or payment-related charges.
7. Handling of billing and payments
Vendors may enable the following payment systems for use by Purchasers:
· PAYPAL (compulsory)
· Bank account: Optionally, vendor may designate a bank account which to receive transfers or direct deposits on account
Payments by Purchasers to Vendors using PAYPAL will be processed using the payment gateway set up on Beloud.co.
The billing for orders requesting physical items will be handled independently from orders for digital items.
7.1 Billing and payments for physical items
Where the purchase is made through a bank account, the amount of the sale will be deposited directly into the bank account indicated by Vendors for this purpose on their Beloud.co profiles. Beloud’s commission associated with the purchase will be calculated and added to the Vendors’ debt with Beloud.
Where the purchase is made through PAYPAL, on the one hand, the amount of the purchase minus Beloud’s commission associated with that purchase plus the amount of any debt that may exist will be deposited into the PAYPAL account set up by the Vendors on their Beloud profiles. On the other hand, the commission associated with that purchase plus the amount of any debt that may exist will be deposited into Beloud’s PAYPAL account.
This operation will be carried out as a single transaction with PAYPAL.
Any expenses for the means of payment uses shall be for the sole account of the Vendor.
Vendors shall be solely and exclusively responsible for issuing sales invoices for their products third party the respective Purchasers, following the regulations applicable in their country of residence.
Vendors assume solely and exclusively the responsibility for observing and complying with the tax obligations they are subject to, holding Beloud free and harmless vis-à-vis any liability that might be attributed to it.
The fees accruing to Beloud shall be invoiced each month and will group together the commission earned on the orders placed with the Vendor during that period. The tax applicable to the said billing will depend on the Vendor’s country of residence and, if European, whether or not it is included on the VIES system.
7.2 Billing and payments for digital items
These sales involve the digital download of songs or albums. The payment and billing process will be as follows:
Purchasers make their payments for the purchase of their Products through PAYPAL.
The amount of the purchase minus Beloud’s commission associated with that purchase and the amount corresponding to the Performing Rights Organization (P.R.O.) plus the VAT paid by the Purchaser and the amount of any debt that may exist will be deposited into the PAYPAL account set up by the Vendors on their Beloud profiles. On the other hand, the commission associated with that purchase plus the VAT paid by the Purchaser and the amount of any debt that may exist will be deposited into Beloud’s PAYPAL account.
In this case two invoices will be generated:
· Beloud will invoice the Purchaser for the total amount of the sale, bearing in mind that VAT has to be applied depending on the Purchaser’s country of residence with the obligation to settle this VAT up with the corresponding Tax Administration.
· Beloud will issue a “Self-Billing Invoice” or “Addressee Bill” on behalf of the Vendor for the total amount of the sale effected after discounting the VAT paid by the Purchaser and Beloud’s commission.
Vendors hereby authorize Beloud to issue such Self-Billing Invoices on their behalf. All Self-Billing Invoices will be raised with application of the tax corresponding to the Vendors depending on their country of residence and, if European, whether or not they are included on the VIES system.
8. Intellectual property of the Service
Beloud is the registered holder of all the industrial and intellectual property rights relating to the Service, except for the contents provided by Vendors, which shall continue to be their property, and except for those contents furnished by third parties. Through the present Terms and Conditions, as the Service Owner, Beloud grants you a limited, revocable and non-sublicensable licence to use the Service for strictly personal use. Except for the licence referred to above, any kind of reproduction, distribution, public communication, modification and, in general, any act for the exploitation of all or part of the contents (images, texts, designs, indices, forms, etc.) making up the Web site and the mobile apps, as well as the databases and software needed for their display and operation, is prohibited unless it has express prior authorization from Beloud in writing.
You are not allowed, in any case, to exploit or use for commercial purposes, whether directly or indirectly, in full or in part, any of the contents (images, texts, designs, indices, forms, etc.) making up the Service without the prior authorization of Beloud in writing. In those cases where you breach the present licence, Beloud may cancel your Vendor profile, without prejudice to any other consequences that may arise out of such breach.
9. Intellectual property of the musical works
Vendors shall be solely and exclusively responsible for the payment of the Composers, Authors and Publishers Rights, related to the Products proposed to sale
However, in order to facilitate to Vendors the payment of the Composers, Authors and Publishers Rights in the case of sale of digital items, and due to the obligation to pay to the P.R.O. correspondent to the country where the download occurs, Beloud has reached agreements with the P.R.O. listed below. In these cases Beloud deduces this payment to the sale amount. This money is fully refunded by Beloud to the P.R.O. corresponding to the country where the download occurred
Vendors shall be solely and exclusively responsible for the payment of these rights to the appropriated P.R.O. if it is not in this list:
Spain – SGAE
Holland - BUMA
Vendors shall compensate Beloud for any and all damage suffered and for any liability actions brought against Beloud.co in connection with any breach by Vendors of any third-party right, including Purchasers’ rights, regardless of whether the damage arises as a consequence of the sale of Products, the Vendors’ use of the Service, or any other circumstance that may be alleged. Beloud’s liability vis-à-vis Vendors may only be claimed in connection with facts and circumstances directly attributable to it and, if correct, such liability would be limited to the amount corresponding to the orders placed in the preceding month. Beloud is not liable for any indirect harm, especially any loss of possibility of selling Products in the event of any non-availability of the Service. Liability may also not be claimed from Beloud due to facts related to any improper use of the Service by Vendors. Beloud.co declines any and all liability with regard to sales arranged between Vendors and Purchasers with the intermediation of the Service. All claims relating to Products (description, despatch, Terms and Conditions, status, intellectual property, etc.) that may be brought to the attention of Beloud.co will be transferred to the Vendor involved, who shall assume liability completely and exclusively.
For technical reasons or due to changes in the Service provided or in the regulations and also due to amendments arising out of the applicable standard codes or, where appropriate, strategic corporate decisions, Beloud.co may at any moment replace or alter the Terms and Conditions and the Privacy and Data Protection Policy and these may replace, complement and/or amend the Terms and Conditions reflected herein.
Whenever Beloud amends or replaces the Terms and Conditions or the Privacy and Data Protection Policy, the new version shall be published on the Web Site and/or you will be alerted on the same channel. If you continue to use the Web Site, you will be deemed to have accepted the amendments applied. If you no longer agree with the changes made, you can de-register from the service by following the procedure provided for the purpose.
Beloud recommends you refer to the Terms and Conditions from time to time as they may have been changed. Whenever you wish, you can consult the current version in the section of Beloud.co entitled Terms and Conditions.
12. Partial annulment
Should one or more of the stipulations in the present Terms and Conditions be considered invalid or declared as such through application of any law, regulation or a definitive decision by a competent jurisdiction, the rest of the stipulations shall retain all of their force and all of the scope.
13. Applicable law / Attribution of competencies
Current regulations shall determine the laws that must govern and the jurisdiction that must hear disputes regarding the relations between Beloud and the Vendors. Notwithstanding, in those cases where the said regulations foresee the possibility of the parties submitting to a particular venue, Beloud and the Vendors, with express waiver of any other venue that may lie to them, hereby agree to submit their disputes to the Courts of Madrid (Spain).