These General Terms and Conditions of Sale (hereinafter referred to as "GTCS") apply to all services provided by HEDAYAT MUSIC.
Henceforth, unless otherwise agreed in writing in whole or in part, the relationship between HEDAYAT MUSIC and its Customer shall be governed exclusively by these General Terms and Conditions of Sale.
The Customer further declares that he or she is a natural person, at least 18 years of age, and has the legal capacity or parental authorization to place an order with Société HEDAYAT MUSIC.
At the Customer's request, HEDAYAT MUSIC will draw up an estimate after a personalized study based on the Customer's specifications.
The estimate will include :
> details of the artistic services ordered;
> the price of said services, before and after tax.
The signing of the quotation by the Customer constitutes :
> an order form for the services described therein ;
> acceptance of these terms and conditions, which are inseparable from them.
Signature of the quotation renders payment of the deposit mentioned therein due in accordance with the conditions set out in article 5-3 of these GTC.
HEDAYAT MUSIC reserves the right to cancel any order in the event of non-payment of the said deposit.
In the event of cancellation of the order by the Customer after signature of the quotation for any reason whatsoever, with the exception of force majeure, the deposit due at the time of the order will be automatically acquired by HEDAYAT MUSIC. HEDAYAT MUSIC is therefore entitled to demand payment and to pursue recovery if necessary. HEDAYAT MUSIC is also entitled to retain all sums already paid in this respect, without being obliged to make any reimbursement.
Any modification of the order after signature of the initial quotation must be requested in writing.
Such modifications will only be taken into account within the limits and subject to the possibilities of HEDAYAT MUSIC.
Any request resulting from an omission or error by the Customer in the content of the Specifications, or any request involving the addition or deletion of data affecting the initial quotation, will be considered as a request to modify the order.
Any modification of the order involving adjustments to the work (research, advice, or execution) already carried out by HEDAYAT MUSIC and/or inducing additional work, will result in additional invoicing to the remuneration provided for in the estimate initially accepted and/or the drawing up of a new specific estimate.
In any event, payment for services already performed by HEDAYAT MUSIC will remain due, and any sums already paid will be forfeited.
In view of the specific nature of the services offered by HEDAYAT MUSIC, the Customer undertakes to provide HEDAYAT MUSIC, before the quotation is drawn up, with precise and exhaustive specifications of the order.
Any modification of the specifications resulting from an error or omission on the part of the Customer will be treated as a modification of the order and will expose the Customer to additional charges as provided for in article 2 hereof.
If the Customer does not provide HEDAYAT MUSIC with the Specifications, or if the Specifications do not provide sufficiently precise indications or recommendations as to how the musical creation of one or more elements included in the order should be approached, the musical conception of said elements will be left to the discretion of HEDAYAT MUSIC.
In the latter case, even if the Customer refuses or contests the interpretation made by HEDAYAT MUSIC, payment for the service already rendered will remain due to the aforementioned company, and any request for a new service will be subject to a new estimate.
The customer undertakes to provide HEDAYAT MUSIC with all the elements required to perform the service ordered (text, images, videos, sounds, etc.) in the format requested.
This provision must be made as soon as possible, and in any event before the first scheduled work session, so that HEDAYAT MUSIC has sufficient time to carry out the service in good conditions, and to meet any deadlines agreed between the company and the Customer.
The Customer guarantees that he is the owner of the tangible and intangible rights that may exist on the source works and elements that he provides to the company HEDAYAT MUSIC with a view to carrying out his service.
He personally and indefinitely guarantees the company HEDAYAT MUSIC against any recourse by third parties, under the conditions defined in article 6-3 herein.
The Customer is obliged to make himself available and to attend any work sessions requiring his presence.
It is the Customer's responsibility to monitor the execution of the order and to take, if necessary, any artistic decisions likely to enable the ordered service to be carried out in accordance with the Customer's wishes and specifications.
In the event that the Customer does not wish to personally monitor the execution of his order, he undertakes to communicate the identity of the person(s) authorized to take all decisions in his name and on his behalf, prior to the start of the execution of the services.
The Customer undertakes to abide by the decisions, artistic or otherwise, made by its representative(s), and to accept any changes to the order that such decisions may entail. It undertakes, where applicable, to assume the financial consequences of such modifications under the conditions set out in article 2 hereof.
HEDAYAT MUSIC's services correspond only to those explicitly listed in the quotation signed by the Customer.
Services will be provided on the premises of HEDAYAT MUSIC located at :
97, rue Oberkampf
75011 PARIS
However, HEDAYAT MUSIC may perform its services in any other location that it has determined, particularly when the physical performance of the services so requires.
The customer, if he can propose it, undertakes not to impose on HEDAYAT MUSIC any displacement, whatever the phase or progress of the mission.
The beginning date of the performance is fixed by mutual agreement between HEDAYAT MUSIC and the Customer, subject to availability and the possibilities of HEDAYAT MUSIC.
Should the customer be unable to attend, he/she has up to 72 hours before the reserved time slot to reschedule the session or appointment, failing which the deposit previously paid will be cashed. In the case of a composition/arrangement session, this deadline is extended to 10 days.
The services ordered by the Customer will be provided within a reasonable period of time after signature of the corresponding quote and payment of the deposit due.
However, if the Customer wishes the service to be provided within a "specific timeframe", he/she must expressly indicate this to HEDAYAT MUSIC when placing the order. If it accepts, HEDAYAT MUSIC will mention this specific deadline in its initial quote. In the absence of a specific deadline, the company HEDAYAT MUSIC may only be held liable in the event of a delay exceeding a reasonable deadline that can be assessed in light of the specific nature of the service ordered. In the event of a "specific" deadline expressly agreed with the Customer, and a delay exceeding this deadline, the Customer may request the cancellation of the sale. The deposit already paid will then be returned by HEDAYAT MUSIC.
In any case, HEDAYAT MUSIC will never be held responsible and no reimbursement will be claimed:
> due to delay or suspension of the provision of services attributable to the Customer, and in particular in the event of non-compliance by the Customer with its obligations as set out in article 3;
> in the event of force majeure.
The customer, or his representative, being present at the work and creation sessions in accordance with article 3.4 hereof, is deemed to have accepted and validated the service provided.
HEDAYAT MUSIC will then rectify, at its own expense, any services provided which the Customer has duly demonstrated to be non-compliant.
In the absence of reservations or complaints expressly made by the Customer upon receipt of the service, within the aforementioned period, the service will be deemed to conform to the order. In the absence of express validation and/or request(s) for modification(s) within the aforementioned period from delivery of the service, the latter shall be deemed validated by the Customer.
No claim will be validly accepted if the Customer fails to comply with these formalities and deadlines.
The prices of the services provided by HEDAYAT MUSIC are those indicated on the quotations (initial and complementary if applicable) previously established by HEDAYAT MUSIC and signed by the Customer.
Prices appearing on said quotation are valid for one month from the date of issue. They are firm and non-revisable.
The Customer may occasionally benefit from price reductions, discounts and rebates, depending on the quantities of services ordered, or the regularity of its orders for services, at a single time and place, under the conditions and according to the terms determined by mutual agreement between the Customer and Société HEDAYAT MUSIC, during the commercial negotiations prior to the order.
Prices are in euros, all taxes included. All payments must be made in Euros. An invoice will be sent to the customer in advance of each payment. Each invoice will mention a payment deadline.
A deposit corresponding to 50% of the total price of the services ordered is required on signature of the quotation.
If the deposit is not paid, HEDAYAT MUSIC will not be obliged to carry out the services ordered by the customer.
Payment of the deposit may be made by money order or Western Union, Carte Bleu Visa, MasterCard, bank transfer, cash (limit €3000), Stripe.
The balance of the price is payable in cash on the day the services are provided. Payment of the balance of the total cost of the service is made by : Visa card, MasterCard, Cash (maximum amount 3000€).
In the absence of payment of the balance, HEDAYAT MUSIC will not be obliged to supply the Customer with the items ordered by the Customer. Upon receipt of the total amount due, the Customer will receive the material elements ordered, according to the type of service provided. Recorded data is kept as proof of orders and transactions.
Any delay in payment will result in :
> the automatic application of late payment penalties to HEDAYAT MUSIC without any formality or prior notice. These penalties will be equivalent to three times the legal interest rate in force, calculated on the basis of the price inclusive of tax indicated on the invoice.
> the immediate payment of all sums owed to HEDAYAT MUSIC by the Customer, without prejudice to any other action that HEDAYAT MUSIC may take against the Customer in this respect.
In the event of non-compliance with the above payment conditions, Société HEDAYAT MUSIC also reserves the right to suspend or cancel the provision of services ordered by the Customer, and to reduce or cancel any discounts granted to the Customer.
Except with the prior written agreement of HEDAYAT MUSIC, insofar as the reciprocal receivables and debts are certain, liquid and due, no set-off may be validly invoked by the Customer.
The company HEDAYAT MUSIC is and remains the owner of all intellectual property rights attached to its website, to the present, and to the tangible and intangible elements that constitute its assets.
The present contract does not imply any automatic transfer of intellectual property rights attached to the work ordered.
Consequently, the Customer is informed that the assignment of any intellectual property rights born or to be born on the artistic services provided by HEDAYAT MUSIC necessary for their disclosure and exploitation must be the subject of a separate contract.
The present contract does not replace either the legal obligations of the Customer, or those of the commissioning party, where applicable, towards third parties and beneficiaries of the source works.
For the purposes of this contract, "source work" means any document or pre-existing element supplied by the Customer and included in the work or part of the work ordered. Source works can be of various kinds: images, illustrations, samples, sounds, fonts, etc.
The Customer declares that it has not included in its specifications or in the documents supplied for the production of the commissioned work any reproduction or reminiscence of a source work likely to infringe the rights of third parties. To this end, the Customer warrants that it has obtained all necessary authorizations beforehand, and in any event prior to disclosure of the work ordered, and has assumed responsibility for all related payments, in particular by virtue of copyright and personality rights, for the integration of any source work into the work ordered.
The Customer undertakes to indemnify HEDAYAT MUSIC against any claim or action brought by a third party, in particular the author or his successors in title, and to compensate HEDAYAT MUSIC for any expenses or damages it may incur as a result of such claim or action.
HEDAYAT MUSIC reserves the right to include a commercial statement in the production clearly indicating its contribution, in the form of a statement such as "Musical production: HEDAYAT MUSIC", with a hypertext link to the company's commercial website whenever the medium allows. The Customer undertakes not to object to this, and never to delete this information. Unless otherwise specified, negotiated and contractually agreed between HEDAYAT MUSIC and the Customer, HEDAYAT MUSIC reserves the right to mention its work for the Customer as a reference in its commercial prospecting, external communication and advertising activities. The customer or his representative further authorizes HEDAYAT MUSIC to use the production, in full or in excerpts, for purely demonstrative purposes.
Should either party fail to perform any of its obligations, and eight days after formal notice has been sent by registered letter with acknowledgement of receipt to no avail, the present contract may be terminated by operation of law. Any sums already paid will be definitively acquired by HEDAYAT MUSIC, and any sums still owed by the Customer will become immediately payable, without prejudice to any damages that may be owed to HEDAYAT MUSIC. The Customer must return all elements of the work ordered that have already been given to him by Société HEDAYAT MUSIC, and undertakes not to keep any copies.
All disputes arising from this contract, concerning its validity, interpretation, performance, termination, consequences and follow-up, shall be submitted to the competent courts within the jurisdiction of the Paris Court of Appeal.
These GCS and the contract concluded between HEDAYAT MUSIC and its Customer are governed by French law. They were drafted in French and prevail over any translated version.
These General Terms and Conditions are expressly approved and accepted by the Customer, who declares and acknowledges full knowledge thereof, and hereby waives the right to rely on any contradictory document, in particular its own general terms and conditions of purchase, which shall be unenforceable against HEDAYAT MUSIC, even supposing it had knowledge thereof.
