Distribution Terms and Conditions

Horus Music Distribution Terms and Conditions

By clicking “I Accept the terms and conditions”, you accept this Distribution Agreement either for yourself or on behalf of your company.

Contract Revision:  Effective 11th February 2016 for all new clients.

This Agreement is made on the date the Artist ticked the box stating they “accept the terms and conditions” and each time they submit a new release.

Between:  The person purchasing the distribution service will hereinafter be referred to as the “Artist” of the one part

And

Horus Music Limited (Company Number 05914312) whose registered office is at The Dock, 75 Exploration Drive, Leicester, LE4 5NU, ENGLAND, hereinafter referred to as “Horus”.

The Licensor and Horus Music are together called the “Parties” and each, individually, a “Party”.

Contract Summary

This is a joint digital music and physical distribution contract. This contract is non-exclusive, which allows the Artist to make available to Horus any specific releases he/she chooses.  Any release sent to Horus will then be treated as exclusive to Horus for the Territory unless otherwise agreed in writing. This contract is subject to the terms and conditions set out below.

DEFINITIONS

‘Intellectual Property Master’

Copyrights, domain names, database rights, design rights, trade marks, and all other creations registered or otherwise that can be protected under patent, copyright, trademark or similar laws.

‘Masters’

Original, fully edited, fully mixed down, audio and video master recordings delivered to Horus.

‘Materials’

Any materials listed in clause one (1).

‘Metadata’

Information associated with a release that includes artist names, barcodes, ISRC codes (track codes), composers, producers, album titles, track titles, dates, copyright information and any other information required by stores and services.

‘Sales Sheet’

This is also known within the music industry as a One Sheet.  The sheet contains an overview of information about the release as well as details of any marketing and promotional activities.

‘Territory’

The World for Delivery of digital master recordings and United Kingdom only for physical sound carriers. If the Artist requires territorial restrictions for an individual release, written notification should be sent to Horus at the time the release as per clause 3.5.

‘Horus Music Client Platform or Platform’

An online platform owned, developed and hosted by Horus that allows users to upload their Masters, edit their releases, view daily and monthly sales, download statements and invoices and use other tools that Horus makes available at any time.

SUBJECT OF THE AGREEMENT

1. GRANT OF RIGHTS

The Artist hereby grants to Horus the right to distribute from its catalogue the following:

2. EXCLUSIVITY

2.1 This is a non-exclusive agreement in the sense that the Artist is free to choose which distributor or aggregator will distribute each Artist Master.

2.2 By sending a Master to Horus the Artist grants to Horus the exclusive right to distribute that Master in the Territory in all media and to all services and platforms approved by Horus subject only to any restrictions notified to Horus in accordance with Clause 3.5. This track exclusivity is a requirement of all download stores and mobile and streaming sites supplied by Horus.

2.3 If any Master that is distributed by Horus is also found to be distributed by another company Horus will ask the Artist to issue a take down notice.  If the Artist does not cooperate or fails to deal with the issue, Horus may terminate this contract by written notice.

2.4 Horus reserves the right not to distribute any Master that contains racial or religious hatred, encourages or glorifies any criminal activity, or in which the finished product is not well produced or made and is deemed to not be of a releasable quality.

3. THE ARTIST WILL:

3.1 Supply each Master that the Artist wishes Horus to distribute to the specification set out in Appendix Two together with all applicable Metadata and other Materials at least six weeks in advance of the global release date.  If the Artist is unable to supply Masters to the correct specification, then Horus will make the necessary changes unless the Artist requests Horus to make the changes on their behalf that will be subject to the charges as specified in Appendix One;

3.2 Ensure that items to be physically distributed conform to the standards set out in Appendix Three.  Failure to do so will result in remedial charges being made to the Artist as stated in Appendix One;

3.3 Upload their Masters via the Horus Music Client Platform;

3.4 Supply Sales Sheets, pictures and logos required for promotion and all other relevant Materials listed in clause 1 at least six weeks prior to the release;

3.5 Notify Horus by email at the time of delivery of all restrictions that may apply to the grant of rights hereunder including stores not permitted to sell any Master;

3.6 Ensure Masters that contain swearing, lyrics of sexual nature or criminal nature are identified to Horus at the time of delivery as explicit content;

3.7 Liaise with Horus to promote the Masters subject to prior commitments; and

3.8 Pay any invoices issued by Horus within 7 (seven) days.  Such invoices shall be raised in accordance with Appendix Four.  If a payment is due for a service or other billable item that is not listed in Appendix One, Horus shall agree the sum due with the Artist in writing prior to the date Horus issues the invoice.

3.9 Any technical issues or store problems must be raised in writing to Horus via ALR at horusmusic.co.uk.

4. HORUS MUSIC WILL:

4.1 Distribute the Masters using its own in-house digital delivery platform (the Horus Music Client Platform) or other means to all its partner stores and services from time to time except any notified to Horus as excluded under clause 3.5;

4.2 Use reasonable endeavours to have Masters available to the public on the agreed release date, however Horus cannot guarantee availability on any date as this is out of its control and dependent on (a) when the Artist delivers the Masters to Horus and (b) whether the stores will accept the Masters;

4.3 Take all reasonable precautions to ensure that piracy and pre-release of the Masters are minimised;

4.4 Keep secure all Masters and Materials delivered to Horus;

4.5 Create track Metadata where needed and provide this to online stores, aggregators, and mobile communications companies where this is not supplied by the Artist;

4.6 Distribute physical masters to online stores (including Horus’s own online store where appropriate) and retail stores in the United Kingdom only; and

4.7 Horus will not physically distribute Masters without the online equivalent being made available to Horus for distribution (unless no digital Master is created).

4.8 Horus will endeavour to respond to written communication within 48 hours between Monday to Friday.

5. DURATION OF RIGHTS AND TERMINATION:

5.1 By submitting a Master to Horus for distribution the Artist grants to Horus the exclusive right to distribute that Master for an initial period of three (3) months from the date of first release (the ‘Term’).

5.2 The Term of each Master shall automatically renew for successive further three month periods after the initial three-month Term unless notice is given by the Artist or Horus as stated in below prior to the end of any period.

5.3 The Term of any Master can be terminated by either the Artist or by Horus at the end of the initial three-month Term or at the end of any three-month renewal period provided that the terminating Party gives notice to the other at least thirty (30) days before the end of the then current period.

5.4 This Agreement may be terminated in its entirety by either Party on notice if:

5.4.1 It is in dispute with the other Party and the dispute is not resolved by the dispute resolution procedure in clause 13.9 below; or

5.4.2 The other Party goes into a voluntary or compulsory liquidation or a reconstruction for the benefit of creditors.

5.5 Horus may terminate this Agreement in its entirety by notice with immediate effect if the Artist does not provide correct communication details, breaches security on the Horus Music Client Platform, provides Masters that have been illegally obtained or not licensed, or is in breach of this Agreement or does anything that could cause harm between Horus and its partners.

5.6 Upon termination or expiration of this Agreement in its entirety for any reason, Horus shall immediately cease all exploitation use and distribution of the Masters and shall promptly delete all forms of the Masters from its website and from other platforms and delete or destroy all other items relating to the Artist, subject only to existing bona fide third party interests.

5.7  If for any reason Horus is obliged to issue a takedown notice to any online store or platform, Horus cannot be responsible, once that notice is issued, for any delay in the process of takedown by any store or platform, since that is outside of our control.

5.8  Takedown notices will be issued within seven (7) days of written notice to all stores unless the Artist has outstanding debts owing to Horus.

6. ACCOUNTING:

6.1 Horus will pay the Artist eighty per cent (80%) of all Net Receipts if the Artist has selected free distribution and one hundred per cent (100%) of Net Receipts if the Artist has selected paid distribution, and Horus will account to the Artist on a monthly basis within 30 days following the end of each calendar month.

6.2 Horus shall self-bill royalties owed to the Artist.  The Artist will be able to obtain a copy of the self-billing invoices from the Horus Music Client Platform along with any detailed reports.

6.3 The term “Net Receipts” shall, save as expressly provided to the contrary elsewhere herein, mean the total of all gross monies, fees, royalties and advances (hereinafter called “Gross Income”) actually received by Horus from the sales of the Masters after first deduction from Gross Income of all costs, fees, tax, VAT, file discounts and expenses incurred by Horus in connection with the same (including without limitation any music publishing royalties payable in respect of digital sales).

6.4 The Artist will be paid in the currency of Great British Pounds Sterling unless they request otherwise in writing to Horus.

6.4.1 If the Artist wishes to be paid into an account outside of the United Kingdom, then no payment of royalties will be made if the total due to the Artist for that month is less than ten Great British Pounds Sterling (£10.00).

6.4.2 If the amount due per month is less than ten Great British Pounds Sterling (£10.00), the total amount will be rolled over until the minimum amount has been reached.

6.4.3 The Licensor may request in writing a higher minimum payment.

6.5 Both Horus and the Artist will pay their own bank fees.

6.6 Horus will pay the Artist via Western Union.

6.7 If the Artist is based outside the UK any payment to the Artist will be subject to an overseas transaction fee as specified in Appendix One.

6.8 Horus shall maintain full and accurate books of account in relation to the digital and physical distribution of Masters. The Artist or his/ her representative shall be entitled not more than once in each calendar year on giving at least sixty (60) days written notice to Horus to inspect such books of account (insofar as they relate to the subject matter of this Agreement) at the offices of Horus during normal office hours, subject always to the following conditions:

6.8.1 All information obtained in the course of such examination shall be deemed confidential and shall not be disclosed to any third party (other than in confidence to the Artist’s professional advisers).

6.8.2 If such inspection reveals a shortfall in funds due to the Artist in excess of ten per cent (10%) then Horus shall contribute to the reasonable cost, which shall be pre-agreed in writing, of such audit (excluding any travel or accommodation costs) provided that the said accounting company is a chartered accountant located in England.

6.8.3 Any errors must be notified to Horus within 12 months of the statement date. Failure to notify within this period will constitute acceptance of the statement in its entirety.

6.9 Horus provides a daily statistical overview of sales and streams from certain stores (which supply the data to Horus) and will share this information with the Artist.  This data is a guide only to sales and streaming and does not form any part of the final monthly accounting.

7. TAXATION:

7.1 If Horus is obliged by the laws of any part of the Territory to deduct and withhold income or other similar tax from sums due to the Artist under this Agreement, Horus shall provide the Artist with a certificate of such deduction/withholding.

7.2 If the Artist is VAT (Value Added Tax) registered within the United Kingdom, Horus will self-bill itself on behalf of the Artist to ensure royalties are paid out quickly with VAT included.  No VAT payments will be made until the Artist has first signed a VAT Self Billing Declaration and provided a valid copy of their VAT certificate.

7.3 Artists based in Europe must still supply Horus with a VAT number if registered however no VAT is payable.

8. RIGHTS OF THIRD PARTIES (EXCLUSION):

For the purpose of the Contract (Rights of Third Parties) Act 1999, this Agreement does not, and is not intended to give any rights, or any right to enforce any of its provisions, to any person who is not party to it.

9. INTELLECTUAL PROPERTY:

9.1 All Intellectual Property Rights in the Masters and Materials are reserved to the Artist.

9.2 The Artist grants a licence to Horus for use of the Intellectual Property Rights in the Masters and Materials for the relevant Term(s) and agrees to indemnify Horus against any third party claims for infringement of such Intellectual Property Rights resulting from this licence.

9.3 The Artist warrants that the Artist is fully authorised to send to Horus any Masters the Artist submits for distribution and to permit Horus to sell and distribute such Masters, and that the Artist will be solely liable for all royalties or other sums due to the Artist and/or any other parties in respect of such sale and distribution (save music publishing royalties).

9.4 The Artist agrees to indemnify Horus against any claim made against it on the grounds that distribution of the Masters or use of any Materials is unauthorised.

9.5 The Artist agrees to indemnify Horus against any claim made against it in respect to the content of the Masters or Materials.

10. SELF PROMOTION:

The Artist is entitled to promote its Masters in any form the Artist chooses, notwithstanding any clause within this Agreement.

11. PIRACY:

11.1 If the Artist finds acts of piracy / unlawful copies of their Masters being sold on the internet or within stores, Horus will offer assistance on a basis mutually agreed in an attempt to ensure all unlawful sales are stopped at the earliest opportunity.

11.1.1 If Horus is involved in the removal of illegal sales, the Artist will be required to reimburse to Horus any legal fees Horus has incurred.

11.1.2 Horus is entitled to retain 50% of all income (after deduction of legal fees) received from any site or store involved in illegal sales.

11.2 If a third party alleges that any Master submitted for distribution by the Artist is infringing their copyright:

11.2.1 Horus will notify the Artist of such allegation and ask for its comments within 24 hours.  The party who has made the allegation will be copied in to such notice;

11.2.2 The Artist will be required to contact the alleging party and deal directly with them and where necessary provide necessary documentation proving it holds all necessary rights.  Horus must be kept up to date with how these discussions are progressing;

11.2.3 Horus has the right in its own discretion to take down the applicable Master(s) without notice or further consultation with the Artist.  Horus will not be held liable or in breach of contract for any content it removes from online stores or streaming sites on this basis; and

11.2.4 Horus has no obligation to account to the Artist for any sales of Masters that are shown to not belong to the Artist, and may require repayment of any sums paid to the Artist in respect of such sales.  The Artist will be held fully responsible for any illegal sales, accounting and dealing with any third parties in such matters.

12. ONLINE PLATFORM:

Horus will allow the Artist access to the Horus Music Client Platform on which it can upload its Masters, track its daily sales and streams, view and download monthly accounting statements and use a number of tools to help promote its Masters.  The Artist agrees that:

12.1 The Platform, along with all tools contained within, is the sole property of Horus;

12.2 All user names and passwords will remain confidential and will not be passed on to any other party or company;

12.3 Horus will not be liable for any services that may not be available on the Platform from time to time or if the Platform is offline for a period of time;

12.4 The Artist will not attempt to change, modify, copy or interfere with the programming code that operates the Platform;

12.5 The Artist will not attempt to break into secure areas of the Platform or access the hosting servers or compromise the platform’s security in anyway;

12.6 The Artist will not attempt to log into another user’s area;

12.7 The Artist will not show the Platform to any competitor of Horus;

12.8 Horus will ensure the Platform is kept secure and all assets are backed up on a regular basis;

12.9 Horus has the right to suspend any access to the Platform at any time; and

12.10 At times Horus may make available additional services via the Platform that are paid for services.  The Artist will not be charged for any service that it has not opted into.

13. MISCELLANEOUS:

13.1 All sums mentioned in these Terms and any rate card are exclusive of VAT.

13.2 Neither Party shall be liable to the other for any breach of these Terms caused by any act of God, war, revolution, riot, civil disturbance, strike, lock-out, flood, fire or other cause not reasonably within the control of that Party.  Horus will still account for any sums payable to the Artist unless the ability to do so is specifically affected.

13.3 Horus will not be liable if any Masters are refused by stores or removed from stores.

13.4 The Artist will be responsible for checking stores and reporting back to Horus any problems found.  Horus will use its reasonable endeavours to correct any problems reported to it to the extent it is with the control of Horus to do so.

13.5 The terms and conditions of this Agreement and its Annexes shall not be capable of variation except in writing signed by a representative of each Party.

13.6 The Artist agrees that he/ she has taken legal advice before signing this Agreement.

13.7 Each Party agrees that it will not publish or disclose (except to its professional advisors) any information concerning the business or affairs of the other part which is marked confidential, or which the party should reasonably understand to be confidential, except information which becomes available to the public (other than as a result of a breach of this clause) or becomes available to the receiving party from other sources free of restriction as to its use or disclosure.

13.8 Nothing herein shall be deemed to create a partnership between the Parties or the relationship of employer / employee.

13.9 The Parties will have a meeting or hold a telephone conference within fourteen working days of either Party receiving from the other a written notice of any dispute relating to this Agreement. If the dispute is not resolved the Parties will seek to resolve the dispute via mediation using the Centre for Effective Dispute Resolution.  Each Party will be responsible for its own costs.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the English Courts shall be the sole courts of jurisdiction.

By clicking buy from our shop and each time you deliver a new release to Horus, you are agreeing to the terms and conditions set out in this contract, dated on the day you submitted your release.

APPENDIX ONE

Horus Charges List

If additional work or services is needed, then the following will be charged to the Artist as stated in clause 3.1 and clause 3.2. Fees may be revised at the discretion of Horus at any time, but only after one month’s notice is given to the Artist.

Physical Releases 

  1. Returns of product (cost of items return from stores to Horus) – £1.00 for each unit.
  2. Courier charges – Actual cost plus 20%.
  3. Printing of EAN 13 barcodes and attaching to physical items – £1.00 per unit.
  4. Amazon UK store set up fee – £50.00 per release.

Digital Releases – Audio and Video

  1. Corrections and changes to Metadata once submitted and delivered to stores – £10.00 per amendment.
  2. Take down within 3 months of release – £100.00.
  3. Forced take down within 12 months of release due to piracy – £100.00
  4. Digital conversations of audio Masters e.g. CD to WAV – £50.00 per release.
  5. Format conversion of videos up to five minutes – £50.00 per video.
  6. Digital conversion and re-delivery of picture / artwork – £10.00 per file.
  7. Renaming and correcting Metadata and files to Horus specification for bulk uploading – £50.00 per release.
  8. Re delivery or changing of Musical Masters once delivered to stores – £25.00 per Master.
  9. Re delivery of Video Masters or changing Video Masters once delivered – £50.00 per Master.
  10. Urgent same day delivery (if delivered before 15:00 UK time) – £60.00 per release
  11. Mastering for iTunes (that also includes normal mastering file) – £20.00 per track.

Other Services

  1. Writing a one / sales sheet (2 revisions allowed) – £100.00 for each sheet created.
  2. Amendments and additions to one sheets £10.00 per amendment.
  3. 1 Day Artwork design (with 2 revisions) – £150.00
  4. Additional Artwork Revision – £25.00 per hour.
  5. PR Digital Marketing – £100 per week, 4 weeks minimum.
  6. Training to use client area – free for one hour.
  7. Uploading to client area – £60.00 per audio master, £75.00 for video.
  8. Overseas transaction fee (outside United Kingdom) – £3.00.
  9. Creation of Lyric Video – £150.00
  10. Chart Registration – £10.00 per release.

A Unit is defined as a single physical item or one digital configuration.

 

APPENDIX TWO – DIGITAL ONLY

Digital Files via Client Area

  1. Horus will only accept 16 bit, 44.100 KHz or 24-bit WAV, 44.100 kHz to 96 KHz audio files.
  2. Artwork must be JPEG / JPG, 3000 x 3000 pixels, 300 dpi and RGB minimum.  CYMK is not allowed.
  3. Metadata to be completed in full online.
  4. The above specification is subject to change. The Licensor will be notified by electronic mail.

APPENDIX THREE – PHYSICAL ONLY

Physical Products

  1. Physical products that are for distribution by Horus must be arranged by the Artist (including the licensing and payment of all mechanical royalties due).  CDR’s will not be accepted by Horus or any of their clients.
  2. Any booklets, J Cards or other types of printed material must be professionally printed.  Home printing is not accepted by Horus or any of its clients.
  3. Items for physical distribution must contain a bar code that may be either a EAN-13 or UPC-A.  Further information is available upon request.  To summarise: