GENERAL TERMS & CONDITIONS HOWL B.V.

ARTICLE 1- DEFINITIONS

1. Howl: Howl B.V., established in Amsterdam, The Netherlands and registered with the Chamber of Commerce under no. 83776486.

2. Customer: the natural person or legal entity entering into an agreement with Howl.

3. General Terms and Conditions: these General Terms and Conditions of Howl.

4. Services: the services provided by Howl to the Customer, based on the General Terms and Conditions.

5. Licensed Materials: this refers to the audio recordings (the ‘Masters’) and the musical compositions, including lyrics, contained on the master (the ‘Compositions’) and that Howl provides for licensing and that are selected for use by the Customer (such masters and compositions selected accordingly will be referred to collectively as the ‘Licensed Materials’). Any reference to ‘Licensed Materials’ refers to both each separate portion of the Licensed Materials and to the Licensed Materials collectively.

6. Agreement: any mutual acceptance, confirmed electronically, in writing or by e-mail, of the provision of one or more Services by Howl.

7. Parties: Howl and Customer together.

ARTICLE 2 - APPLICABILITY

1. These General Terms and Conditions apply to all Services provided by Howl, unless otherwise provided by agreement between the parties. The General Terms and Conditions of the Customer or any third parties do not apply to any Agreements.

2. Howl is authorised to amend the General Terms and Conditions unilaterally. Amendments also apply to previously signed Agreements. The Customer will be informed in a timely manner of any amendments to the General Terms and Conditions. If the Customer does not wish to accept amendments to the General Terms and Conditions, it will be entitled, until the effective date of the amendments, to terminate the Agreement in writing as of the date on which the amended conditions are to take effect. Once the effective date has passed, the Customer is assumed to have – tacitly – accepted the amendments.

3. Parties can only deviate from these General Terms and Conditions if they have explicitly agreed upon in writing, or by e-mail.

ARTICLE 3 - PROPOSALS

1. Proposals made by Howl are based on the information provided by the Customer. The Customer guarantees that it has provided all the information necessary to prepare, carry out and complete the project.

2. Any proposals prepared by Howl are without obligation. The proposals are valid for 14 days, unless otherwise specified. Howl will only be bound by the proposals if the other party confirms acceptance of the proposals in writing within 14 days, unless otherwise specified.

3. The prices listed in the above-mentioned proposals are exclusive of VAT and any other government levies, as well as of any expenses to be incurred as part of the Agreement, including shipping and administrative charges, unless otherwise specified.

4. If the acceptance departs from the offer included in the proposal (on minor points), Howl will not be bound by the proposal. In that case, the Agreement will not be formed in accordance with this deviating acceptance, unless otherwise specified by Howl.

5. A combined quote will not oblige Howl to perform a portion of the contract for a corresponding portion of the price quoted.

6. Upon acceptance of a quotation or offer without engagement, Howl reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer. 

ARTICLE 4 - FORMATION AND PERFORMANCE

1. The agreement is formed following written confirmation by Howl of the Customer’s verbal or written instruction.

2. The Customer will provide Howl in a timely manner with all documents, information and contacts required for the proper performance of the Agreement.

3. Howl will perform the work under the Agreement to the best of its judgment, expertise and ability.

4. If required for the proper performance of the Agreement, Howl will be entitled to have the work (or portions thereof) performed by third parties. Howl undertakes to make every effort to ensure that the agreed obligations are satisfied and quality levels are complied with.

5. Upon acceptance of a quotation or offer without engagement, Howl reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the Customer. 

ARTICLE 5 - PAYMENT

1. All goods and items delivered to the Customer will remain the property of Howl until they have been paid by the Customer. Howl reserves the right not to grant, or to revoke, the licence referred to in Article 9 entirely at its discretion if the payment is not made in time and in full.

2. The Customer must make the payment in euros, unless otherwise specified, without any deduction or discount, by transferring the amount to a bank account specified by Howl, no later than thirty (30) working days after the Services were provided, unless expressly otherwise agreed in writing. The date of payment is defined as the date on which Howl’s bank account is credited.

3. All payments referred to in the Agreement are in euros and are exclusive of VAT and other government levies.

4. Howl will invoice the Customer for the amounts payable by same. Payment terms are considered as fatal payment terms.This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, Customer is legally in default, without Howl having to send the customer a reminder or to put him in default. In such an event, Howl will be entitled, if and to the extent that there is sufficient correlation with the Customer’s failure or default, to suspend compliance with all Howl’s obligations towards the Customer. Furthermore, in such an event Howl will be authorised to increase the statutory interest by four per cent (4%) on the full amount payable, from the date when the payment should have been made to the date when the amount payable has been received by Howl. The Customer will compensate any and all expenses Howl is required to incur in order to collect the amount payable, including legal assistance, legal expenses and extrajudicial expenses, which expenses will constitute at least fifteen per cent (15%) of the amount payable, subject to a minimum of EUR 150.

5. If, after the formation of the Agreement but prior to the provision of the Services, the Customer’s financial position deteriorates substantially, Howl will be authorised to refrain from further performance of the Agreement, either in whole or in part, or to demand an amendment of the terms of payment.

6. Howl reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

ARTICLE 6 - TERM AND TERMINATION

1. The Agreement between Howl and the Customer is being entered into for an indefinite period, unless the nature of the contract determines otherwise or the parties expressly agree otherwise in writing.

2. Howl will be authorised to terminate the Agreement in writing immediately and without giving reasons if it regards the Customer as not creditworthy and/or if the Customer fails to comply with one or more obligations under the Agreement, either in whole or in part.

3. Howl will be entitled to terminate the Agreement immediately without any notice or default or judicial intervention if the Customer has been declared bankrupt, has applied for, or been granted, a moratorium or has otherwise lost the free disposal of its assets. In such an event, the Customer will not be entitled to any compensation whatsoever.

ARTICLE 7 - TERMINATION

1. In the event that the Customer terminates the Agreement for any reason whatsoever, Howl will be entitled to demand compliance.

2. If Howl accepts termination, it will be authorised to charge the Customer for any and all expenses incurred up to that time, plus a rate of 20% of the amount related to the Agreement in connection with lost profit.

ARTICLE 8 -  CONFIDENTIALITY

1. The two parties are required to maintain confidentiality regarding any confidential information they obtain as part of the performance of their Agreement, either from one another or from a third-party source. Information will be regarded as confidential if the other party has specified it as such or if this arises from the nature of the information.

2. If, pursuant to a statutory provision or legal decision, Howl is obliged to provide confidential information to third parties designated by the law or the competent court, and Howl cannot claim a right to immunity in relation thereto, either granted under the law or recognised or granted by the competent court, Howl will not be obliged to pay any compensation or indemnification, and the other party will not be authorised to terminate the Agreement on account of any loss arising as a result.

ARTICLE 9 -  INTELLECTUAL PROPERTY RIGHTS AND LICENCE

1. Notwithstanding the other provisions of these General Terms and Conditions, Howl reserves the rights and powers to which it is entitled under the Copyright Act [Auteurswet] and the Neighbouring Rights Act [Wet op de naburige rechten] or any other Intellectual Property Rights.

2. During the agreed period of use and within the agreed territory, Howl will provide the Customer with the exclusive right to use, edit and dub the Licensed Materials and to copy and broadcast (or have third parties broadcast) the dubbed Licensed Materials.

3. Use of the Licensed Materials is strictly limited to the use, media, period of use and territory as agreed.

4. No part of this agreement grants the Customer the right to produce, distribute or sell the Licensed Materials.

5. Sub-licensing of the Licensed Materials is permitted only with Howl’s prior written consent. However, the Customer will remain liable for complying with the obligations under the Agreement and the General Terms of Conditions, and guarantees that the sub-licensee acts in accordance with the above obligations, in connection with which the Customer indemnifies Howl.

6. No part of this agreement entitles the Customer to use any Licensed Materials as the theme song for a television programme or other production; such use can only be permitted following consultation with Howl and payment to Howl of an additional fee.

7. The Customer is not authorised to use the Licensed Materials in an unlawful manner.

8. The Customer agrees to provide credits in the manner customary within the industry in the
   manner described below, provided this is technically feasible: ‘[Performer’s name]/[Reference to special collection, if applicable]/Howl Amsterdam’, or in the manner specified by Howl.

ARTICLE 10 - HOWL’S OBLIGATIONS

1. Howl will provide the Services in compliance with the provisions of the Agreement.

2. Howl reserves the right to suspend the provision of Services to the Customer in whole or in part if the latter has failed imputably to comply with any obligation under this Agreement.

3. The Services are provided by Howl without any guarantees regarding availability, safety, efficacy and suitability.

4. The agreed delivery date is a target date; Howl reserves the right to postpone this date. Nevertheless, the Customer is required to comply with the payment obligation as described in Article 5.

ARTICLE 11- CUSTOMER’S OBLIGATIONS

1. The Customer will procure the Services in compliance with the provisions of the Agreement.

2. On commencement of the Services, the Customer is required to check the Services provided for accuracy, and to report any deficiencies to Howl in writing.

3. The Customer is prohibited from using any Services that are in violation with the Agreement, the General Terms and Conditions, the relevant and applicable statutory provisions, the Dutch Advertising Code and the care required in civil life.

4. The Customer recognises and agrees that, for specific types of use of the Licensed Materials, certain additional payments may need to be made to collective management organisations, and that, if this is the case, solely the Customer is responsible for making the payments in question. The Customer agrees to make all the required deposits and to instruct any third party that acquires the rights to do the same, to any relevant collective management organisations in any part of the territory where the Licensed Materials are broadcast or reproduced, including what is referred to as ‘cue files’, and further agrees to perform necessary actions, in accordance with practices customary in the industry, that enable the relevant collective management organisations to check and manage fees payable to the right holders in relation to the neighbouring and similar rights relating to the performance and reproduction of the Licensed Materials. Immediately on Howl’s request, the Customer will provide Howl with the information previously provided to collective management organisations or any other third parties involved.

ARTICLE 12 - LIABILITY

1. Howl cannot be held liable in any manner for any direct or consequential loss whatsoever arising from the relationship with Howl, unless such loss was caused by Howl deliberately.

2. In the event of an attributable breach of contract in complying with the provision of the Services specified in the Agreement, Howl will only be liable for replacement compensation, i.e. compensation of the value of the service not provided.

3. Any right to compensation is contingent on the Customer reporting the loss to Howl in writing within 48 hours of the Customer becoming aware of the loss or should be expected to be aware of the loss.

4. Without express written confirmation, Howl will not be bound in any manner by agreements made with subordinate members of our staff.

5. The Customer indemnifies Howl against any and all claims to compensation that third parties might enforce in relation to loss arising in any manner due to the lawful or careless use of the Howl Services provided to the Customer.

6. Howl’s liability is limited to the invoice value of the relevant invoice sent to the Customer.

7. Under no circumstances can the Customer claim compensation of loss resulting from loss of income by the Customer (arising in any manner whatsoever) or of compensation of indirect and consequential loss.

ARTICLE 13 - FORCE MAJEURE

1. ‘Force majeure’ is defined as: any circumstance occurring outside Howl’s control that prevents compliance with the Agreement either temporarily or permanently.

2. The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages and any other serious disruptions at Howl or any of its suppliers. 

3. Howl is not required to comply with obligations if it is prevented from doing so as a result of force majeure. In that case, Howl will not be required to pay any compensation in any form whatsoever, except under the provisions of Article 8 of Book 6 of the Dutch Civil Code.

4. If Howl has already satisfied part of its obligations to the Customer at the start of the force majeure event, it will be authorised to charge the Customer for the goods and/or services previously delivered to the Customer.

ARTICLE 14 - TRANSFER OF RIGHTS

1. The customer cannot transfer its rights deferring from an agreement with Howl to third parties without the prior written consent of Howl. 

2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code. 

ARTICLE 15 - CONSEQUENCES OF NULLITY OR ANNULLABILITY

1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions. 

2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Howl had in mind when drafting the conditions on that issue.

ARTICLE 16 - APPLICABLE LAW AND COMPETENT COURT

1. Dutch law is exclusively applicable to all agreements between the parties. 

2. Any disputes arising from an Agreement signed with Howl, if Howl and the Customer fail to reach an amicable solution to the dispute, will be submitted to the competent court in Amsterdam, including any summary proceedings, with the exception of any election of domicile in the Customer’s place of residence, which election is expressly reserved to Howl and any exceptions under mandatory law.

Drawn up on 24 Augustus 2021