1 – GENERAL DESCRIPTION OF SERVICE
The Dify Music service (hereafter the “Service”) is published as defined in the Act on confidence in the digital economy by the DIFY GROUP company (hereafter the “COMPANY”).
It allows its Users to create a personalized “Artist Page” in the Service and directly integrate links to their personal pages available online and/or to all websites dedicated to their artistic activity. The Service also allows them to sell their products (merchandise, recordings, etc.) online, by activating the “e-shop” Service that is for them to create and customize within the Service.
The User has at their disposal, according to their needs, the following ways of “marketing” their Products:
Under the Basic “DIY” Service, the user freely sets the selling price for their products to the customers. The COMPANY charges a one-time, flat fee called the “entrance fee”, payable only during the first sales conducted by the User’s "e-shop" Service. Afterwards, the COMPANY charges a commission fee based on a percentage of the amount received. These fees are detailed in section 6 below.
As part of the “On Demand” Service, the COMPANY provides a price list of products available that the User acknowledges and accepts in full. The User sets the sale price of their Product to the customers in their “e-shop” space. The COMPANY invoices the User when an order is shipped to the User’s customer.
The User may, upon specific request and after agreement by the COMPANY, have the “marketing” of their Products at their disposal in the following ways:
As part of the “On Stock” Service, the user sets the sale price for their products in agreement with the COMPANY to their customers. The COMPANY charges a commission, consisting of a variable part and a fixed part, payable only upon shipment of the order received by the User’s “e-shop” Service.
It is specified that the COMPANY, in the “e-shop” Service, collects monies directly from the customers making purchases of online Products, as provided herein. The amounts received by the COMPANY, on behalf of the User is payable online, at the express request of the User from their “Admin Space”. However, the User can be decided to keep, indefinitely, these amounts in their User account, notably, funding offers and/or new features, “Hot Deals” or additional features or applications that can be available from the Service by the COMPANY.
2 – DEFINITIONS
By “Merchandising Products”: we mean any physical “merchandising” product (such as clothing, goodies etc.) reproducing personalized content (such as photographs, name/nickname, logo etc.) related to a group or artist .
By “Recording media”: we mean any physical CD, DVD or vinyl recording media, reproducing the audio and/or video services of a group or artist and in which the User has exclusive operating rights to such as a music producer, distributor and/or licensee.
By “Products”: we mean the merchandising Products and/or Recording media.
By “Associated items”: we mean any image content (including photographs, logo etc.), text (such as biographies) and/or events (concert dates etc.) of a group or artist put online by the User from the Service solely for the purpose of customizing their E-shop.
By “Artist Pages”: we mean all pages hosted by the COMPANY, with a dedicated Dify Music URL, accessible from the pages and/or personal websites of the User and need, to be activated, the completion of a registration form (email address, password, Page name, URL Label, etc.). An Artist Page, at the discretion of the User, can contain:
By “E-shops”: we mean all pages hosted by the COMPANY, providing a dedicated Dify Music URL, accessible from the pages and/or personal websites of the User and need, in order to be enabled, the posting of an “E-shop” application and of the Products and Associated Items. An E-shop, at the discretion of the User, can contain:
By “Administrator area”: we mean the interface that allows the User to create and manage their Page, follow their sales (including notification and order tracking, possible complaints from customers) and request payment of their remuneration. The Administrator area is managed by the COMPANY who has access to, for this purpose, which the User expressly acknowledges and accepts.
By “Hot Deals”: we mean any “promotional” offers that can be offered to the User by the COMPANY in order to diversify its products along with the appeal of its E-shop. In particular, the financial terms of a "Hot Deal" are subject of a specific offer submitted to the User for approval.
By “Users”: we mean any natural or legal person, including in particular labels, artists, festivals owning all the rights necessary for operation, in accordance herewith, of the Products and Associated Items.
By “Service”: we mean the service that is accessible at the “difymusic.com” URL allowing for the online creation of Artists Pages and/or the “E-shop” app for the sale of Products in the framework of all or part of the “DIY”, “On Demand” and “On Stock” services.
3 – APPLICATION OF THESE TERMS OF SERVICE
Enrollment in the Service shows express acceptance by the User of these general terms and conditions. The Company reserves the right to modify them at any time, provided that these Terms shall prevail, except for special conditions issued or expressly accepted by the COMPANY, on all other documents and conditions.
4 – ENROLLMENT IN THE SERVICE
Prior to the creation of their “Artist Page”, the User must create a customer account described in section 3 of the general terms and conditions of the “Dify Music” Service.
4.1 Access to the Service is subject to the creation of an Artist account that requires the transmission of information and the following identifying information:
Every valid registration application is subject to confirmation by e-mail indicating to the User that their Artist account has been activated and the passwords and ID that are automatically delivered to them can be modified.
4.2 The User can then create their “Artist Page”. If they choose to include an “E-shop” application on their page, the User must provide the following billing information:
For companies, if applicable:
5 – MARKETING OF PRODUCTS
5.1 Users not subject to French VAT
5.1.1 The User sets the sale price for the Products that they display, within the field provided for this purpose, in their Admin Area – “My Store” section – “Product” tab. When using the "DIY" Service, the User displays, from this same section, the amount of shipping costs for their Products.
The “My Store” section – “Product” tab automatically generates, and from the information by the User regarding the sale price to the public of their Product, the amount, is calculated in accordance with Section 6.1, and the COMPANY is remunerated for the usage of the “e-shop” Service.
The first day of each month, the COMPANY automatically generates the invoice summarizing the orders invoiced on the previous month, the remuneration of the Service and the amounts to be returned to the User by the COMPANY.
5.1.2 Sales are automatically billed by the Service to the customer, in the name and on behalf of the User. The sales are then collected from the customer by the COMPANY on behalf of the User. The User has, at their disposal, the Admin Area to access all invoices issued by the COMPANY on their behalf.
5.1.3 Marketing of Products shall operate according to the sales terms and conditions of the Service that the User fully acknowledges and accepts.
5.2 Users subject to French VAT
5.2.1 The User sets the sales price (including VAT) of their Products that they display, within the field provided for this purpose, in their Admin space – “My Store” section – “Product” tab. When using the “DIY” Service, the User displays, from this same section, the VAT amount of the shipping costs of their Products.
The “My Store” section – “Product” tab automatically generates, and from the information by the User regarding the sale price to the public of their Product, the amount calculated in accordance with Section 6.2, of the price excluding sales tax of their Product by the COMPANY. The bill for that purchase price by the COMPANY to the User will be prepared and issued by the COMPANY and for the User account upon completion of the sale of a Product to a customer.
5.2.2 Sales are billed and collected from the customer by the COMPANY. The user has, at their disposal from the Admin Area, access to all invoices issued by the COMPANY to customers and/or on its behalf by the COMPANY.
5.2.3 Marketing of Products shall operate according to the general sales terms and conditions of the Service that the User fully acknowledges and accepts.
6 – REMUNERATION
6.1 Users not subject to French VAT
The remuneration of the COMPANY for usage of the Service varies according to the method of marketing and corresponds to:
On the total amounts collected by the Service (including delivery charges), the COMPANY invoices to the User:
The User also collects (after deduction of commission referred to above) all of the shipping costs that the COMPANY has collected on its behalf, from the client.
The COMPANY invoices the cost of the manufacture and shipping of the products to the User, according to the VAT fee schedule in force that the User acknowledges and accepts fully.
On the total selling price to the public of the Product as entered by the User, the COMPANY charges a fee equal to 20% VAT for each additional Product and a set flat rate of 1 euro VAT.
6.2 Users subject to French VAT
During an order saved in the User's e-shop, the COMPANY:
The purchase price VAT of the products by the COMPANY to the User varies, depending on the marketing method chosen, and corresponds to:
The purchase price of the Products as described above includes VAT, which the User expressly acknowledges and accepts.
6.3 The User has from the “Bank” section – “Earnings” tab in their Admin Area access to:
6.4 The amount of the User's remuneration during collection becomes available for payment at thirty (30) days end of month from the date of the order by the customer.
6.5 Payment of any available remuneration due to the User is performed exclusively at their request and at any time. Payment will be made within five (5) business days following receipt by the COMPANY of their request for payment. It is made by bank transfer, secured online, without any bank fees.
7 – OBLIGATIONS OF THE COMPANY
7.1 The COMPANY undertakes to carry out the shipping of products sold as part of the “On Demand” and “On Stock” Services in compliance with the general sales terms and conditions of the Service.
7.2 The COMPANY undertakes to handle any complaints from customers regarding orders of Products sold as part of the “On Demand”, “On Stock” and “DIY” Services. These claims are directly supported by its customer service available Monday through Friday from 9am to 6pm. Any complaints from a customer about a Product sold under the “DIY” Service is sent through the COMPANY to the User to remedy that as part of the conditions of Section 8.1 below.
The COMPANY therefore undertakes to manage exchanges, returns and potential refunds of Products in accordance with Sections 7.5 and 7.6.
7.3 The COMPANY undertakes to ensure at its expense (especially in case of fire, explosion, sabotage, theft and water damage) Products that are stored on its premises and upon the condition that the User has forwarded notification of the values of its Products. In any event, the COMPANY, in case of damage, will issue a refund to the User for the full amount including taxes it will charge, if applicable, of its insurer, the User waiving all rights to recourse whatsoever in this regard.
7.4 The COMPANY undertakes to compensate its Customers of all damages that may result from, if applicable, defective features and/or non-compliant Products marketed under the Service without prejudice to the right of the COMPANY to seek the guarantee of the User in accordance with Section 9.6 below.
7.5 Any cancellation of an order for a Product sold as part of the “On Demand”, “On Stock” and “DIY” Services leads to reimbursement of the customer by the COMPANY. In this case, the COMPANY will debit the User’s account for the credited amounts, in accordance with Section 6, extended:
Any product offered as part of the “On Demand” Service and subject to return by the customer, and will be at the discretion of the User to be offered again for sale through the “On Stock” Service and thus stocked by the COMPANY in accordance with Section 8.2, shipped back to the User, at the exclusive expense of the latter, and through a request for return of “inventory” that may be addressed every 3 (three) months writing to the COMPANY.
7.6 Any request for the exchange of products, sold as part the “On Demand” and “On Stock” Services, is handled by the COMPANY. All fees for the return and re-shipment of products not supported by the Customer, and collected by the COMPANY shall be debited from the User's account. Any request for the exchange of products, sold as part the “DIY” Services is handled by the User, in accordance with Section 8.1.
7.7 All amounts debited from User’s account, in accordance with Sections 7.5 and 7.6, will be carried over on the monthly sales reports that are accessible from the Admin Area. Their payment therefore operates in favor of the COMPANY by offsetting the amount available and in the User’s account.
In the event, however, that the User’s account contains a negative balance, these amounts may at the discretion of the COMPANY or be re-charged at any time to the User or be maintained as debit in their account and offset against any amount they would subsequently be credited. It is specified that if the User, in the event of payment default of any sum invoiced to them pursuant to this Section by the COMPANY, their account may be suspended and/or terminated at the initiative of the COMPANY in accordance with Section 11 below.
8 – OBLIGATIONS OF THE USER
8.1 The User agrees as part of the “DIY” service to:
It is specified that the COMPANY, in the absence of any Product delivery, will proceed under the conditions of Section 7.7 and without prejudice to what is stipulated in Section 11, to the recovery of the purchase price including VAT of the Product as set for in Section 6 of up to the amount of the profit margin as defined in Section 6.1 (i) or Section 6.1 ii);
8.2 The User as part of the “On Stock” Service, carried out within their responsibility and at the cost of shipping products to the storage location of the COMPANY and their possible shipping from the storage location of the COMPANY, to all locations at the discretion of the User and that it will indicate this in writing to the COMPANY. The receipt of the Products by the COMPANY results in the issuance of a warrant, signed by both parties, stating the amount and type of Products received by the COMPANY. The User remains the owner of these Products, for the duration of their storage by the COMPANY, until the final validation (being understood as the payment) of the order by the customer.
8.3 The User agrees, when they are online in the Service, to carry out a fully consistent description of their Products.
8.4 The User agrees that all the information they enter when registering for the Service to the COMPANY is accurate and up to date; the User undertakes to inform the COMPANY from the Admin Area and without delay of any change in such information.
8.5 The User agrees not to make use of personal customer data, that it may be necessary to gather through the Service, other than those specifically authorized by the client, and for the collection and treatment of it which the COMPANY will have notified them of to get an authorization from the CNIL. The personal data of customers will remain in any case, and unless the parties agree otherwise, the property of the COMPANY.
9 – USER GUARANTEES
9.1 The User declares to be the holder and/or assignee of all rights (including copyright and related rights of performers and producers) relating to all audio and/or video content reproduced on the Recording media and necessary for their operation, in accordance herewith, through the Service.
The User further acknowledges that all audio and/or video content reproduced on the Recording media do not in any way affect the rights held by third parties and guarantees the COMPANY of all remedies in this respect.
9.2 The User is solely responsible for payment of all amounts due to rights holders (including authors, performers etc.) of the audio or video content reproduced on the Recording media, as part of their marketing through the Service, and expressly guarantees COMPANY of all remedies in this respect.
9.3 The User declares to have paid for the mechanical reproduction rights relating to the manufacture of the Recording media sold through the Service and expressly guarantees the COMPANY of all remedies in this respect.
9.4 The User declares to be the holder and/or assignee of all intellectual property rights (including the so-called "merchandising" rights) relating to the products and necessary for their operation in accordance herewith, through the Service. The User also declares to hold all intellectual property rights (including copyrights, trademarks etc.) related to the Associated items and all rights to the name, pseudonym and/or image of the groups or artists for their use in accordance with these, through the Service. The User expressly guarantees the COMPANY all claims of third parties (notably included artists, producers, licensees etc.) in this regard.
9.5 Users are solely responsible for the content published from personal pages and/or any websites dedicated to their artistic activity and embedding links into their e-shop, the COMPANY expressly disengaging from any liability in this regard. It is also specified that the COMPANY assumes no liability for content posted on third-party sites (download platforms) that refer all links that the User would have embedded on their e-shop.
9.6 The User agrees to release the COMPANY from any financial consequences and generally ensures the COMPANY against any claims or actions that can be brought against it by customers or any third parties for the marketing of Products from the Service and can, in particular, result from a defective or non-compliant Product. Moreover, the User ensures the COMPANY against any financial consequences and all claims of clients or third parties, which may result from the User's breach of their obligations, in particular regarding Section 8.1 pursuant to shipping, as part of the “DIY” Service, of their Products.
10 – TERMINATION OF USE OF THE SERVICE
The User may, at any time, decide to end the use of the Service by notification from their Admin Area to the COMPANY. In the event of termination of the use of Service, the COMPANY will send the User within a reasonable time and if it is necessary:
11 – SUSPENSION/TERMINATION OF THE ACCOUNT BY THE COMPANY
In the event of complaints from third parties relating to the usage of the Products and/or Associated Items, the COMPANY can suspend automatically and without notice the marketing and/or the posting of Products and/or Associated Items involved as well as the payment of all amounts due to the User pending any information relevant to the complaint.
In any case, the COMPANY is the sole judge of whether to remove permanently, if necessary, access to Service by any User in serious breach of their obligations and this without further formality than sending a registered letter in notifying them, the COMPANY furthermore reserving all claims or actions against the User in violation.
12 – COLLECTION AND PROCESSING OF PERSONAL DATA
The personal data collected and further used by the COMPANY, from the Service, include those that the User transmits by means of the registration forms to the Service. The Service and the personal data collected from the User have been declared to the CNIL on 20-10-2011 under the number 1540356, in accordance with Data Protection Act No. 78-17 of 6 January 6, 1978 regarding computers, files and liberties.
In accordance with Articles 38 and following the aforementioned law, the User has the right to information, opposition, access and rectification of their relevant personal data. This right is exercised by sending a letter by basic post to the registered address of the COMPANY, or by email to the following address: email@example.com indicating the following: last name, first name, date and place of birth, mailing address and email.
13 – MODIFICATION/INTERRUPTION OF SERVICE
13.2 The COMPANY shall not be liable for technical problems beyond its Service (including maintenance or network problems) that could cause a momentary interruption of the Service, the User also recognizing this accepts the constraints and limitations of the Internet, particularly with regard to information data transmission by means of networks and data breaches.
14 – APPLICABLE LAW