: The person purchasing the distribution service will hereinafter be referred to as the “Artist” of the one part
(Company Number 05914312) whose registered office is at The Dock, 75 Exploration Drive, Leicester, LE4 5NU, ENGLAND, hereinafter referred to as “Horus Music”.
The Licensor and Horus Music are together called the “Parties” and each, individually, a “Party”.
This is a joint digital music and physical distribution contract. This contract is non-exclusive, which allows the Artist to make available to Horus Music any specific releases he/she chooses. Any release sent to Horus Music will then be treated as exclusive to Horus Music for the Territory unless otherwise agreed in writing. This contract is subject to the terms and conditions set out below.
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.
Original, fully edited, fully mixed down, audio and video master recordings delivered to Horus Music.
Any materials listed in clause one (1).
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.
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.
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 Music at the time the release as per clause 3.5.
‘Horus Music Client Zone Or Platform’
An online platform owned, developed and hosted by Horus Music 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 Music makes available at any time. This is known as
SUBJECT OF THE AGREEMENT
1. GRANT OF RIGHTS
1.1 The Artist hereby grants to Horus Music the right to distribute from its catalogue the following:
1.2. The Artists grants and certifies they have all licences, agreements and contracts in place giving them full legal rights and authority to distribute Masters and any of the material listed in 1.1.
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 Music the Artist grants to Horus Music the exclusive right to distribute that Master in the Territory in all media and to all services and platforms approved by Horus Music subject only to any restrictions notified to Horus Music in accordance with Clause 3.5. This track exclusivity is a requirement of all download stores and mobile and streaming sites supplied by Horus Music.
2.3 If any Master that is distributed by Horus Music is also found to be distributed by another company, Horus Music will ask the Artist to issue a take down notice. If the Artist does not cooperate or fails to deal with the issue, Horus Music may terminate this contract by written notice.
2.4 Horus Music 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 Music 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 Music will make the necessary changes unless the Artist requests Horus Music 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 ;
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 Music 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 Music at the time of delivery as explicit content;
3.7 Liaise with Horus Music to promote the Masters subject to prior commitments; and
3.8 Pay any invoices issued by Horus Music 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 Music shall agree the sum due with the Artist in writing prior to the date Horus Music issues the invoice.
3.9 Any technical issues or store problems must be raised in writing to Horus Music via ALR at horusmusic.co.uk.
4. HORUS MUSIC WILL:
4.1 Distribute the Masters using its own in-house digital delivery platform () or other means to all its partner stores and services from time to time except any notified to Horus Music 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 Music 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 Music 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 Music;
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 Music’s own online store where appropriate) and retail stores in the United Kingdom only; and
4.7 Horus Music will not physically distribute Masters without the online equivalent being made available to Horus Music for distribution (unless no digital Master is created).
4.8 Horus Music 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 Music 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 Music 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 Music 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 Music may terminate this Agreement in its entirety by notice with immediate effect if the Artist does not provide correct communication details, breaches security on , provides Masters that have been illegally obtained or not licensed, it is deemed the Artist does not hold legal Master or Publishing agreements or authority to distribute or is in breach of this Agreement or does anything that could cause harm between Horus Music and its partners.
5.6 Upon termination or expiration of this Agreement in its entirety for any reason, Horus Music 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 Music is obliged to issue a takedown notice to any online store or platform, Horus Music 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 Music.
5.9 Horus Music will suspend accounts of any artist who makes disparaging remarks in any public forum or internet site about Horus Music and its services.
6.1 Horus Music 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 Music will account to the Artist on a monthly basis within 30 days following the end of each calendar month.
6.2 Horus Music shall self-bill royalties owed to the Artist. The Artist will be able to obtain a copy of the self-billing invoices from 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 Music 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 Music 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 Music.
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 Music and the Artist will pay their own bank fees.
6.6 Horus Music 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 Music 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 Music to inspect such books of account (insofar as they relate to the subject matter of this Agreement) at the offices of Horus Music 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 twenty per cent 210%) then Horus Music 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 Music within 6 months of the statement date. Failure to notify within this period will constitute acceptance of the statement in its entirety.
6.9 Horus Music provides a daily statistical overview of sales and streams from certain stores (which supply the data to Horus Music) 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.6.10 Horus Music shall have the right to suspend payments of royalties and income for a reasonable period (up to a maximum of 36 months and up to an amount commensurate with any losses, damages or costs which may be incurred by reason of any breach of these terms and conditions) if at any time the Artist is in breach of any clause of this agreement.
6.11 Horus Music shall have the right to refuse all royalty and income payments under clause 11 below, where a breach of law has occurred or where ordered by a Court of Law.
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 Music 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 Music 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 Music 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 Music for use of the Intellectual Property Rights in the Masters and Materials for the relevant Term(s) and agrees to indemnify Horus Music 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 Music any Masters the Artist submits for distribution and to permit Horus Music 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 Music 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 Music 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.
11.1 If the Artist finds unlawful copies of their Master being sold on the internet or within stores, Horus Music 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 Music is involved in the removal of illegal sales, the Artist will be required to reimburse to Horus any legal fees Horus Music has incurred.
11.1.2 Horus Music 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, Master or Publishing right:
11.2.1 Horus Music 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 Music must be kept up to date with how these discussions are progressing;
11.2.3 Horus Music has the right in its own discretion to take down the applicable Master(s) without notice or further consultation with the Artist. Horus Music 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 Music has no obligation to account to the Artist for any sales or streaming of Masters that are shown to not belong to the Artist or where necessary Master or Publishing agreements or licences are not in place. Horus Music may require repayment of any sums paid to the Artist in respect of such sales.
11.2.5 The Artist will be held fully responsible for any illegal sales, illegal activity, accounting and dealing with any third parties in such matters.
12. ONLINE PLATFORM:
Horus Music will allow the Artist access to 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 MyClientZone, along with all tools contained within, is the sole property of Horus Music;
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 Music will not be liable for any services that may not be available on MyClientZone from time to time or if MyClientZone 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 ;
12.5 The Artist will not attempt to break into secure areas of MyClientZone or access the hosting servers or compromise MyClientZone’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 MyClientZone to any competitor of Horus Music;
12.8 Horus Music will ensure is kept secure and all assets are backed up on a regular basis;
12.9 Horus Music has the right to suspend any access to MyClientZone at any time; and
12.10 At times Horus Music may make available additional services via that are paid for services. The Artist will not be charged for any service that it has not opted into.
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 Music will still account for any sums payable to the Artist unless the ability to do so is specifically affected.
13.3 Horus Music 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 Music any problems found. Horus Music will use its reasonable endeavours to correct any problems reported to it to the extent it is with the control of Horus Music 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.
HORUS MUSIC 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 Music at any time, but only after one month’s notice is given to the Artist.
DIGITAL RELEASES – AUDIO AND VIDEO
A Unit is defined as a single physical item or one digital configuration.
APPENDIX TWO – DIGITAL ONLY
DIGITAL FILES VIA CLIENT ZONE
APPENDIX THREE– PHYSICAL ONLY