General terms and conditions

GENERAL TERMS AND CONDITIONS

Version 1.0

Date: 01/09/2026

 

Article 1: General

1.1 These general terms and conditions (hereinafter: "General Terms and Conditions") apply to all quotes and agreements between the customer (hereinafter: "Customer") and Karel Claeys, with address at 8020 Oostkamp, Wielewaalstraat 13, Belgium, and with company number 0802822973 (hereinafter referred to under the trade name "Soundset"). These General Terms and Conditions, together with any special terms and conditions that further describe the contractual relationship and that take precedence over the General Terms and Conditions (e.g., a fee quote) (hereinafter: "Specific Terms"), together form the agreement between the parties (hereinafter: "Agreement").

1.2 Quotations are valid for one month, unless the quote specifies a different period of validity. Once a quote has expired, any acceptance of it by the Customer is no longer valid. Every quote from Soundset is without obligation until the Customer accepts it (either by signing it or by electronic confirmation, e.g. by email), as a result of which an Agreement is deemed to have been concluded in full and legally valid.

1.3 By entering into an Agreement with Soundset, the Customer declares to be bound by these General Terms and Conditions and expressly waives any deviating terms and conditions. Any changes to the Agreement are only possible if agreed in writing between the parties.

 

Article 2: Subject

2.1 The Customer enters into the Agreement with a view to Soundset performing certain services that it provides as a sound engineer (hereinafter: "Services") and/or the use or rental of specific equipment (hereinafter: "Goods") as further described and agreed in the Specific Terms.

2.2 Soundset shall make every reasonable effort to perform the Agreement with the necessary expertise that may be expected from a professional service provider. The performance of the Agreement by Soundset shall never be considered a commitment to achieve a specific result or a guarantee.

2.3 Soundset may outsource the Agreement or parts thereof to third parties or have it performed by third parties.

2.4 Any interventions by third parties are not included in the price and will be charged separately, unless explicitly agreed otherwise.

 

Article 3: Performance

3.1 When performing the agreed Services as a sound engineer, a technical script will be prepared and delivered to Soundset where relevant. The approval of the technical script by the Customer, or the absence of feedback from the Customer, will be considered as acceptance of the manner in which Soundset will perform the Agreement.

3.2 When performing Services relating to audio mixing and audio mastering, the agreed budget includes one (1) draft version of the works and one (1) revision by the Customer, unless agreed otherwise. If additional revisions are requested, this will be considered as Additional Work (as defined below).

3.3 The Customer shall communicate all relevant specific preferences regarding the Services to be performed and/or the Goods to be delivered. Soundset is free to take these preferences into account or not, to the extent that this is reasonably possible, taking into account, inter alia, the nature of the assignment, the technical possibilities, and the agreed budget.

3.4 If the Services are performed at a specific location, the Customer guarantees that the location will be fully accessible at the agreed time of performance. The Customer guarantees that the location is professionally furnished and equipped for the performance of sound engineering work, taking into account Soundset's requests and instructions where applicable.

3.5 If the Customer is asked for feedback on delivered work or interim deliveries (such as trial versions of audio mixes or mastered audio tracks), the Customer accepts that their approval implies acceptance of what has been performed and delivered, so that any non-conformities in this regard are accepted from that point onwards.

3.6 Without prejudice to the previous paragraph, any complaint regarding the performance of the Agreement by Soundset must be communicated to Soundset in writing within 8 days of delivery. Non-conformities or material errors attributable to Soundset, which were reported in a timely manner and which have not already been accepted by the Customer in accordance with the previous paragraph, will be rectified by Soundset within a reasonable period of time.

 

Article 4: Use of goods

4.1 If the Customer rents or uses Goods from Soundset, ownership of the Goods shall remain entirely with Soundset.

4.2 The Customer is responsible for investigating whether the choice of Goods is suitable for use in the circumstances he has in mind. Soundset does not provide any guarantee whatsoever as to the suitability of the Goods for the Customer's intended purpose, even if the Customer has sought and obtained advice from Soundset.

4.3 Unless otherwise agreed, the Customer must collect the Goods from the address of Soundset address and, after the rental or usage period, return them in the same condition to the same address. Late return of the Goods will result in compensation of 50% of the agreed amount for the rental/use of the Goods.

4.4 The Customer guarantees that it will take all measures to prevent damage to, destruction, loss, or theft of the Goods, as well as to prevent physical injury. Soundset accepts no liability in this regard. The Customer shall compensate Soundset for any damage to the Goods that occurs during the rental or use period. The Customer also guarantees that he is adequately insured in this regard.

 

Article 5: Cancellation by the Customer

5.1 If the Customer wishes to cancel the Agreement in whole or in part, the Customer is in no way entitled to a refund of any advance payments. If such total or partial cancellation is communicated to Soundset within one (1) week before the agreed date of performance, the Customer shall in any case owe 50% of the (remaining) amounts for the canceled Services and/or Goods. Soundset is also entitled to payment by the Customer of all costs already made by Soundset for the performance of the Agreement. If the actual damage suffered by Soundset because of the cancellation by the Customer is higher and Soundset can demonstrate this, Soundset is entitled to payment by the Customer of its higher and actual damages.

 

Article 6: Price and payment

6.1 The prices are agreed in the Specific Terms. All amounts include VAT unless otherwise stated in the Specific Terms.

6.2 Unless otherwise agreed, Services relating to live sound engineering and recordings will always be performed at Soundset's current hourly rate.

6.3 Soundset is entitled to request payment of one or more advances as a condition prior to the commencement of the Services.

6.4 Soundset will invoice the Services provided according to the times it determines itself. If the contractual assignment is divided into interim delivery phases, Soundset will in principle (but without being obliged to do so) invoice after completion of a phase, regardless of the Customer's approval of what has been delivered at that time.

6.5 If the Customer is acting in a business capacity, they agree to receive and process Soundset's invoices via the Peppol network in accordance with EN 16931.

6.6 The Customer is obliged to pay all amounts due within 14 days of the invoice date.

6.7 Any invoice protest must be communicated to Soundset by registered mail no later than 8 days after the invoice date, with a clear description of the reason for the protest. In the absence of a protest within this period, the content of the invoice and the invoiced Services/Goods shall be deemed to have been accepted by the Customer.

6.8 In the event of late or non-payment of any amount due under the Agreement, and notwithstanding any protest by the Customer:

  • Soundset shall be entitled to suspend further performance of the Agreement and not to make the works available to the Customer until the amounts due have been paid in full and without reservation. Any agreed performance dates shall also automatically lapse unless Soundset notifies the Customer otherwise.
  • The Customer shall, if acting as a consumer, receive a first payment reminder without added costs, stating the potential costs as mentioned below in the event of continued non-payment. The Customer-consumer must then pay the outstanding amounts within 14 days of the payment reminder being sent. In the event of non-payment within this period, Soundset is entitled to charge conventional late payment interests at the interest rate determined in accordance with the Belgian statutory interest rate, as well as a fixed compensation calculated as follows with regard to the Customer-consumer:
    • Debts below 150.00 EUR: 20.00 EUR.
    • Debts between 150.00 EUR and 500.00 EUR: 30.00 EUR plus 10% on the portion above 150.00 EUR.
    • Debts above 500.00 EUR: 65.00 EUR plus 5% on the portion above 500.00 EUR, with a maximum of EUR 2,000.00.
  • If the Customer is acting in a business capacity, Soundset is by operation of law and without notice of default, entitled to a conventional late payment interest from the due date of the invoice at the interest rate determined in accordance with the statutory interest rate, which, in the case of a business customer, is determined in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, as well as a fixed compensation of 10% of the amount due, with a minimum of EUR 50.00. 

6.9 Late payment of an invoice shall result in all other outstanding invoices becoming immediately due and payable, even if the due dates of these invoices have not yet expired.

6.10 If the Agreement is performed on behalf of two or more natural or legal persons, these persons shall each be jointly and severally liable for the full performance of the obligations arising from the Agreement.

6.11 In the event that the contractual relationship is terminated, Soundset may apply set-off between all mutual established claims with the Customer, regardless of when the claims in question are due and payable.

6.12 The submission by Soundset of an account statement or other document from its accounts shall suffice to determine the amount of its claim against the Customer and to provide proof thereof.

6.13 If the price (or part thereof) is determined on a fixed basis, this is based on the estimated working time and any costs already estimated in relation to the contractually agreed assignment as described in the Specific Terms. This budget takes into account reasonable requests from the Customer for adjustments based on the number of agreed revisions or feedback. However, the agreed budget does not take into account requirements, wishes, preconditions, or expectations that do not fall within the scope of the Services, or that were not, or not fully, or insufficiently clearly communicated to Soundset at the time of entering into the Agreement (hereinafter: "Additional Work"). If Additional Work is requested or needs to be performed, it will be carried out at Soundset's hourly rate applicable at that time, unless the parties agree on a specific additional budget. Notwithstanding the foregoing, Soundset is entitled to refuse requests to perform Additional Work, without prejudice to its right to invoice the Services provided in full.

 

Article 7: Intellectual property

7.1 The intellectual property rights (including copyright) relating to the delivered works in their final version shall be transferred in full to the Customer for all modes and forms of exploitation, worldwide and for the entire duration of the respective intellectual property right. This transfer is subject to the suspensive condition of full payment of all invoices for the Services performed. The transfer shall not take place partly after payment of an interim invoice, but only in full after payment of all interim invoices and the final invoice.

7.2 However, the previous paragraph does not imply any transfer of any applicable intellectual property rights to Soundset's prior knowledge and know-how that has been used or implemented in the delivered works.

Article 8: Liability

8.1 Soundset shall not be liable for any damage resulting from the negligence, omission, or non-compliance with a contractual provision by the Customer, or from a non-contractual default or violation of the general standard of care by the Customer.

8.2 The legal provisions regarding non-contractual liability between the Parties themselves, as well as between a Party and the auxiliary persons of the other Party, are excluded to the extent permitted by law.

8.3 Except in cases of intent or gross negligence, Soundset shall not be liable for or obliged to compensate for immaterial, indirect, or consequential damage, including (but not limited to) loss of profit, loss of turnover, loss of expected savings, administrative or personnel costs, an increase in general costs, loss of clientele, damage to reputation or claims from third parties.

8.4 Without prejudice to the Soundset provisions, Soundset's total contractual and non-contractual liability for all claims that may arise during the entire duration of the contractual cooperation shall at all times be limited to the amount invoiced by Soundset to the Customer in the twelve months preceding the events for which Soundset's liability is invoked. However, under no circumstances shall Soundset's liability for any type or category of damage exceed the amount for which Soundset's liability insurer is prepared to intervene. A series of related events giving rise to liability on the part of Soundset shall, for the purposes of this article, be considered as a single set of events giving rise to the same dispute. In this case, Soundset's total liability for this set of events shall not exceed the above-mentioned amounts.

8.5 Nothing in these General Terms and Conditions shall be construed as a limitation or exclusion of liability of any party in the event of intent, deceit, fraud, or liability of that party for death or personal injury.

8.6 If Soundset is prevented from (further) performing the Agreement due to temporary force majeure, the performance of the Agreement will be suspended until the situation of temporary force majeure has ended. If the situation of force majeure is permanent (which will be the case, for example, if a temporary situation of force majeure continues for an uninterrupted period of three months), Soundset is entitled to terminate the Agreement in whole or in part by written notice without judicial intervention and without any obligation to pay compensation. Such termination shall be without prejudice to Soundset's right to payment by the Customer for Services or Goods already delivered by Soundset before the force majeure situation arose. Force majeure within the meaning of this provision is understood to mean any event or circumstance beyond the reasonable control and through no fault of Soundset that prevents the latter from (further) performing the Agreement, such as, but not limited to: illness, death, government intervention, terrorism, wars, natural disasters, fires, sabotage, strikes, riots, robberies, material defects, etc.

8.7 Any claim by the Customer against Soundset shall lapse by operation of law if it has not been brought before the competent court within one year after the facts on which the claim is based were known or could reasonably have been known to the Customer.

 

Article 9: Termination and dissolution

9.1 Soundset may terminate the Agreement on its own authority and without judicial intervention in the event of a serious breach of contract by the Customer that is not rectified within 15 days after the Customer has been given written notice of default by Soundset , such as, for example, late payment of an invoice.

9.2 The Customer acknowledges that its bankruptcy, liquidation, dissolution, collective debt settlement, and a change of control by a third party shall automatically result in the termination of the Agreement, unless Soundset waives this termination and continues to pursue the performance of the Agreement.

9.3 All parts of this Agreement that by their nature should remain in force after termination shall remain in force after termination, including, but not limited to, limitations of liability, disclaimers of warranties, and outstanding payment obligations.

 

Article 10: Indemnification

10.1 The Customer shall indemnify Soundset against all claims from third parties that may arise from, or are the result of, the performance or termination of the Agreement and that are caused by the Customer's contractual breach of its obligations under this Agreement, or by other conduct of the Customer that constitutes a non-contractual fault.

 

Article 11: Severability clause

11.1 The nullity, invalidity, or unenforceability of any provision shall nevertheless retain its maximum permissible effect and shall not affect the validity or enforceability of the other provisions of these General Terms and Conditions. The void, invalid, or unenforceable provision shall be replaced by operation of law by a valid and enforceable provision that is as close as possible to the initial provision in economic and legal terms.

 

Article 12: Applicable law and competent court

12.1 The Agreement is governed exclusively by Belgian law.

12.2 All disputes arising from the Agreement shall fall under the exclusive jurisdiction of the courts competent for the address of Soundset, unless the Customer is acting in the capacity of a consumer, in which case the competent court shall be determined in accordance with Article 624 of the Belgian Judicial Code.