Terms and Conditions of Sale

Article 1. Definitions

Capitalised terms have the following meanings:

• The "Company": MUZISECUR, a French SAS (simplified joint-stock company) with share capital of €43,550, whose registered office is at 11, rue des Jacinthes, 29720 Plonéour-Lanvern, France, registered with the Quimper Trade and Companies Register (RCS) under number 890 493 885, represented by its President, Mr Tarik HAMICHE.
• The "Site": the website available at memodeal.fr.
• The "Memo Deal": the document drawn up on the Site from the information entered by the Customer, which sets out, for a given track, the rights holders, their roles and their shares, and which each of them signs electronically.
• The "Service": the Memo Deal Studio service, namely the drawing up of a Memo Deal and sending it for signature to each rights holder, available on the Site and from the MUZISECUR application (app.muzisecur.fr).
• The "Customer": the natural or legal person, whether or not acting in a professional capacity, who creates a Memo Deal on the Site.
• The "Account": the Customer's MUZISECUR account, which the Customer logs in to on the Site using a code sent to their email address, or from the MUZISECUR application.
• The "T&Cs": these terms and conditions of sale.

Article 2. Scope

2.1. Purpose. The T&Cs govern the provision of the Service to the Customer, whether free of charge or paid, whether accessed on the Site or from the MUZISECUR application, as well as the terms of use of the Site.

2.2. Access to the T&Cs. The T&Cs are available at all times on the Site and prevail over any other version, whether earlier or later.

2.3. Acceptance of the T&Cs. Before any payment, the Customer reads the T&Cs and accepts them without reservation by ticking the box provided for this purpose, without which payment cannot be initiated. The Company keeps proof of this acceptance: the version of the T&Cs accepted, the exact wording of the box, the date and the Customer's IP address. By placing an order, the Customer declares that they are of legal age and have the capacity to enter into contracts under the law of their country. Unless proven otherwise, the data recorded by the Site constitutes proof of all facts, acceptances and transactions.

2.4. Scope of the T&Cs. The Customer may at any time request a copy of the version of the T&Cs applicable to their order. No specific condition put forward by the Customer may be added to or replace these T&Cs.

Article 3. Features of the Service

3.1. Overview. The Customer enters details of the track, the studio session and, for each rights holder, their identity, contact details, roles and share. The Site draws up the Memo Deal in PDF format and submits it for electronic signature by each rights holder, either on the Customer's device or via a link sent by email. The Customer can find the signed document in their Account, on the Site or in the MUZISECUR application.

3.2. Nature of the document. The Memo Deal records an agreement between the rights holders, drawn up solely from the information entered by the Customer. The Company is not a party to this agreement, does not check the accuracy of the information entered and does not provide any legal advice. The Memo Deal does not replace the registration of the work with collective management organisations, nor any contracts (assignment, publishing, recording) that the parties may need to enter into.

3.3. Corrections. Until the Memo Deal has been signed by everyone, the Customer may correct it; a correction cancels any signatures already given, and the corrected document is submitted again for signature by each party.

3.4. Language. The Service is available in French, English, Spanish, German, Portuguese, Dutch, Italian and Russian. The Memo Deal is drawn up in the language of the Site at the time it is created. Translations of these T&Cs are provided for information only: only the French version is legally binding (Article 14).

Article 4. Prices and free Memo Deals

4.1. Free Memo Deals. An Account without an active MUZISECUR subscription may create three (3) free Memo Deals per calendar month (Paris time). The counter resets on the first day of each month; unused free Memo Deals do not carry over. Deleting a Memo Deal does not restore the free Memo Deal it used up.

4.2. Paid Memo Deals. Beyond that, each Memo Deal is sold individually at a price of €2.99 including VAT. The price paid entitles the Customer to create one Memo Deal.

4.3. MUZISECUR subscribers. A Customer holding an active MUZISECUR subscription creates their Memo Deals without limit and at no extra cost, under the terms of their subscription.

4.4. Applicable prices. The Service is provided at the price in force on the Site at the time of the order. Prices are shown in euros, including all taxes.

Article 5. Ordering and payment

• Order. Once their free Memo Deals for the month have been used up, a Customer creating a Memo Deal ticks the box provided for in Article 2.3 and is then taken to a secure payment page. The Customer is solely responsible for the accuracy of the information provided and must have a valid email address that they check.
• Payment. Payment is made by bank card or PayPal, through the payment provider Stripe. The Company never has access to the Customer's bank details. Once payment is validated, the price becomes due.
• Confirmation. Once payment is validated, the Memo Deal is created from the Customer's draft, with no further action required on their part.
• Proof of the transaction. Computerised records, kept under reasonable security conditions, are deemed to be proof of the communications, orders and payments between the parties.

Article 6. Immediate performance and right of withdrawal

6.1. Period. A Customer who is a consumer is, in principle, entitled to withdraw within fourteen (14) days of the order, without having to give any reason.

6.2. Immediate performance and waiver. Before paying for a Memo Deal, the Customer expressly requests immediate performance of the Service by ticking the box provided for this purpose. The Memo Deal is created as soon as payment is validated. Once payment has been made, the Service has been provided and the right of withdrawal can no longer be exercised, in accordance with Article L. 221-28 of the French Consumer Code: the box records the Customer's express waiver of this right. Its exact wording is as follows:

"I request immediate performance of my Memo Deal. I have read and accept the Terms and Conditions of Sale, and I acknowledge that once payment has been made, the service has been provided: I waive my right of withdrawal."

6.3. Unused credit. A validated payment immediately performs the Service within the meaning of Article 6.2: the paid Memo Deal is used up and non-refundable from that moment, including where the Customer has not yet created their Memo Deal with that credit (for example, if they closed the page after paying). The credit then remains available on the Customer's Account, with no time limit, for the creation of their next Memo Deal.

6.4. Exercising the right. To exercise this right, the Customer notifies their decision by an unequivocal statement to MUZISECUR, 11 rue des Jacinthes, 29720 Plonéour-Lanvern, France, or to contact@muzisecur.fr, for example using the model form below.

6.5. Exclusions. The right of withdrawal cannot be exercised, in particular, for a Service fully performed before the end of the withdrawal period, where performance began with the consumer's prior express consent and express waiver of their right of withdrawal, nor where the Customer is a professional.

Article 7. Access to the Site and the Service

• Access to the Site. The Site is accessible free of charge to anyone with internet access. Users are solely responsible for the proper functioning of their equipment and internet access.
• Login. The Customer logs in using a one-time code sent to their email address. Access to this address is strictly personal: the Customer is responsible for keeping it confidential.
• Maintenance. The Company may temporarily suspend access to the Site for maintenance purposes, without such interruption giving rise to any right to compensation.
• Best-efforts obligation. The Company uses all reasonable means to ensure continuous, high-quality access to the Service, without being bound by an obligation to achieve a specific result.

Article 8. Legal guarantee of conformity

The legal guarantee of conformity applies independently of any commercial undertaking. For a one-off supply such as the Memo Deal, the professional is liable for any lack of conformity existing at the time of supply and becoming apparent within two years. When acting under the legal guarantee of conformity, the consumer is entitled to have the digital service brought into conformity or, failing that, to a price reduction or to terminate the contract, in accordance with the statutory provisions.

This guarantee does not apply to professional Customers.

Article 9. Liability

• Information entered. The Customer is solely responsible for the information they enter (identity and contact details of the rights holders, roles, shares) and for the agreement it reflects. The Customer warrants that they have informed the rights holders they register.
• Guarantee. Except under the conditions of the applicable legal guarantees, the Company is not bound by any obligation to achieve a specific result, in particular as regards the recognition of the Memo Deal by any third party or organisation.
• Limitation of liability. With respect to professional Customers, the Company's liability is limited to compensation for proven direct loss and capped at the price paid, excluding taxes, for the Memo Deal to which the dispute relates.

Article 10. Personal data protection

The Company processes the personal data of the Customer and of the rights holders the Customer registers in accordance with the GDPR and the French Data Protection Act (loi Informatique et Libertés), under the conditions described in the Site's privacy policy. Everyone has the right of access, rectification, restriction, objection, portability and erasure, which may be exercised by email only, at contact@muzisecur.fr, and the right to lodge a complaint with the CNIL (the French data protection authority).

A Customer who is a consumer and does not wish to receive telephone marketing may register free of charge on the "Bloctel" opt-out list (bloctel.gouv.fr).

Article 11. Intellectual property

The Company holds all intellectual property rights relating to the Site and the Service, in particular in its texts, graphics, logos and software, as well as in the Memo Deal document template. Any unauthorised reproduction or use may give rise to legal proceedings, in particular for infringement.

The content entered by the Customer and the signed Memo Deal belong to the parties: the Company claims no rights in the works or in the agreements recorded in it.

Article 12. Force majeure

Performance of the Company's obligations is suspended in the event of an unforeseeable event or force majeure preventing their performance; the Company will notify the Customer as soon as possible. Events of force majeure include, in particular, strikes, natural disasters, fires, epidemics, interruptions to telecommunications or energy supply, or any other circumstance beyond the Company's reasonable control.

Article 13. Changes to the T&Cs

The Company may amend the T&Cs, in particular to reflect changes to the Service, to regulations or to its service providers. The applicable version is the one in force on the date of the order; an amendment does not apply to a Memo Deal already created.

Article 14. General provisions

The T&Cs and the transactions they govern are subject to French law. They are drafted in French; in the event of translation, only the French text is legally binding. The invalidity of any clause does not render the T&Cs invalid.

Article 15. Disputes

• Amicable resolution. In the event of a dispute, the Customer should first contact the Company, at contact@muzisecur.fr, to try to reach an amicable solution.
• Consumer mediation. In accordance with Articles L. 612-1 et seq. of the French Consumer Code, a Customer who is a consumer may, after sending a written complaint to the Company and failing a satisfactory response within two months, refer the matter free of charge to the consumer mediator with which the Company is registered: Médiation de la Consommation & Patrimoine (MCP Médiation), 12 square Desnouettes, 75015 Paris, France, online at mcpmediation.org/saisir-le-mediateur or by post to the address above.
• Disputes between professionals. In the event of a dispute between a professional Customer and the Company concerning the Service or the interpretation, performance or termination of the contract, the courts with jurisdiction over the Company's registered office have exclusive jurisdiction where each party contracted as a trader (commerçant); otherwise, the ordinary rules of jurisdiction apply.