General terms and conditions of sale

ssuke — mixing, mastering, recording, composition, audio post-production

English translation for information; the French version prevails

Article 1 — Service provider

These General Terms and Conditions of Sale ("Terms") are issued by Valentin Nguyen-Van-Dau, sole trader ("entrepreneur individuel — EI"), operating under the trade name "ssuke" (the "Provider").

• Registered address: 2 rue Élisée Reclus, 91120 Palaiseau, France
• SIREN: 107 936 908 — APE code: 5920Z (Sound recording and music publishing)
• Registered with the French National Business Register (RNE)
• E-mail: suke.prod@gmail.com — Phone: +33 6 49 26 26 11
• Website: https://ssukedansleshtud.vercel.app
• VAT not applicable, Article 293 B of the French General Tax Code (VAT exemption scheme)
• Member of SACEM as author-composer (IPI: 1340603788)
• Consumer mediator: see Article 19.2

Article 2 — Purpose and scope

2.1. The Terms govern all services and assignments offered by the Provider: (a) mixing; (b) mastering; (c) recording, vocal editing and session preparation; (d) sale of instrumental compositions ("beats") by exclusive assignment; (e) audio post-production for audiovisual content (advertising, videos, short-form content, etc.); (f) any related service agreed in writing.

2.2. They apply to every client, whether a consumer or non-professional within the meaning of the French Consumer Code ("Consumer Client") or a business ("Business Client"). Some provisions apply to only one of these categories and say so. The right of withdrawal under Article 14 is reserved to Consumer Clients who are natural persons.

2.3. Any order implies full acceptance of the Terms in force on the order date. They prevail over any document of the Client, unless otherwise agreed in writing. The Provider may amend them at any time; the applicable version is the one in force on the date of the order confirmation.

Article 3 — Order and formation of the contract

3.1. The Provider does not issue quotes: prices are fixed and set out in Article 4 and on its website. The Client places an order by direct contact (e-mail, WhatsApp, social media messaging), stating the desired service, options and turnaround (standard or express), and providing the relevant information (number of tracks, length, references).

3.2. The Provider confirms the order and its price in writing, attaches or refers to these Terms, then issues a deposit invoice via its invoicing platform.

3.3. The order is firm and the contract is formed on the date the deposit is credited to the Provider's account. Payment of the deposit constitutes full acceptance of the confirmed order and of the Terms in force on that date. Work starts upon cumulative receipt of the credited deposit and of all materials to be supplied by the Client (Article 7), subject to Article 14.4 for Consumer Clients.

3.4. Any request not included in the confirmed order (additional track, new version, change of brief, option) is invoiced according to the price list in Article 4 or, failing that, at a price agreed in writing.

3.5. Capacity. The Client declares that it is of full age and legally capable. Any order placed by a minor requires the prior written consent of their legal representative, who becomes a party to the contract and guarantees payment. The Provider may request proof at any time; failing which it may refuse or cancel the order and refund sums paid within 14 days.

Article 4 — Prices

4.1. Prices are fixed and expressed in euros. They are net of tax: VAT not applicable, Article 293 B of the French General Tax Code. They are published on the Provider's website. The price applicable to an order is the one stated in the written order confirmation; failing a written confirmation, the one displayed on the website on the order date. The Provider may change its rates for future orders, with no effect on orders already confirmed.

4.1 bis. Should the Provider exceed the VAT exemption thresholds, VAT at the applicable rate will apply to orders confirmed after the date the exemption ceases. Orders already confirmed remain at the agreed price.

4.1 ter. For Business Clients established in another EU Member State, the service is deemed supplied in the customer's State. The Client shall provide a valid intra-EU VAT number and account for VAT under the reverse-charge mechanism. Absent a valid number, the Provider may refuse the order.

4.2. Price list:

• "Mix Simple" package (vocals as separate tracks + stereo 2-track beat): €90 per song, mixing and mastering included, delivered as WAV + MP3.
• "Mix Multipiste" package (vocals + beat as separate tracks): €130 per song, mixing and mastering included, delivered as WAV + MP3.
• A cappella version of a mixed song: €20 optional.
• Additional revision beyond v3: €15 per version.
• Express turnaround (3 business days): 15% surcharge on the service price.
• Recording at the Provider's premises: €25 per hour.
• Recording at a studio chosen by the Client: €35 per hour, studio rental and travel costs borne by the Client.
• Exclusive assignment of an instrumental composition: €90 (WAV file) or €120 (WAV + stems).
• Audio post-production for audiovisual content: €70 (under 30 seconds), €110 (30 seconds to 1 minute), €150 (over 1 minute up to 5 minutes). Beyond 5 minutes: €150, plus €25 for each minute started beyond the fifth.
• Stems of the final mix (grouped tracks): €30 optional.
• Travel costs beyond 30 km from the Provider's registered address: €0.60 per kilometre travelled, plus the actual cost of transport tickets and, where applicable, accommodation, on proof.
• Rebuild of a mix from the retained session file (Article 9.3), with identical sources resent by the Client: 50% of the rate of the original service. Failing that: a new service at the full applicable rate.

4.3. Discounts and promotional offers. The Provider may grant occasional discounts or offers. They are granted at its sole discretion, are neither cumulative nor retroactive, and do not bind the Provider for future orders.

Article 5 — Payment terms

5.1. Deposit. A deposit of 25% of the confirmed order price is due on order, against a deposit invoice. For recording sessions invoiced hourly, the deposit equals 50% of the price of the booked session, calculated on a minimum duration of two hours, and is set off against the final invoice. Work starts upon receipt of the credited deposit and of all materials to be supplied by the Client (Article 7).

5.2. Balance. The balance falls due upon approval of the last version delivered, whether express or deemed under Article 8.4. Final files (mix, master, stems, a cappella, composition) are delivered only after full payment has been credited. Working versions sent before full payment are provided for listening only and may not be exploited, whether publicly or privately.

5.3. Payment methods: bank transfer, card payment via the secure link on the invoice, or any other method agreed in writing.

5.4. Late payment — Business Clients. The balance is payable on receipt of the balance invoice, without discount. In accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code, any delay automatically incurs late-payment interest at the ECB's most recent refinancing rate plus 10 points, and a fixed recovery fee of €40, without prejudice to additional compensation on proof.

5.5. Late payment — Consumer Clients. If the balance is not paid within 30 days of falling due under Article 5.2, the Provider may suspend any delivery and claim the sums due, plus interest at the statutory rate after a formal notice left unanswered for 15 days.

5.6. No discount is granted for early payment.

Article 6 — Lead times

6.1. Lead times run from the first business day following cumulative receipt of the credited deposit and of all necessary materials (Article 7). For a Consumer Client who has not requested immediate performance under Article 14.4, they run from the first business day following expiry of the withdrawal period.

6.2. Standard lead time: 7 working days maximum for delivery of the first version. Express lead time (paid option): 3 working days maximum. For audio post-production of audiovisual content, the lead time depends on the duration of the content and is agreed in writing in the order confirmation.

6.3. These lead times apply to the first version (v1). Each revision is delivered within a reasonable time, in principle within 3 business days.

6.4. Lead times are suspended while the Provider is awaiting materials, feedback or approval from the Client. Where a lead time is exceeded through the Provider's fault, the Client may, after a formal notice left unanswered for 7 days, cancel the order and obtain a refund of sums paid for the unperformed part, within 14 days. As regards Business Clients only, such delay gives no right to any other compensation. The Consumer Client retains in full the rights afforded by Articles L. 216-1 et seq. of the French Consumer Code and by general law.

Article 7 — Client obligations

7.1. The Client supplies usable files: separate tracks exported without unwanted processing, in 24-bit WAV at a sample rate of either 44.1 kHz or 48 kHz, aligned to the same start point, properly named, with the BPM and a reference (rough mix or reference tracks). All tracks within a single project must be exported at the same sample rate; failing which the Provider requests a new export and lead times are suspended until compliant files are received. The Provider flags any unusable file; lead times are suspended on the same terms.

7.2. The Client warrants that it holds all rights in the materials supplied (compositions, recordings, samples, vocals, third-party instrumentals) or has obtained the necessary authorisations. It indemnifies the Provider against any third-party claim in this respect.

7.3. The Client is solely responsible for its use of the deliverables (distribution, declaration to collecting societies, registrations, music videos, etc.).

7.4. The Client keeps copies of its source files. The Provider is not liable for the loss of files not transmitted or not backed up by the Client.

Article 8 — Revisions and approval

8.1. Each mixing, mastering or post-production service includes two revisions, i.e. up to and including version 3 (v3). Any additional version is invoiced at €15.

8.2. A revision means adjustments to the delivered version (levels, effects, automation, spot corrections). It does not include adding tracks, re-recording, a change of artistic direction or reworking modified source files, which are invoiced in addition under Article 4 or at a price agreed in writing.

8.3. Revision requests are sent in writing, grouped together and precise (timecode, track, nature of the change).

8.4. Approval. If the Client gives no written feedback within 7 calendar days of a version being sent, the Provider sends a written reminder. If no feedback is given within 7 calendar days of that reminder, the version is deemed approved. The balance then falls due and any later change is invoiced as an additional revision.

8.5. The Provider is bound by a best-efforts obligation. Artistic results depend on source quality and on taste; aesthetic dissatisfaction after the included revisions are used up justifies neither cancellation nor refund.

Article 9 — Delivery and file retention

9.1. Whatever the sample rate of the source files, deliverables are sent electronically (SwissTransfer or any other agreed file-transfer service) in 24-bit / 48 kHz WAV, together with a 320 kbps MP3. The Client acknowledges that sources supplied at 44.1 kHz undergo sample-rate conversion. Additional formats (instrumental, clean version, a cappella, stems) are supplied per the order and invoiced where listed in Article 4.2. Working versions may be sent by instant messaging for listening purposes; final files are not, as such services apply lossy audio compression.

9.2. The Client checks file integrity on receipt and reports any corrupted or incomplete file within 7 days; the Provider then resends at no charge. This period concerns transfer integrity only and in no way limits the statutory guarantees available to Consumer Clients, in particular under Articles L. 224-25-1 et seq. of the French Consumer Code.

9.3. Retention. Source files supplied by the Client, working audio files and deliverables are kept for 3 weeks (21 days) from the date the final files are sent, then deleted. The Provider reminds the Client of this deadline when sending the final files.

The Provider does, however, keep for 12 months from that same date the session file alone, which contains the technical mix parameters (processing, automation, routing) and no audio recordings. That file allows the mix to be rebuilt, provided the Client resends source files strictly identical to those originally supplied: same exports, same file names, same durations, same start point.

After the 21-day period, any new work on the project constitutes a separate service, and not a revision within the meaning of Article 8, invoiced as follows:

— rebuild from the retained session file, with identical sources resent by the Client: 50% of the rate of the original service;
— where no session file is available, where sources are not identical, or where the rebuild fails for any technical reason: a new service at the full applicable rate.

The Provider does not warrant the outcome of the rebuild, which depends on factors beyond its control, in particular the availability of the software and processing plug-ins used for the original service. If the rebuild fails, only the rate for the new service is payable, to the exclusion of any other charge.

This Article does not apply to instrumental compositions created by the Provider within the meaning of Article 12, whose production files the Provider retains without time limit, in particular as evidence of its authorship.

The Client is solely responsible for backing up its source files and the deliverables.

Article 10 — Recording

10.1. Recording sessions are invoiced hourly, with a two-hour minimum, any hour started being due, at €25 at the Provider's premises or €35 at a studio chosen by the Client. In the latter case, booking and paying for the studio are the Client's responsibility, unless otherwise agreed.

10.2. The session is booked upon receipt of the deposit under Article 5.1. Any cancellation less than 24 hours before the scheduled time, or a no-show, results in the first booked hour being invoiced; the balance of the deposit is, at the Client's option, refunded within 14 days or carried over to a new date. The Provider may postpone a session for force majeure or a serious impediment by offering a new date within 15 days; if none of the dates offered suits the Client, the deposit is refunded in full within 14 days.

10.3. A rough balance of the session (selected takes, levels set, no processing) is delivered to the Client in WAV after payment. The raw recording files are delivered to the Client in WAV on request.

Article 11 — Intellectual property — mixing, mastering, recording, post-production

11.1. The Client remains the sole owner of the rights in its works, recordings and content. The Provider's technical work (mix, master, recording, editing) is carried out on the Client's behalf.

11.2. Subject to full payment, the Provider assigns to the Client, exclusively, worldwide and for the full legal term of protection, all economic rights it may hold in the technical deliverables, for all modes of exploitation (reproduction, performance, broadcasting, adaptation, synchronisation, digital and physical distribution), without limitation. The price of the service, as set out in Article 4, constitutes the lump-sum consideration for this assignment.

11.3. Until full payment, the Provider retains its rights and the Client may not exploit, broadcast or distribute the deliverables.

11.4. The Provider retains ownership of its sessions, presets, processing chains, methods and tools, which are not assigned.

11.5. Subcontracting. The Provider may entrust to a third party of its choosing all or part of the technical performance of mixing, mastering, vocal editing and post-production services, under its own full responsibility towards the Client. The subcontractor is bound by the same confidentiality obligation as set out in Article 17 and assigns to the Provider all rights necessary to give effect to Article 11.2. The Client is informed beforehand and may object in writing, at no cost and without delay.

Composition of the instrumental works referred to in Article 12 is excluded from any subcontracting: it is carried out personally by the Provider.

Article 12 — Exclusive assignment of instrumental compositions (beats)

12.1. Nature. The exclusive assignment covers an original instrumental composition created by the Provider. Upon full payment, the composition is withdrawn from sale and will no longer be offered to any third party.

12.2. Deliverables: 24-bit WAV file (€90) or WAV and separate stems (€120), per the order.

12.3. Rights assigned. Subject to full payment, the Provider assigns to the Client, exclusively, worldwide and for the legal term of protection:

(a) all of its phonogram producer's rights in the recording (master) of the composition, for all modes of exploitation, on all media and by all processes known to date, free of charge or for consideration;

(b) authorisation, under its copyright and moral rights, to incorporate the composition into a new work and to adapt it (adding vocals, lyrics, arrangements, edits, editing, remixes), it being understood that this authorisation may not be construed as an assignment of its economic copyright.

12.3 bis. Rights administered by the collecting society. As a member of SACEM, the Provider has assigned to it its mechanical reproduction and public performance rights in its compositions. Consequently, authorisations for mechanical reproduction and for synchronisation of the work with images fall to SACEM and SDRM, not to the Provider. The Client is solely responsible for obtaining those authorisations and paying the corresponding royalties. The Provider cannot assign rights of which it no longer has free disposal, and does not warrant that such authorisations will be granted.

12.3 ter. Unforeseeable modes of exploitation. Exploitation by a mode unforeseeable at the date of assignment is not included in it. It shall, where applicable, be the subject of a written amendment providing for the Provider to share correlatively in the profits of exploitation, in accordance with Article L. 131-6 of the French Intellectual Property Code.

12.4. Reserved author's rights. The Provider remains the author of the musical composition in its capacity as composer. That capacity and the economic copyright attaching to it are not included in the assignment and are not covered by the price.

Unless otherwise agreed in writing among all co-authors, the Provider's share is 50% of the copyright in the work as composer, the remaining 50% going to the author or authors of the lyrics.
It is expressly noted that the capacity of performing artist confers no author's share: a performer who is neither the author of the lyrics nor a co-composer does not feature in this split and falls under the neighbouring-rights regime.

The final split is the one applied by SACEM under its rules and scales in force at the date of registration.

12.5. Registration with the collecting society. Before any commercial exploitation of the work incorporating the composition, the Client undertakes to have the work registered with SACEM (or the competent collecting society), naming the Provider as composer for the share set out in Article 12.4, and to sign the corresponding registration form.

If the Client or the author(s) of the lyrics are not members of any collecting society, they undertake, at their option: to join one, to sign the registration form as a non-member, or to give the Provider written authority to register on their behalf.

Failing agreement within 30 days of a written request from the Provider, the Provider may register its composer share alone. The Client acknowledges that such a unilateral registration may place the work in dispute with the collecting society until regularised, and undertakes not to object.

12.6. Client obligations. The Client shall not resell, assign, sub-license or make available to a third party the composition in its raw state, that is, without having added its own creative contribution (in particular vocals, lyrics, or substantial arrangement or rearrangement). It shall not declare the composition as its own sole composition. It shall not register the composition in Content ID or any equivalent system in a way that would block the Provider's promotional content referred to in Article 12.7. The Provider reciprocally undertakes not to register the composition in any such system after the assignment.

12.7. Prior uses and promotional content. The Client acknowledges that the composition may have been offered for sale before the assignment. No licence, exclusive or non-exclusive, has been granted to any third party in this composition, unless expressly stated in the order confirmation. Promotional content published by the Provider before the assignment (excerpts, social media posts, beat tapes) may remain as is. The Provider shall not publish the composition on its own after the assignment, save with the Client's prior written consent given for a specific publication. Article 13.2 remains applicable.

12.8. Moral rights. The Provider retains its moral rights, including the right of attribution (Article 13).

Article 13 — Credits and right of reference

13.1. The Client undertakes to credit the Provider under the name "ssuke" in distribution metadata, streaming platform credits, liner notes, video descriptions and end credits, according to the service performed: "Mixed by ssuke"; "Mastered by ssuke"; "Recorded by ssuke"; "Composed / Produced by ssuke" (or "prod. ssuke") where the Provider is the author of the instrumental composition.

13.2. The Provider may cite the project (title, artist name, visuals supplied by the Client, an excerpt of no more than 60 seconds) as a reference in its portfolio, on its website and on its social media, without remuneration. This is based on the Provider's legitimate interest in showcasing its professional references. The Client may object at any time, in writing and without giving reasons, before or after the order; the Provider then undertakes to publish nothing, or to remove the publication, as soon as possible. In any event, the Provider publishes nothing before the official release date without the Client's written consent. This right concerns the work as published by the Client. Publication of the instrumental composition in isolation is governed by Article 12.7.

Article 14 — Right of withdrawal (Consumer Clients)

14.1. A Consumer Client who enters into a distance contract has 14 days from the order confirmation to withdraw without giving reasons, in accordance with Articles L. 221-18 et seq. of the French Consumer Code. The Client notifies its decision in writing (e-mail or the form in the Annex). Sums paid are refunded within 14 days.

14.2. Early performance. If the Client expressly requests that the service begin before the withdrawal period expires, it acknowledges that in case of withdrawal it must pay the price corresponding to the service already provided, and that it loses its right of withdrawal once the service has been fully performed (Articles L. 221-28, 1° and L. 221-25).

14.3. Digital content. For the supply of digital files not supplied on a tangible medium (instrumental composition, final files), a Client who expressly requests delivery before the end of the period waives its right of withdrawal as soon as performance begins (Article L. 221-28, 13°).

14.4. Express waiver. The order confirmation includes two separate statements which the Consumer Client must accept expressly, in writing or by electronic validation: (i) an express request that performance of the service begin before the withdrawal period expires; and (ii) an express acknowledgment that it will lose its right of withdrawal once the service has been fully performed and, for digital files, as soon as performance begins. These statements are confirmed to the Client on a durable medium. Payment of the deposit alone does not constitute a waiver. Absent these express acceptances, the Provider starts work only on expiry of the 14-day period, the lead times in Article 6 running from that expiry.

14.5. The right of withdrawal does not apply to Business Clients, except in the cases provided for in Article L. 221-3 of the French Consumer Code.

Article 15 — Cancellation and termination

15.1. By a Business Client. Any cancellation after formation of the contract results in the part of the service already performed and any irrevocably incurred costs being invoiced. The deposit is set off against the sums so due; it is retained by the Provider up to that amount, any surplus being refunded to the Client within 14 days. If no work has begun, the deposit is retained by the Provider as fixed compensation for the time reserved.

15.2. By a Consumer Client, outside exercise of the right of withdrawal. The same rules apply. The fixed compensation referred to in the last paragraph of Article 15.1 may not exceed the amount of the deposit and may be reduced if it appears manifestly excessive in light of the loss actually suffered by the Provider.

15.3. By the Provider, for breach by the Client. Where materials are not supplied after two written reminders, in case of non-payment, or where content is manifestly unlawful, the Provider may terminate after a formal notice left unanswered for 7 days, the deposit being retained under the conditions of Article 15.1.

15.4. By the Provider, absent any breach by the Client. The Provider may decline to perform an order, in particular where it considers that it cannot achieve a satisfactory result. It informs the Client without delay, refunds all sums paid within 14 days, and invoices no part of the work undertaken.

Article 16 — Warranties and liability

16.1. Consumer Clients benefit from the statutory conformity warranties of the French Consumer Code, in particular for digital services and content (Articles L. 224-25-1 et seq.), which are in no way limited by these Terms.

16.2. To the extent legally permissible and without prejudice to the rights of Consumer Clients, the Provider is not liable for: the content of the Client's works; consequences directly attributable to poor quality of the source files supplied by the Client; the Client's use of the deliverables; refusals, takedowns or claims by distribution platforms; failures of third-party transfer or payment services, save for the Provider's own fault in selecting or implementing them.

16.3. Towards Business Clients, the Provider's liability is limited to the amount actually paid for the service concerned and excludes any indirect loss (loss of revenue, reputation or opportunity).

16.4. Force majeure. Neither party is liable for a failure due to an event having the characteristics of force majeure within the meaning of Article 1218 of the French Civil Code, as assessed by the courts. Lead times are suspended for the duration of the impediment. If the impediment lasts more than 30 days, either party may cancel the order; sums paid for the unperformed part are refunded within 14 days.

Article 17 — Confidentiality

The Provider undertakes not to disclose unreleased works, files and information provided by the Client, except as necessary for performance (e.g. file transfer) and except for the right of reference under Article 13 after official release. Unreleased files are never shared without the Client's consent.

Article 18 — Personal data

The Provider collects only the data strictly necessary for the business relationship (identity, contact details, billing data, files supplied). Data is processed in accordance with the GDPR and the French Data Protection Act and kept for the periods stated in the Privacy Policy available on the website. The Client has rights of access, rectification, erasure, objection, restriction and portability, exercisable at suke.prod@gmail.com, and may lodge a complaint with the CNIL.

Article 19 — Complaints, mediation and disputes

19.1. Any complaint is sent to suke.prod@gmail.com. The Provider responds within 15 days.

19.2. Consumer mediation. In accordance with Articles L. 612-1 and L. 616-1 of the French Consumer Code, a Consumer Client may, after a written complaint to the Provider has gone unanswered or received an unsatisfactory response, refer the matter free of charge to the consumer mediator to which the Provider belongs: CM2C — Centre de Médiation de la Consommation de Conciliateurs de Justice, 49 rue de Ponthieu, 75008 Paris, France — https://www.cm2c.net. The referral must be made within one year of the written complaint.

19.3. Governing law and jurisdiction. These Terms are governed by French law. A Consumer Client habitually resident in another State retains the benefit of the mandatory provisions of the law of its country of residence, in accordance with Article 6 of Regulation (EC) No 593/2008 ("Rome I").
Failing amicable resolution, disputes with a Consumer Client fall, at that Client's option, under the jurisdiction of the courts of the place where it resided when the contract was concluded or of the Provider's registered address, in accordance with Article R. 631-3 of the French Consumer Code.
DISPUTES WITH A BUSINESS CLIENT HAVING MERCHANT STATUS FALL UNDER THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVIDER'S REGISTERED ADDRESS, INCLUDING WHERE THERE ARE MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS. As regards Business Clients without merchant status, the ordinary rules of jurisdiction apply.

Article 20 — Miscellaneous

20.1. If a clause is held void, the others remain applicable.

20.2. The Provider's failure to rely on a clause does not amount to a waiver.

20.3. In case of discrepancy between the French and English versions of the Terms, the French version prevails.

Annex — Withdrawal form (Consumer Clients)

(Complete and return this form only if you wish to withdraw from the contract, within the 14-day period.)

To: ssuke — Valentin Nguyen-Van-Dau, 2 rue Élisée Reclus, 91120 Palaiseau, France — suke.prod@gmail.com

I hereby give notice that I withdraw from my contract for the provision of the following service:

• Service / invoice no.: ________________
• Ordered on: ________________
• Client name: ________________
• Client address: ________________
• Signature (only if this form is notified on paper): ________________
• Date: ________________