Terms of Service

  1. Introduction: This Distribution Agreement ("Agreement") is between Music Tribe FZE ("Music Tribe" or "We") and the Distributor, as detailed in the Agreement ("Distributor").

  2. Duration: This Agreement starts on the Effective Date and remains valid throughout the Term, unless terminated earlier by either Party in accordance with the Agreement's terms.

  3. Distributor Responsibilities: The Distributor will distribute assigned Products in its local territory, maintaining its own sales and support organization. The Distributor must prevent its staff from making false or disparaging representations about the Products.

  4. Platform and Storefront: The Distributor is solely responsible for creating, maintaining, and hosting its platform/storefront. Music Tribe may request reasonable modifications, aligning with brand guidelines.

  5. Price List: The Products under the divisions and brands will be supplied to Distributor at the prices set forth in the official and confidential MUSIC TRIBE Price List from time to time and effective at the time each order is made by Distributor to MUSIC TRIBE. If the price of a particular Product is not published in the Price List, or if the relevant Price List is not in effect at the time of acceptance of the order, the price of such particular Product shall be determined by MUSIC TRIBE on a case-by-case basis. The prices listed in the Price Lists are subject to change periodically. The prices indicated in the Price List are inclusive of costs of packaging, loading, transport, unloading, insurance, customs, duties, and/or other import or transport services and fees.

  6. Price Changes: MUSIC TRIBE reserves the right to make adjustments to pricing and Product offerings for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, supplier price changes, currency fluctuations, and other factors beyond its control. All orders are subject to Product availability and MUSIC TRIBE cannot guarantee that it will be able to fulfill Distributors’ orders. Music Tribe shall provide the Distributor with 30 days' notice of any alteration to the Price List. Price changes shall become effective from the stated date, not affecting paid orders placed before changes.

  7. Revenue Targets: Parties agree on annual Revenue Targets, considering market trends and growth projections. Both commit to making reasonable efforts. If revenue falls short, Music Tribe may revise terms or review the Agreement.

  8. Payment Terms: The Distributor shall pay Music Tribe in accordance with the Payment Terms. All payments shall be made in US Dollars (or upon prior approval by MUSIC TRIBE, its equivalent in another currency) by wire transfer without any right of deduction, except to the extent required by law. Music Tribe reserves the right to revise Payment Terms by serving 30 days' prior written notice.

  9. Bank Charges: The Distributor bears the responsibility of paying all bank charges and shall ensure that the relevant code, as intimated by Music Tribe, is entered while making payment to Music Tribe.

  10. Deduction or Withholding of Payment: The Distributor relinquishes any right to deduct amounts charged by and between the Parties, unless MUSIC TRIBE has issued a credit note authorizing such deduction. Service claims do not suspend the payment obligations of Distributor. Distributor is solely responsible for collecting payment from customers.

  11. Default on Payment: If Distributor does not pay any amount it owes pursuant to the foregoing, Distributor is immediately in default without need for notice and all MUSIC TRIBE’s remaining claims on it shall be due and demandable. From the day on which Distributor is in default, it shall pay to MUSIC TRIBE an interest charge of One and a Half Percent (1.5%) per month or part of a month during which the default continues.

  12. Account and Payment: Music Tribe may hold further supply of goods, if the account is unpaid after the due date. The Distributor is responsible for Music Tribe's cost of collection for overdue payments.

  13. Payment Disputes: In case of any dispute with respect to the payment, the Parties must raise such disputes within 14 days of payment being made, providing necessary transaction data for verification. In the event of an overpayment by the Distributor, Music Tribe shall issue a credit note to the Distributor. In the event of an underpayment by the Distributor, the Distributor shall make payment within 30 days or at the next payment due date, whichever is earlier. Payment obligations shall continue during service claims disputes.

  14. Order Process: The Distributor orders and purchases agreed-upon Products during the Term, following the process outlined in the Agreement.

  15. Reselling: The Distributor may resell Products to third parties (Resellers) with Music Tribe's permissions, licenses, and approvals.

  16. Agreement Incorporation: Any additional terms related to a Product must be agreed upon in writing between Music Tribe and the Distributor and will be deemed incorporated into this Agreement.

  17. Inventory Management: The Distributor must maintain adequate inventories consistent with agreed-upon requirements.

  18. Stock Rotation: The Distributor must implement the first in/first out method to ensure the latest stock versions are in inventory.

  19. Inventory Reporting: The Distributor provides inventory and sell-through reports to prevent inventory issues.

  20. Information Sharing: Upon request, the Distributor must supply reports related to orders, returns, stocks, and other information as reasonably required by Music Tribe.

  21. Collaboration and Support: Parties commit to collaborative initiatives, joint marketing, technical support, charitable programs, and service allowances.

  22. Agreement Execution: The Parties express their intention to be bound by all terms in this Agreement, executed by authorized personnel.

  23. Legal Compliance: The Distributer acknowledges Music Tribe’s obligations to comply with laws and agrees to make all reasonable efforts to provide necessary information for product compliance with local laws upon request by Music Tribe.

  24. Product Claims and Recalls: In the event of Product claims, the Distributor must provide supporting documents required to investigate the claim, within a reasonable timeframe, following Music Tribe’s request for such documents. In case of a recall, the responsible Party bears related expenses. If both Parties are responsible, expenses are shared proportionally.

  25. Product Inspection: Upon receiving Products, the Distributor must inspect them. Any discrepancies or issues must be reported to Music Tribe within 30 days, specifying shortages, losses, or other discrepancies.

  26. Damaged Products: The Distributor must retain damaged Products in original packaging for inspection by Music Tribe.

  27. Time Limit for Requests: Music Tribe will not address requests or discrepancies raised by the Distributor beyond 30 days from the date of receiving the Products.

  28. Delivery, Risk and Title Transfer: All Product deliveries follow DDP Incoterms 2020, interpreted in line with the latest version. Risk and title to the Products shall transfer to the Distributor upon delivery at Distributor’s warehouses.

  29. Lien on Unpaid Goods: Music Tribe grants the Distributor extended payment terms for Products and until full payment is made, the Distributor shall:

    1. Assign and grant to Music Tribe a continuing “Lien” on, and security interest in the Products that have not been fully paid (“Collateral”) and shall do all acts and execute all documents that may be necessary to perfect such Lien or security interest;
    2. Insure at full invoice value the Products that have not been fully paid, guarantee that such Products are not pledged as security or otherwise encumbered to any third party without the prior written approval of Music Tribe and defend the Collateral against all claims of any third party; and
    3. In the event of bankruptcy or closure of the Distributor, or of a substantive change in the Distributor’s ownership structure or financial position, immediately return the unpaid Products to Music Tribe at the Distributor’s cost.

  30. Delay of Delivery: MT shall use reasonable efforts to make deliveries of the Products within a specified delivery period notified to Partner – such delivery dates are an approximate. MT shall have no liability or responsibility to Partner or anyone claiming through Partner for any loss or damage (including general, direct, indirect, exemplary, incidental, special or consequential damages) arising out of any failure or delay in delivery, late delivery, or partial delivery of any order.

  31. Importer of Products: MUSIC TRIBE shall be the foreign importer of record of the Products. MUSIC TRIBE shall:

    1. be responsible for compliance with customs laws and regulations.
    2. pay all freight, transportation costs, duties, tariffs, insurance, customs, import, handling, and shipping costs and shall have the sole responsibility to file any claims with the carrier for damage and missing items.
    3. apply for and obtain any regulatory approvals and be responsible for compliance with any regulations required in order to allow the Products to be sold by Distributor, including, but not limited to WEEE, Green Dot, GRS Altbatterien, ILN System, etc.

  32. Embargo Date: Parties commit to treating confidential information or announcements as strictly confidential until the agreed-upon Embargo Date. Breach of the Embargo Date results in appropriate actions and constitutes a Default.

  33. Ownership and Authorization: Each Party respectively represents and warrants that it is the owner, operator, and/or otherwise has all the necessary rights, licenses, and/or is legally authorized to manage and operate the brand(s) and business for the purposes envisaged in this Agreement.

  34. General Representations and Warranties: Each Party represents its legal existence, authority, binding obligations, and compliance with laws. The Parties assure that signatories are duly authorized, and they have the facilities to fulfill their obligations.

  35. Intellectual Property: For the purposes hereof, the term “Intellectual Property” shall mean all intellectual property and proprietary rights, including all present and future rights conferred by statutes, common law or equity in or in relation to any copyright, trademark, trade name, trade logo, trade slogans, service mark, industrial design, patent, layout design of integrated circuit, business method, domain name, trade secret, promotional material, software, algorithms, mask works, branding and any other intellectual property rights in any field or industry.

  36. Ownership of Intellectual Property: Unless expressed otherwise, all ownership to Intellectual Property of each Party shall belong to the respective Party generally, and any use, adaptation or amendments of such Intellectual Property shall be subject to the prior written approval of the Party licensing the same. No Party shall use the other Party’s Intellectual Property or mention the other Party in any public communication without prior written approval.

  37. Licensing of Intellectual Property: For the duration of the Agreement, each Party grants to the other Party a non-exclusive, royalty-free, non-transferable license to copy, use and display: (a) any logo, trademark, and trade name owned by (or, to the extent that such Party is permitted to grant a sublicense, licensed to) the other Party for the purposes of this Agreement; and (b) such other forms of Intellectual Property as may be agreed by the Parties from time to time. Each Party reserves the right to object to the other Party’s use and display of the objecting party’s logo, trademark, trade name or other Intellectual Property, insofar as the objecting party reasonably believes that such use and display has resulted in reputational damage to the objecting party.

  38. Use of Intellectual Property: Each Party shall use the other Party’s Intellectual Property in accordance with the latter Party’s reasonable instructions having regard to the purpose of such use under this Agreement, each Party warrants that the grant of license herein shall not violate any third party’s rights.

  39. Use of Assets and Rights: The Distributor may use necessary assets, licenses, brands, etc., associated with the Distributor but not owned by it. The Distributor assures the ability to obtain required rights.

  40. Inclusion of Affiliates: "the Distributor" includes affiliates, related companies, agents, etc., to fulfill the Parties' intentions under this Agreement.

  41. Definition of Confidential Information: For the purposes hereof, the term “Confidential Information” shall means any information or material which is: (a) marked as “Confidential”, “Proprietary”, or “Restricted”; (b) not generally known outside of the Parties (including their subsidiaries and affiliates) or otherwise not available to the general public at the time of the disclosure; and/or (c) under the circumstances surrounding disclosure, ought to be treated as confidential; and without derogating from the generality of the foregoing, the terms of this Agreement, business plans, models, methods, and strategies, client and customer lists, client and customer data, technical specifications, drawings and documents, and trade secrets shall be deemed confidential.

  42. Confidentiality Obligations: Parties commit not to disclose, duplicate, or use Confidential Information. Exceptions apply when required by law, authorized in writing, or when the information becomes public through no fault of either Party.

  43. Return or Destruction of Confidential Information: Upon request, the Recipient Party must return or destroy Confidential Information as per the Disclosing Party's instructions.

  44. Duration of Confidentiality Obligations: The obligation of confidentiality continues even after the termination or expiry of this Agreement.

  45. Compliance with Data Protection Laws: Parties must comply with data protection laws and ensure the confidentiality and privacy of personal data received.

  46. Indemnity for Breach of Confidentiality: The Recipient Party indemnifies and holds the Disclosing Party harmless for any claims, losses, or expenses resulting from a breach of confidentiality.

  47. Survival of Indemnity: The indemnity obligation survives the termination of the Agreement. Entities within the Disclosing Party group benefit from this clause.

  48. Tax Obligations: Each Party is responsible for its respective tax obligations arising from the transactions in this Agreement.

  49. Termination for Convenience: At any time, Parties may terminate this Agreement by providing ninety (90) days written notice.

  50. Termination for Breach: Music Tribe may also terminate this Agreement with immediate effect upon the happening of any of the following events: a) Distributor is nationalized or has its material assets expropriated, or fails to obtain a required governmental license or approval, or loses a required governmental license or approval; (b) Inappropriate or fraudulent conduct of Distributor, including, without limitation, violating the confidentiality provisions, making false or misleading statements or representations, committing an act of fraud or other criminal act, attempting, or making an assignment or sale of rights and obligations without prior written consent and/or selling or transferring an interest in its business toa competitor of MT; or (c)If there is any change in the control over Distributor or if Distributor enters into a legal merger with a third party and such event harms or may harm the interests of MT. The Distributor will have 14 days to remedy any breach before their actions are considered a Default, in accordance with clause 53, and the Agreement is terminated.

  51. Immediate Termination: This Agreement may be terminated immediately for cause if (a) a Party receives a notice from regulatory authorities alleging concerns over its business; or (b) the reputation of the Distributor is harmed and leads to unwanted or unfavorable publicity of Music Tribe. A written notice shall be issued to the Distributor, and such termination shall not affect the rights and/or liabilities already accruing to either Party up to the date of termination.

  52. Events of Default: The following events constitute a default of this Agreement:

    1. A Party breaches a provision, and the breach is not remedied within 14 days of notice.
    2. A Party becomes insolvent or faces liquidation.
    3. A Party ceases substantial business operations or violates laws and fails to remedy the violation within 14 days of notice.

  53. Consequences of Default: If a default is not remedied within specified time frames, the non-defaulting Party can terminate the Agreement. All rights and obligations cease, with no claims against each other, except for prior breaches.

  54. Dispute Resolution: Parties must attempt good faith resolution for 14 days before resorting to legal forums. This doesn't affect termination rights under other provisions.

  55. Governing Law and Jurisdiction: The Agreement is governed by German laws, and the Parties submit to the exclusive jurisdiction of German courts of law.

  56. Compliance with Laws: Parties must comply with all laws, including anti-corruption, anti-money laundering, and data protection laws. They must notify each other of any unauthorized access to personal data.

  57. Force Majeure: If either Party is prevented by any cause beyond its control (including but not limited to acts of God, war, fire, embargo, riot or disorder, suspension by Government Authority for any Products or any other event constituting a force majeure) from performing its obligations hereunder, the said Party shall not be under any liability for any loss suffered by the other party as a result of the consequence of the non-performance and the affected party shall notify the other party in writing immediately upon the occurrence of the force majeure event. The Parties may mutually terminate this Agreement upon the expiry of one (1) month period from such notice.

  58. Limitation of Liability: No Party is liable for indirect, incidental, or consequential damages. Limitations don't apply to wilful misconduct, gross negligence, or specified acts like fraud or breaches of confidentiality.

  59. Exception to Limitation: Limitations of liability don't apply to certain acts, such as fraud, breaches of intellectual property rights, and actions prohibited by law.

  60. Beyond Reasonable Control: Music Tribe is not liable for damages or losses beyond its reasonable control.

  61. Aggregate Liability: Subject to exclusions, Music Tribe's aggregate liability is limited to the annual transaction value of this Agreement.

  62. Notices and Communications: All notices, requests, demands, or other communications under this Agreement shall be given in writing and deemed duly given as follows:

    1. Personally delivered: On the date of delivery
    2. Prepaid registered post or recognized "next-day" courier service: On the third (3rd) business day
    3. Sent by fax: When transmitted, with confirmed receipt
    4. Given by electronic mail: When transmitted

  63. Change of Information: Either Party may notify the other in writing of a change to its details for collaboration. The change is effective on the specified date or, if not specified, seven (7) days after notice.

  64. Anti-Bribery and Anti-Corruption: Both Parties agree to comply with applicable anti-bribery and anti-corruption laws. The Parties shall not engage in activities violating any applicable anti-bribery laws and shall report any such conduct immediately.

  65. Exclusivity: This Agreement does not confer exclusivity on either Party, and both are entitled to enter similar arrangements with third parties unless otherwise agreed.

  66. Public Announcements: Parties agree not to make public announcements, press releases, or disclose the terms of this Agreement without express written consent from the other Party.

  67. No Representation: No Party has the authority to bind or commit the credit of another Party.

  68. Costs: Each Party bears its own costs, legal fees, and expenses related to the preparation, negotiation, and execution of this Agreement.

  69. No Waiver: No failure or delay in exercising any right, power, or privilege under this Agreement constitutes a waiver. Partial exercise doesn't preclude further exercise.

  70. Severability: If any provision is declared illegal or unenforceable, it shall be deemed deleted, and the remaining provisions shall remain in full force.

  71. Entire Agreement: This Agreement supersedes any prior agreements and represents the entire understanding between the Parties.

  72. Variation and Modification: The Agreement can only be varied, modified, or cancelled in writing by duly authorized representatives of each Party.

  73. Counterparts: This Agreement may be signed in multiple counterparts, and all counterparts together constitute one and the same document.