Terms and Conditions

Definitions

Deliverables: The final, downloadable audio files and related materials provided to the Client after the Project is completed and all payments are received.

Project: The specific audio production work agreed upon, as detailed in Section 1.

Project Section: A distinct part of the Project (e.g., a single song mix/master, a podcast episode).

Reasonable Revisions: Adjustments based on original materials and goals (e.g., balance, levels, minor edits), excluding major structural changes or new material additions.

Kill Fee: The non-refundable portion of the project fee if the Client cancels after work has begun.

Force Majeure: Circumstances beyond reasonable control preventing timely completion of the Project.

1. Services & Scope

Services Offered:

• Mixing
• Mastering
• Podcast Production
• Audiobook Production
• Other (to be specified)

Service Specifications:

• Mixing: Includes balancing, panning, EQ, compression, and creative effects of multitrack audio to create a cohesive stereo or surround sound mix.
• Mastering: Includes processing of final stereo mix to optimize loudness, tonal balance, and compatibility across playback systems.
• Podcast Production: Includes editing dialogue, noise reduction, adding music/effects, loudness normalization.
• Audiobook Production: Includes editing narration, noise reduction, consistent loudness, chapter markers.

The selected and described services define the agreed Project scope. If "Other" is selected, the provided description defines the scope.

Services not listed or agreed upon in writing are outside this agreement and may need a separate quote or amendment.

This agreement covers audio production using materials provided by the Client.

It generally excludes songwriting, recording, extensive editing/tuning, or physical delivery unless explicitly agreed upon in writing and quoted.

2. Material Preparation and Submission

Client Responsibilities:

The Client must prepare and provide audio materials meeting the following requirements:

Technical Requirements:

• Format: WAV (.wav).
• Sample Rate/Bit Depth: Match the Client's session settings (minimum 24-bit recommended). Do not up/downsample.
• Headroom: Ensure sufficient headroom; avoid clipping/distortion on tracks or the master bus (unless intentional, then provide a clean version too).
• Master Bus Processing: Remove all processing (compressors, limiters, EQs) from the master bus before export, unless it's a key creative element (provide a version without processing if unsure).
• Effects: Provide dry stems (no reverb, delay, etc.), unless the effect is crucial and cannot be replicated (provide both wet and dry stems if unsure).
• Timing: All stems must start from the exact beginning of the Project (e.g., 0:00) for alignment.
• Organization: Organize material into clearly labeled folders and files.
• Content Quality: Files should be free from unwanted noise, clicks, or artifacts unless intentional.
• Context: Provide necessary references (e.g., rough mix, sound examples, scripts).

File Naming Convention:

• Use: G_TrackName.wav (Group Initial_Track Name, no spaces).
• Group Initials: V (Vocals), I (Instruments), D (Drums), B (Bass), K (Keys/Synths), SFX (Sound Effects), FX (Return FX), P (Percussion), O (Other).
• Examples: V_LeadVocal.wav, I_GtrSolo.wav, D_KickIn.wav.

Folder Naming:

• Consolidate materials for each Project Section into a .zip folder.
• Examples: ArtistName_SongTitle_Stems_BPM_Key.zip, PodcastName_EpisodeXX_Materials.zip.

Client Material Review:

The Client is solely responsible for reviewing all material for accuracy, completeness, and quality before submitting it to the Provider. The Provider is not responsible for errors or omissions in the source files provided by the Client.

If material is not properly prepared or incorrect files are sent after work has commenced, the Provider reserves the right to pause work until correct materials are provided. Delays to the estimated turnaround time and additional fees, quoted based on the extent of rework required, will occur.

The Provider may, at their sole discretion, accommodate minor file fixes without additional charge, but this is not guaranteed.

Material Submission:

The Client should send the consolidated .zip file(s) to the Provider's email address via a secure download link (e.g., WeTransfer, Google Drive, Dropbox) or other agreed method.

3. Workflow

1. Signature & Initial Payment: Client signs the Terms and Conditions and makes the initial payment (Section 4) to secure the Provider's time slot.
2. Material Submission: Client submits prepared materials per Section 2 requirements.
3. Work Commences: Provider begins work on the Project.
4. Review V1: Client receives the first version (V1) of the Project Section for review (via streaming link or download, depending on payment option).
5. Feedback & Revisions: Client provides feedback (ideally written, with timestamps/clear descriptions). See Section 7 for full revision details.
6. Review & Approval: Client reviews the latest version and provides written approval within ten (10) business days. No response within this time implies approval. See Section 4 for full approval details.
7. Final Payment & Delivery: Client makes the final payment (if applicable, per Section 4). Upon payment confirmation, final Deliverables are provided via secure transfer or agreed method.

Client Responsiveness: The Client agrees to provide timely feedback as outlined in Section 7. As stated in step 6, no response within ten (10) business days implies approval of the latest version. Prolonged unresponsiveness may affect the Provider's schedule and potentially impact project timelines.

4. Payment Terms

Accepted Payment Methods: Bank Transfer (details provided upon agreement signature).

Payment Options:

• Option 1: 50/50 Payment

  • 50% deposit due before work starts.
  • Remaining 50% due upon the earlier of: (a) Client's final approval (Section 3, Step 6), or (b) Provider delivering the 5th revision (V5).
  • Versions are previewed via non-downloadable streaming until final payment.
  • Final payment unlocks Deliverables download.
  • Payment for additional revisions (beyond V5, see Section 7) is due in full when commissioning the extra revision, before work starts.

• Option 2: 100% Upfront Payment

  • Full payment for the initial scope (including up to 5 revisions) is due before work starts.
  • Allows access to downloadable Project Section files from V1 onwards.
  • Payment for additional revisions (beyond V5, see Section 7) is due in full when commissioning the extra revision, before work starts.

4.1 Refund Policy

General: Refunds processed within 90 business days where applicable. Client's subjective assessment doesn't determine refund eligibility. All delivered work undergoes high-standard quality control. Completed and delivered work cannot be undone.

Eligibility Based on Cancellation Stage:

• Before Work Starts: Full refund of payments made.
• After Work Starts, Before V1 Delivery:
  • Option 1 (50/50): Initial 50% deposit is non-refundable (Kill Fee).
  • Option 2 (100% Upfront): 50% of the total project cost is non-refundable (Kill Fee).
• After V1 Delivery: No refunds. Client remains liable for the full project cost.

4.2 Late Payment Penalties

Payments not received by the agreed due date will incur a late fee of 5% of the outstanding amount per week for as long as the payment remains outstanding. Additionally, work on the Project will be suspended until payment is received in full, potentially affecting the project timeline. The Provider reserves the right to withhold all Deliverables until all payments, including any late fees, are received in full. After 6 months of non-payment, the Provider may also pursue legal action to recover the outstanding amount plus all accrued late fees and any associated legal costs.

5. Deliverables

Standard Deliverables include:

• WAV (16-bit, 44.1kHz - Standard CD/Streaming)
• MP3 (320kbps - High-Quality Compressed)
• High-Resolution WAV (Original Session Rate/Bit Depth - Archival)

Custom Deliverables: Additional formats or specifications may be available upon request and may incur additional fees.

Delivery Method: All Deliverables will be provided via secure digital transfer (download link). The link will remain active for 30 days after delivery. The Client is responsible for downloading and securely storing all files within this period.

6. Intellectual Property, Ownership & Archiving

Ownership:

Upon full payment (including any extra revision fees), ownership of the final Deliverables transfers to the Client. The Provider retains ownership of all session files, project files, and production techniques used to create the Deliverables.

Promotional Use and Portfolio Rights:

Provider retains the right to: (1) use short snippets (max 60 seconds) of final Deliverables for promotion; (2) include the Project in Provider's professional discography and portfolio; and (3) list the Project title, Client/Artist name, and Provider's role in any promotional materials, website, social media, or professional platforms. The Provider will credit the Client appropriately in any promotional use.

Credits and Attribution:

Client is responsible for crediting the Provider in all record label documentation, physical/digital releases, social media posts, articles, publications, and any other public-facing materials regarding the Project. Credits should include the Provider's name and role (e.g., "Mixed by Giovanni Cordova," "Mastering: Giovanni Cordova"). The exact placement and format of credits shall follow industry standards for the specific medium.

Client Rights Confirmation:

Client confirms they hold all necessary rights, licenses, and permissions for materials provided and indemnifies the Provider against any third-party claims arising from the use of Client-provided materials, including but not limited to copyright infringement claims.

Archiving:

Provider will archive original session materials and final Deliverables for up to two (2) years from the agreement date, following standard archival practices. Archived material typically includes final session files, stems, and Deliverables.

While reasonable care is taken, perpetual storage or recovery from data loss cannot be guaranteed. Extended archiving beyond two years is available for an additional fee of €50 per year, payable annually in advance.

7. Revisions & Material Changes

Included Revisions:

Up to five (5) rounds of Reasonable Revisions (V1-V5) per Project Section are included. This covers adjustments based on original materials and goals (e.g., mix balance, levels, minor edits).

It excludes major structural changes (e.g., rearranging sections), adding new material, or extensive editing/tuning unless initially quoted. Examples of major changes: adding/removing verses/choruses, significant re-editing.

Additional Revisions (V6+):

Revisions beyond the included five rounds incur an extra fee per round, quoted based on complexity, usually 50% of the initial price per revision. Additional Revision payment is due in full upon commissioning, before work starts.

Material Resubmission:

Submitting new or significantly altered source material after work starts will require rework and incur additional charges (potentially equivalent to restarting the Project Section), quoted based on the changes. Payment for this rework is due upfront. Minor fixes may be accommodated at Provider's discretion.

Scope Limitation:

Revisions are limited to the original scope and materials. Requests outside this scope may require a new quote or agreement.

Revision Response Time:

The Client agrees to provide revision feedback within ten (10) business days of receiving each version. Failure to provide feedback within this timeframe will be considered approval of the version as delivered.

8. Turnaround Time

Estimate:

An estimated turnaround time is provided upon receipt of initial payment and all compliant materials (Section 2).

Typical Time:

Usually 3-7 business days per Project Section revision round, depending on complexity and workload.

Delays:

Provider aims to meet estimates but is not liable for delays beyond reasonable control (e.g., Client delays, technical issues, illness).

Rush Service:

Available if schedule permits, subject to a 50% surcharge on the total project cost.

Progress Updates:

The Provider will provide regular progress updates during the project. If a significant delay is anticipated, the Provider will notify the Client promptly and provide a revised estimated completion date.

9. Communication

Methods:

Primarily email. Other communication methods (telephone, text messaging, video calls, etc.) must be explicitly agreed upon in writing before being used for project-related communications.

Response Time:

Provider aims to respond within 24 business hours (Mon-Fri, excluding public holidays).

Client Communication:

Clear and timely communication from the Client is vital. Delays in Client responses may impact project timelines.

Calls:

Telephone calls should be scheduled in advance during business hours and confirmed in writing.

Primary Contact:

The Client will designate one primary contact person for the project to ensure consistent communication and decision-making.

10. Confidentiality

Provider Obligations:

Provider will keep Client's unreleased material, project details, and confidential information private and won't share with third parties without written consent, unless required by law.

Client Obligations:

Client agrees to keep Provider's production techniques, processes, and business practices confidential and not to share them with third parties without written consent.

Duration:

These confidentiality obligations shall remain in effect indefinitely, with no expiration date, continuing even after the completion of the Project.

11. Warranty Disclaimer & Usage Limitations

Quality Commitment:

The Provider commits to delivering work of the highest technical quality according to professional industry standards, utilizing the Provider's full experience, skills, and abilities. However, the Provider makes no warranties, express or implied, regarding commercial success, marketability, or public reception of the Deliverables.

Ethical Use:

The Provider delivers the Deliverables with the understanding they will be used for legitimate purposes. The Provider expressly dissociates from any illegal, defamatory, or harmful use of the Deliverables and reserves the right to decline future collaborations with Clients who utilize deliverables for such purposes.

Client Content Warranty:

The Client warrants that all content provided to the Provider for the Project does not violate any applicable laws, regulations, or third-party rights, including but not limited to copyright, trademark, privacy, and publicity rights.

12. Force Majeure & Equipment Failure

Force Majeure:

Provider is not liable for delays or failures caused by circumstances beyond reasonable control (e.g., acts of God, war, natural disasters, pandemics, government restrictions).

Equipment Failure:

Provider is not liable for delays caused by equipment failure, digital file corruption, or similar technical issues. In such cases, the Provider will notify the Client promptly and provide a revised timeline. The Provider maintains appropriate backup systems but cannot guarantee against all possible technical failures.

Mitigation:

In the event of Force Majeure or equipment failure, the Provider will make reasonable efforts to mitigate the impact and resume work as soon as possible.

13. Limitation of Liability

Provider's total liability for any claim arising from this agreement, regardless of the form of action, shall not exceed the total amount paid by the Client for the Project.

Provider is not liable for indirect, incidental, special, consequential, or punitive damages arising from the services, including but not limited to loss of profit, revenue, data, or business opportunities.

14. Governing Law & Dispute Resolution

This agreement is governed by the laws of Italy. Disputes will be resolved exclusively by the competent courts in Brescia, Italy.

Before initiating any legal action, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute.

15. Acceptance of Agreement

By engaging the Provider's services, the Client confirms they have read, understood, and agree to these terms and conditions. The Client also confirms possessing all necessary rights, licenses, and permissions for the material provided.

A signable PDF version of this agreement with signature fields will be sent to the Client upon work commissioning. This document will need to be signed and returned before work can commence.