Terms and
conditions of sale

These general terms and conditions of sale (the “T&Cs”) apply to the “Remote Recording” services (remote string recording, with or without arrangement) provided by IN UMBRA, a single-shareholder simplified joint-stock company (SASU) with share capital of €1,000, trading as Verba Volant Studio, registered with the Toulouse Trade and Companies Register (RCS) under no. 102 599 479, whose registered office is at 1 rue des Jacobins, 31000 Toulouse, France (the “Provider”).

These services are offered to business clients only (producers, beatmakers, labels, publishers, artists and companies acting in the course of their professional activity). By placing an order, the client confirms that it is acting for professional purposes.

By placing an order, the client accepts these T&Cs in full. They prevail over any general purchasing terms of the client.

“Recording” formula: the string parts supplied by the client (demo, scores or written parts) are recorded by the Provider, either directly or through the performers it selects, to replace or double the virtual instruments in the demo.

“Arrangement + recording” formula: the Provider writes the string parts from the client’s demo and artistic intentions, then records them under the same conditions.

Available ensembles: 1 instrument, duo, trio or quartet (violin, viola, cello). Beyond a quartet, or for other orchestral instruments (winds, brass, etc.), the service is subject to a specific quote.

“Multi-take” option: the Provider delivers four takes per part, to achieve the effect of an orchestral section.

The services are carried out entirely remotely. The client receives separate, mix-ready audio tracks as 24-bit, 48 kHz WAV files (44.1 kHz on request).

The client picks a formula from the price grid published on the website, then sends the Provider its stereo demo and artistic brief, along with the scores, key and tempo of the track where relevant.

The Provider confirms the order by email. The order becomes binding upon receipt of the deposit provided for in article 5.

The client warrants that the materials it supplies (demo, scores, lyrics, samples) do not infringe any third-party rights and that it is entitled to have them arranged and recorded.

Prices are stated in euros, exclusive of tax (excl. VAT). VAT is added at the rate in force.

Prices are per track, up to a maximum length of five (5) minutes. A longer track, or any request outside the formulas (for example an ensemble of more than four instruments), is quoted separately.

A deposit of 25% of the price excl. VAT is due when the order is placed. Work starts upon receipt of the deposit and of all the materials needed for the service.

The balance, i.e. 75% of the price excl. VAT, is due before the final files are sent. The final files are sent as soon as full payment has been received. A deposit invoice is issued when the order is placed and a balance invoice before the final files are delivered. Payments are made exclusively by bank transfer, upon receipt of the invoice.

No discount is granted for early payment. In the event of late payment, penalties are due automatically, without reminder, at a rate of three times the legal interest rate in force, together with a fixed recovery fee of €40. The Provider may suspend performance of the service for as long as the amount due has not been paid.

The Provider undertakes to deliver the files within ten (10) days at most of the project being confirmed, that is, once it has received the deposit and the complete demo.

This period is suspended until the client has provided the materials or approvals it is responsible for. It may be extended in the event of force majeure (article 12).

The Provider first sends the client a preview of its track with the strings in place. The client has five (5) working days to approve it or request a revision.

One revised version (V2) is included in the price. It covers a single set of changes, requested all at once and within the scope of the initial order. Any further change, or any change to the structure, key or tempo of the track, is charged at 20% of the price (excl. VAT) of the original formula per additional revision, with a minimum of €50 excl. VAT.

The V2 is meant for fine-tuning the arrangement or recording within the original artistic direction. If the client asks for a completely different direction (rewritten parts, a new demo, a new structure or new instrumentation), this counts as a new order, charged at 50% of the formula price (excl. VAT) if requested before final delivery, and at the full price after that.

If the client does not respond within that period, the preview is deemed approved. The files are then sent via a secure download link, in accordance with article 5.

8.1 The client’s work. The composition, the demo and the materials supplied by the client remain the property of the client (or its rights holders). The Provider acquires no rights in the existing work.

8.2 “Recording” formula. Once the price has been paid in full, the Provider assigns to the client, worldwide and for the full legal term of protection, the exploitation rights in the recordings made, for the track identified in the order only. The assignment is exclusive and carries no percentage or additional royalty. The Provider warrants that it holds the rights and written authorisations from the performers that this assignment requires. Performers’ equitable remuneration and private copying royalties, collected by collective management organisations (notably Spedidam and Adami), are not included in the price and remain the performer’s entitlement. The client agrees not to obstruct their collection and to give the performer the recording declarations that concern them (attendance sheet).

8.3 “Arrangement + recording” formula. The arrangement is a derivative work, and the arranger (Zakarius) retains the copyright in it. Once the price has been paid in full, the client may exploit the arrangement as recorded, within the track identified in the order, worldwide and for the full legal term of protection. The client agrees to name the arranger (Zakarius) in any registration of the work with SACEM or any other collective management organisation, with a share of at least 4% of the author’s rights in the work, in line with SACEM’s distribution rules, and to send them a copy of that registration.

8.4 Credit and reference. The client agrees to credit the Provider in the release credits as follows: “Arrangement: Zakarius. String recording: Verba Volant Orchestra”, together with the list of performers as supplied by the Provider. Unless the client asks for confidentiality in writing before delivery, the Provider may cite the project and share short excerpts of it as a reference on its website and in its communications.

The Provider owes a duty of reasonable care and skill (obligation de moyens). Its liability is limited to direct and foreseeable damage and capped at the amount (excl. VAT) actually paid by the client for the order in question.

The Provider is not liable for delays or failures caused by materials the client supplied late or incomplete, nor for the client’s final artistic choices.

Before work starts, the client may cancel its order in writing and the deposit will be refunded. Work is deemed to start once the Provider has received the deposit and the complete demo; from that point, the Provider keeps the deposit. Once the preview has been delivered, the full price is due.

Each party agrees to keep confidential any non-public information it receives from the other in connection with the service (demos, unreleased projects, prices), unless the other party has agreed otherwise in writing.

The Provider is not liable for any failure or delay in performing its obligations caused by force majeure within the meaning of article 1218 of the French Civil Code (illness or unavailability of musicians, major technical failure, network outage, etc.). Deadlines are then extended by the same period.

Personal data collected to fulfil the order is processed in accordance with the privacy policy in the website’s legal notices.

These T&Cs are governed by French law. If a dispute arises, the parties will first try to settle it amicably. Failing that, it will be brought before the Commercial Court of Toulouse (France).