This Agreement is made on the date the Label ticked the box stating they “accept the terms and conditions” and each time they submit a new release.
My Client Zone is owned by Horus Music Limited.
This agreement is between: The person purchasing the distribution service will hereinafter be referred to as the “Licensor” of the one part
Horus Music Limited (Company Number 05914312) whose registered office is at The Dock, 75 Exploration Drive, Leicester, LE4 5NU, ENGLAND, hereinafter referred to as “Horus Music”.
The Licensor and Horus Music are together called the “Parties” and each, individually, a “Party”.
This is a joint digital music and physical distribution contract. This contract is non-exclusive, which allows the Licensor to make available to Horus Music any specific releases it chooses. Any release sent to Horus Music will then be treated as exclusive to Horus Music for the Territory unless otherwise agreed in writing. This contract is subject to the terms and conditions set out below..
‘Intellectual Property Rights’
Copyrights, domain names, database rights, design rights, trade mark, and all other creations registered or otherwise that can be protected under patent, copyright, trade mark or similar laws.
Original, fully edited, fully mixed down and mastered, audio and video recordings delivered to Horus Music.
Any materials listed in clause 1.
Information associated with a release that includes artist names, barcodes, ISRC codes (track codes), composers, producers, album titles, track titles, dates, copyright information and any other information required by stores and services.
This is also known within the music industry as a One Sheet. The sheet contains an overview of information about the release as well as details of any marketing and promotional activities.
The World for Delivery of digital master recordings and United Kingdom only for physical manufactured items. If the Licensor requires territorial restrictions for an individual release, written notification should be sent to Horus Music at the time the release as per clause 3.5.
‘My Client Zone’
An online platform owned, developed and hosted by Horus Music that allows users to upload their Masters, edit their releases, view daily and monthly sales, download statements and invoices and use other tools that Horus Music makes available at any time.
Subject Of The Agreement
1. Grant Of Rights
1.1 The Licensor hereby grants to Horus Music the right to distribute from its catalogue the following:
- Physical Sound carriers.
- Digital audio Masters.
- Digital video Masters.
- Artist pictures.
- Artwork associated with any release.
- The Artist’s name.
- Artist logo.
- Lyrics to songs.
- Digital booklets.
- Press releases and Sales / One Sheets.
- Metadata that is associated with any release.
1.2 The Licensor grants and certifies they have all licences, agreements and contracts in place giving them full legal rights and authority to distribute Masters and any of the material listed in 1.1.
2.1 This is a non-exclusive agreement in the sense that the Licensor is free to choose which distributor or aggregator will distribute each Licensor Master.
2.2 By sending a Master to Horus Music the Licensor grants to Horus Music the exclusive right to distribute that Master in the Territory in all media and to all services and platforms approved by Horus Music subject only to any restrictions notified to Horus Music in accordance with Clause 3.5. This track exclusivity is a requirement of all download stores and mobile and streaming sites supplied by Horus Music.
2.3 If any Master that is distributed by Horus Music is also found to be distributed by another company Horus Music will ask the Licensor to issue a take down notice. If the Licensor does not cooperate or fails to deal with the issue, Horus Music may terminate this contract by written notice.
2.4 Horus Music reserves the right not to distribute any Master that contains racial or religious hatred, encourages or glorifies any criminal activity, or in which the finished product is not well produced or made and is deemed to not be of a releasable quality.
3. The Licensor Will:
3.1 Supply each Master that it wishes Horus Music to distribute to the specification set out in Appendix Two together with all applicable Metadata and other Materials at least six weeks in advance of the global release date. If the Licensor is unable to supply Masters to the correct specification, then Horus Music will request the Licensor to make the necessary changes unless the Licensor requests Horus Music to make the changes on their behalf that will be subject to the charges as specified in Appendix One;
3.2 Ensure that items to be physically distributed conform to the standards set out in Appendix Three. Failure to do so will result in remedial charges being made to the Licensor as stated in Appendix One;
3.3 Upload their Masters via My Client Zone or via FTP or any other bulk upload facility agreed with Horus Music if there are a significant number of weekly releases;
3.4 Supply Sales Sheets, pictures and logos required for promotion and all other relevant Materials listed in clause 1 at least six weeks prior to the release;
3.5 Notify Horus Music by email at the time of delivery of all restrictions that may apply to the grant of rights hereunder including stores not permitted to sell any Master;
3.6 Ensure Masters that contain swearing, lyrics of sexual nature or criminal nature are identified to Horus Music at the time of delivery as explicit content;
3.7 Liaise with Horus Music to promote the Masters subject to prior commitments; and
3.8 Pay any invoices issued by Horus Music within 7 (seven) days. Horus Music may withhold any royalties until outstanding invoices are paid in full. If a payment is due for a service or other billable item that is not listed in Appendix One, Horus Music shall agree the sum due with the Licensor in writing prior to the date Horus Music issues the invoice.
3.9 Any technical issues or store problems must be raised in writing to Horus Music via firstname.lastname@example.org.
4. Horus Music Will:
4.1 Distribute the Masters using its own in-house digital delivery platform (My Client Zone) or other means to all its partner stores and services from time to time except any notified to Horus Music as excluded under clause 3.5;
4.2 Use reasonable endeavours to have Masters available to the public on the agreed release date, however Horus Music cannot guarantee availability on any date as this is out of its control and dependent on (a) when the Licensor delivers the Masters to Horus Music and (b) whether the stores will accept the Masters;
4.3 Take all reasonable precautions to ensure that piracy and pre-release of the Masters are minimised;
4.4 Keep secure all Masters and Materials delivered to Horus Music;
4.5 Create track Metadata where needed and provide this to online stores, aggregators, and mobile communications companies where this is not supplied by the Licensor;
4.6 Distribute physical masters to any online stores and retail stores in the United Kingdom only; and
4.7 Horus Music will not physically distribute Masters without the online equivalent being made available to Horus Music for distribution (unless no digital Master is created).
4.8 Horus Music will endeavour to respond to written communication within 24 hours between Monday to Friday.
5. Duration Of Rights And Termination:
5.1 By submitting a Master to Horus Music for distribution the Licensor grants to Horus Music the exclusive right to distribute that Master for an initial period of three (3) years from the date of first release (the 'Term'), save that the Licensor may terminate online rights to any Master after the first year in accordance with clause 5.6 below.
5.2 The Term of each Master shall automatically renew for successive further one year periods after the initial three year Term unless notice is given by the Licensor as stated in below prior to the end of any period.
5.3 The Term of any Master can be terminated by either the Licensor or by Horus Music at the end of the initial three year Term or at the end of any one year renewal provided that the terminating Party gives notice to the other at least thirty (30) days before the end of the then current period.
5.4 Upon termination or expiration of this Agreement for any reason, Horus Music shall immediately cease all exploitation use and distribution of the Masters and shall promptly delete all forms of the Masters from its servers and delete or destroy all other items relating to the Licensor, with the exception of Metadata for the purpose of accounting subject only to existing bona fide third party interests.
5.5 Horus may terminate this Agreement in its entirety by notice with immediate effect if the Artist does not provide correct communication details, breaches security on My Client Zone, provides Masters that have been illegally obtained or not licensed, it is deemed the Artist does not hold legal Master or Publishing agreements or authority to distribute or is in breach of this Agreement or does anything that could cause harm between Horus and its partners:
5.5.1 It is in dispute with the other Party and the dispute is not resolved by the dispute resolution procedure in clause 11.9 below; or
5.5.2 The other Party goes into a voluntary or compulsory liquidation or a reconstruction for the benefit of creditors
5.6 Unless this Agreement is terminated beforehand in accordance with this Clause 5, any Master distributed by Horus Music must remain online for a minimum of one year. If the Licensor requires a Master to be taken down from sale after a one-year period it must notify Horus Music stating the barcode of the Master that needs to be taken down. Horus Music will issue a takedown notice within seven working days of written notice to all stores unless the Licensor has outstanding debts owing to Horus Music.
5.7 If for any reason Horus Music is obliged to issue a takedown notice to any online store or platform, Horus Music cannot be responsible, once that notice is issued, for any delay in the process of takedown by any store or platform, since that is outside our control.
5.8 Horus Music will accept a takedown request prior to the first anniversary of release on receipt of the early takedown fee in Appendix One.
5.9 Horus Music may terminate this Agreement by notice with immediate effect if the Licensor does not provide correct communication details, breaches security on My Client Platform, provides Masters that have been illegally obtained or not licensed, or is in breach of this Agreement or does anything that could cause harm between Horus Music and its partners.
6.1 Horus Music will pay the Licensor eighty per cent (80%) of all Net Receipts and will account to the Licensor on a monthly basis within 30 days following the end of each calendar month.
6.2 Horus Music shall self-bill royalties owed to the Licensor. The Licensor will be able to obtain a copy of the self-billing invoices from My Client Zone along with any detailed reports.
6.3 The term “Net Receipts” shall, save as expressly provided to the contrary elsewhere herein, mean the total of all gross monies, fees, royalties and advances (hereinafter called “Gross Income”) actually received by Horus Music from the sales of the Masters after first deduction from Gross Income of all costs, fees, tax, VAT, file discounts and expenses incurred by Horus in connection with the same (including without limitation any music publishing royalties payable in respect of digital sales).
6.4 Horus Music will account in the currency of Great British Pounds Sterling unless other currencies are made available on My Client Zone.
6.4.1 If the Licensor wishes to be paid into an account outside of the United Kingdom, then no payment of royalties will be made if the total due to the Licensor for that month is less than ten Great British Pounds Sterling (£10.00).
6.4.2 If the amount due per month is less than ten Great British Pounds Sterling (£10.00), the total amount will be rolled over until the minimum amount has been reached.
6.4.3 The Licensor may request in writing a higher minimum payment.
6.5 Both Horus Music and the Licensor will pay their own bank fees.
6.6 Horus Music will pay the Licensor via Western Union who will pay direct to the Licensor bank account.
6.7 If the Licensor is based outside the UK any payment to the Licensor will be subject to an overseas transaction fee as specified in Appendix One.
6.8 Horus Music shall maintain full and accurate books of account in relation to the digital and physical distribution of Masters. The Licensor or its representative shall be entitled not more than once in each calendar year on giving at least sixty (60) days written notice to Horus Music to inspect such books of account (insofar as they relate to the subject matter of this Agreement) at the offices of Horus Music during normal office hours, subject always to the following conditions:
6.8.1 All information obtained in the course of such examination shall be deemed confidential and shall not be disclosed to any third party (other than in confidence to the Licensor’s professional advisers).
6.8.2 If such inspection reveals a shortfall in funds due to the Licensor in excess of ten per cent (10%) then Horus Music will contribute to the reasonable cost, which shall be pre-agreed in writing, of such audit (excluding any travel or accommodation costs) provided that the said accounting company is a chartered accountant located in England.
6.8.3 Any errors must be notified to Horus Music within 12 months of the statement date. Failure to notify within this period will constitute acceptance of the statement in its entirety.
6.9 Horus Music provides a daily statistical overview of sales and streams from certain stores (which supply the data to Horus) and will share this information with the Licensor. This data is a guide only to sales and streaming and does not form any part of the final monthly accounting.
6.10 Horus Music shall have the right to suspend payments of royalties and income for a reasonable period (up to a maximum of 36 months and up to an amount commensurate with any losses, damages or costs which may be incurred by reason of any breach of these terms and conditions) if at any time the Artist is in breach of any clause of this agreement.
6.11 Horus Music shall have the right to refuse all royalty and income payments under clause 11 below, where a breach of law has occurred or where ordered by a Court of Law.
7.1 If Horus Music is obliged by the laws of any part of the Territory to deduct and withhold income or other similar tax from sums due to the Licensor under this Agreement, Horus Music shall provide the Licensor with a certificate of such deduction/withholding.
7.2 If the Licensor is VAT (Value Added Tax) registered within the United Kingdom, Horus Music will self-bill itself on behalf of the Licensor to ensure royalties are paid quickly with VAT included. No VAT payments will be made until the Licensor has first signed a VAT Self Billing Declaration and provided a valid copy of their VAT certificate.
7.3 Licensors based in Europe must still provide Horus Music with a VAT number if registered, however no VAT is payable.
8. Rights Of Third Parties (Exclusion):
For the purpose of the Contract (Rights of Third Parties) Act 1999, this Agreement does not, and is not intended to give any rights, or any right to enforce any of its provisions, to any person who is not party to it.
9. Intellectual Property:
9.1 All Intellectual Property Rights in the Masters and Materials are reserved to the Licensor.
9.2 The Licensor grants a licence to Horus Music for use of the Intellectual Property Rights in the Masters and Materials for the relevant Term(s) and agrees to indemnify Horus Music against any third party claims for infringement of such Intellectual Property Rights resulting from this licence.
9.3 The Licensor warrants that it is fully authorised to send to Horus Music any Masters it submits for distribution and to permit Horus Music to sell and distribute such Masters, and that it will be solely liable for all royalties or other sums due to the artist and/or any other parties in respect of such sale and distribution (save music publishing royalties).
9.4 The Licensor agrees to indemnify Horus Music against any claim made against it on the grounds that distribution of the Masters or use of any Materials is unauthorised.
9.5 The Licensor agrees to indemnify Horus Music against any claim made against it in respect to the content of the Masters or Materials.
10. Self Promotion:
The Licensor is entitled to promote its Masters in any form it chooses, notwithstanding any clause within this Agreement.
11.1 If the Licensor finds unlawful copies of their Master being sold on the internet or within stores, Horus Music will offer assistance on a basis mutually agreed in an attempt to ensure all unlawful sales are stopped at the earliest opportunity.
11.1.1 If Horus Music is involved in the removal of illegal sales, the Licensor will be required to reimburse to Horus Music any legal fees Horus has incurred.
11.1.2 Horus Music is entitled to retain 50% of all income (after deduction of legal fees) received from any site or store involved in illegal sales.
11.2 If a third party alleges that any Master submitted for distribution by the Licensor is infringing their copyright, Master or Publishing right:
11.2.1 Horus Music will notify the Licensor of such allegation and ask for its comments within 24 hours. The party who has made the allegation will be copied in to such notice;
11.2.2 The Licensor will be required to contact the alleging party and deal directly with them and where necessary provide necessary documentation proving it holds all necessary rights. Horus Music must be kept up to date with how these discussions are progressing;
11.2.3 Horus Music has the right in its own discretion to take down the applicable Master(s) without notice or further consultation with the Licensor. Horus Music will not be held liable or in breach of contract for any content it removes from online stores or streaming sites on this basis; and
11.2.4 Horus Music has no obligation to account to the Licensor for any sales or streaming of Masters that are shown to not belong to the Licensor or where necessary Master or Publishing agreements or licences are not in place. Horus Music may require repayment of any sums paid to the Licensor in respect of such sales.
11.2.5 The Licensor will be held fully responsible for any illegal sales, illegal activity, accounting and dealing with any third parties in such matters.
12. Online Platform:
Horus Music will give the Licensor access to My Client Zone on which it can upload its Masters, track its daily sales and streams, view and download monthly accounting statements and use a number of tools to help promote its Masters. The Licensor agrees that:
12.1 My Client Zone, along with all tools contained within, is the sole property of Horus Music;
12.2 All user names and passwords will remain confidential and will not be passed on to any other party or company;
12.3 Horus Music will not be liable for any services that may not be available on My Client Zone from time to time or if My Client Zone is offline for a period of time;
12.4 It will not attempt to change, modify, copy or interfere with the programming code that operates My Client Zone;
12.5 It will not attempt to break into secure areas of My Client Zone or access the hosting servers or compromise the platform's security in anyway;
12.6 It will not attempt to log into another user's area;
12.7 It will not show My Client Zone to any competitor of Horus Music;
12.8 Horus Music will ensure My Client Zone is kept secure and all assets are backed up on a regular basis;
12.9 Horus Music has the right to suspend any access to My Client Zone at any time; and
12.10 At times Horus Music may make available additional services via My Client Zone that are paid for services. The Licensor will not be charged for any service that it has not opted into.
13.1 All sums mentioned in these Terms and any rate card are exclusive of VAT.
13.2 Neither Party shall be liable to the other for any breach of these Terms caused by any act of God, war, revolution, riot, civil disturbance, strike, lock-out, flood, fire or other cause not reasonably within the control of that Party. Horus Music will still account for any sums payable to the Licensor unless the ability to do so is specifically affected.
13.3 Horus Music will not be liable if any Masters are refused by stores or removed from stores.
13.4 The Licensor will be responsible for checking stores and reporting back to Horus Music any technical problems via written notification. Horus Music will use its reasonable endeavours to correct any problems reported to it to the extent it is with the control of Horus Music to do so.
13.5 The terms and conditions of this Agreement and its Annexes shall not be capable of variation except in writing signed by a representative of each Party.
13.6 The Licensor agrees that it has taken legal advice before signing this Agreement.
13.7 Each Party agrees that it will not publish or disclose (except to its professional advisors) any information concerning the business or affairs of the other party which is marked confidential, or which the party should reasonably understand to be confidential, except information which becomes available to the public (other than as a result of a breach of this clause) or becomes available to the receiving party from other sources free of restriction as to its use or disclosure.
13.8 Nothing herein shall be deemed to create a partnership between the Parties or the relationship of employer / employee.
13.9 The Parties will have a meeting or hold a telephone conference within fourteen working days of either Party receiving from the other a written notice of any dispute relating to this Agreement. If the dispute is not resolved the Parties will seek to resolve the dispute via mediation using the Centre for Effective Dispute Resolution. Each Party will be responsible for its own costs.
13.10 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the English Courts shall be the sole courts of jurisdiction.
Horus Music Charges List
If additional work or services is needed, then the following will be charged to the Licensor as stated in clause 3.1 and clause 3.2. Fees may be revised at the discretion of Horus Music at any time, but only after one month's notice is given to the Licensor.
- HMV Physical Sales Force Fee (fee to see item into stores) - £40.00 per release.
- HMV Standing Line Charge (fee to keep item live for sale) - £20.00 per month, per release.
- Returns of product (cost of items return from stores to Horus) - £1.00 for each unit.
- Courier charges – Actual cost plus 20%.
- Printing of EAN 13 barcodes and attaching to physical items - £1.00 per unit.
- Amazon UK store set up fee - £50.00 per release.
Digital Releases - Audio and Video
- Corrections and changes to Metadata once submitted and delivered to stores - £10.00 per amendment.
- Take down within 12 months of release - £100.00.
- Forced take down within 12 months of release due to piracy - £100.00
- Digital conversations of audio Masters e.g. CD to WAV - £50.00 per release.
- Format conversion of videos up to five minutes - £50.00 per video.
- Digital conversion and re-delivery of picture / artwork - £10.00 per file.
- Renaming and correcting Metadata and files to Horus specification for bulk uploading - £50.00 per release.
- Re delivery or changing of Musical Masters once delivered to stores - £25.00 per Master.
- Re delivery of Video Masters or changing Video Masters once delivered - £50.00 per Master.
- Urgent same day delivery (if delivered before 15:00 UK time) - £60.00 per release.
- Mastering for iTunes (that also includes normal mastering file) - £20.00 per track.
- Writing a Sales Sheet (with 2 revisions) - £100.00 for each sheet created.
- Amendments and additions to Sales Sheets £10.00 per amendment.
- 1 day Artwork design (with 2 revisions) - £150.00
- Additional Artwork Revision - £25.00 per hour.
- PR Digital Marketing - contact us for more information, 4 weeks minimum
- Radio Promotion and Playlisting – contact us for more information, 6 weeks minimum.
- Training to use client area – free for first hour.
- Uploading to client area - £60.00 per audio master, £75.00 for video.
- Overseas royalties transaction fee (outside United Kingdom) - £3.00.
- Creation of Lyric Video - £150.00 per video.
- Chart Registration - £10.00 per release.
- A Unit is defined as a single physical item or one digital configuration.
Digital Files via My Client Zone
- Horus Music will only accept 16 bit, 44.100 KHz or 24-bit WAV, 44.100 kHz to 96 KHz audio files.
- Artwork must be JPEG / JPG, 3000 x 3000 pixels, 300 dpi and RGB minimum. CYMK is not allowed.
- Metadata to be completed in full online.
- The above specification is subject to change. The Licensor will be notified by electronic mail.
Additional Specification for BULK uploading Digital Content.
- You will need a barcode before you can label your files to our specification.
- Audio files must be labelled as: barcode_disc number_track number. Example:
- Label your artwork as: barcode.jpg Example:
- Label your metadata spreadsheet as barcode.xlsx Example:
- If you are including a digital booklet, label as barcode.pdf Example:
- Place all your tracks, artwork, metadata spreadsheet and booklet (if applicable) in one folder. The folder must be named as the barcode. Example:
- When completing the metadata spreadsheet you must adhere to our style guidelines that is available online or by request.
- The package may be transferred to Horus Music directly via FTP, or if it’s below 100megabites in size, via Drop Box. For quantities of 100 or more releases in any one time, you may submit your package on a data CD or Hard Disc.
- Items for physical distribution must contain a bar code that may be either a EAN-13 or UPC-A. Further information is available upon request. To summarise:
- Any booklets, J Cards or other types of printed material must be professionally printed. Home printing is not accepted by Horus Music or any of its clients.
- Physical products that are for distribution by Horus Music must be arranged by the Licensor (including the licensing and payment of all mechanical royalties due). CDR’s will not be accepted by Horus Music or any of their clients.
- The normal size of a bar code is 25.93mm in height and 37.29mm wide.
- It is recommended that the symbol side should not be reduced below 80%.
- The numbers below the symbol should be 2.75mm in height at 100%.
- A minimum of 4mm margin is requested on the left and right of a bar code.
- Place the bar code away from edges and creases.
- Never put the bar code on the spine of the CD / DVD.
- Ensure the barcode is printed in MONO not CYMK.
- Physical items that are intended for HMV or Universal Distribution must follow additional guidelines. A detailed copy is available upon request. To summarise:
- All boxes must contain a 128-EAN.
- All boxes must contain the same number of units.
- Delivery to Universal’s warehouse is by pre-arranged appointment only.
- All boxes require a Goods Received Notice.
- Place an additional Goods Received Notice on the outside of Box One.
- Box one must be clearly labelled.
- Clearly label the boxes for BAY 14 and 15 ONLY.
- Label each box "box 1/2, etc. of x". Where X is the total number of boxes dispatched.
- Ensure the product is well protected whilst being delivered to minimise any possible damage to product. Horus recommends couriers for larger quantities or signed for mail for single or small parcels.