Terms
General terms and conditions
These terms apply to every quotation, license and service from Cadence Broadcast. They are meant for business customers: broadcasters, stations and the organizations behind them.
Draft: these terms have not had a legal review and are not in force yet.
1. Definitions
- Cadence Broadcast: to be completed, registered with the Dutch Chamber of Commerce under number to be completed.
- Customer: the organization that enters into an agreement with Cadence Broadcast.
- Software: Interlude, Blowtorch and other programs by Cadence Broadcast, with updates and documentation.
- Station: one broadcast programme, on FM, DAB+, cable or the internet, with one playlist of its own.
- License: the right to use the Software for one Station, as described in the quotation.
2. Scope
These terms apply to all quotations and agreements of Cadence Broadcast. The Customer's purchasing or other terms do not apply unless agreed in writing.
3. Quotation and agreement
A quotation is valid for thirty days. The agreement is formed when the Customer accepts the quotation, or when Cadence Broadcast issues a license and the Customer activates it.
4. The license
- The Customer receives a non-exclusive, non-transferable right to use the Software for the number of Stations, on-air machines and workstations in the quotation, for as long as the agreement runs.
- The Customer may not rent out, resell, modify or reverse engineer the Software, except as far as mandatory law allows.
- The Software checks the license at the Interlude Server. An expired, missing or unreadable license never takes the station off air. After a grace period of fourteen days the Software may restrict editing of planning, library and settings; playback, Autoplay and dead-air fill keep working.
5. Pilot programme
If the Customer takes part in the pilot programme, the term, price and conditions of the pilot quotation apply. Software in a pilot may include features still in development. The Customer gives Cadence Broadcast feedback on its use; Cadence Broadcast may use that feedback freely to improve the Software.
6. Price and payment
- Licenses are invoiced per Station per year in advance. Prices exclude VAT.
- Payment is due thirty days after the invoice date. Late payment carries the Dutch statutory commercial interest.
- Cadence Broadcast may change its prices once a year, with at least two months' notice. If the Customer does not agree, it may terminate the agreement as of the date the new price takes effect.
7. Updates and support
While the agreement runs, the Customer receives updates to the Software and support by email during the hours on the contact page. Support is a best-efforts obligation unless the quotation states a service level.
8. The Customer's obligations
- The Customer provides suitable machines, a working network and backups of its own data.
- The Customer arranges the rights to what it broadcasts, such as music rights with the collecting societies, and pays for them.
- The Customer keeps its login details and license key confidential.
9. Intellectual property
All rights in the Software remain with Cadence Broadcast or its licensors. Open-source components are covered by their own licenses, which can be found in the Software.
10. Liability
- Cadence Broadcast's liability is limited to direct damage and to the amount the Customer paid for the license concerned in the twelve months before the event causing the damage.
- Cadence Broadcast is not liable for indirect damage, such as lost revenue, missed advertising income, fines from regulators, or damage from silence on air.
- These limits do not apply in case of intent or deliberate recklessness by Cadence Broadcast or its management.
- The Customer reports damage as soon as possible and in writing within twelve months at the latest.
11. Force majeure
Cadence Broadcast is not obliged to perform where force majeure prevents it, such as failures at suppliers or hosting, network outages, or government measures.
12. Privacy
How Cadence Broadcast handles personal data is set out in the privacy statement. Data that Cadence Broadcast processes on the Customer's behalf, such as debug logs, is covered by the data processing agreement.
13. Term and termination
- A license runs for one year and renews for a year each time, unless a party terminates in writing at least one month before the end.
- A party may dissolve the agreement if the other, after written notice with a reasonable period to remedy, remains in default.
- After the end, the Customer may no longer use the Software for new broadcasts. On request, Cadence Broadcast gives the Customer an export of its own data.
14. If Cadence Broadcast stops
If Cadence Broadcast ceases to exist without anyone continuing the Software, it will make available a license with which the Customer can keep using the last version of the Software without an end date.
15. Law and disputes
Dutch law governs these terms and all agreements. Disputes go to the competent court in the district where Cadence Broadcast has its registered office.