Terms & Conditions

Terms & Conditions

PSM25 | GROUNDTONE

Version: 2025-12-25  •  Dutch law  •  Language: NL

• Chamber of Commerce (KvK): 98654845
• VAT number: NL005346784B38
• Registered address: Torenstraat 31, 4161 CN Heukelum, The Netherlands

Terms & Conditions PSM25 | GROUNDTONE (v2)

Table of contents

1. Definitions
2. Applicability, formation and order of precedence
3. Offers, term and termination
4. Performance, planning and acceptance
5. Groundtone services & audio (product-specific)
6. Online advertising & web development
7. Prices, invoicing and payment
8. Right of withdrawal (B2C only)
9. Conformity & updates (B2C)
10. Liability
11. Intellectual Property (IP)
12. Privacy & DPA
13. Non-solicitation (B2B)
14. Changes to these terms
15. Governing law and forum
16. Annex A – Model withdrawal form (B2C)

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1. Definitions

• PSM25 / Groundtone: the user of these terms.
• Client (business) / Principal (B2B): the business customer (B2B) entering into an agreement with PSM25.
• Consumer (B2C): the natural person not acting in the exercise of a profession or business.
• Services: including Groundtone mixing, audio post-production, web development, online advertising, consultancy, software/licences, digital content and digital services.
• Agreement: the arrangements between PSM25 and Customer (business client or consumer), including appendices (SLA, DPA, offer, order confirmation).
• Digital Content/Service: (personalised) audio files, software, downloads, online tooling, accounts.

2. Applicability, formation and order of precedence

• These terms apply to all offers, assignments and Agreements. Deviations apply only if agreed in writing.
• Order of precedence: Agreement → SLA/DPA → these Terms → PSM25 documentation. In case of conflict, the higher-ranked document prevails.
• For B2B, the client’s purchasing conditions are expressly rejected. For B2C, mandatory statutory rules prevail.

3. Offers, term and termination

• Offers are valid for 30 days unless stated otherwise. Commencement is upon written acceptance or first performance.
• Fixed term: ends by operation of law; interim termination only if agreed.
• Indefinite term: notice period of 1 month (B2C) or 3 months (B2B), unless agreed otherwise.
• Suspension/termination may occur in cases including non-payment, bankruptcy or breach of obligations.

4. Performance, planning and acceptance

• PSM25 performs with due professional care; this is an obligation of best efforts. Timeframes are indicative.
• Phased delivery: the next phase starts after (written) acceptance of the previous phase.
• Acceptance (web/dev/audio): the Customer checks within 5 working days and reports findings in a consolidated manner. No response: deemed accepted (B2B). For Consumers, digital confirmation is provided with at least 48 hours additional response time. Use in production is considered acceptance.

5. Groundtone services & audio (product-specific)

• Not a medical product: Groundtone is not a medical device and does not replace medical advice. Listening safety is the user’s responsibility.
• The Customer warrants rights/clearances for any supplied audio. Custom-made content generally falls under withdrawal exceptions (see article 8).

6. Online advertising & web development

• Budgets are indicative; platform costs may be paid directly by the Customer.
• Cookies/analytics: the website owner is primarily responsible; PSM25 may act as processor under a DPA.
• Web development: approval of a design may be required. Compatibility with the current versions of the two most common evergreen browsers, unless agreed otherwise.

7. Prices, invoicing and payment

• Prices are excluding VAT (B2B) and including VAT (B2C), unless stated otherwise. Payment: 14 days (B2B) / immediate or 14 days (B2C).
• Late payment: statutory (commercial) interest and collection costs; for Consumers in accordance with the Dutch Collection Costs Act.
• PSM25 may suspend performance (pause access/licences) in case of default.

8. Right of withdrawal (B2C only)

• Consumers have a 14-day right of withdrawal for distance purchases, unless an exception applies:
• (a) custom-made/personalised audio and services;
• (b) digital content not supplied on a tangible medium after the start with explicit consent and acknowledgement of loss of the right;
• (c) services fully performed within 14 days at the consumer’s explicit request.

9. Conformity & updates (B2C)

• Digital content/services conform to the Agreement and receive reasonable (security) updates for the period the Consumer may expect. For B2B, the agreed specifications and acceptance apply.

10. Liability

• PSM25 is liable for direct damage up to the amount paid out by the insurer or, if none, up to 50% of the price invoiced for the relevant assignment (one or related event).
• No liability for indirect/consequential damage, data loss or loss of profit, subject to mandatory law. Consumer rights remain unaffected.
• Liability for breach requires prior written notice of default with a reasonable cure period.

11. Intellectual Property (IP)

• Standard (licence model): all IP rights to tools and methods remain with PSM25.
• After full payment, the Business Client (B2B) receives a non-exclusive, non-transferable licence for the agreed purposes/territory/term; the Consumer receives a personal licence for private use.
• Transfer model (optional per project): parties may agree in writing that IP in deliverables is transferred after full payment by deed; PSM25 retains the right to reuse generic know-how.
• Customer-supplied materials remain the Customer’s property; the Customer indemnifies PSM25 against third-party claims.

12. Privacy & DPA

• PSM25 processes personal data in accordance with the GDPR. If PSM25 is a processor for the Business Client, the parties enter into a Data Processing Agreement (DPA). If PSM25 is the controller (e.g., customer administration), the privacy statement applies. Confidential information is kept confidential.

13. Non-solicitation (B2B)

• Actively approaching/hiring PSM25 employees/regular freelancers during the assignment and for 12 months thereafter is prohibited without written consent; a penalty or damages may be claimed.

14. Changes to these terms

• PSM25 may amend these terms. The effective date and changes will be communicated in a timely manner.
• B2B: 30 days after announcement (right to terminate in case of a material change).
• B2C: for ongoing agreements only after explicit acceptance or upon renewal; in case of a material change, the right to terminate free of charge.

15. Governing law and forum

• Dutch law applies; the Vienna Sales Convention is excluded.
• B2B: the competent court is the court of PSM25’s place of establishment, unless mandatory law provides otherwise.
• B2C: statutory consumer forum protection applies.

Annex A – Model withdrawal form (B2C)

To: PSM25 | GROUNDTONE, [address], [email]

I/We (*) hereby inform you that I/We (*) withdraw from our agreement concerning the sale of the following goods/provision of the following service (*)

• Ordered on/received on (*): ………
• Name of consumer(s): ………
• Address of consumer(s): ………
• Signature (only if on paper): ………
• Date: ………

(*) Delete as applicable.

Important notice

Groundtone is not a medical device and does not replace medical advice or treatment. It is intended as support for relaxation and rest. Results may vary.