General Terms and Conditions

Document version

Version: 09-07-2026 (English translation of the Dutch original)

Article 1 – Applicability

1.1 These General Terms and Conditions apply to every legal relationship between, on the one hand, YourNeuroTune Operations B.V., having its registered office at Bodepad 1, 5081 MK Hilvarenbeek, the Netherlands, registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 42044804, as well as its affiliated companies that declare these General Terms and Conditions applicable, including YourNeuroTune Licensing B.V., also established at that address and registered with the Dutch Chamber of Commerce under number 42044608 (hereinafter jointly referred to as “YNT”), and, on the other hand, YNT’s Client (hereinafter: the “Client”). YNT and the Client are hereinafter also referred to individually as a “Party” and jointly as the “Parties”.

1.2 These General Terms and Conditions are provided to the Client prior to or upon conclusion of the agreement and can also be consulted at https://yourneurotune.com/algemene-voorwaarden/. By entering into an agreement with YNT, the Client declares that it has received and accepts these General Terms and Conditions.

1.3 If a Service Agreement has been concluded in addition to these General Terms and Conditions, the Service Agreement prevails in the event of any inconsistency between the two.

1.4 The applicability of any general terms and conditions of the Client is expressly rejected.

1.5 YNT is entitled to amend these General Terms and Conditions. Amendments will be announced to the Client by email at least 30 days before they take effect. If the Client does not notify YNT in writing within 14 days of the announcement that it does not agree to the amendment, the Client is deemed to have accepted the amended terms and conditions.

Article 2 – Definitions

In these General Terms and Conditions, the following terms have the following meanings:

a. Playback Device: a physical device purchased by the Client through YNT which, after purchase, is the property of the Client, intended for the local storage and playback of the Music.

b. App: the application offered by YNT through which the Client can stream and play the Music.

c. Service: the entirety of the performance delivered by YNT to the Client under the Service Agreement, consisting of the provision of access to the Music via the Platform, the App and/or the Playback Device, including the associated support and software updates.

d. Service Agreement: the individual agreement between YNT and the Client setting out the specific terms of the Service, including its annexes.

e. Location: a business address of the Client specified in the Service Agreement at which the Service is activated.

f. Music: the music catalogue made available by YNT to the Client through the Service, consisting of phonograms generated by AI systems on the basis of prompts provided by YNT, without the involvement of any human composers, lyricists or performing artists in the musical creation.

g. Platform: the online music platform operated by YNT through which the Client can stream and play the Music.

h. Music Service Certificate: the written statement regarding the origin and status of the Music provided by YNT to the Client upon request. The Certificate does not create any independent rights or obligations.

Article 3 – Use of the Service

3.1 The Client shall use the Service in accordance with the Service Agreement and these General Terms and Conditions.

3.2 The Client is responsible for keeping the login credentials for the Platform and the App confidential. Any use that takes place via the Client’s login credentials is deemed to have been carried out by or on behalf of the Client.

3.3 The Client shall not use the Service in any manner that is contrary to applicable laws or regulations or that infringes the rights of third parties.

3.4 YNT reserves the right to change the composition of the Music catalogue, including adding or removing individual tracks. This does not constitute a failure of performance and does not entitle the Client to compensation or to termination, provided that the nature and scope of the Service are not materially affected.

Article 4 – Availability and maintenance

4.1 YNT shall use reasonable endeavours to ensure optimal availability of the Platform and the App.

4.2 YNT is entitled to temporarily interrupt the Platform and the App for maintenance purposes. Scheduled maintenance will be announced at least 48 hours in advance via the Platform or by email.

4.3 Unscheduled maintenance or malfunctions resulting from circumstances beyond YNT’s control do not entitle the Client to any compensation.

4.4 The Client accepts that the Service depends on a working internet connection at the Location. YNT is not liable for unavailability resulting from circumstances on the Client’s side.

4.5 If the Platform and/or the App is unavailable for more than fourteen (14) consecutive days due to a cause attributable to YNT, the Client is entitled to terminate the agreement by means of a written declaration. In that case, YNT shall refund the pro rata portion of the fees paid in advance for the period not enjoyed, less any outstanding claims.

4.6 Other than in the case referred to in paragraph 5, unavailability does not entitle the Client to termination. Unavailability does not, under any circumstances, entitle the Client to compensation.

Article 5 – The Playback Device

5.1 If the Client has purchased a Playback Device through YNT, it becomes the property of the Client upon payment.

5.2 YNT is responsible for the initial software configuration and for remotely implementing the software updates necessary for the proper functioning of the Service.

5.3 Hardware maintenance, repair and replacement after delivery are at the Client’s expense and risk.

5.4 Upon delivery, the Playback Device must comply with the agreed specifications and be fit for its intended use within the Service. If, upon delivery, the Playback Device has a defect that impedes normal use, the Client must notify YNT thereof in writing within fourteen (14) days of discovery. In that case, YNT will arrange for repair or replacement free of charge, at YNT’s option. Damage to, or malfunctioning of, the Playback Device resulting from use, wear and tear, external causes, improper handling, or modifications made by the Client or third parties after delivery, is at the Client’s expense and risk. Hardware maintenance and repairs other than pursuant to the foregoing are at the Client’s expense.

5.5 The Music stored on the Playback Device remains the property of YNT at all times. The Client does not acquire any independent right to the stored files.

5.6 Upon termination of the Service Agreement, the Client shall, within five (5) business days, delete all Music stored locally on the Playback Device, or shall grant YNT remote access in order to wipe the Playback Device. If the Client fails to cooperate within this period, the Client shall forfeit a contractual penalty of EUR 100 for each day the breach continues, without prejudice to YNT’s right to claim specific performance and/or damages.

Article 6 – Payment

6.1 Unless otherwise provided in the Service Agreement, YNT invoices monthly in advance and payment must be made within fourteen (14) days of the invoice date.

6.2 To the extent that the parties have agreed on direct debit, the Client authorises YNT to collect the amount due each month from the IBAN specified by the Client. In the event of a failed direct debit, YNT is entitled to make a further attempt.

6.3 In the event of late payment, the Client is in default by operation of law (van rechtswege), and statutory commercial interest within the meaning of Section 6:119a of the Dutch Civil Code (Burgerlijk Wetboek) is due on the outstanding amount, without any further notice of default being required.

6.4 In the event of default, the Client owes extrajudicial collection costs amounting to 15% of the outstanding amount, subject to a minimum of EUR 150 per claim, or the costs actually incurred if these are higher, including the costs of legal assistance.

6.5 If the Client remains in default after a written demand for payment granting a further payment period of 14 days, YNT is entitled to:

a. suspend access to the Service;

b. terminate the Service Agreement with immediate effect.

6.6 Suspension of the Service pursuant to this Article does not affect the Client’s payment obligations in respect of the suspension period.

Article 7 – Intellectual property

7.1 YNT, as phonogram producer within the meaning of Article 6 of the Dutch Neighbouring Rights Act (Wet op de naburige rechten), is the exclusive holder of the rights in the phonograms produced on the basis of its prompts. All other intellectual property rights in the Music, the Platform, the App and the associated software are vested in YNT. To the best of YNT’s knowledge, no intellectual property rights of third parties subsist in the Music. The Client acquires only the right of use described in the Service Agreement.

7.2 The Client shall not apply for, register or claim any intellectual property rights in respect of the Music or any works derived from it.

7.3 The Client shall not reverse-engineer or decompile the Music, the Platform or the App, or otherwise attempt to derive the source code or underlying technology.

Article 8 – Liability

8.1 YNT uses content recognition software to minimise the risk of similarity between the Music and existing protected works of third parties. The Client accepts that, in the case of AI-generated music, this risk cannot be excluded entirely.

8.2 If a third party asserts a claim against the Client based on an alleged infringement of intellectual property rights arising directly from the Music supplied by YNT:

a. the Client shall notify YNT thereof in writing without delay, and in any event within 7 days of becoming aware of the claim;

b. the Client shall not make any admissions, settlements or commitments towards the third party without YNT’s prior written consent;

c. YNT is entitled, but not obliged, to assume control of the defence in whole or in part if it considers this to be in its interest. In that case, the costs of the defence are for YNT’s account to the extent that YNT has assumed control;

d. YNT is entitled at all times, instead of conducting a defence, to replace the Music concerned with equivalent Music or to remove it from the catalogue. If YNT exercises this right, YNT is not obliged to pay any further compensation to the Client in respect of the claim concerned.

8.3 YNT is not liable for:

a. indirect damage, including consequential damage, loss of profit, missed savings or reputational damage;

b. damage resulting from use of the Service in breach of the agreement or these General Terms and Conditions;

c. damage resulting from unavailability of the Service due to circumstances beyond YNT’s control;

d. damage arising from incorrect or incomplete information provided by the Client;

e. damage resulting from the Client acting upon information contained in the Music Service Certificate;

f. damage resulting from unauthorised use of the Client’s login credentials;

g. damage resulting from changes to the composition of the Music catalogue;

h. costs, fees or levies that the Client owes or comes to owe to collective management organisations, including Buma/Stemra and Sena, unless such amounts being due is the direct result of intent or deliberate recklessness on the part of YNT’s management;

i. damage resulting from defects in the Playback Device after delivery.

8.4 YNT’s total liability towards the Client, on whatever legal basis, is limited per calendar year to an amount equal to the total fees paid by the Client to YNT in the preceding twelve (12) months, subject to an absolute maximum of EUR 10,000 per occurrence.

8.5 The limitations in this Article do not apply in the event of intent or deliberate recklessness (opzet of bewuste roekeloosheid) on the part of YNT.

8.6 The Client indemnifies YNT against all third-party claims arising from the Client’s use of the Service in breach of the agreement or these General Terms and Conditions.

Article 9 – Force majeure

9.1 If, as a result of force majeure, YNT is unable to perform its obligations under the agreement, those obligations are suspended for the duration of the force majeure situation, without YNT being liable to pay any compensation.

9.2 Force majeure means: any circumstance beyond YNT’s control that temporarily or permanently prevents performance, including but not limited to failures at third parties, government measures, changes in laws or regulations, pandemics, natural disasters, strikes, cyber incidents, and the failure, discontinuation or unavailability of services or systems of third parties engaged by YNT, including AI model providers.

9.3 If the force majeure situation continues for more than sixty (60) consecutive days, either Party is entitled to terminate the agreement with immediate effect, without any compensation being due. In that case, YNT shall refund the pro rata portion of the fees already paid, less any outstanding claims.

Article 10 – Privacy

10.1 YNT processes personal data in accordance with the General Data Protection Regulation (GDPR) and its Privacy Statement, available at https://uk.yourneurotune.com/privacy-policy.

10.2 The Client declares that it has taken note of YNT’s Privacy Statement.

10.3 To the extent that, in the context of the Service, YNT processes personal data for which the Client is the controller, the Parties shall enter into a separate data processing agreement.

Article 11 – Final provisions

11.1 The legal relationship between YNT and the Client is governed exclusively by Dutch law.

11.2 Disputes arising from or relating to legal relationships between YNT and the Client shall be submitted exclusively to the competent court in ’s-Hertogenbosch, the Netherlands, unless another court has jurisdiction pursuant to mandatory law.

11.3 The Client may not transfer rights or obligations under the Service Agreement or these General Terms and Conditions to third parties without YNT’s prior written consent.

11.4 If any provision of these General Terms and Conditions proves to be null and void or voidable, this shall not affect the validity of the remaining provisions.

11.5 Any failure by YNT to exercise any right under these General Terms and Conditions does not constitute a waiver of that right.

11.6 After termination of the agreement, the provisions which, by their nature, are intended to survive shall remain in force, including those relating to liability, intellectual property, governing law and choice of forum.

11.7 These General Terms and Conditions have been drawn up in the Dutch and English languages. In the event of any difference in content, purport or interpretation between the language versions, the Dutch version shall prevail.