Preamble

The www.harmonydeal.com website (hereinafter the "Site") complies with all legislation concerning the establishment and operation of an Internet site.

Use of this Site is subject to these Terms of Service.
Any person who accesses the Site to access information declares that they unreservedly accept all Terms of Service, and agrees to use the Site and the content made available in compliance with these Terms of Service.

Article 1 - Scope

These Terms of Service apply exclusively to current and future trading relations between the Site manager and any customer who opens a personal account and uses the service to purchase or sell musical instruments (hereinafter the "Instruments") offered on the Site.
These Terms of Use only apply to professionals wishing to either buy or sell new or used instruments, who are the only people eligible for registration on the site.
These Terms of Use thus exclusively govern the purchase or sale by the Site Manager of instruments that are available for purchase, or which the site manager puts on sale on the Site.
These Terms of Service apply to the exclusion of all other conditions, including those applicable to in-store sales.
These Terms of Service may be subject to change; the conditions for a purchase or sale are deemed to be those in force on the Site at the time the purchase or sale was concluded.

Article 2 - Capacity - Acceptance of Terms of Use

2.1 Capacity - Using the Website

The Site is designed to assist customers with selling or purchasing instruments online.
To use the site, customer must first register
Only customers registered on the site may:

• make a purchase online,
• make an offer for the sale of an instrument.

Registration on the website is free.
After the registration process, an account is opened in the name of the registered customer, who will have previously chosen a username and PIN.
This account is accessible by the customer entering his username and his PIN.
The username and PIN are strictly personal and confidential.
The customer registered on the Site undertakes not to disclose them.
The customer is solely responsible for any transaction (s) entered (s) into, even unwittingly, by a person using his username and PIN, and he alone will bear the consequences thereof.
The customer undertakes to inform the Site Manager of any third party use of his username and / or PIN as soon as he becomes aware of it.
The customer undertakes not to create or use accounts other than the account originally created for him.
To properly register, customers must be legally capable of entering into binding agreements as a trader, either as an individual or as a legal entity.
To provide evidence of this capacity, when registering the customer must complete the required fields listed in "Your Account" indicating in particular:

• contact name and surname or full name, legal address, telephone, e-mail address;
• registration or identification number: DUNS (Data Universal Numbering System) number, VAT (Belgium), RCS (Luxembourg), SIREN (France), CIF / NIF (Spain), HRB (Germany), CCIAA (Italy ) Company House (UK), KvK (Netherlands) Zefix CH (Switzerland);
• VAT number;
• bank details (IBAN-BIC).

By clicking on "I solemnly swear that this information is true," then clicking on the "Confirm" button, the customer certifies their commercial capacity, on the date of purchase or offer to sell these Instruments, and the accuracy of the information provided to the Site Manager.
Except in cases of fraud, for which evidence must be adduced, the customer is financially responsible for his actions on the Site, including the use of his user name and password.
Use of the Site that is fraudulent or violates these Terms of Use will justify refusal of access to the Site at any moment.

2.2 Acceptance of Terms of Use
No purchase or sale may be carried out by the customer without prior acceptance of the Terms of Use of the Site.
Formal acceptance of these Terms of Use will occur on confirmation of the offer to purchase or sell.
The customer will then be asked to acknowledge having read the entirety of these Terms of Service, and to accept them irrevocably, fully and unconditionally by clicking the box "I accept the Harmonydeal Terms of Use".
Confirmation of the sale or purchase may only be made after acceptance of these Terms of Service.
Unless proved to the contrary, data recorded by the Website during the transaction constitutes proof of all transactions concluded by the customer, including acceptance of the Terms of Service.

Article 3 - Offer for sale by the customer

A customer wishing to offer one or Instruments for sale agrees to make an offer to sell in accordance with the conditions set out below.

3.1 Access to the Site – Mere access to the site is totally free, apart from connection fees charged by the customer’s Internet Service Provider.

3.2 Personal account – To sell instruments on the Site the customer must connect to his personal account or, at the first connection, create a personal account as detailed above.
All information collected is processed by the Site Manager in accordance with the provisions of Article 7 of these Terms of Service.

3.3 Drafting of the advert - the customer prepares a full advert using the Site’s electronic form, completing each required field and downloading at least four typical pictures of the instrument that the customer wishes to sell.
The customer must specify, for each instrument sold, the VAT regime applicable when it was acquired by the customer, selecting the appropriate box under the icon "VAT Regime."

3.4. Listing the Instrument - Once the announcement has been prepared for each instrument concerned, the customer saves it and submits it to the Site Manager by clicking on the "Save" icon.
The Site Manager will then indicate, in response, if the offer is acceptable as it stands, or if the offer has been rejected.
The Site Manager may also make a counter-offer that the customer may in turn accept or reject.
In case of refusal of the offer by the customer or the site manager, or in case of refusal of the Site Manager’s counter offer, the advert will be cancelled.

3.5 Duration of the validity of the Site manager’s counter offer – in case of a counter offer from the Site manager, this is only valid for 15 days from the date it is made.
The absence of the customer’s acceptance of the final counter offer at the end of this period is deemed final rejection of the counter-offer.

3.6 Confirmation of the offer - If the customer’s counter office is accepted by the Site Manager, or acceptance of the Manager's counter offer by the customer, the ad will appear among other ads on the Site, alongside the price the site is offering it for sale.
The offer thus published will remain online for 6 months, unless determined to the contrary by the site manager.

3.7 Condition Precedent - It is expressly stipulated that the offer is finally accepted subject to the condition precedent that a buyer has declared his willingness to purchase the instrument in question, has confirmed the purchase of the Instrument offered for sale, as provided for in Section 4.3, and has paid the price specified in the advert on the site to the Site Manager

3.8 Collection of Instruments - the original vendor shall inform the Site Manager of the instrument storage place, and its opening hours, so that the hauler hired by the Site can collect the Instruments in question.

3.9 Receiving and Inspecting Instruments - Completion of sale is conditional upon receipt and inspection of instruments by the final purchaser.
Two conditions must cumulatively be met to do so (hereinafter the "Conditions"):

• The Instruments must match the details of the advert given by the original seller (type, brand, wear and tear...);
• Instruments must be received in accordance with the Harmonydeal Charter;
  Conditions are assessed by the final purchaser, who will confirm receipt of the correct Instruments on the Site.

3.9.1 Definitive conclusion of the contract - If the conditions are met, the Site Manager will confirm receipt of the Instruments compliant with the advert to the original vendor, through a message in the "Your Account" heading.
The original vendor will issue an invoice under the terms of the offer, made out to the Site, which on that basis will pay the original seller within 10 days.

3.9.2 Non-compliance - If, after inspection of instruments sent by the original seller to the end buyer, they are considered to be non-compliant with the advert or the Harmonydeal charter, the instruments concerned will be returned at the expense of the original seller by the end buyer.

As a penalty, the original vendor may be prohibited from future use of the Site for a period assessed at the discretion of the Site manager, without prejudice to any legal action.

Article 4 - Purchasing an Instrument on the Site

4.1 Access to the Site – Mere access to the site is free totally free, apart from connection fees charged by the customer’s Internet Service Provider.

4.2 Personal account – To sell instruments on the Site the customer must connect to his personal account or, at the first connection, create a personal account as detailed above.
All information collected is processed by the Site Manager in accordance with the provisions of Article 7 of these Terms of Service.

4.3 Purchase: the buyer must select on the site the offer he has chosen and confirm his willingness to make the purchase.

• The buyer makes the purchase according to the following procedure
• The buyer selects the "Buy" heading.
• The buyer selects the offer from those online, indicating a price free of carriage.
• The buyer clicks on the “Submit” tab.
• After expressly accepting these Terms of Use by checking the box provided for this purpose, the purchaser is transferred to the SSL secure bank card payment interface.
• The buyer is given a summary of the order just made. The Customer has the option of printing this summary out for his records.

4.4 Shipping – the selected Instrument is sent by the Site Manager to the buyer at the address he gave in "Your Account".

4.5 Receiving and Inspecting Instruments – The end buyer must, immediately after reception, inspect the Instruments.
The following two conditions must be met (hereinafter the "Conditions"):

• The Instruments must match the details of the advert given by the original seller (type, brand, wear and tear...);
• Instruments must be received in accordance with the Harmonydeal Charter;

The end buyer must then promptly confirm receipt of the correct Instruments to the website.
In the absence of confirmation or rejection of instruments within eight days of their receipt, they will be deemed in perfect condition and in full compliance with the announcement.

4.6 Non-compliance - If, after inspection of instruments sent by the original seller to the end buyer, they are considered to be non-compliant with the advert or Harmonydeal charter, the instruments concerned will be returned at the expense of the original seller by the end buyer.

Article 5 – Customer’s liability / Harmonydeal Charter

5.1 The original seller is solely responsible for:
- The description of the instruments he is selling on the site and presented in the advert, and the consequences resulting therefrom (cancellation of the sale, exclusion from the Site, non-compliance, refusal of goods by the end buyer ...)
- The wear and tear and the quality of the instruments available for sale,
- Hidden defects of the Instruments for sale.

5.2 The final buyer is solely responsible for:
- The accuracy of the information they provide to the Site Manager, and the consequences resulting therefrom (delay, non delivery or incorrect delivery, etc..)
- In case of error or inaccuracy, all expenses incurred by the Site Manager, including the return of products, will be borne in full by the final purchaser.
- The choice of the instrument/s being ordered.

5.3 Harmonydeal Charter:

Site users are expressly reminded that the site is a tool made available to professionals enabling them to more easily clear their stock and speed up Instrument swaps.
This tool is accessible only to dedicated professionals, committed to respecting the ethics and codes of their profession and business in general.
Site users should therefore act with respect and sensitivity and refrain from any behavior that undermines the smooth running of business.
The Site administrator reserves the right to deny access and use of the Site to anyone who breaches this Charter.
The seller undertakes:
- Only to put on sale Instruments fit for normal use and complying in all aspects with the description given in the advert written by him;
- only to offer Instruments on the Site that comply in all aspects with reality - making offers correlating to the Instrument on offer;
- To act as a responsible professional when using the Site, vis-à-vis the Site or the end buyer;
- Only to sell instruments that he actually has in his inventory;
- Update offers immediately, and to keep only those Instruments currently available online;
- To immediately notify the Site of any changes relating to the availability or condition of the instruments available online;
- To respect exclusive supplier contracts and therefore, in particular in the event of the sale of new equipment, not breach any other contractual commitments he may have. Therefore, the Seller shall not use the Site for the re-sale of new equipment subject to exclusive distribution agreements.
The end buyer undertakes:
- Only to disclose precise information or details;
- On receipt of the instrument ordered, to accept it as soon as possible and only to reject the Instrument for valid and sufficiently proven reasons;
- Not to reject the ordered Instrument on spurious grounds
- To act as a responsible professional when using the Site, vis-à-vis the Site or the end buyer;
Any abuse found will lead to exclusion from the Site by the Site Manager, without prejudice to any legal action against the offender.

Article 6 - Price

6.1 Amount - The price paid by the site manager to the original seller is the price mentioned in the offer or counter offer, as accepted by the parties.

6.2 The price payable by the end buyer to the Site Manager is the amount, free of carriage, indicated in the advert on the Site.

6.3 All prices on the Site are given in Euros.
All purchases, regardless of their origin, are charged and will be paid in Euros only.

Article 7 - Payment

7.1 Time of payment – payment of the original seller by the Site Manager is made once good receipt of the Instruments has been confirmed on the website.

7.2 Means of payment available to the end buyer - Purchases made on the Site are only payable online by credit card: VISA, AMERICAN EXPRESS, Eurocard / Mastercard.
The end buyer must indicate the means of payment selected prior to payment.

7.3 Payment of the price to the original seller – the Site Manager will pay the price agreed in the offer or counter offer by transfer to the bank account that the original seller gave in "Your Account", indicating the account's IBAN number and the bank’s BIC code.

Article 8 - Privacy - Communications

8.1 Processing of personal data - the Site Manager puts great importance on the confidentiality of personal data. The rules described below apply to all services provided by the Site Manager on the site, including the purchase and sale of Instruments.
The Information submitted by customers on the site allows the site manager to process and execute offers to sell or purchase Instruments.
According to the Law of 2 August 2002 on the protection of personal data, as amended, the customer authorizes the Site Manager to record and process the data he has provided and will subsequently provide while browsing the Site.
The term "personal data" refers to all customer information collected while browsing the Site.
To process requests for information sent by the customer, the Site manager will be required to store and process certain personal data.
In respecting the privacy of the customer, the Site manager agrees that the collection and processing of this data is still carried out in accordance with the Law of 2 August 2002, cited above.
The Site Manager shall take all necessary measures to ensure the protection and confidentiality of data entrusted by the customer.
The Site Manager will not disclose personal data to third parties without the customer's prior consent.
Customers whose personal data has been collected have a right of access, rectification and deletion of personal data, in accordance with Articles 28 et seq of the law of 2 August 2002, above.
This right may be exercised through "My Account" on the Website.

8.2 Communication by the Site Manager. The data collected will allow the site manager to communicate with customers in the following cases:
- Site registration. The new member will receive a welcome e-mail containing the identification details providing access to their account;
- Account closure request. In case of closure of the account, an e-mail notifying closure of the account is sent to the customer;
- Purchase of Instruments. For any purchase, modification or cancellation of the order, the customer receives a confirmation e-mail;
- Request for assistance or submitting questions / suggestions. The Site Manager shall respond in writing to any customers that requests e-mail assistance to check orders, log on to the Site or access their account;
- Newsletters;
- Current news about the Site Manager, news, events, promotions, etc..

Article 9 - Use of the Site and liability waiver

9.1 In the context of the design and operation of the Site, the Site Manager has taken all reasonable technical and organizational measures necessary for its running, and strives to always maintain the quality and availability of the network.
However, the site manager can not be held responsible for any failures or malfunctions of the Internet, which are always possible (spreading of viruses, loss or falsification of data, etc...), making access to the site difficult or even impossible or having an impact on the accuracy, completeness or timeliness of the information contained on the Site.
The site manager rejects any liability for direct or indirect damages that may result.
The customer accesses the Website at his own risk.
The Site Manager makes no guarantee as to the availability or operation of the Site or as to the absence of viruses or components that may be damaging to the Site or any of the servers.
Neither will the Site manager's liability be incurred in the event of the fraudulent use of a user’s username or password.
If any security risks are identified, the website manager expressly reserves the right to suspend access to the Site until these risks are removed, or issue a permanent ban if the situation is serious.
The Site manager cannot be held responsible for the interruption of its services when asked to temporarily or permanently cease access to all or part of the Site in order to solve a problem or change the Site. This interruption may be subject to special notification on the Site.
The Site Manager therefore waives all liability for direct or indirect damages resulting from such a suspension or ban.

9.2 Force majeure - the Site manager may not be held liable for breach of a contract with a customer if the breach of obligations is due to an unforeseeable and insurmountable third party act, or a case of force majeure or act of God, due to the customer himself or a third party, or external causes such as unrest, the intervention of civilian or military authorities, natural disasters, fires, water damage.

9.3 Guarantee disclaimer – the Site Manager may not be held liable for the non-compliance, imperfection, apparent or hidden defects affecting Instruments for sale on the Site.
The Site manager may not be held liable for any damage, loss, theft or any other event occurring during the transportation of Instruments sent by the original seller until received by the end buyer.
The Site manager cannot guarantee that all the information published on the Site, including the content of advertisements, is accurate.
The Site Manager can not therefore be liable for the accuracy, validity, accuracy, completeness and timeliness of the information contained on the Site.
The Site manager waives any liability in the event that the original seller fails to sell the Instrument.
The Site manager waives any liability in the event that a final buyer using the site fails to acquire an Instrument on the Website.
It is expressly stated to users of the Site that most instruments offered on the Site are second hand, unless otherwise indicated, particularly in the case of discontinued or old stock, or stock showing imperfections.
Customers and users of the Site are professionals; each user agrees only to sell products through the Site that comply in all respects with the description given in an advert written by the original seller.
The Instrument for sale may have defects, as long as any defects are declared in full, and sufficiently precisely to avoid misleading the end buyer.
Reference is made to the responsibilities of customers detailed in Section 5 above.
No guarantee of any kind will therefore be assumed by the Site manager in relation to the compliance of the product, the existence of faults or hidden or apparent defects, successful deliveries or the deadlines by which these must be carried out.

Article 10 - Links to other websites - Cookies

10.1 Hyperlinks – Site pages may contain hyperlinks to websites operated by third parties.
The Site manager has no control over these sites; it assumes no responsibility for the content, products, services and other offers that are presented, or compliance with data protection provisions. These links are included solely for convenience and information, and constitute no binding commitment on the part of the Site Manager.
Therefore customers activate these links at their own risk.

10.2 Cookies – Browsing the Site may result in the installation of cookies on the customer’s computer.
These cookies simplify browsing on the Site and improve its ergonomics.
When browsing the Site, personal identifiers are linked to a cookie to improve the personalized service offered by the Site.

This information is encrypted and is not accessible in the event of unauthorized access to your computer.
Site customers may oppose the saving of cookies by configuring their browser in the following way:
For Mozilla Firefox:
1. Select the "Tools" menu then "Options"
2. Click on "Privacy"
3. Locate the "Cookies" menu and select the appropriate options for Microsoft Internet Explorer:
1. Select "Tools" then "Internet Options"
2. Click on the "Privacy" tab
3. Select the desired level using the cursor.

Article 11 - Intellectual property

The Site, its content and all constituent elements, are works for which the site manager holds all intellectual property rights and / or user rights, in particular copyright, database rights, trademark rights and rights to designs and models.
The Site, as well as software, databases, text, information, analyses, images, photographs, graphics, logos, sound and any other content on the Site are the exclusive property of the Site Manager; it gives the customer a right to non-exclusive and non-transferable use of the Site and data contained therein.
The right consists of (i) a right of access to online information and data contained on the Site and (ii) a right of reproduction involving printing and / or saving the data and information consulted.
This right of use applies only to private use.
Any total or partial reproduction of the catalogue published on the Site is strictly prohibited.
The customer is in particular prohibited, non exhaustively, from reproducing and/or representing for anything other than private use, selling, distributing, issuing, translating, adapting, disseminating and disclosing, fully or partially, in any form whatsoever, any element, data and information on the Site.
Furthermore, customers are prohibited from entering, by any means whatsoever, data that could modify or harm the content or presentation of the Site.

Article 12 – Litigation - Applicable law

All legal relationships resulting from access and use of the Site is subject to Luxembourg law and the exclusive jurisdiction of the courts of Luxembourg.

Article 13 - Legal references – Various contacts - Details of the Site manager

Hanlet Benelux S.à r.l, a limed company, 20, Rue Goethe L-1637 Luxembourg, registered with the Luxembourg Trade and Companies Registry under number B 132 928
Website: www.harmonydeal.com
E-mail: contact@harmonydeal.com

Article 14 - Final Provisions

The fact that the site manager does not prevail at a given time on any of the provisions of the Terms of Service may under no circumstances be construed as waiving any subsequent use of these provisions.
If any provision of these Terms of Use is declared to be void or unenforceable, that provision shall be deemed null and void, without this affecting the validity of the other provisions, unless the provision declared null and void is essential and decisive.