Terms of Service — Music Editing Services for Dance Studios

RKA Tech Solutions (ABN 60 623 495 116) — Music Editing Services

1. Definitions

In these Terms:

• "RKA", "we", "us", "our" means RKA Tech Solutions, ABN 60 623 495 116, operating from New South Wales, Australia.
• "Studio", "you", "your" means the dance studio, performance school, or instructor engaging our services as identified on the Engagement Letter or Intake Form.
• "Services" means the music editing, splicing, remixing, mastering, format conversion, and related audio production work supplied by RKA at the Studio's request.
• "Source Material" means the recorded musical works, including sound recordings and underlying musical compositions, that the Studio supplies to RKA or directs RKA to source for editing.
• "Edited Material" means the audio files produced by RKA from Source Material in the course of providing the Services.
• "OneMusic Licence" means a current Dance Schools and Performance Instructors Licence issued by OneMusic Australia (or its successor), including, at minimum, the Audio Recording/Digital Package.
• "Copyright Act" means the Copyright Act 1968 (Cth).

2. Relationship and Licensing Basis

2.1 Contractor Engagement

The Studio engages RKA as an independent contractor to perform the Services on the Studio's behalf and for the Studio's licensed purposes. RKA does not engage in the editing of musical works for any purpose other than under the licensing chain held by the Studio.

2.2 Studio's Licence Warranty

The Studio warrants, on engagement and continuously throughout the term of any work, that:

(a) the Studio holds a current OneMusic Licence covering the use of musical works and sound recordings in the Studio's business;

(b) the Studio's OneMusic Licence specifically includes the Audio Recording/Digital Package, which authorises the reproduction, copying, splicing, editing, and remixing of musical works and sound recordings for the Studio's classes, practice, rehearsals, performances, and competitions;

(c) the Studio's OneMusic Licence is paid up, current, and not in dispute, suspended, or under review;

(d) the Studio has truthfully disclosed the number of enrolled students and any other information that affects the scope or rate of the Studio's OneMusic Licence;

(e) the Source Material the Studio supplies to RKA, or directs RKA to source, was lawfully obtained (purchased through a legitimate retail channel; not ripped from streaming services; not pirated or otherwise unlawfully sourced);

(f) the Studio will notify RKA in writing within seven (7) days of any change to the status, scope, or currency of its OneMusic Licence, including non-renewal, lapse, suspension, or rate-band change.

2.3 Contractor Operating Under Studio's Licence

The Services are performed by RKA solely on behalf of the Studio and within the scope of the Studio's OneMusic Licence. The Studio expressly engages RKA as a contractor performing reproduction and adaptation activities that fall within the scope of the Studio's licensed rights under the Audio Recording/Digital Package. The Studio acknowledges that the reproduction and adaptation activity performed by RKA is properly attributable to the Studio's licensed use and that the Studio holds the relevant licence in respect of that activity.

2.4 Verification

RKA may at any time require the Studio to provide:

(a) the Studio's OneMusic customer / licence reference number;

(b) a copy or screenshot of the Studio's OneMusic licence confirmation showing current status, package inclusions, and expiry date;

(c) confirmation of student numbers as declared to OneMusic; and

(d) any other reasonable evidence of the Studio's licensing status.

The Studio agrees to provide this information promptly on request. RKA may suspend or terminate the Services without liability if the Studio fails to provide reasonable evidence of current licensing.

3. Scope of Services

3.1 What RKA Will Do

RKA will perform the Services described in the Engagement Letter or as agreed in writing, which may include:

• Editing, splicing, time-stretching, looping, and fading of supplied tracks
• Mixing of multiple supplied tracks into mashups, medleys, or competition-length cuts
• Format conversion and mastering for delivery to the Studio
• Audio cleanup, EQ, and level matching

3.2 What RKA Will Not Do

RKA will not, regardless of instruction:

(a) source Source Material from streaming-only services by means of stream-ripping, screen recording, or similar circumvention;

(b) supply Edited Material to any party other than the Studio (including the Studio's students, performers, parents, or competition organisers) — onward distribution is the Studio's responsibility under its OneMusic Licence;

(c) upload Edited Material to public-facing platforms (YouTube, social media, public Vimeo, broadcast) on the Studio's behalf without separate sync and master licensing being demonstrated;

(d) perform work for a Studio that cannot demonstrate a current OneMusic Licence with the Audio Recording/Digital Package, regardless of fees offered.

3.3 Delivery

Edited Material is delivered to the Studio in the agreed format and is supplied solely for use within the scope of the Studio's OneMusic Licence. Each delivery is accompanied by a delivery note identifying the licence reference under which the work is supplied.

4. Indemnity

4.1 Studio Indemnifies RKA

The Studio agrees to indemnify, defend, and hold harmless RKA, its directors, employees, contractors, and agents from and against any and all claims, demands, actions, proceedings, judgments, fines, penalties, damages, losses, liabilities, costs, and expenses (including legal fees on a full indemnity basis) arising out of or in connection with:

(a) any breach by the Studio of the warranties in clause 2.2;

(b) any infringement or alleged infringement of copyright or other intellectual property rights in connection with the Source Material or the Studio's use of the Edited Material;

(c) any claim by APRA AMCOS, PPCA, OneMusic Australia, ARIA, or any rights holder relating to reproduction, adaptation, communication, or performance of musical works or sound recordings supplied to or edited by RKA at the Studio's request;

(d) any unlicensed onward distribution of the Edited Material by the Studio, the Studio's students, or any third party to whom the Studio supplies the Edited Material; and

(e) any misrepresentation by the Studio as to the status, scope, or currency of its OneMusic Licence.

4.2 Survival

This indemnity survives termination or expiry of these Terms and any specific engagement.

4.3 No Limitation by Acceptance

RKA's acceptance of the Studio's warranty as to licensing status does not constitute a waiver of this indemnity. The Studio remains liable under this clause notwithstanding any reliance by RKA on the Studio's representations.

5. Intellectual Property

5.1 Underlying Works

Nothing in these Terms transfers any right, title, or interest in the underlying musical works or sound recordings. Copyright in the Source Material remains with its respective owners.

5.2 Edited Material

The Edited Material is a derivative work supplied solely for the Studio's use within the scope of its OneMusic Licence. The Studio does not acquire any rights in the underlying musical works or sound recordings by virtue of receiving the Edited Material.

5.3 RKA's Technical Work

RKA retains the right to be identified as the technical editor of the Edited Material for portfolio and credentialing purposes, but acquires no rights in the underlying works.

6. Fees and Payment

6.1 Pricing and GST

(a) RKA offers the Services on a casual per-job basis and on a subscription basis. The current rates, inclusions, and tier specifications are set out in Schedule A — Subscription Terms to these Terms and are reproduced on the RKA website at rkatechsolutions.com.au.

(b) All amounts referenced in these Terms and in Schedule A are stated in Australian dollars and are inclusive of Goods and Services Tax (GST). GST is calculated at the rate in force under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) at the time of supply (currently 10%).

(c) All invoices issued by RKA under these Terms are tax invoices for the purposes of the GST legislation and will show, at a minimum: the RKA business name and ABN, the date of issue, a description of the Services supplied, the total price including GST, and the GST amount included in the total price.

(d) If the rate of GST changes by legislation, RKA may pass on the change to the Studio with effect from the date the change takes effect under law, without the thirty (30) days' notice required by clause 6.1(e).

(e) RKA may amend its pricing from time to time on thirty (30) days' written notice. Pricing changes do not apply retroactively to:

(i) any Subscription term already paid for in full; or

(ii) any specific job for which an Engagement Letter or written quote has been issued and accepted before the date of the pricing change.

6.2 Casual Job Payment

For casual per-job Services (where the Studio does not hold an active Subscription):

(a) RKA will issue a watermarked preview of the Edited Material to the Studio for review and approval.

(b) On approval, or after the included revisions in clause A.7 have been completed, RKA will issue a tax invoice for the agreed fee.

(c) The clean master file is released to the Studio only after payment of the tax invoice has been received in full.

(d) Casual job tax invoices are due on receipt and must be paid within seven (7) days.

6.3 Subscription Payment Options

The Studio may select from the following payment options for a Subscription, as set out in Schedule A. All amounts are GST-inclusive.

(a) Monthly direct debit — the Subscription fee is debited monthly via Stripe direct debit, on the same calendar day each month, beginning on the date the Subscription commences. A tax invoice is issued for each monthly debit.

(b) Annual upfront — the Studio pays the full annual Subscription fee at the start of the Subscription term and receives a ten percent (10%) discount on the equivalent twelve-month total. A single tax invoice is issued for the annual payment.

(c) Concert split — the Studio pays fifty percent (50%) of the discounted annual fee at the commencement of the Subscription, and the remaining fifty percent (50%) within fourteen (14) days after the Studio's nominated Concert Date, as agreed in writing at signup. A tax invoice is issued for each instalment.

(d) Concert deferred — the Studio pays the full annual fee (at the non-discounted annual rate) in one (1) lump sum within fourteen (14) days after the Studio's nominated Concert Date, as agreed in writing at signup. This option is available only to Studios that meet the eligibility conditions in clause 6.4. A tax invoice is issued on the agreed payment date.

6.4 Eligibility for Concert Deferred Payment

A Studio may elect the Concert Deferred payment option only if:

(a) the Studio has completed at least one (1) full calendar month of paid Subscription with RKA, evidenced by a successful direct debit or upfront payment for any Subscription tier; or

(b) the Studio provides a deposit equal to one (1) month of the applicable Subscription tier at signup, which is credited against the final lump-sum payment.

For the Concert Deferred and Concert Split options:

(c) the Studio authorises RKA to debit the agreed payment amount on the agreed payment date via Stripe direct debit, and provides direct debit authority at signup;

(d) the agreed payment date is fixed at signup and is not contingent on the Studio's concert proceeding, the Studio's receipt of parent fees, or any other condition;

(e) the Studio nominates the Concert Date in writing at signup. If the Concert Date is later rescheduled, the agreed payment date does not change unless RKA agrees to the change in writing.

6.5 Late Payment

If the Studio fails to pay any tax invoice or scheduled subscription payment by the due date:

(a) interest accrues on the unpaid amount (including the GST component) at the rate of ten percent (10%) per annum, calculated daily and compounded monthly, from the due date until the date of payment in full;

(b) RKA may, after written notice and a grace period of seven (7) days, suspend the Services to the Studio, including the suspension of any active Subscription and the withholding of any Edited Material not yet released;

(c) RKA may, after written notice and a grace period of seven (7) days, retroactively replace previously delivered clean master files held on the Studio's RKA account with watermarked previews until the outstanding amount is paid in full. The Studio acknowledges that this remedy is reasonable having regard to the licensing chain under which the Services are supplied;

(d) RKA may recover from the Studio all reasonable costs of recovery of unpaid amounts, including direct debit dishonour fees, debt collection fees, and legal fees on a full indemnity basis.

6.6 Refunds and Cancellation

(a) Casual job fees are not refundable once the clean master has been released.

(b) Monthly Subscriptions may be cancelled at any time by the Studio. Cancellation takes effect at the end of the current monthly billing period. Subscription fees already paid are not refundable, but any unused Credits remain available to the Studio for use until they expire in accordance with Schedule A.

(c) Annual, Concert Split, and Concert Deferred Subscriptions are non-refundable once the first payment has been received, except as required by the Australian Consumer Law. Where a refund is required by law, RKA may set off the value of Credits already used (calculated at the casual job rate) against the refund.

(d) New subscribers may cancel within thirty (30) days of their first payment and receive a full refund, provided no more than two (2) Credits have been used. After two (2) Credits have been used, the cancellation right under this clause 6.6(d) is no longer available and the cancellation falls under clauses 6.6(b) or 6.6(c) as applicable.

(e) Where a refund is issued, RKA will also issue an adjustment note for GST purposes in accordance with the GST legislation.

6.7 Subscription Suspension by RKA

In addition to clause 8.1, RKA may suspend a Studio's Subscription on written notice if:

(a) any payment is more than seven (7) days overdue (in which case the suspension is governed by clause 6.5(b));

(b) the Studio's OneMusic Licence has lapsed or is in dispute;

(c) the Studio is in material breach of these Terms.

During a suspension, Credits do not accrue and the Studio cannot place new jobs. Any pre-paid period that elapses during a suspension is not extended or refunded, except where the suspension was the result of an error by RKA.

6.8 Other Taxes

The Studio is responsible for any taxes, duties, or charges (other than RKA's income tax and the GST that RKA is required by law to charge) that may apply to the Services in the Studio's jurisdiction.

6.9 Disputed Invoices

If the Studio disputes a tax invoice or scheduled payment in good faith, the Studio must:

(a) notify RKA in writing within seven (7) days of the invoice date or scheduled payment date, specifying the disputed amount and the basis of the dispute;

(b) pay any undisputed portion of the tax invoice or payment by the original due date.

The disputed amount is not subject to clause 6.5 (Late Payment) while the dispute is being resolved in good faith. If the dispute is not resolved within thirty (30) days, either party may pursue the matter in accordance with clause 10.5 (Governing Law and Jurisdiction).

7. Liability

7.1 RKA's Liability

To the maximum extent permitted by law, and subject to clause 7.3, RKA's total aggregate liability under or in connection with these Terms is capped at the total fees paid by the Studio to RKA for the specific Services giving rise to the claim, in the twelve (12) months preceding the claim.

7.2 Exclusions

To the maximum extent permitted by law, RKA is not liable for any indirect, consequential, special, incidental, or punitive damages, loss of profits, loss of reputation, loss of opportunity, or loss of data, however arising.

7.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, right, or remedy implied or imposed by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be lawfully excluded, restricted, or modified.

8. Suspension and Termination

8.1 Suspension for Licensing Concerns

RKA may immediately suspend the Services without liability if RKA reasonably believes that:

(a) the Studio's OneMusic Licence is not current or does not include the required package;

(b) the Studio has supplied Source Material that was not lawfully obtained; or

(c) the Studio intends to use the Edited Material outside the scope of its OneMusic Licence.

8.2 Termination for Breach

Either party may terminate these Terms immediately on written notice if the other party commits a material breach that is not remediable, or is remediable but is not remedied within fourteen (14) days of written notice requesting remedy.

8.3 Effect of Termination

On termination, the Studio remains liable for fees for Services performed up to the termination date, and the indemnity in clause 4 survives.

9. Confidentiality

Each party agrees to keep confidential any non-public business information disclosed by the other party in connection with the Services, except as required by law or to enforce these Terms.

10. General

10.1 Independent Contractor

The relationship between RKA and the Studio is that of independent contractor and client. Nothing in these Terms creates a partnership, employment, agency, or joint venture relationship.

10.2 Variation

These Terms may only be varied in writing. RKA may update these Terms from time to time on thirty (30) days' notice for future engagements.

10.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force.

10.4 Entire Agreement

These Terms, together with the Engagement Letter, Intake Form, and any written variations, constitute the entire agreement between the parties on this subject matter and supersede all prior negotiations and understandings.

10.5 Governing Law and Jurisdiction

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

10.6 Notices

Notices must be in writing and delivered by email to the addresses nominated on the Engagement Letter, and are deemed received on the next business day in NSW.

11. Acceptance

These Terms are accepted electronically at account creation by ticking each of the required consent checkboxes presented in the signup flow. Each consent event is logged by the platform with:

• Server timestamp (UTC)
• IP address and user agent
• The version of these Terms then in force
• The exact text of each declaration accepted
• The user ID and studio ID

A copy of these Terms as accepted, together with the audit log entry, is retained by RKA Tech Solutions for a minimum of seven (7) years and is available to the Studio on written request.

The Studio confirms its acceptance by the act of completing the signup consent flow. No further wet signature is required to bind the Studio to these Terms.

11.1 Re-acceptance

The Studio is required to re-confirm acceptance:

(a) annually, aligned with the renewal of the Studio's OneMusic Licence;

(b) when the Studio updates its OneMusic licence number or package coverage on the platform;

(c) when RKA issues a materially updated version of these Terms (notified by email at least 30 days in advance).

If the Studio does not re-confirm acceptance when required, RKA may suspend the Studio's ability to place new jobs until re-confirmation is completed. Existing jobs in progress are not affected.

Schedule A — Subscription Terms

This Schedule forms part of the Terms of Service between RKA Tech Solutions and the Studio. Capitalised terms not defined in this Schedule have the meanings given to them in the main body of the Terms.

All prices in this Schedule are GST-inclusive in Australian dollars.

A.1 Definitions

In this Schedule:

• "Subscription" means an ongoing arrangement under which the Studio pays a recurring fee in return for the right to use Credits to obtain the Services, in accordance with this Schedule.
• "Subscription Tier" means the Studio Starter tier or the Studio Pro tier, as elected by the Studio.
• "Credit" means a unit of Subscription entitlement that the Studio uses to obtain a Service in accordance with the Credit Table in clause A.4.
• "Credit Cap" means the maximum number of unused Credits a Studio may hold at any one time, as specified in clause A.3(c).
• "Rush Edit" means an Edited Material delivery within forty-eight (48) hours of brief acceptance.
• "Comp Season" means the period of each calendar year during which competition and concert workloads are concentrated, typically August to November in New South Wales, as determined by RKA acting reasonably.
• "Concert Date" means the date nominated by the Studio in writing at signup as the Studio's primary annual concert or end-of-year performance date, for the purpose of the Concert Split and Concert Deferred payment options.

A.2 Subscription Tiers — Inclusions

All prices below are GST-inclusive.

A.3 Credit Issue and Accrual

(a) Credits for a billing month are issued on the first day of that month for monthly subscribers, or in monthly instalments on the same calendar day each month for annual, Concert Split, and Concert Deferred subscribers.

(b) Unused Credits accrue and remain available for twelve (12) months from the date of issue, on a rolling basis. Credits that reach twelve (12) months of age without being used expire and cannot be reinstated.

(c) The Studio's total unused Credit balance is capped at the Credit Cap for its Subscription Tier: sixty (60) Credits for Studio Starter and one hundred and forty-four (144) Credits for Studio Pro. If a month's Credit issue would cause the balance to exceed the Credit Cap, the excess Credits are not issued and are not carried over.

(d) When the Studio places a job, Credits are deducted from the oldest issued Credits first.

A.4 Credit Table

A.5 Casual Pricing

For casual per-job Services (no Subscription, or for Services not included in the Studio's Subscription Tier such as Mashups on a Studio Starter Subscription), the following GST-inclusive prices apply:

Casual jobs are subject to clause 6.2.

A.6 Source Audio

(a) Where the Studio supplies Source Material under clause 2.2(e), no additional charge applies.

(b) Where RKA sources Source Material on the Studio's instruction from a legitimate retail channel (Apple Music / iTunes Store, Bandcamp, or equivalent), the cost of that purchase is included in the price stated in clauses A.2 and A.5 and is not charged separately.

(c) Stream-ripping, YouTube-ripping, or any other circumvention of streaming-service terms is not permitted as a source of Source Material, regardless of instruction.

A.7 Revisions

(a) Each job, whether Casual or Subscription, includes up to three (3) revisions of the Edited Material at no additional charge.

(b) Revisions must be submitted as a single consolidated brief per round. Drip-fed revision notes received separately within a twenty-four (24) hour window may be treated by RKA, acting reasonably, as a single round.

(c) A "revision" is a refinement of the existing Edited Material. The following are not revisions and constitute a new job at the applicable Casual or Subscription rate:

(i) substitution of the Source Material with a different track;

(ii) a change to the target duration of more than fifteen (15) seconds from the originally briefed target;

(iii) a structural redesign that substantively changes the nature of the edit from the original brief.

(d) Revision requests must be received within fourteen (14) days of delivery of the Edited Material. After fourteen (14) days, the job is closed and further changes are treated as a new job.

A.8 Subscription Tier Changes

(a) The Studio may upgrade its Subscription Tier at any time. Upgrades take effect immediately. The price difference is pro-rated for the remainder of the current billing period.

(b) The Studio may downgrade its Subscription Tier at any time. Downgrades take effect at the start of the next billing period. Unused Credits from the higher Subscription Tier remain valid until they expire, subject to the restriction that Mashup Credits earned on a Studio Pro Subscription remain available to be used as Mashup jobs, but no new Mashup Credits are issued under a Studio Starter Subscription.

(c) Subscription Tier changes do not affect the existing Credit Cap of accrued Credits. The Credit Cap applicable to new Credit issues changes to the Credit Cap of the new Subscription Tier from the effective date of the change.

A.9 Comp Season Priority

(a) During Comp Season, RKA prioritises jobs submitted by Studio Pro subscribers ahead of Studio Starter subscribers and Casual jobs.

(b) Standard turnaround commitments in clause A.2 continue to apply outside Comp Season. During Comp Season, RKA will use reasonable endeavours to meet the standard turnaround but reserves the right to extend turnaround for Studio Starter and Casual jobs by up to two (2) additional business days where necessary to meet Studio Pro priority commitments.

(c) RKA will publish the Comp Season dates for each calendar year on the RKA website at least sixty (60) days before commencement.

A.10 Pause and Cancellation

(a) A Subscription may be cancelled at any time in accordance with clause 6.6.

(b) Subscriptions cannot be paused. A Studio that does not require active Services in a given period should consider downgrading rather than cancelling, in order to preserve accrued Credits.

(c) On cancellation, accrued Credits remain available to the Studio for use until they expire under clause A.3(b), provided the Studio places jobs within the remaining Credit life and continues to meet the warranties in clause 2.2.

A.11 Multi-Studio Operators

A Studio that operates multiple physical locations under common ownership may use one Subscription across those locations only if all locations are covered by the same OneMusic Licence and the same student-number declaration to OneMusic. Where locations are licensed separately, each location requires its own Subscription.