Terms and Conditions
Stourbridge Studios
Full Terms and Conditions
DEFINITIONS
“Agreement”
the agreement comprised in the Booking Form and these
Conditions.
“Booking”
the hire of the Studio for the Period of Booking and subject to the
other terms and conditions specified in the
Booking Form.
“Booking Fee”
the fee payable by the Client to the Company for the Booking as
specified in the Booking Form or if not specified then calculated in
accordance with the Company’s published or usual scale of charges
from time to time.
“Booking Form”
any written quotation given by the Company and accepted by the
Client (to be deemed accepted when work begins if no prior
acceptance is received by the Company) or the description of
supply (but not any “terms and conditions”)
contained in any
written or verbal order of the Client accepted by the Company (to
be deemed accepted when work begins if no prior acceptance is
received by the Client).
“Client”
the person or entity referred to as such in the
Booking Form.
“Client’s Equipment”
equipment brought onto the Premises by the
Client, or the Client’s
Personnel or any servant, employee, agent or contractor for or on
behalf of the Client.
“Client’s Own Part
the Client’s own recording media incorporating pre-recorded
Recorded Media”
material including without limitation multi-track recording tape and
computer software.
“Client’s Personnel”
persons invited by the Client to enter the
Studio or the Premises
during the Booking.
“Client’s Recording”
a recording made before the period of Booking which is delivered
to the Company by the Client in connection with the Agreement.
“Company”
Stourbridge Studios.
“Conditions” these terms and conditions.
“Fees”
the Booking Fee, the Post Production Work Fee and all other sums
payable by the Client to the Company under or in connection with
the Agreement (including without limitation any costs incurred in
respect of the Premises such as but not limited to accommodation
and subsistence for the Period of the Booking).
“Mastering”?
the processing by the Company of Recordings in accordance with
the description in the Booking Form or verbal instructions accepted
by the Company.
“Master Recording”
the original recording produced for the Client in the course of the
Booking on the media and in the format described in the Booking
Form.
“Operators”
the staff of the Company named as such in the
Booking Form.
“Period of Booking”
the period described as such in the Booking
Form.
“Post Production Work”
the processing by the Company of Recordings in accordance with
the description in the Booking Form.
“Post Production
the fee payable by the Client to the Company for the Post
Work Fee”
Production Work as specified in the Booking
Form or if not
specified then calculated in accordance with the Company’s
published or usual scale of charges from time to time.
“Pre-Production Master”
a Recording in a form intended for mass production without
further material change.
“Premises”?
all parts of the building and premises in which the Studio is
contained and surrounding land owned or leased by the Company
(including without limitation the studio itself).
“Recording”
means any single or multi-track audio and/or visual recording or
data programming or derivative thereof or any one or more pieces
of recorded sound or visual image recorded or used during the
Booking or which is the subject of Post
Production Work.
“Representatives”
the persons named in the Booking Form being authorised by the
Client to instruct the Company on behalf of the
Client.
“Session Footage”?
all audio and or audio visual material documenting the progress
and/or making of the Recording in the Studio during the Booking
Period.
“Studio”
the recording studios and residential buildings and the equipment
specified in the Booking Form.
“Studio Breakdown”
a failure or breakdown or unavailability for any reason of the
Studio which prevents the Client’s use thereof in accordance with
the terms of the Agreement.
“Trade Marks”?
all Company owned and/or controlled trademarks, logos and
associated rights (whether registered or not).
1. AGREEMENT
The Agreement alone applies to all facilities hired and work done by the Company for the
Client and prevails over any terms and conditions put forward by the Client.
2. STUDIO FACILITIES
2.1 The Company shall make the Studio and the Operators available to the Client for the Period of Booking and shall produce the Master Recording at the direction and subject to the monitoring and approval of the Client or the Representatives. The Client shall only permit people directly involved in the Recording, as stated on the Booking Form, to enter the Premises and only during the Booking Period. The Company reserves the right to require any person to leave the Premises.
2.2 The Client is responsible for:
2.2.1 ensuring the suitability of the Studio for the Client’s purpose;
2.2.2 ensuring that the Client’s Equipment is compatible with the Studio;
2.2.3 the technical quality of any recording engineered by personnel provided by the Client;
2.2.4 any problem or damage caused by any use of Clients Own Part Recorded Media and plugin software (including any virus damage); and
2.2.5 any acts or omissions of the Representatives or the Client’s Personnel as if those acts and omissions were its own,
and the Company gives no warranty, undertaking or representation as to any of the foregoing.
2.3 If (a) the Client fails to use the Studio for any or all of the Period of Booking, (b) the Client cancels the Booking or (c) the Company terminates the Booking or any or all of its obligations under the Agreement pursuant to paragraph 8.3 below, the Company may at its sole discretion and without any obligation whatsoever, make the Studio and Operators available for an alternative booking (in each case without having to refund the Fees or any part thereof to the Client).
3.POST PRODUCTION WORK
3.1 The Company shall carry out the Post Production Work with due care and diligence using suitable equipment and competent engineers.
3.2 The Client and the Representatives shall be entitled at all reasonable times to monitor the Company’s performance of the Post Production Work and the Company shall carry out the Post Production Work at the direction of and subject to the monitoring and approval of the Client or the Representatives.
3.3 The Client, at its request, shall be entitled and shall be given all reasonable opportunity to evaluate by any reasonable means the content and quality of the Recording.
3.4 The Client shall ensure that the Pre-Production Master meets with its full satisfaction before proceeding to mass production of the recording thereon. The Client shall be deemed to have accepted and approved the Pre-Production Master if it does not notify the Company in writing of any concerns with it before the expiry of 14 days following the end of the Period of Booking.
4.FEES
4.1 The Client shall pay the Fees in cleared funds to such bank account as the Company may nominate in writing. All Fees shall be paid in full without any set-off, counterclaim, deduction or withholding.
4.2 The Company may raise invoices in respect of the Fees at any time.
4.3 Unless the Company agrees otherwise in advance and in writing, all invoices raised by the Company prior to the commencement of the Period of Booking shall be payable by the Client as follows:
4.3.1 50% of all Fees set out in such invoices shall be payable immediately; and
4.3.2 the remaining balance of such Fees shall be payable no later than the commencement of the Period of Booking.
4.4 All invoices raised by the Company on or after the commencement of the Period of Booking shall be payable by the Client immediately.
4.5 The Client shall be liable to pay interest on any sums overdue and payable to the Company from time to time at the rate of four per cent (4%) per annum above the Company’s bank’s base rate.
4.6 The Fees shall not be reduced as a result of:
4.6.1 the Client’s failure to use the Studio for any or all of the Period of the Booking;
4.6.2 the Client’s cancellation of the Booking or any part thereof; or
4.6.3 the Company’s termination of any or all of its obligations under the Agreement pursuant to paragraph 8.3 below.
4.7 Notwithstanding any other provision of the Agreement, if the Client fails to pay any Fees (or part thereof) when due the Company may terminate the Booking immediately without notice and without any obligation to refund any Fees already paid by the Client.
4.8 No part of the Master Recording will be released to the Client, and the Company may suspend all or part of the services to be provided by it under the Agreement, until all outstanding Fees have been received by the Company.
5. CLIENT’S OWN MEDIA, PERSONNEL AND EQUIPMENT
5.1 The Company will supply all blank media for recording if required.
5.2 The Client will be responsible for the integrity of the Client’s own media, including without limitation the Client’s Own Part Recorded Media, and the Company shall not be liable or responsible for any deficiency in or caused by such media.
5.3 The Client shall procure that each of the Client’s Personnel shall abide by the Company’s and the Studio’s rules, regulations and health and safety and other policies and the Client shall be responsible for:
5.3.1 the actions of the Client’s Personnel on the Premises;
5.3.2 any and all injury, loss or damage to any person’s equipment or premises caused by any act or omission of the Client’s Personnel, or as a result of any defect in or inappropriate specification of the Client’s Equipment or the Client’s own media;
5.3.3 the cost of the hire of any Client’s Equipment;
5.3.4 any costs and expenses incurred by the Company on behalf of the Client at the Client’s request; and
5.3.5 any and all loss or damage to the Client’s Equipment (which shall be at the sole risk of the
Client).
5.4 The Company reserves the right to refuse installation of the Client’s plugin software to any of the Company’s hardware.
5.5 The Client shall vacate the Studio and the Premises and remove all Client’s Equipment forthwith at the end of the Period of Booking or, if the Company so elects in writing, on the Company’s termination of the Booking or some or all of its obligations under the Agreement pursuant to paragraph 8.3 below. The Company shall be entitled by two weeks’ notice to the Client to require the Client to collect the Client’s Equipment and in default of collection on or before the expiration of such period of notice, the Company shall be entitled to destroy or otherwise dispose of the Client’s Equipment without further notice or warning.
6. SOUND LEVELS
The Client acknowledges that The Control of Noise at Work Regulations 2005 have established that prolonged exposure to high noise levels above 85 dB(A) may cause damage to hearing and that both studios and studio users are required by law to keep exposures as low as reasonably practicable and that accordingly:
6.1.1 the Client shall be responsible for noise levels within the Studio;
6.1.2 high noise levels shall not be sustained for long periods; and
6.1.3 the Company reserves the right to take such action as it may deem appropriate to maintain tolerable noise levels and that no claim shall lie against the Company in respect of inconvenience or time lost in the event of such action.
7. RECORDINGS AND MATERIALS
7.1 The Client shall procure the collection of the Recordings and all ancillary materials (if any) (“the Materials“) immediately upon payment in full of the Company’s invoice(s) applicable thereto (“the Collection Date“).
7.2 After the Collection Date:
7.2.1 notwithstanding any other provision of the Agreement, the Materials shall be held by the
Company solely at the risk of the Client;
7.2.2 the Client shall be liable to the Company for such reasonable charges as the Company may raise against the Client for the continued storage of the Materials; and
7.2.3 the Company shall be entitled to serve notice on the Client requiring the Client to collect the Materials within a month of the date of such notice failing which the Company shall be entitled to destroy or otherwise dispose of the Materials without further notice of warning.
7.2.4 the Company shall be archive master recordings for a minimum of one year after project completion and hand over of completed recordings, after which the Company shall be entitled to destroy or otherwise dispose of without notice of warning.
7.3 Notwithstanding any other provision of the Agreement, until such time as the Company is in receipt of cleared payment of all Fees, (a) the Company shall retain legal title to the Materials (which shall remain the property of the Company), (b) the Company shall retain possession of all of the Materials and (c) the Client is not entitled to sell, manufacture, license or distribute the Master Recordings.
7.4 Notwithstanding any other provision of the Agreement the Client acknowledges and agrees that all risk in the Materials when in transit or otherwise off the Premises shall vest in the Client.
7.5 The Company retains a general lien on any property of the Master Recordings and/or Materials in its possession for any unpaid sums the Client may owe to the Company.
8. COMPLIANCE WITH LAWS AND CLIENT’S OBLIGATIONS
8.1 In performing its obligations under the Agreement, the Client shall and shall procure that the Client’s Personnel (a) comply with all applicable laws, statutes and regulations from time to time in force and (b) obtain and maintain all necessary licences and consents to enable the Company to provide its services under the Agreement.
8.2 The Client shall:
8.2.1 co-operate with the Company in all matters relating to the services to be provided by the
Company under the Agreement; and
8.2.2 provide to the Company in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) reasonably required by the Company in connection with the services to be provided by the Company under the Agreement.
8.3 To the extent the Company so elects in writing, the Company’s obligations under the Agreement shall terminate with immediate effect if the Client commits a breach of paragraph 8.1 or any other provision of the Agreement.
9. INDEMNITY
9.1 The Client shall indemnify the Company and keep the Company indemnified in full against any injury, loss, damage, costs and/or expenses suffered by the Company arising from or attributable to:
9.1.1 the Client’s cancellation of the Booking including without limitation any costs or expenses incurred by the Company in connection with the Booking;
9.1.2 the Client’s making, use or exploitation of the Recordings;
9.1.3 the Client’s breach of the Agreement; or
9.1.4 the Client’s media including without limitation the Clients Own Part Recorded Material;
9.1.5 the Client’s own plugin software.
10. CONTENT OF RECORDING AND RESTRICTIONS
10.1 The Client undertakes that nothing whatsoever shall be included in the Recording (or any software introduced by the Client) which constitutes a breach or infringement of any intellectual property rights or which shall be in any way illegal, scandalous, obscene or libellous and the Client will indemnify the Company and keep the Company indemnified in full against any injury, loss, damage, costs and/or expenses in respect thereof and shall pay all costs, fees and expenses which may be incurred by the Company in reference to any such claim.
10.2 The Client may acknowledge that the Recording, Mastering or Post-Production Work took place at Stourbridge Studios. Notwithstanding the foregoing, the fact that the Recording is recorded, mastered or subject to Post-Production Work in the Studio does not imply an “endorsement”? as between the Company and the Recording or the Client. If the Company becomes aware that the Client is implying such an endorsement the Company shall notify the Client and the Client shall immediately cease the relevant activity.
10.3 The Company shall not be required to reproduce any matter which in its opinion is or may be of an illegal, scandalous, obscene or libellous nature.
10.4 The Client undertakes that, unless otherwise agreed by the Company in writing, the Recording will not be used to create software or hardware audio products including, but not limited to, plug-ins or sample instruments. Further the Client undertakes that it will not use the Company’s name, logo or Trade Mark to promote, endorse or otherwise advertise non-Company audio products without the express prior written permission of the Company.
10.5 The Client undertakes to the Company that in all Materials recorded, mastered or post- produced at the Premises:
10.5.1 It shall credit Stourbridge Studios as the location of such work; and
10.5.2 If the Client credits any of its employees, agents or contractors, it shall also credit the
Operators.
10.6 The Company reserves the right to restrict usage of any parts of the Studio depending on the nature of the recording in the other Studios.
11. STUDIO BREAKDOWN WARRANTY
In the event of Studio Breakdown the Company shall at its option either replace (as soon as can reasonably be arranged) the Studio facilities to which the Client was entitled by the terms hereof and which have been lost as a result of such Studio Breakdown or credit or refund to the Client the Booking Fee in respect of the Booking and shall have no liability or obligation to the Client beyond these remedies.
12. MASTER RECORDING AND POST PRODUCTION WORK WARRANTY
12.1 The Client shall promptly notify the Company in writing of any defect in or loss of or damage to the Master Recording or the Post Production Work of which it is made aware whether as a result of any test carried out by the Client pursuant to paragraph 3 or these Conditions or otherwise. The Client shall be deemed to have accepted and approved the Master Recording and the Post Production Work if it does not notify the Company in writing of any concerns with either or both of them before the expiry of 14 days following the end of the Period of Booking.
12.2 The Company shall use its reasonable endeavours to correct any such defect and to effect replacement of such lost or damaged materials so notified to it or of which it is aware only to the extent they are directly attributable to faulty materials or workmanship or the negligence of the Company.
13. CLIENT’S RECORDINGS
It is a condition of the Agreement that all Client’s Recordings shall have been copied by the Client before delivery to the Company, and that only backups are provided to the Company in order to prevent the risk of loss or damage.
14. INTELLECTUAL PROPERTY AND NON-SOLICITATION
14.1 The Trade Marks are the property of the Company and the Client shall not use the Trade
Marks unless expressly authorized in writing by the Company to do so.
14.2 The Client:
14.2.1 warrants that the receipt and use of the Client’s Recording and the Client’s own media (including without limitation the Client’s Own Part Recorded Media), in the performance of the Agreement by the Company, its agents, subcontractors or consultants shall not infringe the rights, including without limitation any intellectual property rights, of any third party; and
14.2.2 shall indemnify the Company and keep the Company indemnified in full against any injury, loss, damage, costs and/or expenses awarded against or incurred or paid by the Company as a result of or in connection with any claim brought against the Company, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s rights, including without limitation intellectual property rights arising out of, or in connection with, the receipt or use in the performance of the Agreement of the Client’s Recording and the Client’s own media (including without limitation the Client’s Own Part Recorded Media).
15. FILMING AND PHOTOGRAPHY RESTRICTIONS
15.1 The Client shall not and shall procure that the Client’s Personnel shall not photograph or film any part of the Premises save as expressly provided in the remainder of this paragraph
15.
15.2 The Client shall be permitted to photograph and/or record Session Footage within the Studio solely for non-commercial personal purposes provided that:
15.2.1 unless otherwise agreed in writing by the Company, the copyright and all related rights in and to the Session Footage (excluding the copyright and all related rights in and to any underlying music composition) shall vest in Company and to the extent any such rights vest in the Client, the Client hereby assigns all rights in the Session Footage to the Company, whether vested, contingent or future;
15.2.2 the Client hereby waives, and shall procure the waiver from the Representatives and the Client’s Personnel of any and all moral and/or so- called “Performer’s”? rights in the Session Footage; and
15.2.3 the Client shall provide the Company with a copy of the Session Footage.
15.3 If the Client, the Representatives or the Client’s Personnel either:
15.3.1 wish to use the Session Footage for purposes not expressly permitted hereunder; and/or
15.3.2 wish to photograph and/or film the whole or part of the Premises,
then the Client shall put such request in writing to Company and the Company’s decision on such matter shall be final.
16. CONFIDENTIALITY
16.1The Client undertakes that it shall not at any time disclose to any person any confidential information relating to the Company, except as permitted by paragraph
16.2 below:
16.2 The Client may disclose the Company’s confidential information:
16.2.1 to the Representatives who need to know this information for the purposes of carrying out the Client’s obligations under the Agreement, provided that the Client takes all reasonable steps to ensure that the Representatives comply with the confidentiality obligations contained in this paragraph 16 as though they were a party to the Agreement. The Client shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this paragraph 16; and
16.2.2 as may be required by applicable law, a court of competent jurisdiction or any governmental or regulatory authority with competent jurisdiction.
16.3 The Company reserves all rights in its confidential information. No rights or obligations in respect of the Company’s confidential information other than those expressly stated in the Agreement are granted to the Client or to be implied from the Agreement.
17. COMPANY’S OVERALL LIABILITY
17.1 The Company shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for any or all of the following: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information and any indirect or consequential loss.
17.2 The Company’s liability under the Agreement shall be to the exclusion of all other liability to the Client whether contractual, tortious or otherwise. All other conditions, warranties, stipulations or other statements whatsoever concerning the Agreement, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded.
17.3 WHERE THE BOOKING IS MADE BY A CONSUMER AS DEFINED IN THE SALE OF GOODS ACT
1979, THE SUPPLY OF GOODS AND SERVICES ACT 1982, THE ENTERPRISE ACT 2002 OR THE CONSUMER RIGHTS ACT 2015 THE STATUTORY RIGHTS OF THE CLIENT ARE NOT AFFECTED BY THESE CONDITIONS.
17.4 Nothing in the Agreement excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury cause by negligence or any other liability which cannot be limited or excluded by applicable law.
18. ASSIGNMENT
The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written consent of the Company.
19. FORCE MAJEURE
19.1 Notwithstanding any other term of the Agreement the Company shall not be under any liability for any failure to perform any of its obligations under the Agreement due to “Force Majeure”? Following notification by the Company to the Client of such cause, the Company shall be allowed a reasonable extension of time for the performance of its obligations. For the purpose of the Agreement, ‘Force Majeure’ means any matters beyond the reasonable control of the Company, including without limitation:
19.1.1 Act of God, explosion, flood, tempest, fire or accident;
19.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
19.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
19.1.4 import or export regulations or embargoes;
19.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
19.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
19.1.7 power failure or breakdown in machinery.
20. MISCELLANEOUS
20.1 The Client shall procure that neither the Client nor any of the Client’s Personnel shall be held out as an agent of or pledge the credit of the Company.
20.2 The Agreement constitutes the entire agreement between the Company and the Client and neither party shall be bound by any other statement or representation made to the other.
20.3 No variation or amendment to the Agreement shall be effective unless made in writing and signed by the Company and the Client.
20.4 If any part of the Agreement shall be held to be void, voidable or otherwise unenforceable by a court of competent jurisdiction then the balance thereof shall remain in full force and effect.
20.5 For the purpose of the Contracts (Rights of Third Parties) Act 1999, the Agreement does not and is not intended to give any rights, or any right to enforce any of its provisions, to any person who is not a party to it.
20.6 All notices required to be given hereunder shall be in writing and deemed properly served if delivered by hand or sent by fax (provided that proof of transmission can be produced) to the address or fax number respectively of the applicable party specified on the Booking Form on the date of delivery or transmission or if sent by recorded delivery post to such address within two (2) working days of posting.
20.7
The Agreement shall be construed in accordance with the laws of England and Wales and is subject to the exclusive jurisdiction of the English Courts.
Full Terms and Conditions
DEFINITIONS
“Agreement”
the agreement comprised in the Booking Form and these
Conditions.
“Booking”
the hire of the Studio for the Period of Booking and subject to the
other terms and conditions specified in the
Booking Form.
“Booking Fee”
the fee payable by the Client to the Company for the Booking as
specified in the Booking Form or if not specified then calculated in
accordance with the Company’s published or usual scale of charges
from time to time.
“Booking Form”
any written quotation given by the Company and accepted by the
Client (to be deemed accepted when work begins if no prior
acceptance is received by the Company) or the description of
supply (but not any “terms and conditions”)
contained in any
written or verbal order of the Client accepted by the Company (to
be deemed accepted when work begins if no prior acceptance is
received by the Client).
“Client”
the person or entity referred to as such in the
Booking Form.
“Client’s Equipment”
equipment brought onto the Premises by the
Client, or the Client’s
Personnel or any servant, employee, agent or contractor for or on
behalf of the Client.
“Client’s Own Part
the Client’s own recording media incorporating pre-recorded
Recorded Media”
material including without limitation multi-track recording tape and
computer software.
“Client’s Personnel”
persons invited by the Client to enter the
Studio or the Premises
during the Booking.
“Client’s Recording”
a recording made before the period of Booking which is delivered
to the Company by the Client in connection with the Agreement.
“Company”
Stourbridge Studios.
“Conditions” these terms and conditions.
“Fees”
the Booking Fee, the Post Production Work Fee and all other sums
payable by the Client to the Company under or in connection with
the Agreement (including without limitation any costs incurred in
respect of the Premises such as but not limited to accommodation
and subsistence for the Period of the Booking).
“Mastering”?
the processing by the Company of Recordings in accordance with
the description in the Booking Form or verbal instructions accepted
by the Company.
“Master Recording”
the original recording produced for the Client in the course of the
Booking on the media and in the format described in the Booking
Form.
“Operators”
the staff of the Company named as such in the
Booking Form.
“Period of Booking”
the period described as such in the Booking
Form.
“Post Production Work”
the processing by the Company of Recordings in accordance with
the description in the Booking Form.
“Post Production
the fee payable by the Client to the Company for the Post
Work Fee”
Production Work as specified in the Booking
Form or if not
specified then calculated in accordance with the Company’s
published or usual scale of charges from time to time.
“Pre-Production Master”
a Recording in a form intended for mass production without
further material change.
“Premises”?
all parts of the building and premises in which the Studio is
contained and surrounding land owned or leased by the Company
(including without limitation the studio itself).
“Recording”
means any single or multi-track audio and/or visual recording or
data programming or derivative thereof or any one or more pieces
of recorded sound or visual image recorded or used during the
Booking or which is the subject of Post
Production Work.
“Representatives”
the persons named in the Booking Form being authorised by the
Client to instruct the Company on behalf of the
Client.
“Session Footage”?
all audio and or audio visual material documenting the progress
and/or making of the Recording in the Studio during the Booking
Period.
“Studio”
the recording studios and residential buildings and the equipment
specified in the Booking Form.
“Studio Breakdown”
a failure or breakdown or unavailability for any reason of the
Studio which prevents the Client’s use thereof in accordance with
the terms of the Agreement.
“Trade Marks”?
all Company owned and/or controlled trademarks, logos and
associated rights (whether registered or not).
1. AGREEMENT
The Agreement alone applies to all facilities hired and work done by the Company for the
Client and prevails over any terms and conditions put forward by the Client.
2. STUDIO FACILITIES
2.1 The Company shall make the Studio and the Operators available to the Client for the Period of Booking and shall produce the Master Recording at the direction and subject to the monitoring and approval of the Client or the Representatives. The Client shall only permit people directly involved in the Recording, as stated on the Booking Form, to enter the Premises and only during the Booking Period. The Company reserves the right to require any person to leave the Premises.
2.2 The Client is responsible for:
2.2.1 ensuring the suitability of the Studio for the Client’s purpose;
2.2.2 ensuring that the Client’s Equipment is compatible with the Studio;
2.2.3 the technical quality of any recording engineered by personnel provided by the Client;
2.2.4 any problem or damage caused by any use of Clients Own Part Recorded Media and plugin software (including any virus damage); and
2.2.5 any acts or omissions of the Representatives or the Client’s Personnel as if those acts and omissions were its own,
and the Company gives no warranty, undertaking or representation as to any of the foregoing.
2.3 If (a) the Client fails to use the Studio for any or all of the Period of Booking, (b) the Client cancels the Booking or (c) the Company terminates the Booking or any or all of its obligations under the Agreement pursuant to paragraph 8.3 below, the Company may at its sole discretion and without any obligation whatsoever, make the Studio and Operators available for an alternative booking (in each case without having to refund the Fees or any part thereof to the Client).
3.POST PRODUCTION WORK
3.1 The Company shall carry out the Post Production Work with due care and diligence using suitable equipment and competent engineers.
3.2 The Client and the Representatives shall be entitled at all reasonable times to monitor the Company’s performance of the Post Production Work and the Company shall carry out the Post Production Work at the direction of and subject to the monitoring and approval of the Client or the Representatives.
3.3 The Client, at its request, shall be entitled and shall be given all reasonable opportunity to evaluate by any reasonable means the content and quality of the Recording.
3.4 The Client shall ensure that the Pre-Production Master meets with its full satisfaction before proceeding to mass production of the recording thereon. The Client shall be deemed to have accepted and approved the Pre-Production Master if it does not notify the Company in writing of any concerns with it before the expiry of 14 days following the end of the Period of Booking.
4.FEES
4.1 The Client shall pay the Fees in cleared funds to such bank account as the Company may nominate in writing. All Fees shall be paid in full without any set-off, counterclaim, deduction or withholding.
4.2 The Company may raise invoices in respect of the Fees at any time.
4.3 Unless the Company agrees otherwise in advance and in writing, all invoices raised by the Company prior to the commencement of the Period of Booking shall be payable by the Client as follows:
4.3.1 50% of all Fees set out in such invoices shall be payable immediately; and
4.3.2 the remaining balance of such Fees shall be payable no later than the commencement of the Period of Booking.
4.4 All invoices raised by the Company on or after the commencement of the Period of Booking shall be payable by the Client immediately.
4.5 The Client shall be liable to pay interest on any sums overdue and payable to the Company from time to time at the rate of four per cent (4%) per annum above the Company’s bank’s base rate.
4.6 The Fees shall not be reduced as a result of:
4.6.1 the Client’s failure to use the Studio for any or all of the Period of the Booking;
4.6.2 the Client’s cancellation of the Booking or any part thereof; or
4.6.3 the Company’s termination of any or all of its obligations under the Agreement pursuant to paragraph 8.3 below.
4.7 Notwithstanding any other provision of the Agreement, if the Client fails to pay any Fees (or part thereof) when due the Company may terminate the Booking immediately without notice and without any obligation to refund any Fees already paid by the Client.
4.8 No part of the Master Recording will be released to the Client, and the Company may suspend all or part of the services to be provided by it under the Agreement, until all outstanding Fees have been received by the Company.
5. CLIENT’S OWN MEDIA, PERSONNEL AND EQUIPMENT
5.1 The Company will supply all blank media for recording if required.
5.2 The Client will be responsible for the integrity of the Client’s own media, including without limitation the Client’s Own Part Recorded Media, and the Company shall not be liable or responsible for any deficiency in or caused by such media.
5.3 The Client shall procure that each of the Client’s Personnel shall abide by the Company’s and the Studio’s rules, regulations and health and safety and other policies and the Client shall be responsible for:
5.3.1 the actions of the Client’s Personnel on the Premises;
5.3.2 any and all injury, loss or damage to any person’s equipment or premises caused by any act or omission of the Client’s Personnel, or as a result of any defect in or inappropriate specification of the Client’s Equipment or the Client’s own media;
5.3.3 the cost of the hire of any Client’s Equipment;
5.3.4 any costs and expenses incurred by the Company on behalf of the Client at the Client’s request; and
5.3.5 any and all loss or damage to the Client’s Equipment (which shall be at the sole risk of the
Client).
5.4 The Company reserves the right to refuse installation of the Client’s plugin software to any of the Company’s hardware.
5.5 The Client shall vacate the Studio and the Premises and remove all Client’s Equipment forthwith at the end of the Period of Booking or, if the Company so elects in writing, on the Company’s termination of the Booking or some or all of its obligations under the Agreement pursuant to paragraph 8.3 below. The Company shall be entitled by two weeks’ notice to the Client to require the Client to collect the Client’s Equipment and in default of collection on or before the expiration of such period of notice, the Company shall be entitled to destroy or otherwise dispose of the Client’s Equipment without further notice or warning.
6. SOUND LEVELS
The Client acknowledges that The Control of Noise at Work Regulations 2005 have established that prolonged exposure to high noise levels above 85 dB(A) may cause damage to hearing and that both studios and studio users are required by law to keep exposures as low as reasonably practicable and that accordingly:
6.1.1 the Client shall be responsible for noise levels within the Studio;
6.1.2 high noise levels shall not be sustained for long periods; and
6.1.3 the Company reserves the right to take such action as it may deem appropriate to maintain tolerable noise levels and that no claim shall lie against the Company in respect of inconvenience or time lost in the event of such action.
7. RECORDINGS AND MATERIALS
7.1 The Client shall procure the collection of the Recordings and all ancillary materials (if any) (“the Materials“) immediately upon payment in full of the Company’s invoice(s) applicable thereto (“the Collection Date“).
7.2 After the Collection Date:
7.2.1 notwithstanding any other provision of the Agreement, the Materials shall be held by the
Company solely at the risk of the Client;
7.2.2 the Client shall be liable to the Company for such reasonable charges as the Company may raise against the Client for the continued storage of the Materials; and
7.2.3 the Company shall be entitled to serve notice on the Client requiring the Client to collect the Materials within a month of the date of such notice failing which the Company shall be entitled to destroy or otherwise dispose of the Materials without further notice of warning.
7.2.4 the Company shall be archive master recordings for a minimum of one year after project completion and hand over of completed recordings, after which the Company shall be entitled to destroy or otherwise dispose of without notice of warning.
7.3 Notwithstanding any other provision of the Agreement, until such time as the Company is in receipt of cleared payment of all Fees, (a) the Company shall retain legal title to the Materials (which shall remain the property of the Company), (b) the Company shall retain possession of all of the Materials and (c) the Client is not entitled to sell, manufacture, license or distribute the Master Recordings.
7.4 Notwithstanding any other provision of the Agreement the Client acknowledges and agrees that all risk in the Materials when in transit or otherwise off the Premises shall vest in the Client.
7.5 The Company retains a general lien on any property of the Master Recordings and/or Materials in its possession for any unpaid sums the Client may owe to the Company.
8. COMPLIANCE WITH LAWS AND CLIENT’S OBLIGATIONS
8.1 In performing its obligations under the Agreement, the Client shall and shall procure that the Client’s Personnel (a) comply with all applicable laws, statutes and regulations from time to time in force and (b) obtain and maintain all necessary licences and consents to enable the Company to provide its services under the Agreement.
8.2 The Client shall:
8.2.1 co-operate with the Company in all matters relating to the services to be provided by the
Company under the Agreement; and
8.2.2 provide to the Company in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) reasonably required by the Company in connection with the services to be provided by the Company under the Agreement.
8.3 To the extent the Company so elects in writing, the Company’s obligations under the Agreement shall terminate with immediate effect if the Client commits a breach of paragraph 8.1 or any other provision of the Agreement.
9. INDEMNITY
9.1 The Client shall indemnify the Company and keep the Company indemnified in full against any injury, loss, damage, costs and/or expenses suffered by the Company arising from or attributable to:
9.1.1 the Client’s cancellation of the Booking including without limitation any costs or expenses incurred by the Company in connection with the Booking;
9.1.2 the Client’s making, use or exploitation of the Recordings;
9.1.3 the Client’s breach of the Agreement; or
9.1.4 the Client’s media including without limitation the Clients Own Part Recorded Material;
9.1.5 the Client’s own plugin software.
10. CONTENT OF RECORDING AND RESTRICTIONS
10.1 The Client undertakes that nothing whatsoever shall be included in the Recording (or any software introduced by the Client) which constitutes a breach or infringement of any intellectual property rights or which shall be in any way illegal, scandalous, obscene or libellous and the Client will indemnify the Company and keep the Company indemnified in full against any injury, loss, damage, costs and/or expenses in respect thereof and shall pay all costs, fees and expenses which may be incurred by the Company in reference to any such claim.
10.2 The Client may acknowledge that the Recording, Mastering or Post-Production Work took place at Stourbridge Studios. Notwithstanding the foregoing, the fact that the Recording is recorded, mastered or subject to Post-Production Work in the Studio does not imply an “endorsement”? as between the Company and the Recording or the Client. If the Company becomes aware that the Client is implying such an endorsement the Company shall notify the Client and the Client shall immediately cease the relevant activity.
10.3 The Company shall not be required to reproduce any matter which in its opinion is or may be of an illegal, scandalous, obscene or libellous nature.
10.4 The Client undertakes that, unless otherwise agreed by the Company in writing, the Recording will not be used to create software or hardware audio products including, but not limited to, plug-ins or sample instruments. Further the Client undertakes that it will not use the Company’s name, logo or Trade Mark to promote, endorse or otherwise advertise non-Company audio products without the express prior written permission of the Company.
10.5 The Client undertakes to the Company that in all Materials recorded, mastered or post- produced at the Premises:
10.5.1 It shall credit Stourbridge Studios as the location of such work; and
10.5.2 If the Client credits any of its employees, agents or contractors, it shall also credit the
Operators.
10.6 The Company reserves the right to restrict usage of any parts of the Studio depending on the nature of the recording in the other Studios.
11. STUDIO BREAKDOWN WARRANTY
In the event of Studio Breakdown the Company shall at its option either replace (as soon as can reasonably be arranged) the Studio facilities to which the Client was entitled by the terms hereof and which have been lost as a result of such Studio Breakdown or credit or refund to the Client the Booking Fee in respect of the Booking and shall have no liability or obligation to the Client beyond these remedies.
12. MASTER RECORDING AND POST PRODUCTION WORK WARRANTY
12.1 The Client shall promptly notify the Company in writing of any defect in or loss of or damage to the Master Recording or the Post Production Work of which it is made aware whether as a result of any test carried out by the Client pursuant to paragraph 3 or these Conditions or otherwise. The Client shall be deemed to have accepted and approved the Master Recording and the Post Production Work if it does not notify the Company in writing of any concerns with either or both of them before the expiry of 14 days following the end of the Period of Booking.
12.2 The Company shall use its reasonable endeavours to correct any such defect and to effect replacement of such lost or damaged materials so notified to it or of which it is aware only to the extent they are directly attributable to faulty materials or workmanship or the negligence of the Company.
13. CLIENT’S RECORDINGS
It is a condition of the Agreement that all Client’s Recordings shall have been copied by the Client before delivery to the Company, and that only backups are provided to the Company in order to prevent the risk of loss or damage.
14. INTELLECTUAL PROPERTY AND NON-SOLICITATION
14.1 The Trade Marks are the property of the Company and the Client shall not use the Trade
Marks unless expressly authorized in writing by the Company to do so.
14.2 The Client:
14.2.1 warrants that the receipt and use of the Client’s Recording and the Client’s own media (including without limitation the Client’s Own Part Recorded Media), in the performance of the Agreement by the Company, its agents, subcontractors or consultants shall not infringe the rights, including without limitation any intellectual property rights, of any third party; and
14.2.2 shall indemnify the Company and keep the Company indemnified in full against any injury, loss, damage, costs and/or expenses awarded against or incurred or paid by the Company as a result of or in connection with any claim brought against the Company, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s rights, including without limitation intellectual property rights arising out of, or in connection with, the receipt or use in the performance of the Agreement of the Client’s Recording and the Client’s own media (including without limitation the Client’s Own Part Recorded Media).
15. FILMING AND PHOTOGRAPHY RESTRICTIONS
15.1 The Client shall not and shall procure that the Client’s Personnel shall not photograph or film any part of the Premises save as expressly provided in the remainder of this paragraph
15.
15.2 The Client shall be permitted to photograph and/or record Session Footage within the Studio solely for non-commercial personal purposes provided that:
15.2.1 unless otherwise agreed in writing by the Company, the copyright and all related rights in and to the Session Footage (excluding the copyright and all related rights in and to any underlying music composition) shall vest in Company and to the extent any such rights vest in the Client, the Client hereby assigns all rights in the Session Footage to the Company, whether vested, contingent or future;
15.2.2 the Client hereby waives, and shall procure the waiver from the Representatives and the Client’s Personnel of any and all moral and/or so- called “Performer’s”? rights in the Session Footage; and
15.2.3 the Client shall provide the Company with a copy of the Session Footage.
15.3 If the Client, the Representatives or the Client’s Personnel either:
15.3.1 wish to use the Session Footage for purposes not expressly permitted hereunder; and/or
15.3.2 wish to photograph and/or film the whole or part of the Premises,
then the Client shall put such request in writing to Company and the Company’s decision on such matter shall be final.
16. CONFIDENTIALITY
16.1The Client undertakes that it shall not at any time disclose to any person any confidential information relating to the Company, except as permitted by paragraph
16.2 below:
16.2 The Client may disclose the Company’s confidential information:
16.2.1 to the Representatives who need to know this information for the purposes of carrying out the Client’s obligations under the Agreement, provided that the Client takes all reasonable steps to ensure that the Representatives comply with the confidentiality obligations contained in this paragraph 16 as though they were a party to the Agreement. The Client shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this paragraph 16; and
16.2.2 as may be required by applicable law, a court of competent jurisdiction or any governmental or regulatory authority with competent jurisdiction.
16.3 The Company reserves all rights in its confidential information. No rights or obligations in respect of the Company’s confidential information other than those expressly stated in the Agreement are granted to the Client or to be implied from the Agreement.
17. COMPANY’S OVERALL LIABILITY
17.1 The Company shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for any or all of the following: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information and any indirect or consequential loss.
17.2 The Company’s liability under the Agreement shall be to the exclusion of all other liability to the Client whether contractual, tortious or otherwise. All other conditions, warranties, stipulations or other statements whatsoever concerning the Agreement, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded.
17.3 WHERE THE BOOKING IS MADE BY A CONSUMER AS DEFINED IN THE SALE OF GOODS ACT
1979, THE SUPPLY OF GOODS AND SERVICES ACT 1982, THE ENTERPRISE ACT 2002 OR THE CONSUMER RIGHTS ACT 2015 THE STATUTORY RIGHTS OF THE CLIENT ARE NOT AFFECTED BY THESE CONDITIONS.
17.4 Nothing in the Agreement excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury cause by negligence or any other liability which cannot be limited or excluded by applicable law.
18. ASSIGNMENT
The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written consent of the Company.
19. FORCE MAJEURE
19.1 Notwithstanding any other term of the Agreement the Company shall not be under any liability for any failure to perform any of its obligations under the Agreement due to “Force Majeure”? Following notification by the Company to the Client of such cause, the Company shall be allowed a reasonable extension of time for the performance of its obligations. For the purpose of the Agreement, ‘Force Majeure’ means any matters beyond the reasonable control of the Company, including without limitation:
19.1.1 Act of God, explosion, flood, tempest, fire or accident;
19.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
19.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
19.1.4 import or export regulations or embargoes;
19.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
19.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
19.1.7 power failure or breakdown in machinery.
20. MISCELLANEOUS
20.1 The Client shall procure that neither the Client nor any of the Client’s Personnel shall be held out as an agent of or pledge the credit of the Company.
20.2 The Agreement constitutes the entire agreement between the Company and the Client and neither party shall be bound by any other statement or representation made to the other.
20.3 No variation or amendment to the Agreement shall be effective unless made in writing and signed by the Company and the Client.
20.4 If any part of the Agreement shall be held to be void, voidable or otherwise unenforceable by a court of competent jurisdiction then the balance thereof shall remain in full force and effect.
20.5 For the purpose of the Contracts (Rights of Third Parties) Act 1999, the Agreement does not and is not intended to give any rights, or any right to enforce any of its provisions, to any person who is not a party to it.
20.6 All notices required to be given hereunder shall be in writing and deemed properly served if delivered by hand or sent by fax (provided that proof of transmission can be produced) to the address or fax number respectively of the applicable party specified on the Booking Form on the date of delivery or transmission or if sent by recorded delivery post to such address within two (2) working days of posting.
20.7
The Agreement shall be construed in accordance with the laws of England and Wales and is subject to the exclusive jurisdiction of the English Courts.