TERMS & CONDITIONS
AGREEMENT
These Terms and Conditions alone are to apply to all facilities hired and work done by the Company for the Client and shall prevail over any terms and conditions put forward by the Client unless otherwise expressly agreed in writing by Company. The Client may only book the Studio(s) for the purpose of instructing the Company to make and deliver the Work Product in accordance with the Agreement and not for any other purpose unless otherwise expressly agreed in writing by Company
1. STUDIO FACILITIES
1.1 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 Recordings to enter the Studio Building and only during the Booking Period. The Company reserves the right to require any person not so involved to leave the Studio building.
1.2. The Client hereby acknowledges that it shall be responsible for:
1.2.1 ensuring the suitability of the Studio for the Client's purpose
1.2.2 ensuring that the Client's Equipment shall be compatible with the Studio
1.3 the technical quality of any recording engineered by personnel provided by the Client
1.2.4 any problem or damage caused by use of Clients Own Part Recorded Media (including any virus damage)
1.2.5 any acts and omissions of the Representatives as if those acts and omissions were its own, and that accordingly the Company gives no warranty as to the foregoing.
2. THE FEES
2.1 The Client shall pay a deposit of 50% of the agreed Fee in advance in order to secure the booking. The whole of the Fees and any other sums payable by the terms of this Agreement within thirty (30) days of the Company's invoice.
2.2 The Client shall be liable to pay interest on any sums over due and payable to the Company from time to time at the rate of four per cent (4%) per annum above Barclays Bank base rate.
2.3 The Fees shall not be reduced on account of:
2.3.1 the Client's failure to use the Studio for any or all of the Period of the Booking
2.3.2 the Client's cancellation of the Booking or any part thereof.
3. THE CLIENT'S OWN MEDIA, PERSONNEL AND EQUIPMENT
3.1 The Company will supply all blank media for recording.
3.2 The Client will be responsible for the integrity of the Client's Own Part Recorded Media and the Company shall not be liable for any deficiency in or caused by such Media.
3.3 The Client hereby warrants undertakes and agrees that it shall procure that each of the Client's Personnel shall abide by the Studio's rules, regulations and health and safety policy and that it shall be responsible:
3.3.1 for the actions of the Client's Personnel upon the Company's premises
3.3.2 for 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
3.3.3 for the cost of the hire of any Client's Equipment
3.3.4 for any costs and expenses incurred by the Company on behalf of the Client at the Client's request
3.3.5 for any and all loss or damage to the Client's Equipment which shall be at the sole risk of the Client
3.4 The Client shall vacate the Studio and remove all Client's Equipment forthwith at the end of the Period of Booking. The Company shall be entitled by 3 (three) months' notice to the Client to require the Client to collect the Client's Equipment and in default of collection of the Client's Equipment on or before the expiration of the said period of notice, the Company shall be entitled to destroy or otherwise dispose of the Client's Equipment
4. SOUND LEVELS
The Client hereby acknowledges that the Noise at Work Regulations 1989 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
4.1 the Client shall be responsible for noise levels within the Studio
4.2 high noise levels shall not be sustained for long periods
4.3 the Company hereby 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.
5. RECORDINGS AND MATERIALS
5.1 The Client shall procure the collection of the Recordings and ancillary materials (if any) ("the Materials") immediately upon payment in full of the Company's invoice applicable thereto ("the Collection Date")
5.2 After the Collection Date:
5.2.1 notwithstanding any other provision contained within the Conditions the Materials shall be held by the Company solely at the risk of the Client
5.2.2 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
5.2.3 the Company shall be entitled to serve notice on the Client requiring the Client to collect the Materials within 3 (three) months of the date of such notice failing which the Company shall be entitled to destroy or otherwise dispose of the Materials
5.3 Notwithstanding the foregoing until such time as the Company shall be in receipt of cleared payment of all the Fees:
the Company shall be entitled to retain possession of all of the Materials
5.4 Notwithstanding any other provision contained within the Conditions the Client hereby acknowledges and agrees that all risk in the Materials when in transit or otherwise off the Company's premises shall vest in the Client
5.5 The Company retains a general lien on any property of the Client Master Recordings and or Materials in its possession for any unpaid balance the Client may owe to the Company .
6. INDEMNITY
The Client hereby covenants and undertakes to the Company that it shall indemnify the Company against any injury loss damage costs and/or expenses suffered by the Company arising from:
6.1 the Client's cancellation of the Booking including without limitation any reasonable costs or expenses incurred by the Company in connection with the Booking
6.2 the Client's making, use or exploitation of the Recordings
6.3 the Client's breach of any of the warranties undertakings or agreements on its part to be observed or performed by the terms of this Agreement
6.4 any loss or damage caused to the Company by Clients use of Clients Personal or Clients Own Part Recorded Material.
7. CONTENT OF RECORDING & RESTRICTIONS
7.1 The Client warrants that nothing whatever shall be included in the Recording (or any software introduced by the Client) which constitutes a breach or infringement of any copyright or which shall be in any way illegal, scandalous, obscene or libellous and the Client will indemnify the Company against any liability in respect thereof and shall pay all costs and expenses which may be incurred by the Company in reference to any such claim. The indemnity shall extend to any amount paid on a lawyer's advice in respect of any such claim.
7.2 The Client is permitted to acknowledge that the Recording, Mastering or Post-Production Work took place at Tilehouse 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. Should it come to the Company’s attention that the Client is implying such an endorsement the Company shall notify the Client and the Client shall cease the relevant activity that is implying the endorsement in relation itself and/or the relevant Recording.
7.3 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.
8. 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.
9. MASTER RECORDING AND POST PRODUCTION WORK WARRANTY
9.1 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 clause 3 or otherwise
9.2 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 and which are attributable to faulty materials or workmanship or the negligence of the Company
9.3 In the event that the Company is unable reasonably to effect such rectification or replacement its liability in respect of any Master Recording or Post Production Work shall be limited to the Maximum Liability
10. CLIENT'S RECORDINGS
It is a condition of this Agreement that all Client's Recordings shall have been copied by the Client before delivery to the Company, and that the Company's liability for loss of or damage to a Client's Recording shall be limited to the value of the media on which it is recorded.
11. TRADE MARKS
The Trade Marks are the property of Tilehouse Studios and the Client shall not use the Trade Marks unless expressly authorized in writing by Company to do so.
12. FILMING AND PHOTOGRAPHY RESTRICTIONS
12.1. The Client shall not and it shall procure that Client’s Representatives shall not photograph or film any part of the Studio Buildings save as expressly provided in this Agreement.
12.2 The Client shall be permitted to photograph and or record Session Footage within the Studio solely for non-commercial, personal purposes PROVIDED THAT:
12.2.1 the copyright and all related rights in and to the Session Footage shall vest in Company and to the extent any such rights vest in Client, Client assigns all rights in the Session Footage to the Company, whether vested, contingent or future; and
12.2.2 Client hereby waives, and shall procure the waiver from Client’s Representative any and all moral and or so-called “Performer’s” rights in the Session Footage; and
12.2.3 the Client shall provide the Company with a copy of the Session Footage.
12.3 In the event that Client or Client’s Representative either:
12.3.1 wish to use the Session Footage for purposes not expressly permitted hereunder; and or;
12.3.2 wish to photograph and or film the whole or part of the Studio Building; then the Client shall put such request in writing to Company.
12.4 The Company has the right to film recording artists in the studio and to put extracts on The Company’s website, Youtube Channel and related social media for promotional use.
13. COMPANY'S OVERALL LIABILITY
13.1 In the event that the Client shall actually suffer any loss or damage arising directly from the negligence or breach of contract or of statutory duty of the Company then other than in cases of death or personal injury the Company's liability therefore shall be limited in any event to the Maximum Liability in respect of the aggregate of all instances of such negligence and/or breach arising out of the Company's performance of its obligations under this Agreement
13.2 Notwithstanding any other provision contained within this Agreement the Company shall not be liable to the Client or the Client's Personnel for any:
13.2.1 indirect or consequential loss or damage
13.2.2 economic loss including without limitation any loss of profits or goodwill or anticipated
savings arising from any fault in the Studio or any act or omission of the Company its servants or agents in respect of this Agreement
13.3 The Company's liability under this 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.
13.4 The Client accepts as reasonable that the Company's total liability in respect of the Booking and/or the Post Production Work shall be as set out in this Agreement: in fixing those limits the Client and the Company have had regard to the price and nature of the Booking and the Post Production Work and the terms hereof, and the level of expenses expected to be incurred by the Client in respect thereof and the resources available to each party including insurance cover, to meet any liability.
13.5 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 SALE AND SUPPLY OF GOODS ACT 1994 OR THE FAIR TRADING ACT 1973 THE STATUTORY RIGHTS OF THE CLIENT ARE NOT AFFECTED BY THESE CONDITIONS.
14. FORCE MAJEURE
Notwithstanding any other term of this Agreement the Company shall not be under any liability for any failure to perform any of its obligations under this 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 this Condition, 'Force Majeure' means:
• Act of God, explosion, flood, tempest, fire or accident;
• war or threat of war, sabotage, insurrection, civil disturbance or requisition
• acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority
• import or export regulations or embargoes
• strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party)
• difficulties in obtaining raw materials, labour, fuel, parts or machinery
• power failure or breakdown in machinery
15. MISCELLANEOUS
15.1 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
15.2 This Agreement constitutes the entire agreement between the parties and neither party shall be bound by any other statement or representation made to the other
15.3 No variation or amendment to this Agreement shall be effective unless made in writing and signed by the parties hereto
15.4 In the event that any part of this 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
15.5 For the purpose of the Contracts (Rights of Third Parties) Act 1999, this 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.
15.6 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.
15.7 This agreement shall be construed in accordance with the laws of England and Wales and subject to the exclusive jurisdiction of the English Courts.