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Tinman Creative Sound Recording Studios
General Terms and Conditions For Studio Hire and
Post-Production Hire
Contents
1. Agreement
2. Studio Facilities
3. Post Production Work
4. The Fees
5. The Client's Own Media, Personnel and Equipment
6. Sound Levels
7. Recordings and Materials
8. Indemnity
9. Content of Recording
10. Studio Breakdown Warranty
11. Master Recording and Post Production Work Warranty
12. Client's Recordings
13. Company's Overall Liability
14. Force Majeure
15. Miscellaneous
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| "Agreement" |
means the
agreement comprised in the Booking Form and these
Conditions |
| "Booking" |
means 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" |
means 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 |
| "Booking
Form" |
means 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 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" |
means the
person or company referred to in the Booking Form |
| "Client's
Equipment" |
means
equipment brought onto the Company's premises by the
Client, or the Client's Personnel or any servant agent
or contractor for and on behalf of the Client. |
| "Client's
Own Part Recorded Media" |
means the
Client's own recording media incorporating
pre-recorded material including without limitation
multi-track recording tape and computer software. |
| "Client's
Personnel" |
means
persons invited by the Client to enter the Studio
during the Booking |
| "Client's
Recording" |
means a
recording made before the period of Booking which is
delivered to the Company by the Client in connection
with this Agreement |
| "Company" |
means
Tinman Studios. |
| "Conditions" |
means
these conditions |
| "Fees" |
means the
Booking Fee and the Post Production Work Fee |
| "Master
Recording" |
means the
original recording provided to the Client in the
course of the Booking on the media and in the format
described in the Booking Form |
| "Maximum
Liability" |
means the
maximum liability on the part of the Company to the
Client arising under or in connection with this
Agreement being £10,000 |
| "Operators" |
means the
staff of the Company named as such in the Booking Form |
| "Period
of Booking" |
means the
period described as such in the Booking Form |
| "Post
Production Work" |
means the
processing by the Company of Recordings in accordance
with the description in the Booking Form |
| "Post
Production Work Fee" |
means the
fee payable by the Client to the Company for the Post
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 |
| "Pre
Production Master" |
means a
Recording in form intended for mass production without
further material change |
| "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 including a Master Recording and
a Pre Production Master or any Client's Recording. |
| "Representatives" |
means the
persons named in the Booking Form being authorised by
the Client to instruct the Company on behalf of the
Client in respect of the Company's provision of the
Post Production Work |
| "Studio" |
means the
recording studio and the equipment specified in the
Booking Form |
| "Studio
Breakdown" |
means a
failure or breakdown or unavailability for any reason
of the Studio which prevents the Client's use thereof
in accordance with the terms hereof |
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1. 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.
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
provide 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.
2.2 The Client hereby acknowledges that it shall be
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
shall be 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 use
of Clients Own Part Recorded Media (including any virus
damage)
and that accordingly the Company gives no
warranty as to the foregoing.
3. POST PRODUCTION WORK
3.1 The Company shall carry out the Post Production Work
described in the Booking Form with all 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 For the avoidance of doubt the Client acknowledges and
accepts that it is incumbent upon the Client to ensure that
the Pre Production Master meets with its full satisfaction as
aforesaid before proceeding to mass production commercial
exploitation of the recording thereon.
4. THE FEES
4.1 The Client shall pay the whole of the Fees and any
other sums payable by the terms of this Agreement within
thirty seven (7) days of the Company's invoice.
4.2 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 Plc
(UK) base rate.
4.3 The Fees shall not be reduced on account of:
4.3.1 the Client's failure to use the
Studio for any or all of the Period of the Booking
4.3.2 the Client's cancellation of the
Booking or any part thereof.
5. THE CLIENT'S OWN MEDIA, PERSONNEL AND EQUIPMENT
5.1 The Company will supply all blank media for recording.
5.2 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.
5.3 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:
5.3.1 for the actions of the Client's
Personnel upon the Company's premises
5.3.2 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
5.3.3 for the cost of the hire of any
Client's Equipment
5.3.4 for any costs and expenses incurred
by the Company on behalf of the Client at the Client's request
5.3.5 for any and all loss or damage to the
Client's Equipment which shall be at the sole risk of the
Client
5.4 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.
6. 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
6.1 the Client shall be responsible for noise levels within
the Studio
6.2 high noise levels shall not be sustained for long periods
6.3 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
6.4 the Client shall follow the recommendations contained in
the APRS leaflet "KEEP SOUND LEVELS DOWN" (receipt
of a copy of which the Client hereby acknowledges) and
instruct the Client's Personnel to do the same.
7. RECORDINGS AND MATERIALS
7.1 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")
7.2 After the Collection Date:
7.2.1 notwithstanding any other provision
contained within the Conditions the Materials shall be held by
the Company solely at the risk of the Client
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
7.2.3 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
7.3 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
7.4 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
7.5 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.
8. 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:
8.1 the Client's cancellation of the
Booking including without limitation any reasonable costs or
expenses incurred by the Company in connection with the
Booking
8.2 the Client's making, use or
exploitation of the Recordings
8.3 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
8.4 any loss or damage caused to the Company by
Clients use of Clients Personal or Clients Own Part Recorded
Material.
9. CONTENT OF RECORDING
9.1 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
9.2 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. 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.
11. MASTER RECORDING AND POST PRODUCTION WORK WARRANTY
11.1 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
11.2 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
11.3 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.
12. 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.
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 therefor 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 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.
15.6 This agreement shall be construed in accordance with the
laws of England and Wales and subject to the exclusive
jurisdiction of the English Courts.
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