STANDARD TERMS OF AGREEMENT FOR STUDIO HIRE
AND POST PRODUCTION WORK
THE ASSOCIATION OF PROFESSIONAL
RECORDING SERVICES LIMITED
AGREEMENT FOR STUDIO HIRE AND POST PRODUCTION WORK
TUBE AUDIO LTD
VAT Number: 429 6731 25
CLIENT'S REQUEST FOR STUDIO HIRE AND POST PRODUCTION WORK
The Client hereby requests the Company to hire the Studio described above and/or to carry out the Post Production Work described above and agrees to be bound by the terms set out in this Agreement above and in the conditions overleaf ("the Conditions") upon acceptance by the Company.
CONDITIONS OF STUDIO HIRE AND POST PRODUCTION WORK
In these Conditions:-
"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 the Booking Form overleaf or any other written quotation given by the Company and accepted by the Client or any written order of the Client accepted in writing by the Company
"Client" means the person so described 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 Media"means the Client's own recording media including without limitation multi-track recording tape
"Client's Personnel"means persons invited by the Client to enter the Studio during the Booking
"Client's Recording"means a recording made before this Agreement which is delivered to the Company by the Client in connection with this Agreement
"Company"means the person so described in the Booking Form
"Conditions"means these conditions
"Fees"means the Booking Fee and the Post Production Work Fee
"Master Recording"means 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
"Maximum Liability"means the maximum liability on the part of the Company to the Client arising under or in connection with this Agreement being the sum described as such in the Booking Form
"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 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
1.1 This Agreement shall only be accepted and binding on the Company once:
1.1.1 the Client shall have returned a duplicate copy of the Booking Form overleaf to the Company or accepted the Company's written quotation in writing (as the case may be) signed by the Client (if an individual) or by a duly authorised representative of the Client (if a limited company or partnership) or the Company shall have accepted in writing the Client's written order; and
1.1.2 the Company shall have received cleared payment of the deposit (if any) required by the Company on account of the Fee
1.2 In any event unless otherwise agreed in writing by a director of the Company, the Booking Form and these Conditions alone shall apply to all goods supplied, facilities hired and work done by the Company for 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
2.2 The Client shall not be entitled to use its own recording engineer or other such technical personnel to operate the Studio without obtaining the Company's prior consent in writing
2.3 The Client hereby acknowledges that it shall be responsible for:
2.3.1 ensuring the suitability of the Studio for the Client's purpose
2.3.2 ensuring that the Client's Equipment shall be compatible with the Studio
2.3.3 the technical quality of any recording engineered by personnel provided by the Client 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 fourteen (14) days of the Company's invoice.
4.2 The Client shall be liable to pay interest on any sums due and payable to the Company from time to time at the rate of four per cent (4%) per annum above Bank of England 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 Client shall give the Company reasonable notice of its intention to supply the Client's Own Media together with full technical details thereof
5.2 If the Client supplies the Client's Own Media:
5.2.1 the Company shall be entitled to charge the Client for the use thereof within the Studio at the rate of twenty per cent (20%) of the retail list value of the Client's Own Media used during the Booking
5.2.2 the Client shall be responsible for the integrity of the Client's Own 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 remove all Client's Equipment forthwith at the end of the Period of Booking and in default thereof the Client shall be liable to the Company for its reasonable storage charges. 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 Fee:
7.3.1 the property in the Materials shall vest in the Company
7.3.2 the Company shall be entitled to retain possession 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 in its possession for any unpaid balance the Client may owe to the Company and the Company shall be entitled to sell the same in the event that payment is not made in full within 28 days of notice given to the Client by the Company of its exercise of the lien. The proceeds of sale may be taken by the Company for reimbursement of the expense of exercise of the lien and the sale, and payment of the said balance, and the Company shall account to the Client for any surplus.
7.6 The Company will endeavour to retain an archive copy of the Pre Production Master for the convenience of the Client, unless requested otherwise, but will not guarantee to do so.
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
9 CONTENT OF RECORDING
9.1 The Client warrants that nothing whatever shall be included in the Recording 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
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
15.1 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