Welcome to www.wilsonsoundstudio.com (the “Site”), owned and operated by Geoff Wilson.
The following terms of use (“Terms”) govern your use of the Site, whether as a browser or as a client (as the context applies).
Eligibility and Approval
1.1 You may browse the Site without subscribing but in doing so you accept and agree that certain areas of the Site will not be available to you unless you subscribe the Site. You will be asked if you wish to subscribe each time you try to access any part of the Site that requires subscription. To subscribe to the Site you will be asked to provide certain information about yourself; this is more particularly set out below.
1.2 We, in our sole discretion, will have the right to refuse to allow you to subscribe to the Site. We will have the right to carry out those checks that we, in our sole discretion, deem appropriate to confirm your suitability for subscription to the Site.
1.3 You must be at least 16 years of age to use the Site. This Site may include content that is unsuitable for anyone under the age of 16 and if you are under 16 you may only use the Site with the involvement of a parent or guardian. If you are a parent or guardian of someone under the age of 16 who is using the Site, you agree to these Terms and our privacy policy and that you shall be responsible for the conduct and acts and/or omissions of your children in using the Site as if these were your own. You may not subscribe to the Site if you are under 16. We will not sell products or merchandise available on the Site to anyone under the age of 18. By subscribing, you represent and warrant that you are at least 16 years of age and by making any purchase you represent and warrant that you are at least 18 years of age. General Representations and Warranties
1.4 You hereby represent and warrant: (i) you have the full power and authority to enter into and perform under these Terms, (ii) your use of the Site will not infringe the copyright, trademark, right of publicity or any other legal right of any third party, and (iii) you will comply with all applicable laws and regulations in using the Site and in engaging in all other activities arising from, relating to or connected with these Terms & Conditions . Minimum specifications for use of the Site
1.5 We do not accept any liability whatsoever, howsoever arising, for your inability to receive, access or otherwise use the Site or any content and/or pages contained on the Site or available through the Site, or for any damage caused to your computer and/or associated systems, resulting from the incompatibility of your computer and/or its associated systems with the technical specifications posted on the Site.
1.6 You accept that it is your responsibility to install appropriate anti-virus and security software on your computer hardware to protect against a computer security threat which may be transferred to your computer hardware through the use of the Site including but not limited to viruses, Trojan horses, time bombs or any other form of programming routine designed to damage or otherwise impair a computer’s functionality or operation.
Obligations
2.1 To access various services provided as part of the Site you will be asked to subscribe to the Site.
2.2 Upon subscribing to the Site, you agree to: (i) provide true, accurate, current and complete information about yourself; and (ii) as and when required, to maintain and promptly update that information to keep it true, accurate, current and complete. Subscriber email addresses, passwords and security
2.3 Upon subscribing you will be required to provide us with a valid email address and a password. You will be asked to provide this email address and password once for each time you subsequently visit areas on the Site requiring subscription. In addition, but in accordance with these terms and conditions and our privacy policy, we shall use this email address to contact you with information about the Site, your subscription and/or your purchases.
2.4 You are responsible for maintaining the confidentiality of your email address and password and are fully responsible for all activities that occur under your email address or password. You agree to immediately notify us of any unauthorised use of your email address or password or any other breach of security. We will not be liable to you or any third party for any loss or damage arising from your failure to comply with this provision.
IP Address Ownership
2.5 We shall maintain and control ownership of all IP numbers and addresses that may be assigned to you by us and we reserve, in our sole discretion, the right to change or remove any and all such IP numbers and addresses.
3.1 You may submit a request to us for studio time via email and/or telephone (“Booking Requests”).
3.2 Once you have submitted a Booking Request you will receive an e-mail from us acknowledging that we have received your Booking Request. Please note this does not mean that your Booking Request has been accepted. Your Booking Request constitutes an offer to us to agree a booking with you (an “Agreed Booking”). All Booking Requests are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms the Booking Request has been agreed (the “Confirmation Email”). The contract between us (the “Agreed Booking”) will be formed when we send you the Confirmation Email, subject to any variation thereto which we may subsequently agree in writing.
3.3 The Agreed Booking will relate only to those Booking Requests we have confirmed agreement to in the Confirmation Email.
3.4 The Confirmation Email will be sent to the e-mail address given as part of your Booking Request so you should ensure that the e-mail address you give is correct and current. The Confirmation Email will contain all relevant statutory information concerning your contract. You must check that the details on this Confirmation Email are correct as soon as possible and you should print out and keep a copy of it.
3.5 Each Agreed Booking shall be governed by both these Terms and the Studio Terms and Conditions, as they each may be amended from time to time.
3.6 If there is an inconsistency between any of the provisions of these Terms and the provisions of the Studio Terms and Conditions, the provisions of these Terms shall prevail to the extent of such inconsistency.
4.1 You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or its content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or its content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site.
4.2 You may not attempt to gain unauthorised access to any portion or feature of the Site, or any other systems or networks connected to the Site, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means. You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site.
4.3 You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of ours, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.
4.4 You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.
5.1 We may allow you to make contributions to the Site through the submission of photographs, images, text, videos, contributions to chat rooms, forums and/or blogs (in whatsoever form) or other communications submitted by you and other users (“User Content”) and the hosting, sharing, and/or publishing of such User Content. By submitting any User Content to the Site, you hereby grant us a perpetual, world-wide, non-exclusive, royalty-free right and license to use, reproduce, display, perform, adapt, modify, distribute, have distributed and promote such content in any form, in all media now known or hereinafter created, anywhere in the world, and for any purpose. You also hereby grant each user of the Site a non-exclusive license to access your User Contents through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Contents as permitted through the functionality of the Site and under these Terms. You thereby waive any so-called moral rights or other similar rights in your User Content. You acknowledge that we do not guarantee the confidentiality of User Content whether or not such User Content is published on the Site
5.2 You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you represent, and warrant that:
(i) you own or have the necessary licenses, rights, consents, and permissions to use and authorise us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content; and
(ii) You have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person, to enable inclusion and use of the User Content in the manner contemplated by the Site and these Terms. We acknowledge that you retain all rights of ownership in your User Content.
5.3 You will not submit or post any User Content and/or use the Site in any way that:
(i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, other intellectual property rights, privacy rights;
(ii) is (or encourages, promotes or condones activities that are) illegal, unlawful, offensive, defamatory, libellous, is threatening, pornographic, harassing, hateful, racially or ethnically offensive;
(iii) promotes, supports, contains or links to software programs, applications or websites which propagate, distribute or contain hacking software or similar applications, utilities or programs, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(iv) is designed to or does harass, threaten or abuse others;
(v) exploits minors in a sexual or violent manner;
(vi) posts advertisements or solicitations of business including, without limitation, pyramid schemes and so-called “junk mail,” “spam,” or “chain letters,”;
(vii) impersonates another person;
(viii) is generally offensive or in bad taste;
(ix) “deep links” to any portion of the Site;
(x) uses any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained thereon or for any other unauthorised purpose without our prior express written permission;
(xi) contains in any form software viruses or such programs as including but not limited to, Trojan horses, worms, time bombs, cancel-bots, computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(xii) removes any copyright, trademark or other proprietary rights notices contained in or on the Site;
(xiii) uses other users’ personal data for purposes other than establishing contact that is reasonably expected to be welcomed by such other user;
(xiv) creates a false or misleading identity of, (including, but not limited to), an employee of ours, or falsely states or otherwise misrepresents your affiliation with a person or entity, for the purpose of misleading others as to the identity of the sender or the origin of a message or to harvest or otherwise collect information about others;
(xv) could damage, disable, overburden or impair the Site;
(xvi) reformats or frames any portion of the web pages that are part of the Site;
(xvii) interferes with another user’s use and enjoyment of the Site;
(xviii) harvests or collects email addresses or other contact information of users, including usernames, from the Site by electronic or other means;
(xix) includes materials or content of any third party without such third party’s prior written consent, or materials or content that falsely expresses or implies that such materials or content are sponsored or endorsed by us and/or the Site; and/or
(xx) Is otherwise in our reasonable opinion a breach of these Terms and/or applicable laws, regulations or codes of practice.
5.4 If notified in accordance with Clause 6 below that User Content infringes the rights of any third party and/or is otherwise in breach of these Terms, we will remove such User Content. We reserve the right ourselves to remove any User Content we deem in our absolute discretion to be so infringing or in breach of these Terms, and/or terminate a User’s access for uploading such User Content, at any time and without prior notice.
5.5 We do not preview, edit or otherwise control User Content and cannot guarantee the accuracy, integrity or quality of User Content posted. By using the Site, you agree to assume this risk. You accept and agree that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.
5.6 You are solely responsible and liable for any activity, behaviour, use and conduct you engage in relating to the Site. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data,
information or material in connection with your use of and subscription to the Site.
5.7 You shall indemnify us and hold us harmless from all damages, costs and expenses (including reasonable legal fees) incurred by us as a result of any claim arising out of any breach by you of these Terms and/or in connection with any User Content submitted by you.
6.1 This Site and the underlying computer code used by us to design, operate and maintain the Site and all content and material contained within or available on the Site (including without limitation all text, software, photographs, graphics, page layout, and design presented through and as part of the Site) is owned by and/or vest in us and is protected by rights of copyright, trademarks, service marks, patents, database rights, domain name rights, trade secrets and/or other proprietary intellectual property rights and laws throughout the world. Unless expressly authorised by us, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from materials or content available on the Site.
6.2 We respect the intellectual property of others and will use its reasonable endeavours to obtain the consent of the copyright owners of all content that we provide, upload, incorporate or otherwise use in or on the Site for such content to be placed upon the Site and made available to users of the Site. If you believe that we have used your copyrighted work without such consent, please contact us so that we may remedy this at [insert email address of correct contact] and provide the following information:
(i) An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright protected content;
(ii) A description of the copyrighted protected content that you believe has been infringed upon;
(iii) A full description of where on the Site this content can be found (including the relevant URL);
(iv) Your address, telephone number, and e-mail address;
(v) A statement by you that in your reasonable belief the use of the content is not authorised by the copyright owner, its agent, or the law;
(vi) A statement by you that the information contained in this notice, and any other information we may reasonably require from you in order to enable us to resolve the issue of copyright infringement (whether actual or alleged) is accurate and that you are either the copyright owner or authorised to act on the copyright owner’s behalf.
We reserve the right, without prejudice to any other rights and remedies available to us under these Terms or generally at law, to suspend or terminate your subscription and/or use of the Site immediately upon being made aware of any breach or potential breach by you of these Terms. We further reserve the right at any time to suspend, modify or discontinue, temporarily or permanently, any portion of the Site with or without prior notice. You agree that we will not be liable to you or to any third party for any suspension, modification or discontinuance.
8.1 THE SITE, AND ALL MATERIALS, INFORMATION (INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, LINKS OR ANY INFORMATION OR MATERIALS OBTAINED OR ACCESSED THROUGH THE SITE), PRODUCTS AND SERVICES INCLUDED THEREIN ARE PROVIDED ‘AS IS,’ ‘WITH ALL FAULTS’, ‘AS AVAILABLE’, WITH NO WARRANTIES WHATSOEVER. WE EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM COMPUTER VIRUS, TITLE, AND NONINFRINGEMENT OF PROPRIETARY RIGHTS. SOME TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU AGREE THAT YOUR USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK
8.2 We shall not be responsible for any connection or access to the Site by you or the quality of the transmission of any information passing between you and the Site. You will be responsible for providing your own communications equipment to access the Site via the Internet, and the Internet access charges thereon
8.3 We do not warrant or represent that:
(i) the Site will meet your requirements;
(ii) access to the Site will be uninterrupted, timely, secure, or error-free;
(iii) the results that may be obtained from the use of the Site will be accurate or reliable;
(iv) the quality of any products, services, information, or other material purchased or obtained by you through the Site will meet your expectations; and/or
(v) any errors in any data or software will be corrected.
8.4 YOUR USE OF THE SITE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES WILL WE, OUR PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OWNERS, OFFICERS, MANAGERS, DOWNLOADERS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SITE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. SUCH LIMITATION OF LIABILITY SHALL APPLY (I) WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SITE, FROM INABILITY TO USE THE SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), AND (II) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY PART OF SITE YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. SOME TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING FIVE HUNDRED POUNDS £500.00).
8.5 Links and Third-Party Services. We are not responsible for any third-party links, services, resources or information provided on or made available through the Site. Accordingly, we make no warranties and accept no liability (to the fullest extent permissible by law) regarding such third-party links, services, resources or information, including without limitation, warranties of fitness for a particular purpose, merchantability or non-infringement and will not be liable for your use of or reliance on such third-party services, resources or information.
9.1 It is a crime to use a false name or a known invalid credit card to order. Anyone caught wilfully entering an erroneous or fictitious order will be prosecuted to the fullest extent of the law.
9.2 We may amend these Terms from time to time, and place the new version on the Site. When we do so, we will place a notice advising that the Terms have been changed on our homepage [insert homepage address]. Your use of the Site from the date that the amended terms are placed on the Site onwards will be governed by those new terms.
9.3 These Terms apply when you first access the Site, whether as a browser or a subscriber. These Terms shall supersede any and all other conditions, understandings, commitments, agreements or representations (except fraudulent misrepresentations) relating to your purchase, whether oral or in writing, and contain the entire agreement between us and you relating to your purchase. We advise that you print off and keep safe a copy of these terms and conditions once your order has been accepted by us. You are further advised to read (and are responsible for reading) all information on this website fully.
9.4 Without limiting the foregoing, under no circumstances shall we be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
9.5 If any provision(s) of these Terms are held to be invalid or unenforceable, it/they will be struck out and the other terms remain.
9.6 These Terms are subject to the laws of England and Wales, whose courts shall be the courts of exclusive jurisdiction.
“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 and agreed to and signed 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 Wilson Sound Studio
“Conditions” means these conditions;
“Fee” means the Booking 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 (in the aggregate for all potential claims by the Client) being the lesser of (i) £100; and (ii) the total amounts paid to the Company by the Client under this Agreement in the six months immediately preceding the initial notice of any claim;
“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;
“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 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;
“Session Footage” means all audio and or audio visual material documenting the progress and making of the Recording in the Studio during the Period of Booking;
“Studio” means the recording studio and the equipment specified in the Booking Form;
“Studio Building” means all parts of the building and premises in which the Studio is contained;
“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;
“Trade Marks” means all Company owned and or controlled trade marks, logos and associated rights.
1. AGREEMENT
These 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 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
Period of Booking. 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:
(a) ensuring the suitability of the Studio for the Client’s purpose;
(b) ensuring that the Client’s Equipment shall be compatible with the Studio;
(c) the technical quality of any recording engineered by personnel provided by the Client;
(d) 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. THE BOOKING FEE
3.1 For Clients with accounts with the Company, payment of the whole of the Booking Fee and
any other sums payable by the terms of this Agreement shall be due on the later of either
thirty (30) days of the Company’s invoice in respect of such monies, or on the first day of the
Period of Booking.
3.2 For all other Clients, and unless agreed otherwise with a Client and set out in the Booking
Form, the Booking Fee shall be payable in full upon receipt of the Company’s invoice for the
agreed Booking Fee.
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3.3 Where agreed with the Client the Company may make additional charges for specific items
(including but not limited to overtime (charged at the our usual hourly rates from time to time
in force unless agreed otherwise by us in writing), taxi fares, materials and/or food), which
amounts will be payable in full by the Client on receipt of an invoice in respect of such
charges.
3.4 Unless payment is made by cash or has otherwise been agreed in writing by the parties, all
payments under this Agreement must be made by credit or debit card or BACS transfer.
3.5 Credit card payments are subject to a two percent (2%) surcharge on the transaction
amount, except for payments made using or via American Express which are subject to a
two point six percent (2.6%) surcharge on the transaction amount. International bank
transfers will be subject to an additional charge of £6.00 per transaction.
3.6 Provisions relating to credit and/or debit card payments:
(a) all Clients other than those with accounts with the Company are required to provide the
Company with the following credit or debit card details prior to the Company confirming
a Booking: name of the cardholder, the card number and expiry date. The Company
shall use these details solely for the purposes of confirming the identity of the Client,
checking credit, effecting payment to the Company and servicing the Client’s account;
(b) the Company will retain all credit or debit card details provided by a Client in a secure
environment for the purposes set out in Clause 3.6(a). This information will be used
retained and stored by the Company in compliance with all its statutory obligations
including, but not limited to, the Data Protection Act 1998 (as revised and amended).
Once the Company is in receipt of cleared payment of all the Fees from a Client, the
Company will permanently delete those of that Client’s credit card details that were
retained further to this Clause 3.6;
(c) Clients who do not provide credit card details will not be entitled to remove any
Materials (as defined below) or Recordings from the Studio until all fees and charges
payable further to this Agreement have been paid in full and received by the Company
as cleared funds;
(d) the Client is deemed to have authorised the settling of all outstanding charges and/or
the Booking Fee which can be processed by the Company using the credit or debit card
details held on file.
3.7 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 Barclays Bank base rate.
3.8 Subject to the Company exercising its discretion in accordance with Clause 3.9 hereof, the
Fee shall not be reduced on account of:
(a) the Client’s failure to use the Studio for any or all of the Period of Booking;
(b) the Client’s cancellation of the Booking or any part thereof.
3.9 In the event of the Client’s failure to use the Studio for any or all of the Period of Booking or
the Client’s cancellation of the Booking, the Company may, at its sole discretion and without
any obligation whatsoever, endeavour to make the Studio and Operators available for an
alternative booking. The Company shall deduct any monies received from such alternative
bookings (which, at the sole discretion of the Company, may be less than the Booking Fee)
against the Fee payable by the Client. The balance of the Fee shall be payable in
accordance with this Agreement.
4. THE CLIENT’S OWN MEDIA, PERSONNEL AND EQUIPMENT
4.1 The Client will be responsible for the integrity of the Client’s own media, including (without
limitation) hard drives and/or the Client’s Own Part Recorded Media (the “Media Materials”)
and the Company shall not be liable for any deficiency in or caused by such Media Materials.
The Client shall be responsible for backing up or creating safety duplicates of any Media
Materials.
4.2 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:
(a) for the actions of the Client’s Personnel upon the Company’s premises;
(b) for any and all injury, loss or damage to any person’s equipment or premises (including,
without limitation, the Studio’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 Media Materials generally;
(c) for the cost of the hire of any Client’s Equipment;
(d) for any costs and expenses incurred by the Company on behalf of the Client at the
Client’s request;
(e) for any and all loss or damage to the Client’s Equipment which shall be at the sole risk
of the Client.
4.3 The Client hereby warrants, undertakes and agrees that it shall maintain adequate insurance
cover with reputable insurers for the duration of the Period of Booking in respect of its
obligations under Clause 4.2 of these Conditions.
4.4 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.
5. 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:
5.1 the Client shall be responsible for noise levels within the Studio;
5.2 high noise levels shall not be sustained for long periods;
5.3 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;
5.4 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.
6. RECORDINGS AND MATERIALS
6.1 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”)
6.2 After the Collection Date:
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(a) not with standing any other provision contained within the Conditions the Materials shall
be held by the Company solely at the risk of the Client;
(b) 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;
(c) 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.
6.3 Not with standing any other provision contained within the Conditions until such time as the
Company shall be in receipt of cleared payment of the entire Fee the Company shall retain
legal title to the Materials which shall remain the property of the Company and the Company
shall be entitled to retain possession of all of the Materials.
6.4 Not with standing 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.
6.5 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.
7. 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:
7.1 the Client’s cancellation of the Booking including without limitation any reasonable costs or
expenses incurred by the Company in connection with the Booking;
7.2 the Client’s making, use or exploitation of the Recordings;
7.3 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;
7.4 any loss or damage caused to the Company by the Client’s Own Part Recorded Media or the
Media Materials generally.
8. CONTENT OF RECORDING
8.1 The Client warrants that nothing whatsoever 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.
8.2 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.
9. STUDIO BREAKDOWN WARRANTY
9.1 Subject to Clause 9.2 of these Conditions, 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.
9.2 In the event of a minor Studio Breakdown (being a Studio Breakdown lasting no longer than
2 hours) the Company may at its option and without any obligation whatsoever extend the
affected day by a corresponding time at no additional charge to the Client.
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10. MASTER RECORDING WARRANTY
10.1 The Client shall promptly notify the Company in writing of any defect in or loss of or damage
to the Master Recording of which it is made aware whether as a result of any test carried out
by the Client pursuant to clause 3 or otherwise.
10.2 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.
10.3 In the event that the Company is unable reasonably to effect such rectification or
replacement its liability in respect of any Master Recording shall be limited to the Maximum
Liability.
11. 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.
12. TRADE MARKS
The Trade Marks are the property ofWilson Sound Studio and the Client shall not use the Trade Marks
unless expressly authorized in writing by Company to do so.
13. FILMING AND PHOTOGRAPHY RESTRICTIONS
13.1 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.
13.2 The Client shall be permitted to photograph and/or record Session Footage within the Studio
solely for non-commercial, personal purposes PROVIDED THAT:
(a) 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
(b) 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
(c) the Client shall provide the Company with a copy of the Session Footage.
(d) In the event that Client or Client’s Representative either:
(e) wish to use the Session Footage for purposes not expressly permitted hereunder;
and/or
(f) wish to photograph and or film the whole or part of the Studio Building; and
(g) the Client puts any request to photograph, film and/or record Session Footage in writing
to Company.
14. COMPANY’S OVERALL LIABILITY
14.1 The Client acknowledges that its use of the Studio is entirely at its your sole risk. Under no
circumstances will the Company, its parents, subsidiaries, and affiliates, and their respective
owners, officers, managers, agents, and employees, be liable to a Client for any direct,
indirect, incidental, consequential, special, exemplary, or punitive damages or losses
(including without limitation loss of profits, goodwill, use, data, or other intangible losses),
whether based in contract, tort, strict liability, or otherwise, arising out of or in connection with
use of the Studio, whether or not the Company has been advised of the possibility of such
damages or loss. Such limitation of liability shall apply:
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(a) whether the damages arise from use or misuse of the Studio (including such damages
incurred by third parties); and
(b) not with standing any failure of essential purpose of any limited remedy and to the fullest
extent permitted by law.
14.2 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.
14.3 Not with standing any other provision contained within this Agreement the Company shall not
be liable to the Client or the Client’s Personnel for any:
(a) indirect or consequential loss or damage;
(b) 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.
14.4 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.
14.5 The Client accepts as reasonable that the Company’s total liability in respect of the Booking
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 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.
14.6 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.
15. FORCE MAJEURE
Not with standing 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.
16. MISCELLANEOUS
16.1 If there is an inconsistency between any of the provisions of these Conditions and the
provisions of the terms and conditions of the Studio, the provisions of these Conditions shall
prevail to the extent of such inconsistency.
16.2 If any provision(s) of this Agreement is/are held to be invalid or unenforceable, it/they will be
struck out and the other terms shall remain.
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16.3 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.
16.4 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.
16.5 No variation or amendment to this Agreement shall be effective unless made in writing and
signed by the parties hereto.
16.6 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.
16.7 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.
16.8 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.
16.9 This Agreement shall be construed in accordance with the laws of England and Wales and
subject to the exclusive jurisdiction of the English Courts.