Real World Studios Ltd

Studio Hire and Post Production Hire Terms and Conditions

DEFINITIONS

 

“Agreement”

the agreement comprised in the Booking Form and these

 

Conditions.

“Booking”

the hire of the Studio for the Period of Booking and subject to the

 

other terms and conditions specified in the Booking Form.

“Booking Fee”

the fee payable by the Client to the Company for the Booking as

 

specified in the Booking Form or if not specified then calculated in

 

accordance with the Company’s published or usual scale of charges

 

from time to time.

“Booking Form”

any written quotation given by the Company and accepted by the

 

Client (to be deemed accepted when work begins if no prior

 

acceptance is received by the Company) or the description of

 

supply (but not any “terms and conditions”) contained in any

 

written or verbal order of the Client accepted by the Company (to

 

be deemed accepted when work begins if no prior acceptance is

 

received by the Client).

“Client”

the person or entity referred to as such in the Booking Form.

“Client’s Equipment”

equipment brought onto the Premises by the Client, or the Client’s

 

Personnel or any servant, employee, agent or contractor for or on

 

behalf of the Client.

“Client’s Own Part

the Client’s own recording media incorporating pre-recorded

Recorded Media”

material including without limitation multi-track recording tape and

 

computer software.

“Client’s Personnel”

persons invited by the Client to enter the Studio or the Premises

 

during the Booking.

“Client’s Recording”

a recording made before the period of Booking which is delivered

 

to the Company by the Client in connection with the Agreement.

“Company”

Real World Studios Limited (company number 01965882).

“Conditions”

these terms and conditions.

“Fees”

the Booking Fee, the Post Production Work Fee and all other sums

 

payable by the Client to the Company under or in connection with

 

the Agreement (including without limitation any costs incurred in

 

respect of the Premises such as but not limited to accommodation

 

and subsistence for the Period of the Booking).

“Mastering”?

the processing by the Company of Recordings in accordance with

 

the description in the Booking Form or verbal instructions accepted

 

by the Company.

“Master Recording”

the original recording produced for the Client in the course of the

 

Booking on the media and in the format described in the Booking

 

Form.

“Maximum Liability”?

the maximum liability of the Company to the Client arising under

 

or in connection with the Agreement (in the aggregate for all

 

potential claims by the Client) being the lesser of (i) £1,000 and

 

(ii) the total amounts paid to the Company by the Client under the

 

Agreement in the six months immediately preceding the initial

 

notice of any claim.

“Operators”

the staff of the Company named as such in the Booking Form.

“Period of Booking”

the period described as such in the Booking Form.

“Post Production Work”

the processing by the Company of Recordings in accordance with

 

the description in the Booking Form.

“Post Production

the fee payable by the Client to the Company for the Post

Work Fee”

Production Work as specified in the Booking Form or if not

 

specified then calculated in accordance with the Company’s

 

published or usual scale of charges from time to time.

“Pre-Production Master”

a Recording in a form intended for mass production without

 

further material change.

“Premises”?

all parts of the building and premises in which the Studio is

 

contained and surrounding land owned or leased by the Company

 

(including without limitation the studio itself).

“Recording”

means any single or multi-track audio and/or visual recording or

 

data programming or derivative thereof or any one or more pieces

 

of recorded sound or visual image recorded or used during the

 

Booking or which is the subject of Post Production Work.

“Representatives”

the persons named in the Booking Form being authorised by the

 

Client to instruct the Company on behalf of the Client.

“Session Footage”?

all audio and or audio visual material documenting the progress

 

and/or making of the Recording in the Studio during the Booking

 

Period.

“Studio”

the recording studios and residential buildings and the equipment

 

specified in the Booking Form.

“Studio Breakdown”

a failure or breakdown or unavailability for any reason of the

 

Studio which prevents the Client’s use thereof in accordance with

 

the terms of the Agreement.

“Trade Marks”?

all Company owned and/or controlled trademarks, logos and

 

associated rights (whether registered or not).

1.AGREEMENT

The Agreement alone applies to all facilities hired and work done by the Company for the Client and prevails over any terms and conditions put forward by the Client.

2.STUDIO FACILITIES

2.1The Company shall make the Studio and the Operators available to the Client for the Period of Booking and shall produce the Master Recording at the direction and subject to the monitoring and approval of the Client or the Representatives. The Client shall only permit people directly involved in the Recording, as stated on the Booking Form, to enter the Premises and only during the Booking Period. The Company reserves the right to require any person to leave the Premises.

2.2The Client is responsible for:

2.2.1ensuring the suitability of the Studio for the Client’s purpose;

2.2.2ensuring that the Client’s Equipment is compatible with the Studio;

2.2.3the technical quality of any recording engineered by personnel provided by the Client;

2.2.4any problem or damage caused by any use of Clients Own Part Recorded Media and plugin software (including any virus damage); and

2.2.5any acts or omissions of the Representatives or the Client’s Personnel as if those acts and omissions were its own,

and the Company gives no warranty, undertaking or representation as to any of the foregoing.

2.3If (a) the Client fails to use the Studio for any or all of the Period of Booking, (b) the Client cancels the Booking or (c) the Company terminates the Booking or any or all of its obligations under the Agreement pursuant to paragraph 8.3 below, the Company may at its sole discretion and without any obligation whatsoever, make the Studio and Operators available for an alternative booking (in each case without having to refund the Fees or any part thereof to the Client).

3.POST PRODUCTION WORK

3.1The Company shall carry out the Post Production Work with due care and diligence using suitable equipment and competent engineers.

3.2The 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.

3.3The 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.

3.4The Client shall ensure that the Pre-Production Master meets with its full satisfaction before proceeding to mass production of the recording thereon. The Client shall be deemed to have accepted and approved the Pre-Production Master if it does not notify the Company in writing of any concerns with it before the expiry of 14 days following the end of the Period of Booking.

4.FEES

4.1The Client shall pay the Fees in cleared funds to such bank account as the Company may nominate in writing. All Fees shall be paid in full without any set-off, counterclaim, deduction or withholding.

4.2The Company may raise invoices in respect of the Fees at any time.

4.3Unless the Company agrees otherwise in advance and in writing, all invoices raised by the Company prior to the commencement of the Period of Booking shall be payable by the Client as follows:

4.3.150% of all Fees set out in such invoices shall be payable immediately; and

4.3.2the remaining balance of such Fees shall be payable no later than 24 hours prior to the commencement of the Period of Booking.

4.4All invoices raised by the Company on or after the commencement of the Period of Booking shall be payable by the Client immediately.

4.5The Client shall be liable to pay interest on any sums overdue and payable to the Company from time to time at the rate of four per cent (4%) per annum above the Company’s bank’s base rate.

4.6The Fees shall not be reduced as a result of:

4.6.1the Client’s failure to use the Studio for any or all of the Period of the Booking;

4.6.2the Client’s cancellation of the Booking or any part thereof; or

4.6.3the Company’s termination of any or all of its obligations under the Agreement pursuant to paragraph 8.3 below.

4.7Notwithstanding any other provision of the Agreement, if the Client fails to pay any Fees (or part thereof) when due the Company may terminate the Booking immediately without notice and without any obligation to refund any Fees already paid by the Client.

4.8No part of the Master Recording will be released to the Client, and the Company may suspend all or part of the services to be provided by it under the Agreement, until all outstanding Fees have been received by the Company.

5.CLIENT’S OWN MEDIA, PERSONNEL AND EQUIPMENT

5.1The Company will supply all blank media for recording if required.

5.2The Client will be responsible for the integrity of the Client’s own media, including without limitation the Client’s Own Part Recorded Media, and the Company shall not be liable or responsible for any deficiency in or caused by such media.

5.3The Client shall procure that each of the Client’s Personnel shall abide by the Company’s and the Studio’s rules, regulations and health and safety and other policies and the Client shall be responsible for:

5.3.1the actions of the Client’s Personnel on the Premises;

5.3.2any 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;

5.3.3the cost of the hire of any Client’s Equipment;

5.3.4any costs and expenses incurred by the Company on behalf of the Client at the Client’s request; and

5.3.5any and all loss or damage to the Client’s Equipment (which shall be at the sole risk of the Client).

5.4The Company reserves the right to refuse installation of the Client’s plugin software to any of the Company’s hardware.

5.5The Client shall vacate the Studio and the Premises and remove all Client’s Equipment forthwith at the end of the Period of Booking or, if the Company so elects in writing, on the Company’s termination of the Booking or some or all of its obligations under the Agreement pursuant to paragraph 8.3 below. The Company shall be entitled by two weeks’ notice to the Client to require the Client to collect the Client’s Equipment and in default of collection on or before the expiration of such period of notice, the Company shall be entitled to destroy or otherwise dispose of the Client’s Equipment without further notice or warning.

6.SOUND LEVELS

The Client acknowledges that The Control of Noise at Work Regulations 2005 have established that prolonged exposure to high noise levels above 85 dB(A) may cause damage to hearing and that both studios and studio users are required by law to keep exposures as low as reasonably practicable and that accordingly:

6.1.1the Client shall be responsible for noise levels within the Studio;

6.1.2high noise levels shall not be sustained for long periods; and

6.1.3the Company reserves the right to take such action as it may deem appropriate to maintain tolerable noise levels and that no claim shall lie against the Company in respect of inconvenience or time lost in the event of such action.

7.RECORDINGS AND MATERIALS

7.1The Client shall procure the collection of the Recordings and all ancillary materials (if any) (“the Materials“) immediately upon payment in full of the Company’s invoice(s) applicable thereto (“the Collection Date“).

7.2After the Collection Date:

7.2.1notwithstanding any other provision of the Agreement, the Materials shall be held by the Company solely at the risk of the Client;

7.2.2the Client shall be liable to the Company for such reasonable charges as the Company may raise against the Client for the continued storage of the Materials; and

7.2.3the Company shall be entitled to serve notice on the Client requiring the Client to collect the Materials within two weeks of the date of such notice failing which the Company shall be entitled to destroy or otherwise dispose of the Materials without further notice of warning.

7.3Notwithstanding any other provision of the Agreement, until such time as the Company is in receipt of cleared payment of all Fees, (a) the Company shall retain legal title to the Materials (which shall remain the property of the Company), (b) the Company shall retain possession of all of the Materials and (c) the Client is not entitled to sell, manufacture, license or distribute the Master Recordings.

7.4Notwithstanding any other provision of the Agreement the Client acknowledges and agrees that all risk in the Materials when in transit or otherwise off the Premises shall vest in the Client.

7.5The Company retains a general lien on any property of the Master Recordings and/or Materials in its possession for any unpaid sums the Client may owe to the Company.

8.COMPLIANCE WITH LAWS AND CLIENT’S OBLIGATIONS

8.1In performing its obligations under the Agreement, the Client shall and shall procure that the Client’s Personnel (a) comply with all applicable laws, statutes and regulations from time to time in force and (b) obtain and maintain all necessary licences and consents to enable the Company to provide its services under the Agreement.

8.2The Client shall:

8.2.1co-operate with the Company in all matters relating to the services to be provided by the Company under the Agreement; and

8.2.2provide to the Company in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) reasonably required by the Company in connection with the services to be provided by the Company under the Agreement.

8.3To the extent the Company so elects in writing, the Company’s obligations under the Agreement shall terminate with immediate effect if the Client commits a breach of paragraph 8.1 or any other provision of the Agreement.

9.INDEMNITY

9.1The Client shall indemnify the Company and keep the Company indemnified in full against any injury, loss, damage, costs and/or expenses suffered by the Company arising from or attributable to:

9.1.1the Client’s cancellation of the Booking including without limitation any costs or expenses incurred by the Company in connection with the Booking;

9.1.2the Client’s making, use or exploitation of the Recordings;

9.1.3the Client’s breach of the Agreement; or

9.1.4the Client’s media including without limitation the Clients Own Part Recorded Material;

9.1.5the Client’s own plugin software.

10.CONTENT OF RECORDING AND RESTRICTIONS

10.1The Client undertakes that nothing whatsoever shall be included in the Recording (or any software introduced by the Client) which constitutes a breach or infringement of any intellectual property rights or which shall be in any way illegal, scandalous, obscene or libelous and the Client will indemnify the Company and keep the Company indemnified in full against any injury, loss, damage, costs and/or expenses in respect thereof and shall pay all costs, fees and expenses which may be incurred by the Company in reference to any such claim.

10.2The Client may acknowledge that the Recording, Mastering or Post-Production Work took place at Real World Studios. Notwithstanding the foregoing, the fact that the Recording is recorded, mastered or subject to Post-Production Work in the Studio does not imply an “endorsement”? as between the Company and the Recording or the Client. If the Company becomes aware that the Client is implying such an endorsement the Company shall notify the Client and the Client shall immediately cease the relevant activity.

10.3The Company shall not be required to reproduce any matter which in its opinion is or may be of an illegal, scandalous, obscene or libelous nature.

10.4The Client undertakes that, unless otherwise agreed by the Company in writing, the Recording will not be used to create software or hardware audio products including, but not limited to, plug-ins or sample instruments. Further the Client undertakes that it will not use the Company’s name, logo or Trade Mark to promote, endorse or otherwise advertise non-Company audio products without the express prior written permission of the Company.

10.5The Client undertakes to the Company that in all Materials recorded, mastered or post- produced at the Premises:

10.5.1it shall credit Real World Studios as the location of such work; and

10.5.2if the Client credits any of its employees, agents or contractors, it shall also credit the Operators.

10.6The Company reserves the right to restrict usage of any parts of the Studio depending on the nature of the recording in the other Studios. This includes but not limited to restricting usage of the “Back Booth”.

11.STUDIO BREAKDOWN WARRANTY

In the event of Studio Breakdown the Company shall at its option either replace (as soon as can reasonably be arranged) the Studio facilities to which the Client was entitled by the terms hereof and which have been lost as a result of such Studio Breakdown or credit or refund to the Client the Booking Fee in respect of the Booking and shall have no liability or obligation to the Client beyond these remedies.

12.MASTER RECORDING AND POST PRODUCTION WORK WARRANTY

12.1The Client shall promptly notify the Company in writing of any defect in or loss of or damage to the Master Recording or the Post Production Work of which it is made aware whether as a result of any test carried out by the Client pursuant to paragraph 3 or these Conditions or otherwise. The Client shall be deemed to have accepted and approved the Master Recording and the Post Production Work if it does not notify the Company in writing of any concerns with either or both of them before the expiry of 14 days following the end of the Period of Booking.

12.2The Company shall use its reasonable endeavours to correct any such defect and to effect replacement of such lost or damaged materials so notified to it or of which it is aware only to the extent they are directly attributable to faulty materials or workmanship or the negligence of the Company.

12.3If 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.

13.CLIENT’S RECORDINGS

It is a condition of the Agreement that all Client’s Recordings shall have been copied by the Client before delivery to the Company, and that the Company’s liability for loss of or damage to a Client’s Recording shall be limited to the lower of the value of the media on which it is recorded and the Maximum Liability.

14.INTELLECTUAL PROPERTY AND NON-SOLICITATION

14.1The Trade Marks are the property of the Company and the Client shall not use the Trade Marks unless expressly authorized in writing by the Company to do so.

14.2The Client:

14.2.1warrants that the receipt and use of the Client’s Recording and the Client’s own media (including without limitation the Client’s Own Part Recorded Media), in the performance of the Agreement by the Company, its agents, subcontractors or consultants shall not infringe the rights, including without limitation any intellectual property rights, of any third party; and

14.2.2shall indemnify the Company and keep the Company indemnified in full against any injury, loss, damage, costs and/or expenses awarded against or incurred or paid by the Company as a result of or in connection with any claim brought against the Company, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s rights, including without limitation intellectual property rights arising out of, or in connection with, the receipt or use in the performance of the Agreement of the Client’s Recording and the Client’s own media (including without limitation the Client’s Own Part Recorded Media).

14.3The Client shall not, at any time during the Period of Booking and for 3 months after the Period of Booking, solicit or entice away from the Company or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of any services contemplated by the Agreement (including without limitation the Operators).

15.FILMING AND PHOTOGRAPHY RESTRICTIONS

15.1The Client shall not and shall procure that the Client’s Personnel shall not photograph or film any part of the Premises save as expressly provided in the remainder of this paragraph 15.

15.2The Client shall be permitted to photograph and/or record Session Footage within the Studio solely for non-commercial personal purposes provided that:

15.2.1unless otherwise agreed in writing by the Company, the copyright and all related rights in and to the Session Footage (excluding the copyright and all related rights in and to any underlying music composition) shall vest in Company and to the extent any such rights vest in the Client, the Client hereby assigns all rights in the Session Footage to the Company, whether vested, contingent or future;

15.2.2the Client hereby waives, and shall procure the waiver from the Representatives and the Client’s Personnel of any and all moral and/or so- called “Performer’s”? rights in the Session Footage; and

15.2.3the Client shall provide the Company with a copy of the Session Footage.

15.3If the Client, the Representatives or the Client’s Personnel either:

15.3.1wish to use the Session Footage for purposes not expressly permitted hereunder; and/or

15.3.2wish to photograph and/or film the whole or part of the Premises,

then the Client shall put such request in writing to Company and the Company’s decision on such matter shall be final.

16.CONFIDENTIALITY

16.1The Client undertakes that it shall not at any time disclose to any person any confidential information relating to the Company, except as permitted by paragraph

16.2 below:

16.2The Client may disclose the Company’s confidential information:

16.2.1to the Representatives who need to know this information for the purposes of carrying out the Client’s obligations under the Agreement, provided that the Client takes all reasonable steps to ensure that the Representatives comply with the confidentiality obligations contained in this paragraph 16 as though they were a party to the Agreement. The Client shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this paragraph 16; and

16.2.2as may be required by applicable law, a court of competent jurisdiction or any governmental or regulatory authority with competent jurisdiction.

16.3The Company reserves all rights in its confidential information. No rights or obligations in respect of the Company’s confidential information other than those expressly stated in the Agreement are granted to the Client or to be implied from the Agreement.

17.COMPANY’S OVERALL LIABILITY

17.1The Company’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the Maximum Liability.

17.2The Company shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for any or all of the following: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information and any indirect or consequential loss.

17.3The Company’s liability under the Agreement shall be to the exclusion of all other liability to the Client whether contractual, tortious or otherwise. All other conditions, warranties, stipulations or other statements whatsoever concerning the Agreement, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded.

17.4The Client accepts as reasonable that the Company’s total liability to the Client shall be as set out in the Agreement. In fixing that limit 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.

17.5WHERE THE BOOKING IS MADE BY A CONSUMER AS DEFINED IN THE SALE OF GOODS ACT 1979, THE SUPPLY OF GOODS AND SERVICES ACT 1982, THE ENTERPRISE ACT 2002 OR THE CONSUMER RIGHTS ACT 2015 THE STATUTORY RIGHTS OF THE CLIENT ARE NOT AFFECTED BY THESE CONDITIONS.

17.6Nothing in the Agreement excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury cause by negligence or any other liability which cannot be limited or excluded by applicable law.

18.ASSIGNMENT

The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written consent of the Company.

19.FORCE MAJEURE

19.1Notwithstanding any other term of the Agreement the Company shall not be under any liability for any failure to perform any of its obligations under the Agreement due to “Force Majeure”?. Following notification by the Company to the Client of such cause, the Company shall be allowed a reasonable extension of time for the performance of its obligations. For the purpose of the Agreement, ‘Force Majeure’ means any matters beyond the reasonable control of the Company, including without limitation:

19.1.1 Act of God, explosion, flood, tempest, fire or accident;

19.1.2war or threat of war, sabotage, insurrection, civil disturbance or requisition;

19.1.3acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

19.1.4import or export regulations or embargoes;

19.1.5strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);

19.1.6difficulties in obtaining raw materials, labour, fuel, parts or machinery; and

19.1.7power failure or breakdown in machinery.

20.MISCELLANEOUS

20.1The Client shall procure that neither the Client nor any of the Client’s Personnel shall be held out as an agent of or pledge the credit of the Company.

20.2The Agreement constitutes the entire agreement between the Company and the Client and neither party shall be bound by any other statement or representation made to the other.

20.3No variation or amendment to the Agreement shall be effective unless made in writing and signed by the Company and the Client.

20.4If any part of the Agreement shall be held to be void, voidable or otherwise unenforceable by a court of competent jurisdiction then the balance thereof shall remain in full force and effect.

20.5For the purpose of the Contracts (Rights of Third Parties) Act 1999, the Agreement does not and is not intended to give any rights, or any right to enforce any of its provisions, to any person who is not a party to it.

20.6All notices required to be given hereunder shall be in writing and deemed properly served if delivered by hand or sent by fax (provided that proof of transmission can be produced) to the address or fax number respectively of the applicable party specified on the Booking Form on the date of delivery or transmission or if sent by recorded delivery post to such address within two (2) working days of posting.

20.7The Agreement shall be construed in accordance with the laws of England and Wales and is subject to the exclusive jurisdiction of the English Courts.