Real World Studios Ltd
Studio Hire and Post Production Hire Terms and Conditions
the agreement comprised in the Booking Form and these Conditions.
the hire of the Studio for the Period of Booking and subject to the other terms and conditions specified in the Booking Form.
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.
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).
the person or entity referred to as such in the Booking Form.
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 Recorded Media”||
the Client’s own recording media incorporating pre-recorded material including without limitation multi-track recording tape and computer software.
persons invited by the Client to enter the Studio or the Premises during the Booking.
a recording made before the period of Booking which is delivered to the Company by the Client in connection with the Agreement.
Real World Studios Limited (company number 01965882).
these terms and conditions.
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). At the company’s discretion, a surcharge will be applied to the cost of goods bought or supplied by the Company or its employees to cover costs. The Company reserves the right to amend the surcharge from its current minimum of 10%.
the processing by the Company of Recordings in accordance with the description in the Booking Form or verbal instructions accepted by the Company.
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.
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.
the staff of the Company named as such in the Booking Form.
shall have the meaning set out in paragraph 5 of this Agreement.
|“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 Work Fee”||
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 from time to time.
a Recording in a form intended for mass production without further material change.
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), but expressly excluding the lake.
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.
the persons named in the Booking Form being authorised by the Client to instruct the Company on behalf of the Client.
all audio and or audio visual material documenting the progress and/or making of the Recording in the Studio during the Booking Period.
the recording studios and residential buildings and the equipment specified in the Booking Form.
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.
all Company owned and/or controlled trademarks, logos and associated rights (whether registered or not).
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
2.1. 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 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.
2.2. The Client is responsible for:
2.2.1. ensuring the suitability of the Studio for the Client’s purpose;
2.2.2. ensuring that the Client’s Equipment is compatible with the Studio;
2.2.3. the technical quality of any recording engineered by personnel provided by the Client;
2.2.4. any problem or damage caused by any use of Clients Own Part Recorded Media and plug-in software (including any virus damage); and
2.2.5. any 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.
2.3. If (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
3.1. The Company shall carry out the Post Production Work with 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. The 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.
4.1. The 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.
4.2. The Company may raise invoices in respect of the Fees at any time.
4.3. Unless 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:
4.3.1. 50% of all Fees set out in such invoices shall be payable immediately; and
4.3.2. the remaining balance of such Fees shall be payable no later than 24 hours prior to the commencement of the Period of Booking.
4.4. All invoices raised by the Company on or after the commencement of the Period of Booking shall be payable by the Client immediately.
4.5. 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 the Company’s bank’s base rate.
4.6. The Fees shall not be reduced as a result of the following but reserves the right to apply the cancellation policy in paragraph 22:
4.6.1. the Client’s failure to use the Studio for any or all of the Period of the Booking;
4.6.2. the Client’s cancellation of the Booking or any part thereof (excepted noted in the cancellation policy); or
4.6.3. the Company’s termination of any or all of its obligations under the Agreement pursuant to paragraph 8.3 below.
4.7. Notwithstanding 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.
4.8. No 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.
4.9 In the recovery of any outstanding fees the Company may add to the amount due from the Client any costs incurred such as, but not limited to, debt collectors, solicitors.
5. OVERTIME FEES
5.1. If the Period of Booking is exceeded for any reason, the Client shall be charged an overtime fee equal to a minimum 10% of the Fees (“Overtime Fee”).
5.2. The Company reserves the right to amend the Overtime Fee prior to the commencement of the Booking. The Company shall inform Client of the applicable Overtime Fee prior to the commencement of the Period of Booking.
5.3. The Overtime Fee shall accrue on an hourly basis for every hour exceeding the Period of Booking.
5.4. The terms of paragraph 4 (Fees) shall apply to the payment of the Overtime Fee. Any reference to Fees in this Agreement shall be construed as including the Overtime Fee (as applicable).
6. CLIENT’S OWN MEDIA, PERSONNEL AND EQUIPMENT
6.1. The Company will supply blank media for recording if required.
6.2. The 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.
6.3. The 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:
6.3.1. the actions of the Client’s Personnel on the Premises;
6.3.2. 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;
6.3.3. the cost of the hire of any Client’s Equipment;
6.3.4. any costs and expenses incurred by the Company on behalf of the Client at the Client’s request; and
6.3.5. any and all loss or damage to the Client’s Equipment (which shall be at the sole risk of the Client).
6.4. The Company reserves the right to refuse installation of the Clients plug-in software to any of the Company’s computer hardware.
6.5. The 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.
7. 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:
1. the Client shall be responsible for noise levels within the Studio;
2. high noise levels shall not be sustained for long periods; and
3. the 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.
8. RECORDINGS AND MATERIALS
8.1. The 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”).
8.2. After the Collection Date:
8.2.1. notwithstanding any other provision of the Agreement, the Materials shall be held by the Company solely at the risk of the Client;
8.2.2. 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; and
8.2.3. the 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.
8.3. Notwithstanding 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.
8.4. Notwithstanding 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.
8.5. The 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.
9. COMPLIANCE WITH LAWS and client’s obligations
9.1. In 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.
9.2. The Client shall:
9.2.1. co-operate with the Company in all matters relating to the services to be provided by the Company under the Agreement; and
9.2.2. provide 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.
9.3. The Client’s access to the Studio shall be limited to such areas of the Premises that are necessary for the Booking or as directed or permitted by the Company.
9.4. The Company, in its sole discretion, reserves the right to refuse entry by the Client or any Client Personnel to any area of its Premises at any time.
9.5. Entry into or use of the lake on the Premises by the Client any Client Personnel is strictly prohibited at all times.
9.6. Subject to paragraph 9.7, smoking anywhere on the Premises is strictly forbidden. This applies to anything that can be smoked and includes but is not limited to, cigarettes, pipes, cigars and herbal cigarettes. This is in the interest of hygiene, safety and the health of other users of the Studio, the Company’s employees and in compliance with legal requirements.
9.7. Any Client or Client Personnel wishing to smoke must do so strictly within a designated outside area on the Premises.
DRUGS & ALCOHOL
9.8. The Company is committed to providing a safe, healthy, and productive working environment for all employees, contractors, Clients, Client Personnel and visitors involved in its operation.
9.9. The use of drugs on the Premises by the Client or Client Personnel is strictly forbidden.
9.10. Any Client or Client Personnel found using, supplying, under the influence, or in the possession of, an illegal substance whilst on the Premises will be required to leave the Premises immediately and may face prosecution under the law.
9.11. It is the sole responsibility of the Client and the Client Personnel to ensure that any alcohol is consumed in a responsible and appropriate manner and does not cause a breach of any other term of this Agreement.
9.12. The Company reserves the right to refuse entry to the Premises to any Client or Client Personnel or require that any Client or Client Personnel leave the Premises if the Company considers that, in its sole discretion, the Client or any Client Personnel is behaving in an inappropriate manner. For the avoidance of doubt, this shall include where the Company considers that the Client or any Client Personnel has consumed alcohol pursuant to clause 9.11 in an inappropriate or irresponsible manner. In such circumstances, the Company reserves the right to terminate the Booking, regardless of whether such Booking has commenced or not, and any Fees paid or owing to the Company by the Client shall be non-refundable.
9.13. The Client shall be responsible for the actions of the Client Personnel and shall ensure that the Client Personnel are made aware of the obligations in this paragraph 9 and shall ensure that the Client Personnel comply with these obligations at all times.
9.14. To 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 any provision of this paragraph 9 or any other provision of the Agreement.
9.15. To the extent permissible by law, the Client shall keep the Company fully indemnified against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Company arising out of, or in connection with, any breach of this paragraph 9 or any other provision of this Agreement by the Client or any Client Personnel.
9.16. In the event that a Booking is terminated as a result of a breach of this paragraph 9, the Company shall not be required to refund any Fee to the Client and reserves the right to charge the full Fee to the Client in the event that a Booking is cancelled by the Company, regardless of whether such Booking has commenced or not.
10.1. The 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:
10.1.1. the Client’s cancellation of the Booking including without limitation any costs or expenses incurred by the Company in connection with the Booking;
10.1.2. the Client’s making, use or exploitation of the Recordings;
10.1.3. the Client’s breach of the Agreement;
10.1.4. the Client’s media including without limitation the Clients Own Part Recorded Material; or
10.1.5. the Client’s own plug-in software.
10.1.6. the Client’s breach of the Company’s health and safety policy either written or verbal.
11. CONTENT OF RECORDING AND RESTRICTIONS
11.1. The 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.
11.2. The 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.
11.3. The Company shall not be required to reproduce any matter which in its opinion is or may be of an illegal, scandalous, obscene or libelous nature.
11.4. The 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.
11.5. The Client undertakes to the Company that in all Materials recorded, mastered or post-produced at the Premises:
11.5.1. it shall credit Real World Studios as the location of such work; and
11.5.2. if the Client credits any of its employees, agents or contractors, it shall also credit the Operators.
11.6. The 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”.
12. 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.
13. MASTER RECORDING AND POST PRODUCTION WORK WARRANTY
13.1. 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 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.
13.2. 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 only to the extent they are directly attributable to faulty materials or workmanship or the negligence of the Company.
13.3. If 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.
14. 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.
15. INTELLECTUAL PROPERTY and non-solicitation
15.1. The 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.
15.2. The Client:
15.2.1. warrants 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
15.2.2. shall 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).
15.3. The 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).
16. FILMING AND PHOTOGRAPHY RESTRICTIONS
16.1. The 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.
16.2. The Client shall be permitted to photograph and/or record Session Footage within the Studio solely for non-commercial personal purposes provided that:
16.2.1. unless 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;
16.2.2. the 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
16.2.3. the Client shall provide the Company with a copy of the Session Footage.
16.3. If the Client, the Representatives or the Client’s Personnel either:
16.3.1. wish to use the Session Footage for purposes not expressly permitted hereunder; and/or
16.3.2. wish 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.
17.1. The 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:
17.2. The Client may disclose the Company’s confidential information:
17.2.1. to 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
17.2.2. as may be required by applicable law, a court of competent jurisdiction or any governmental or regulatory authority with competent jurisdiction.
17.3. The 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.
18. COMPANY’S OVERALL LIABILITY
18.1. The 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.
18.2. The 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.
18.3. The 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.
18.4. The 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.
18.5. 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 ENTERPRISE ACT 2002 OR THE CONSUMER RIGHTS ACT 2015 THE STATUTORY RIGHTS OF THE CLIENT ARE NOT AFFECTED BY THESE CONDITIONS.
18.6. Nothing 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.
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.
20. FORCE MAJEURE
20.1. Notwithstanding 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:
20.1.1. Act of God, explosion, flood, tempest, fire or accident;
20.1.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
20.1.3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
20.1.4. import or export regulations or embargoes;
20.1.5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
20.1.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
20.1.7. power failure or breakdown in machinery.
21.1. 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.
21.2. The 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.
21.3. No variation or amendment to the Agreement shall be effective unless made in writing and signed by the Company and the Client.
21.4. If 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.
21.5. For 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.
21.6. All notices required to be given hereunder shall be in writing and deemed properly served if delivered by hand or sent by fax or email (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.
21.7. The Agreement shall be construed in accordance with the laws of England and Wales and is subject to the exclusive jurisdiction of the English Courts.
21.8. The Client shall be deemed to accept the provisions of this Agreement (and any email from the Company relating to this Agreement) upon the commencement of the Booking, notwithstanding the absence of written confirmation of acceptance by the Client of this Agreement and any terms contained in any relevant email from the Company.