BG STUDIOS LIMITED

TERMS AND CONDITIONS FOR PROVISION OF STUDIO FACILITIES AND/OR SERVICES

(To be read in conjunction with British Grove Studios Booking Form)

‍

TERMS AND CONDITIONS FOR PROVISION OF STUDIO FACILITIES AND/OR SERVICES

DEFINITIONS AND INTERPRETATION

1.1 In this Agreement:

Agreed Services

as defined on the Booking Form;

Agreement

means the agreement comprised in the Booking Form, these Terms and Conditions and the Schedule hereto;

BG Studio

as defined on the Booking Form;

Blank Media

means blank Media which does not embody any audio only or any audio-visual recording (other than any so-called SMPTE or similar time code);

Booking

means the hire of the BG Studio and/or the supply of the Agreed Services during the Booking Period in accordance with and subject to the terms of this Agreement (as applicable);

Booking Form

means the booking form email sent by the Company to the Client (including any attachments thereto) to which these Terms and Conditions are attached;

Booking Period

as defined on the Booking Form;

Charges

Collectively, the Fees (including the Deposit (if any)), the Disbursements, the Hire Equipment Charges and all other sums due in respect of the Booking;

Client

means the client (individual or company) referred to in the Booking Form;

Client Blank Media

means any Blank Media owned by the Client or any Client Personnel prior to the commencement of the Booking Period;

Client Equipment

means any and all musical or technical equipment or instruments brought into the Studio or other of the Company's premises by or for or on behalf of the Client (including any such equipment or instruments which are hired to or on behalf of the Client) (Hire Equipment);

Client Media

means any Media provided by or belonging to the Client (whether or not the same are Client Blank Media or embody any pre-existing audio or audio -visual recording) including without limitation multi-track recordings, tape and computer software;

Client Personnel

means the Client (and, where the Client is not an individual, any individual who ultimately controls Client) and any persons invited by the Client to enter the Studio during the Booking Period or engaged by or on behalf of the Client in relation to the Recording(s) or the Booking (including without limitation any artist, session or other musician or vocalist);

Client Recording

means a sound recording and/or audio-visual recording provided by or belonging to the Client and made prior to the commencement of the Booking Period;

Client Studio

as defined on the Booking Form;

Company

BG Studios Limited t/a British Grove Studios;

Deliverables

means without limitation any “monitor mixes”, "pre-mixes", so-called 'stems', 'final mixes and variants', music and/or sound effect(s) tracks and any variants thereof (as applicable) that are created and completed for any particular purpose during the Booking Period as part of the Agreed Services, in the agreed Formats;

Deposit

means the deposit payable by the Client to the Company for the Booking as specified in the Booking Form (if any);

Disbursements

means the cost of any tapes, sundries or services (other than the agreed costs of the Agreed Services) supplied to any Client Personnel (or to a third party on behalf of the Client or the Client Personnel) by the Company as part of or pursuant to this Agreement including without limitation any food or beverages (including any alcoholic beverages), taxis or minicabs or other means of transportation, Blank Media and any telephone calls made by or at the request of any Client Personnel and any third party hire charges incurred by or on behalf of any Client Personnel);

Engineer(s)

means the staff of the Company named as such in the Booking Form;

Fee

means the fee payable by the Client to the Company for the Booking as specified in the Booking Form;

Formats

means the formats (including analogue and digital) for the Deliverables requested by the Client (if any) and agreed by the Company before the end of the Booking Period;

Hire Equipment Charge

as defined on the Booking Form;

Master

means Media embodying a Recording in a form intended for mass production of copies of such Recording without further material change thereof;

Media

means media (including without limitation tapes, computer discs, hard discs, hard drives, memory sticks and devices) intended to store Recordings;

Recording

means any sound recording(s) and/or audio-visual recording(s) or data programming recorded in whole or in part during the Booking Period or which is otherwise the subject of Agreed Services hereunder, stored on or by any medium;

Recordist

as defined on the Booking Form;

Security Policy

means the policy adopted by the Company from time to time in respect of the security of the BG Studio and the prevention of unauthorised intrusion by third parties into the BG Studio and administrative procedures adopted by the Company in order to protect against such unauthorised intrusion, theft and misappropriation (whether by physical, electronic or other means);

Services

means work to be carried out on behalf of the Client (including but not limited to Agreed Services and all other sound recording, editing, or other such similar tasks as are performed by the Company) pursuant to this Agreement;

Studio

means the BG Studio or the Client Studio, as applicable;

Studio Breakdown

means a failure or breakdown or unavailability for any reason of the Studio or any Company premises which prevents the Client's use thereof or Company’s ability to provide the Services in accordance with the terms hereof; and

Transfer/Reproduction

means the transfer/reproduction of any audio only or audio-visual recordings on any Media into other Media whether in the same or in a different Format.

1.1 The definitions set out in the Booking Form shall apply in this Agreement. In particular, each capitalised term used in this Agreement which is listed in the left-hand column of the Booking Form shall have the corresponding meaning given to that term in the adjacent column of the Booking form.

1.2 In this Agreement, the words and expressions other, including and in particular (or any similar or cognate word or expression) do not limit the generality of any preceding words, and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.

2 AGREEMENT

2.1 This Agreement shall only be accepted and binding on the Company once:

(a) the Client has responded to and confirmed receipt of the Booking Form by email to the Company or proceeded to make use of any Studio or Agreed Services; and

(b) the Company has received cleared payment of the Deposit (if applicable).

2.2 This Agreement shall apply to the Client’s Booking to the exclusion of all other terms and conditions.

3 STUDIO FACILITIES

3.1 As indicated on the Booking Form, either:

(a) the Company shall make the BG Studio, the Engineer(s) (if any) and/or the Recordist(s) (if any) available to the Client during the Booking Period for the purposes of making Recordings at the BG Studio; or

(b) the Company shall make the Engineer(s) available (and the Client shall afford the Company and the Engineer(s) suitable access to the Client Studio) during the Booking Period for the purposes of making Recordings at the Client Studio.

3.2 The Client shall not engage (or permit) any other recording engineer, dubbing mixer, editor or other personnel (other than the Engineer(s) and/or Recordist (if any)) to operate the BG Studio or any equipment located in the BG Studio without obtaining the Company's prior written consent and the Client will ensure that each such person engaged with such consent is technically qualified and in all respects suitable to carry out such services. The Client will be responsible for the services carried out by each such person so engaged and will pay or procure the payment of any costs incurred in relation to such services.

3.3 The Client hereby acknowledges that it shall be responsible for (and warrants, represents and undertakes that it shall fulfil such responsibilities):

(a) prior to the commencement of the Booking Period, ensuring the suitability of the Studio for the Client's purpose, in particular ensuring that the Client Equipment shall be compatible with the Studio;

(b) the technical quality of any Recording engineered by the Client or any Client Personnel; and

(c) prior to the commencement of the Booking Period, obtaining and paying for (or procuring that the same are obtained and paid for) any necessary third party consent, permission or licence:

(i) required in order to make or exploit any Recordings or to produce or exploit any Master during the Booking Period (including without limitation from any union, collective body, musician, vocalist or other performer (including any artist(s)). The Client hereby acknowledges that any failure to obtain any such consent, permission or licence may result in delays to the completion of any such Recording or Master and if any such delay causes the Booking to overrun the Booking Period, then the Company may (but shall not be obliged to) allow the Booking to continue beyond the expiry of the Booking Period, in which case, the Client shall be charged and shall pay for any additional time spent at the BG Studio, and any additional Services and/or Deliverables provided, at the Company's standard rate for the same, promptly following receipt by the Client of the Company's invoice in respect thereof; and

(ii) in respect of any pre-recorded material (including without limitation any sound effects, library music and audio samples whether supplied by the Company or by a third party) embodied or to be embodied in any Recording and/or Master. The Client will be responsible for any loss due to the failure to obtain any such consent, permission or licence, and accordingly, the Client acknowledges that the Company gives no warranty as to, and shall have no liability in respect of, any of the foregoing.

4 AGREED SERVICES

4.1 The Company shall carry out the Agreed Services using suitable equipment and technically competent personnel.

4.2 The Company’s responsibility is limited to carrying out the Agreed Services and the supply of agreed Deliverables (if any). For the avoidance of doubt, the Company shall not be responsible for supplying any service, product or material not expressly referred to in this Agreement.

5 FEE

5.1 The Client shall pay the Deposit (if applicable) within seven (7) days of the date of the Company's invoice therefor and in any event prior to the commencement of the Booking Period and the Client shall pay the Fee (or balance of the Fee) and all other Charges due within thirty (30) days of the date of the Company's invoice therefor or at such later dates as may be approved by the Company in advance in writing. The Deposit is non-refundable and will be offset against the final invoice in relation to the booking.

5.2 Any additional goods or services required by the Client shall be provided at the Company’s sole discretion and invoiced as a Disbursement.

5.3 If the Client fails to pay to the Company any sums due to the Company on or before the date that such sums fall due then without prejudice to the Company’s other rights and remedies the Company shall be entitled to charge (and the Client shall immediately on demand pay) interest thereon at a rate of three per cent (3%) per annum above Coutts & Co Bank base rate, from the date that such sum falls due until the same are paid to the Company. Such interest shall accrue on a daily basis and be compounded quarterly.

5.4 The Charges shall not in any event be reduced or refunded on account of:

(a) the failure of any Client Personnel to attend the Studio during any or all of the Booking Period; or

(b) the Client's cancellation of the Booking or any part thereof.

5.5 All sums payable hereunder are expressed to be exclusive of VAT, which shall if applicable be payable in addition to and together with such sum provided that a valid VAT invoice shall have been rendered to the Client in respect thereof.

5.6 Notwithstanding the foregoing, if the Client cancels the Booking (or any part thereof) prior to the commencement of the Booking Period, the Company may at its discretion (but shall not be obliged to) agree that certain cancellation charges shall apply in lieu of the Fee, as detailed more particularly in the Schedule.

5.7 Time shall be of the essence in relation to all payments required to be made by the Client.

6 CLIENT MEDIA, PERSONNEL AND EQUIPMENT

6.1 The Client shall give the Company reasonable prior notice of its intention to use any Client Media and/or Client Equipment during the Booking Period and shall provide the Company with full technical details in relation to the same prior to the commencement of the Booking Period.

6.2 If the Client uses any Client Media and/or Client Equipment:

(a) the Client shall be responsible for the quality and integrity of the Client Media and/or Client Equipment and shall ensure that it is fit for the purpose for which the Client wishes to use the same. The Company shall not be liable to the Client or otherwise for any deficiency in or caused by such Client Media and/or Client Equipment;

(b) the Company shall be entitled to charge the Client as a Disbursement, a sum in addition to the Fee for any time and/or expenses incurred by the Company in any adjustment or conversion of the Company's technical equipment (including for or in relation to piano tuning, broadcast and/or remote listening, extra rigs) or copying of any Client Media including any Transfer/Reproductions in respect thereof; and

(c) the Company shall procure that the Client Media and Client Equipment (if any) shall be delivered to the Studio at least 24 hours before the commencement of the Booking Period unless otherwise mutually agreed in writing.

6.3 The Client hereby warrants, undertakes and agrees that it shall, and shall procure that all Client Personnel shall, abide by this Agreement and the BG Studio's rules, regulations and any Company health and safety policy as may be in place from time to time and that it shall be responsible for and Company shall have no liability for:

(a) the direct and indirect results of the actions and/or omissions of the Client's Personnel;

(b) any and all injury, loss or damage to any person, equipment or premises caused by any act or omission of any Client Personnel, or as a result of any defect in or inappropriate specification of any Client Equipment or Client Media;

(c) any problem or damage caused to the Studio (or any equipment therein) or to the Recordings and/or Client Recordings by virtue of the use of Client Media and/or Client Equipment (including any virus damage) or by virtue of any acts and omissions of (or on behalf of) Client (including those of any Client Personnel);

(d) all costs in respect of any Hire Equipment (if applicable), including where hire has been arranged by Company on Client’s behalf;

(e) storage and backup of any Recordings and/or Client Recordings;

(f) any costs and expenses incurred by the Company on behalf of any Client Personnel at any Client Personnel's request;

(g) any and all loss or damage to any Client Recordings, Client Equipment and/or Client Media and Ancillary Materials (as defined in clause 8.1) (which shall be at the sole risk of the Client whilst at the Studio or on any Company premises); and

(h) the cost of engaging any Client Personnel.

6.4 The Client Personnel shall vacate the BG Studio promptly, leave the Studio in a clean and tidy state and remove or procure the removal of all Client Equipment forthwith, at the end of the Booking Period. If the Client shall fail to do so, the Company shall be entitled to charge the Client for the Company’s reasonable storage charges and in such circumstances the Client shall be liable to pay (and shall immediately pay) such charges to the Company. The Company shall be entitled by written notice to the Client to require the Client to collect the Client Equipment and if the Client shall fail so to collect or procure the collection of such Client Equipment before the expiry of fourteen (14) days from service of such notice, the Company shall be entitled to destroy or otherwise dispose of such Client Equipment at the Client's cost and the Client shall not raise any objection in respect thereof and shall indemnify the Company on demand from and against any claim with respect thereto.

6.5 The Client warrants that it shall not without the Company’s prior written consent make any inducement or contractual offer of employment to, or otherwise solicit, any Engineer, Recordist or other of the Company’s personnel where doing so shall or may result in conflict with such BG Engineer's, Recordist’s or personnel's employment or engagement by the Company.

7 SOUND LEVELS

7.1 The Client hereby acknowledges that it must comply with all relevant legislation aimed to protect persons from exposure to high levels of noise, including but not limited to the Control of Noise at Work Regulations 2005 (NWR) (and any related legislation including any subsequent revision thereof) as it has been established that prolonged exposure to noise levels in excess of certain levels (above 85 dB(A)) may cause damage to hearing and studios and studio users are required by law to keep exposure to noise in excess of such levels as low (as reasonably practicable) and accordingly the Client warrants, represents and undertakes that the Client shall:

(a) be responsible for the level of noise within the Studio;

(b) be responsible for the noise levels of any headphones used within the Studio; and

(c) procure that noise levels in excess of the limits prescribed in the NWR shall not be sustained in the Studio for long periods.

7.2 Company reserves the right, without liability to the Client, to take such action as it may in its discretion deem appropriate in order to maintain tolerable levels of noise in the Studio in accordance with its obligations pursuant to the NWR. The Client agrees that no claim shall be made against the Company in respect of any such action (including in relation to any inconvenience or time lost).

7.3 The Client hereby acknowledges and agrees that the Company shall have no responsibility or liability for the level of noise within the Studio or any loss or damage suffered by any person in connection with the same.

7.4 The Client hereby indemnifies and agrees to hold harmless the Company and its officers, employees, agents and affiliated entities from and against all injury, loss, damage, costs and/or expense (including legal expenses) suffered by the same arising from any failure on the part of the Client to maintain safe noise levels in accordance with clause 7.1(c).

7.5 Company reserves the right, without liability to the Client, to take such action as it may in its discretion deem appropriate in order to reduce the levels of noise in the edit, prep and copy room (the Den) (if applicable) where, in Company’s reasonable opinion, the levels of noise in the Den are disrupting sessions taking place in other recording studios at British Grove Studios. The Client agrees that no claim shall be made against the Company in respect of any such action (including in relation to any inconvenience or time lost).

8 RECORDINGS AND MATERIALS

8.1 The Client shall procure the collection of all Masters belonging to the Client and any so-called session and recall files, track listing(s)/sheet(s), sheet music, lyric sheets, computer material, safety copies, Client Media and any like ancillary materials (if any) (together "Ancillary Materials”) within seven (7) days of the end of the Booking Period or the date of payment in full of the Company's invoice applicable thereto (whichever is later), unless mutually agreed otherwise (Collection Date).

8.2 After the Collection Date:

(a) notwithstanding any other provision contained within this Agreement all Masters, and Ancillary Materials shall be held by the Company at the Client's sole risk; and

(b) the Company shall be entitled to serve written notice on the Client requiring the Client to collect such Masters and Ancillary Materials within a period of no less than fourteen (14) days from the date of service of such notice. If the Client shall fail so to collect such Masters and Ancillary Materials within such period the Company shall be entitled to destroy or otherwise dispose of the relevant Masters and Ancillary Materials and the Client shall not raise any objection in respect thereof and shall indemnify the Company from and against any claim with respect thereto.

8.3 Notwithstanding the foregoing until such time as the Company shall be in receipt of cleared payment of all Fees and Disbursements, the Client Acknowledges and agrees that:

(a) property in all Masters and Ancillary Materials shall vest in the Company; and

(b) the Company shall be entitled (but not obligated) to retain possession of the said Masters and Ancillary Materials.

8.4 Notwithstanding any other provision in this Agreement the Client hereby acknowledges and agrees that all risk in all Masters and Ancillary Materials when in transit or otherwise off the Company's premises shall vest in the Client.

8.5 The Company shall retain a general lien over any property of any Client Personnel situated at any time at the BG Studio or other of the Company's premises in respect of any sums which the Client may at any time owe to the Company and without prejudice to its other rights and remedies the Company shall be entitled to retain (and/or sell and retain the proceeds from the sale of) such property if payment of such sums is not made in full within 28 days of written notice serviced on the Client by the Company of its intention to exercise its lien as aforesaid. The proceeds of any such sale may be taken by the Company for reimbursement of the sums the subject of the lien, and the Client shall not raise any objection in respect thereof and shall indemnify the Company from and against any claim with respect thereto. The Company shall account to the Client for any surplus funds received by the Company in excess of the sums (including all applicable interest) owed by the Client to the Company as aforesaid.

9 INDEMNITY

9.1 The Client hereby covenants and undertakes to the Company that it shall on demand indemnify and hold harmless the Company and its officers, employees, agents and affiliated entities from and against all injury, loss, damage, costs and/or expense (including legal expenses) suffered or incurred by the same arising from or in connection with:

(a) the Client's cancellation of the Booking including without limitation any reasonable costs or expenses incurred by the Company in connection with the Booking;

(b) the Client's making, use or exploitation of any Recordings;

(c) the Client's actual or alleged breach of any of the provisions of this Agreement, in particular the Client's warranties, representations, undertakings and/or obligations;

(d) any loss or damage caused to the Company or the Studio or any Company premises by the Client (or Client Personnel);

(e) the Clients’ failure to obtain any licences, consents or permissions in relation to the making or exploitation of any Recordings, Masters or pre production Masters; and

(f) any other matter in respect of which the Client is stated in this Agreement to indemnify the Company.

9.2 Each reference in this Agreement to the Client indemnifying the Company shall constitute an indemnity in the form set out in clause 9.1, which shall, notwithstanding clause 17.6, be enforceable by the Company’s officers, employees, agents and affiliated entities.

10 CONTENT OF RECORDING

10.1 The Client hereby warrants, represents and undertakes that nothing whatsoever shall be included in any Recording or Master (or any software or material introduced by the Client) which constitutes a breach or infringement of any copyright or other rights of any third party, or which shall be in any way illegal, scandalous, obscene or libellous and the Client shall fully indemnify the Company in respect thereof and shall pay all costs and expenses which may be incurred by the Company in reference to any such claim.

10.2 The Company shall not be required by the Client or any of the Client Personnel to reproduce anything which, in Company's opinion, is or may be of an illegal, scandalous, obscene or libellous nature, or would constitute an infringement of any copyright or other rights of any third party.

11 STUDIO BREAKDOWN

11.1 The Company makes no warranty or representation of any kind as to the possibility or otherwise of Studio Breakdown.

11.2 Without prejudice to clauses 11.1 and 15.1, in the event of Studio Breakdown at the BG Studio, the Company shall at its option either:

(a) make available to the Client the BG Studio for a period of time equivalent in duration to that proportion of the unexpired Booking Period existing at the time of the Studio Breakdown; and

(b) provide at a future time (as soon as the same can reasonably be arranged) the Agreed Services (as applicable) which has/have been lost as a result of such Studio Breakdown; or

but, for the avoidance of doubt, the Company shall have no liability or obligation to the Client beyond these remedies.

12 MASTER RECORDINGS AND POST PRODUCTION WORK

12.1 The Company shall in no event be liable to the Client in respect of any defect in or loss of or damage to any Master and/or Recording and/or Client Recording except to the extent that such defect, loss or damage was directly caused the breach by the Company of this Agreement or by the negligent act of any Engineer(s).

12.2 Where the Company is liable for a defect under Clause 12.1, Company shall use its reasonable endeavours to correct, where reasonably practicable, any such defect and to effect replacement of such lost or damaged Masters and/or Recordings and/or Client Recordings that are promptly notified to the Company or of which it is aware.

12.3 To the extent that the Company is unable reasonably to effect such correction, rectification or replacement in accordance with clause 12.2, its liability in respect of any Recording or Master shall be limited in accordance with clause 14.2.

12.4 The Client acknowledges that the Company's liability in respect of any physical defect, loss or damage to any Master or pre-production Master is restricted to the value of any Media supplied to the Client by the Company (if any) as if such Media were blank and did not embody any recording whatsoever.

It shall be a condition of this Agreement that all applicable Client Recordings shall have been copied for back-up purposes by the Client before delivery to the Company or the arrival of the same at the Studio. Company's liability for loss of or damage to any Client Media shall be limited to the manufacturer's retail list price of the unrecorded Blank Media on which such Recording is made.

13 CREDIT, PUBLICITY AND RESTRICTIONS

13.1 The Client shall use reasonable endeavours to procure that all labelling, sleeves, packaging and, where practicable, metadata of any digital exploitation of Recordings produced in the Studio during the Booking Period shall contain a Studio and/or engineer credit in the form approved by the Company.

13.2 The Client warrants that it will not use the Company’s name, logo or any Company intellectual property rights to promote, endorse or otherwise advertise the Recordings without the Company’s prior written approval on case-by-case basis.

13.3 The Client shall not, and it shall procure that its representatives and Client Personnel shall not, photograph or film any part of the Studio or Company premises, without the Company’s prior approval on case-by-case basis.

14 COMPANY'S OVERALL LIABILITY

14.1 Nothing in this Agreement shall limit or exclude the liability of either party for fraud or for death or personal injury resulting from its negligence or for any other cause for which liability may not lawfully be limited or excluded.

14.2 Subject to clause 14.1 and clause 14.3, 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 the Company's total aggregate liability under this Agreement in respect of any and all such losses or damages shall be limited to an amount equal to the Fee paid.

14.3 Subject to clause 14.1 but notwithstanding 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, special or consequential loss or damage; and

(b) economic loss including without limitation any loss of profits or goodwill or anticipated savings,

arising from any fault in the BG Studio or any act or omission of the Company, its servants or agents in respect of this Agreement.

14.4 Subject to Clause 14.1 and to the extent permitted by law the Company's liability under this Agreement shall be to the exclusion of all other liability to the Client whether contractual, tortious or otherwise.

14.5 The Client accepts that the exclusions and limitations of the Company's liability as aforesaid are reasonable and that in setting such limits the Client and the Company have had regard to the price and nature of the Booking, the Fee and the Agreed Services and the provisions 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 such liability.

15 FORCE MAJEURE

15.1 Subject to Clause 14.1, but notwithstanding any other provision of this Agreement the Company shall not be under any liability for any failure to perform, or delay in performance of, any of its obligations pursuant to this Agreement where caused (directly or indirectly) by the occurrence of any Force Majeure Event and the time period for the performance of any obligations of the Company that are affected by the Force Majeure Event shall be extended by a period of time equal to the duration of the Force Majeure Event. For the purpose of this Agreement, a 'Force Majeure Event' means, without limitation any of the following events: act of God, explosion, flood, tempest, fire, other natural disasters or accident; epidemic or pandemic (including COVID-19); 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, the Client or of a third party ruling or action of any labour union or trade body association affecting the Company, the Client or the music audio post production industry); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery or any other events or circumstances beyond the reasonable control of the Company. The duration of a Force Majeure Event shall be deemed to include the duration of its consequences that affect performance of the Company’s obligations.

16 STUDIO SECURITY

16.1 The Client shall, and shall ensure that the Client Personnel shall, at all times, comply with the Security Policy.

16.2 In accordance with the Security Policy, the Company shall put in place the following security measures: (a) network access at the BG Studio to locations at which Recordings may be stored shall be restricted to authorised individuals and authorised staff of Company; and (b) wireless internet access at the BG Studio shall be available only on a separate system to the system on which Recordings may be stored.

16.3 The Client undertakes to inform the Company of any security measures additional to those referred to in clause 16.2 that may be required by the Client during the Booking Period and the Client acknowledges that the cost of providing such additional security measures shall be the sole responsibility of (and shall on demand be paid by) the Client.

16.4 The Company shall not be under any liability whatsoever to the Client or otherwise resulting from any theft or misappropriation of or damage to any Client Equipment, Recording, Master, Media, Ancillary Materials or any content embodied therein by any person or persons.

17 MISCELLANEOUS

17.1 This Agreement contains the entire agreement and understanding of the parties, and supersedes any previous agreement or understanding (whether oral or written) between the parties, in relation to the subject-matter of this Agreement. Each party acknowledges that, in entering into this Agreement, such party is not relying on any warranty, representation or other assurance except as expressly set out in this Agreement, provided that nothing in this Agreement shall limit or exclude any liability for fraud.

17.2 No variation of this Agreement shall be effective unless it is in writing (including, in respect of the Booking Form only, by email).

17.3 No failure to exercise or delay in exercising any right or remedy under this Agreement shall operate as a waiver of that or any other right or remedy. The express rights and remedies provided by this Agreement are cumulative and, except as otherwise stated in this Agreement, do not exclude any other rights or remedies provided by law.

17.4 The illegality, invalidity or unenforceability of the whole or part of any provision of this Agreement shall not affect the continuation in force of the remainder of this Agreement.

17.5 Nothing in this Agreement shall constitute a partnership, joint venture, relationship of agency or contract of employment between the parties.

17.6 Except where expressly stated otherwise in this Agreement, no provision of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 or otherwise by any person who is not a party to this Agreement.

17.7 Each notice under this Agreement shall, in order to be valid, be in writing and sent by pre-paid first-class or recorded-delivery or registered post, by-hand delivery or email to the last known principal business address or email address of the recipient and, if sent by first-class or recorded-delivery or registered post, shall be deemed to have been received 48 hours after posting.

17.8 This Agreement and all related claims or disputes (contractual or non-contractual) shall be governed by, and construed in accordance with, the law of England and Wales. Each party irrevocably submits for all purposes in connection with this Agreement (including in connection with all such claims or disputes) to the exclusive jurisdiction of the courts of England and Wales.

‍

SCHEDULE

CANCELLATION CHARGES

1 The Deposit (if any) is non-refundable in the event of cancellation.

2 The Company reserves the right to charge the full Fee for the Booking unless the cancelled time is resold.

3 Notwithstanding the foregoing, if the Company receives a replacement booking in respect of the BG Studio or the Agreed Services whereby: the BG Studio shall be hired for a time equivalent to the Booking Period and/or a third party shall engage the Company to provide services equivalent to the Agreed Services on terms that are equivalent to or more advantageous to the Company than those contained in this Agreement (including as to the Fee) then the Company may (in its sole discretion) waive its entitlement to a cancellation charge or to require the Client to pay the Fee hereunder.

4 Notwithstanding the foregoing, if the Company shall receive a replacement booking in respect of the BG Studio or the Agreed Services whereby the BG Studio shall be hired by a third party for a time which is not equivalent to the Booking Period and/or a third party shall engage the Company to provide services which are not equivalent to the Agreed Services, then the Company may (in its discretion) deduct any fee paid by any such third party from the cancellation charge required to be paid by the Client to the Company hereunder.

‍

This Privacy Notice was last updated on 9 August 2024.

‍