TERMS & CONDITIONS

TERMS & CONDITIONS FOR THE SALES OF GOODS & SERVICES

APPLICATION & ENTIRE AGREEMENT

1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you or Customer) from Subfrantic Limited a company registered in England and Wales under number 09277274 whose registered office is at Unit 5 Holmshaw Farm,,  Layhams Road,,  London, BR2 6AR  (we or us or Supplier).

2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.

3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

INTERPRETATION

4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.

5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.

6. Words imparting the singular number include the plural and vice-versa.

GOODS & SERVICES

7. 7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
8. 8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.

PRICE

9. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.

10. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.

11. Any increase in the Price under the clause above will only take place after we have told you about it.

12. You may be entitled to discounts. Any and all discounts will be at our discretion.

13. The Price is exclusive of fees for packaging and transportation / delivery.

14. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

CANCELLATION & ALTERATION

15. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.

16. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 7  days only from the date shown in it unless expressly withdrawn by us at an earlier time.

17. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.

PAYMENT

18. We will invoice you for the Price either:

1. 1. Before, on, or at any time after delivery of the Goods; or
   2. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.

19. You must pay the Price within 1 day of the date of our invoice or otherwise according to any credit terms agreed between us.

20. You must make payment even if delivery has not taken place and / or that the title in the Goods has not passed to you.

21. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.

22. Time for payment will be of the essence of the Contract between us and you.

23. All payments must be made in British Pounds unless otherwise agreed in writing between us.

24. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

DELIVERY

25. We will arrange for the delivery of the Goods to the address specified in the quotation or your order or to another location we agree in writing.

26. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.

27. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.

28. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:

1. 1. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
   2. make arrangements for the re-delivery of the Goods and will charge you for the costs of such re-delivery; and/or
   3. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.

29. If re-delivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.

30. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

31. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.

INSPECTION & ACCEPTANCE OF GOODS

32. You must inspect the Goods on delivery or collection.

33. If you identify any damages or shortages, you must inform us in writing within 1 day of delivery, providing details.

34. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.

35. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.

36. We will be under no liability or further obligation in relation to the Goods if:

1. 1. if you fail to provide notice as set above; and/or
   2. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
   3. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
   4. the defect arises from normal wear and tear of the Goods; and/or
   5. the defect arises from misuse or alteration of the Goods, negligence, willful damage or any other act by you, your employees or agents or any third parties.

37. You bear the risk and cost of returning the Goods.

38. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 1 day after delivery.

RISK & TITLE

39. The risk in the Goods will pass to you on completion of delivery.

40. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.

41. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

42. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

TERMINATION

43. We can terminate the sale of Goods under the Contract where:

1. 1. you commit a material breach of your obligations under these Terms and Conditions;
   2. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
   3. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
   4. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.

LIMITATION OF LIABILITY

44. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.

45. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

46. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

47. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.

48. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:

1. 1. any indirect, special or consequential loss, damage, costs, or expenses; and/or
   2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
   3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
   4. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
   5. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.

49. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.

COMMUNICATIONS

50. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

51. Notices will be deemed to have been duly given:

1. 1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
   2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
   3. on the fifth business day following mailing, if mailed by national ordinary mail; or
   4. on the tenth business day following mailing, if mailed by airmail.

52. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

DATA PROTECTION

53. When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.

54. The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

55. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.

56. The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these Terms and Conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.

57. The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.

58. The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can e-mail: [email protected].

CIRCUMSTANCES BEYOND THE CONTROL OF EITHER PARTY

59. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

NO WAIVER

60. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

SEVERANCE

61. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

LAW & JURISDICTION

62. These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Terms and Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts

TERMS AND CONDITIONS FOR EQUIPMENT RENTAL AND ASSOCIATED SERVICES

1. In the following paragraphs “the owner” shall mean Subfrantic Ltd and “the hirer” shall mean the person, firm, organisation, or company to whom the owner hereby offers to let any equipment on hire. “The equipment” shall mean anything let on hire or loan by the owner to the hirer.

2. The owner will let and the hirer will take upon hire on the terms and conditions hereinafter mentioned, the equipment agreed in any verbal or written correspondence relating to the hirer’s requirements.

3. The hirer shall pay to the owner at their request an agreed sum by way of deposit and advance rental where applicable in accordance with the terms of the hire agreement.

4. Punctual payment of each instalment of rental shall be the essence of this agreement and the hirer shall be deemed to have repudiated this agreement if any instalment or part thereof shall remain unpaid for more than seven days after becoming due.

5. Payments made by post shall be at the risk of the hirer.

6. During the continuance of the hiring the hirer shall

6.1 Punctually pay all sums in accordance with the rental agreement correspondence

6.2 Pay to the owner interest on overdue instalments of rental at the rate of 15 per cent per annum until payment thereof such interest to run from day to day and to accrue after as well as before any judgement.

6.3a – Keep the equipment in good and substantial repair and condition (fair wear and tear excepted) and replace any missing, damaged, or broken equipment or parts thereof with equipment or parts of equal quality and value and in default of doing so permit the owner to take possession of the equipment for the purpose of having repairs carried out and the owner shall have a lien on the equipment until such repayment but exercise of such lien shall not prevent the accrual of instalments of rental hereunder

6.3b – will at all times during the period of hire

i) keep the equipment in its custody and control

ii) ensure that the equipment is used in a proper manner and only by persons having the appropriate qualifications and experience in the use of the equipment.

iii) take proper care of the equipment and ensure that it is safely and properly stored.

iv) where spare lamps or diaphragms etc are provided, they (or the blown units they have replaced) must be returned at the end of the hire period, otherwise they will be charged in full.

6.4 punctually pay all registration charges, license fees, rent, rates, taxes and other outgoings payable in respect of any premises in which the equipment may from time to time be placed or kept, and produce to the owner on demand the last receipts for all such payments the owner being at liberty in the event of default by the hirer under this sub-clause to make all or any of such payments and then recover the amount thereof from the hirer forthwith;

6.5 permit the owner and any person authorised by him at all reasonable times to enter upon the premises in which the equipment is for the time being placed or kept for the purpose of inspecting and examining the condition of the equipment;

6.6 Keep the equipment at all times in his possession and control and notify the company of the place where it is for the time being and not to cause or permit any of the equipment to be so affixed to the premises in which it shall for the time being be situate as to become fixtures

6.7 Notify the owner of any change in the hirer’s address and upon request by the owner promptly inform the owner of the whereabouts of the equipment and advise the owner when the equipment is being taken outside the U.K.

6.8 Indemnify the owner against any loss of or damage to the equipment or any part thereof from whatever cause arising and whether or not such loss or damage results from the negligence of the hirer.

6.9 Punctually pay for all repairs to or treatment of the equipment and keep the same free from any distress execution or other legal process;

6.10 Not sell, assign, let, pledge, mortgage, charge, encumber, or part with possession of or otherwise deal with the equipment or any interest therein or create or allow to be created any lien on the equipment whether for repairs or otherwise shall the hirer remove deface obliterate or cover up any label plate or other mark indicating that the equipment is the property of the company and in the event of any breach of this sub-clause by the hirer the owner shall be entitled (but shall not be bound) to pay any third party such sum as is necessary to procure the release of the equipment from any charge encumbrance or lien and to recover such sum from the hirer forthwith.

6.11 Immediately after the commencement of this agreement insure the equipment and keep the same insured during the continuance of the hiring against loss or damage by accident fire and theft to the full replacement value thereof with some insurance company to be approved by the owner under an all risks policy of insurance in the name of the owner free from restriction or excess and in default of the hirer so doing the owner may insure as aforesaid and recover the cost thereof from the hirer forthwith. The hirer hereby irrevocably appoints the owner his agent for the purpose of receiving all monies under the said policy and giving a discharge thereof;

6.12 Punctually pay all premiums payable under the said policy produce the receipts for such payments to the owner on demand do everything necessary to maintain the said policy in full effect and not do anything whereby the said policy will or may be vitiated.

6.13 pay to the owner all expenses (including legal costs on a full indemnity basis) incurred by or on behalf of the owner in ascertaining the whereabouts of the equipment taking possession of it by reason of a breach by the hirer or any provisions of this agreement and preserving insuring and storing the equipment thereafter and of any legal proceedings taken by or on behalf of the owner to enforce the provisions of this agreement.

6.14 Title – Not withstanding delivery the property title and beneficial ownership in the goods remains with the seller until the buyer has paid in full. If such payments are overdue in whole or in part the Seller may (without prejudice to any other rights) recover and re-sell the goods and the Seller or the Seller’s representative or agent may enter upon the Buyer’s premises for that purpose.

7.1 The hire charge for equipment commences (unless otherwise expressly agreed in writing) on the day the equipment leaves the premises of the owner and terminated at the end of the agreed hire period if the equipment has then been returned to the owner in the same condition as it was at the commencement of hire, fair wear and tear excepted. In the event that the equipment is lost, damaged, or destroyed, the period in respect of which a hire charge shall be payable at the same rate shall continue until such time as the equipment (if lost) is recovered and returned to the owner, or (if damaged) is repaired and available for re-hire, or (if destroyed or otherwise lost) is replaced by an equivalent or comparable item available for hire.

7.2 The owner reserves the right generally or for any particular service client or class of equipment to alter at any time and without previous notice the prices and specifications published anywhere.

7.3 Where the equipment is lost stolen destroyed or damaged by the negligence or wrongful act of a third party the hirer shall immediately notify the owner thereof, shall not compromise any claim without the consent of the owner, shall allow the owner to take over the conduct of the negotiations (except in relation to claims made of the hirer for personal injuries loss of use of the equipment or loss of or damage to the property of the hirer unconnected with the equipment) and shall at his own expense take such proceedings (in the hirer’s sole name or jointly with the owner) as the owner shall direct, holding all sums recovered together with any monies received by the hirer under any policy of insurance taken out by the hirer pursuant to the provisions of this agreement on trust for the owner and paying or applying as the owner directs such part thereof as is necessary to discharge the hirer’s liability to the owner at the date of such payment and to compensate the owner for the loss theft or destruction of or damage to the equipment any surplus being retainable by the hirer for his own benefit.

8 The hirer may determine the hiring at any time by giving three days’ notice in writing to the owner and delivering up the equipment to the owner at Subfrantic or at such other address as the owner may have previously specified in writing and upon the expiration of such notice and such delivery being made the hiring shall come to an end but without prejudice to any pre-existing liability of the hirer hereunder and the hirer shall not be entitled to repayment of any sums previously paid by him to the owner under the terms of this agreement nor to any such credit allowance in respect of any such payments.

9.1 If the hirer shall make default in payment of any of the sums payable hereunder or shall fail to observe or perform any of the other terms and conditions of this agreement whether express or implied the owner may without prejudice to any pre-existing liability of the hirer to the owner by notice in writing served personally on the hirer or sent to him by prepaid post to or left at the hirer’s given, current, or last known business or private address determine this agreement and upon such notice being so served sent or left this agreement and the hiring thereby constituted shall for all purposes determine and thereafter the hirer shall no longer be in possession of the equipment with the owner’s consent and subject to the provision of clause 8 hereof and any pre-existing liability of the hirer hereafter neither party shall have any rights against the other.

9.2 If the hirer shall commit an act of bankruptcy or have a receiving order made against him or shall make any arrangement with his creditors or any assignment for the benefit of such creditors or if distress or execution shall be levied or threatened upon any of the hirer’s property or any judgement against the hirer shall remain unsatisfied for more than fourteen days or if the hirer shall abandon the equipment then this agreement shall automatically and without notice determine and thereupon the hirer shall cease to be in possession of the equipment with the owner’s consent and subject to any pre-existing liability of the hirer hereunder neither party shall have any rights against the other.

10 Upon the termination of this agreement pursuant to clauses 8 and 9 hereof the owner may without notice retake possession of the equipment and may for that purpose by himself, his servants or his agents without previous notice enter upon any land or premises on or in which the equipment or any of it is or is believed by the owner to be situated.

11 The equipment shall remain the property of the owner and nothing contained in this agreement shall confer or be deemed to confer any interest in the equipment on the hirer.

12 The hirer shall take the equipment in the condition in which it is at the date of this agreement and the owner does not in any way represent or warrant that the equipment is of merchantable or suitable or fit for the particular or any purpose for which it is or may be required.

13 No liability shall attach to the owner either in contractor in tort for loss injury or injury damage howsoever sustained by reason of any deficit in the equipment whether such defect be latent or apparent on examination or without prejudice to the generality of the forgoing in the operation setting up packing away moving transporting or any like manner where by reason of the presence of the equipment any loss injury or damage shall be sustained.

14 Any notice given to the hirer under this agreement shall be validly given if served by any of the methods specified in clause 9.1 hereof and shall if sent by post be conclusively deemed to have been received by the hirer within forty-eight hours after the time of posting.

15 Where the owner shall supply an operator with the equipment for any purpose whatsoever including instructing the hirer in the use of the equipment such operator shall be deemed to be the agent servant or employee of the hirer and not the owner and the owner shall not be liable for any act error or omission of the operator howsoever caused.

16.1 The hirer assumes responsibility for any licenses required to use the owner’s equipment for their event. This includes (but is not limited to) radio frequency licensing and public entertainment licensing,

16.2 The hirer will agree to adhere to any guidelines or conditions of any licenses granted in relation to their event so as to ensure the safety of the equipment hired.

16.3 The hirer will agree to adhere to the guidelines or instructions of any regulatory or enforcement body including the Council or Event appointed Health and Safety Officer, Environmental Health Officer, or the Police.

16.4 The hirer will indemnify the owner against any situations arising from the incorrect licensing of equipment or failure to adhere to any of the guidelines or instructions of the bodies mentioned in 16.2 and 16.3. This indemnity will cover both legal and fiscal ramifications of the hirer’s actions.

17 No relaxation delay forbearance or indulgence by the owner in enforcing any of the terms and conditions of this agreement or the granting of time by the owner to the hirer shall prejudice affect or restrict the rights and powers of the owner hereunder nor shall any waiver of any breach hereof operate as a waiver of subsequent or any continuing breach hereof. The owner will not waive (or be deemed to have waived) any rights under these conditions by accepting the return of equipment or repossessing the same.

18 Film, magnetic tapes, equipment, materials and property ostensibly belonging to the hirer in the possession or custody of or handled by the owner will be subject to a lien in favour of the owner for the general balance of all monies from time to time due to the owner from the hirer.

TERMS AND CONDITIONS FOR THE USE OF OUR STUDIOS

DEFINITIONS

“Agreement” means the agreement comprised in the Booking Form and these Conditions;

”Booking” means the hire of the Studio for the Period of Booking and subject to the other terms and conditions specified in the Booking Form;

“Booking Fee” means the fee payable by the Client to the Company for the Booking as specified in the Booking Form or if not specified then calculated in accordance with the Company’s published or usual scale of charges;

“Booking Form” means any written quotation given by the Company and accepted and agreed to and signed by the Client (to be deemed accepted when work begins if no prior acceptance is received by the Company) or the description of supply (but not any “terms and conditions”) contained in any written order of the Client accepted by the Company (to be deemed accepted when work begins if no prior acceptance is received by the Client);

“Client” means the person or company referred to in the Booking Form;

“Client’s Equipment” means equipment brought onto the Company’s premises by the Client, or the Client’s Personnel or any servant agent or contractor for and on behalf of the Client;

“Client’s Own Part Recorded Media” means the Client’s own recording media incorporating pre-recorded material including without limitation multi-track recording tape and computer software;

”Client’s Personnel” means persons invited by the Client to enter the Studio during the Booking;

“Client’s Recording” means a recording made before the Period of Booking which is delivered to the Company by the Client in connection with this Agreement;

“Company” means Subfrantic Limited;

“Conditions” means these conditions;

“Fee” means the Booking Fee;

“Master Recording” means the original recording produced for the Client in the course of the Booking on the media and in the format described in the Booking Form;

“Maximum Liability” means the maximum liability on the part of the Company to the Client arising under or in connection with this Agreement (in the aggregate for all potential claims by the Client) being the lesser of (i) £100; and (ii) the total amounts paid to the Company by the Client under this Agreement in the six months immediately preceding the initial notice of any claim;

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

“Period of Booking” means the period described as such in the Booking Form;

“Pre Production Master” means a Recording in form intended for mass production without further material change;

“Recording” means any single or multi-track audio and/or visual recording or data programming or derivative thereof or any one or more pieces of recorded sound or visual image recorded or used during the Booking including a Master Recording and a Pre Production Master or any Client’s Recording;

“Representatives” means the persons named in the Booking Form being authorised by the Client to instruct the Company on behalf of the Client;

“Session Footage” means all audio and or audio visual material documenting the progress and making of the Recording in the Studio during the Period of Booking;

“Studio” means the recording studio and the equipment specified in the Booking Form;

“Studio Building” means all parts of the building and premises in which the Studio is contained;

“Studio Breakdown” means a failure or breakdown or unavailability for any reason of the Studio which prevents the Client’s use thereof in accordance with the terms hereof;

“Trade Marks” means all Company owned and or controlled trade marks, logos and associated rights.

1. AGREEMENT

These Conditions alone are to apply to all facilities hired and work done by the Company for the Client
and shall prevail over any terms and conditions put forward by the Client.

2. STUDIO FACILITIES

2.1: The Company shall make the Studio and the Operators available to the Client for the Period
of Booking and shall produce the Master Recording at the direction and subject to the
monitoring and approval of the Client or the Representatives. The Client shall only permit
people directly involved in the Recordings to enter the Studio Building and only during the
Period of Booking. The Company reserves the right to require any person not so involved to
leave the Studio building.

2.2: The Client hereby acknowledges that it shall be responsible for:
(a) ensuring the suitability of the Studio for the Client’s purpose;
(b) ensuring that the Client’s Equipment shall be compatible with the Studio;
(c) the technical quality of any recording engineered by personnel provided by the Client;
(d) any problem or damage caused by use of Clients Own Part Recorded Media (including
any virus damage), and that accordingly the Company gives no warranty as to the
foregoing.

3. THE BOOKING FEE

3.1: For Clients with accounts with the Company, payment of the whole of the Booking Fee and
any other sums payable by the terms of this Agreement shall be due on the later of either
thirty (30) days of the Company’s invoice in respect of such monies, or on the first day of the
Period of Booking.

3.2: For all other Clients, and unless agreed otherwise with a Client and set out in the Booking
Form, the Booking Fee shall be payable in full upon receipt of the Company’s invoice for the
agreed Booking Fee.

3.3: Where agreed with the Client the Company may make additional charges for specific items
(including but not limited to overtime (charged at the our usual hourly rates from time to time
in force unless agreed otherwise by us in writing), taxi fares, materials and/or food), which
amounts will be payable in full by the Client on receipt of an invoice in respect of such
charges.

3.4: Unless payment is made by cash or has otherwise been agreed in writing by the parties, all
payments under this Agreement must be made by credit or debit card or BACS transfer.

3.5: Credit card payments are subject to a two percent (2%) surcharge on the transaction
amount, except for payments made using or via American Express which are subject to a
two point six percent (2.6%) surcharge on the transaction amount. International bank
transfers will be subject to an additional charge of £6.00 per transaction.

3.6: Provisions relating to credit and/or debit card payments:
(a) all Clients other than those with accounts with the Company are required to provide the
Company with the following credit or debit card details prior to the Company confirming
a Booking: name of the cardholder, the card number and expiry date. The Company
shall use these details solely for the purposes of confirming the identity of the Client,
checking credit, effecting payment to the Company and servicing the Client’s account;
(b) the Company will retain all credit or debit card details provided by a Client in a secure
environment for the purposes set out in Clause 3.6(a). This information will be used
retained and stored by the Company in compliance with all its statutory obligations
including, but not limited to, the Data Protection Act 1998 (as revised and amended).
Once the Company is in receipt of cleared payment of all the Fees from a Client, the
Company will permanently delete those of that Client’s credit card details that were
retained further to this Clause 3.6;
(c) Clients who do not provide credit card details will not be entitled to remove any
Materials (as defined below) or Recordings from the Studio until all fees and charges
payable further to this Agreement have been paid in full and received by the Company
as cleared funds;
(d) the Client is deemed to have authorised the settling of all outstanding charges and/or
the Booking Fee which can be processed by the Company using the credit or debit card
details held on file.

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

3.8: Subject to the Company exercising its discretion in accordance with Clause 3.9 hereof, the
Fee shall not be reduced on account of:
(a) the Client’s failure to use the Studio for any or all of the Period of Booking;
(b) the Client’s cancellation of the Booking or any part thereof.

3.9: In the event of the Client’s failure to use the Studio for any or all of the Period of Booking or
the Client’s cancellation of the Booking, the Company may, at its sole discretion and without
any obligation whatsoever, endeavour to make the Studio and Operators available for an
alternative booking. The Company shall deduct any monies received from such alternative
bookings (which, at the sole discretion of the Company, may be less than the Booking Fee)
against the Fee payable by the Client. The balance of the Fee shall be payable in
accordance with this Agreement.

4. THE CLIENT’S OWN MEDIA, PERSONNEL AND EQUIPMENT

4.1: The Client will be responsible for the integrity of the Client’s own media, including (without
limitation) hard drives and/or the Client’s Own Part Recorded Media (the “Media Materials”)
and the Company shall not be liable for any deficiency in or caused by such Media Materials.
The Client shall be responsible for backing up or creating safety duplicates of any Media Materials.

4.2: The Client hereby warrants undertakes and agrees that it shall procure that each of the
Client’s Personnel shall abide by the Studio’s rules, regulations and health and safety policy
and that it shall be responsible:
(a) for the actions of the Client’s Personnel upon the Company’s premises;
(b) for any and all injury, loss or damage to any person’s equipment or premises (including,
without limitation, the Studio’s equipment or premises) caused by any act or omission
of the Client’s Personnel, or as a result of any defect in or inappropriate specification of
the Client’s Equipment or the Media Materials generally;
(c) for the cost of the hire of any Client’s Equipment;
(d) for any costs and expenses incurred by the Company on behalf of the Client at the
Client’s request;
(e) for any and all loss or damage to the Client’s Equipment which shall be at the sole risk
of the Client.

4.3: The Client hereby warrants, undertakes and agrees that it shall maintain adequate insurance
cover with reputable insurers for the duration of the Period of Booking in respect of its
obligations under Clause 4.2 of these Conditions.

4.4: The Client shall vacate the Studio and remove all Client’s Equipment forthwith at the end of
the Period of Booking. The Company shall be entitled by 3 (three) months’ notice to the
Client to require the Client to collect the Client’s Equipment and in default of collection of the
Client’s Equipment on or before the expiration of the said period of notice, the Company
shall be entitled to destroy or otherwise dispose of the Client’s Equipment.

5. SOUND LEVELS

The Client hereby acknowledges that the Noise at Work Regulations 1989 have established that
prolonged exposure to high noise levels above 85 dB(A) may cause damage to hearing and that both
studios and studio users are required by law to keep exposures as low as reasonably practicable and
that accordingly:

5.1: The Client shall be responsible for noise levels within the Studio;

5.2: High noise levels shall not be sustained for long periods;

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

5.4: The Client shall follow the recommendations contained in the APRS leaflet “KEEP SOUND
LEVELS DOWN” (receipt of a copy of which the Client hereby acknowledges) and instruct
the Client’s Personnel to do the same.

6. RECORDINGS AND MATERIALS

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

6.2: After the Collection Date:
(a) notwithstanding any other provision contained within the Conditions the Materials shall
be held by the Company solely at the risk of the Client;
(b) the Client shall be liable to the Company for such reasonable charges as the Company
may raise against the Client for the continued storage of the Materials;
(c) the Company shall be entitled to serve notice on the Client requiring the Client to collect
the Materials within 3 (three) months of the date of such notice failing which the
Company shall be entitled to destroy or otherwise dispose of the Materials.

6.3: Notwithstanding any other provision contained within the Conditions until such time as the
Company shall be in receipt of cleared payment of the entire Fee the Company shall retain
legal title to the Materials which shall remain the property of the Company and the Company
shall be entitled to retain possession of all of the Materials.

6.4: Notwithstanding any other provision contained within the Conditions the Client hereby
acknowledges and agrees that all risk in the Materials when in transit or otherwise off the
Company’s premises shall vest in the Client.

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

7. INDEMNITY

The Client hereby covenants and undertakes to the Company that it shall indemnify the Company
against any injury, loss, damage, costs and/or expenses suffered by the Company arising from:

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

7.2: The Client’s making, use or exploitation of the Recordings;

7.3: The Client’s breach of any of the warranties, undertakings or agreements on its part to be
observed or performed by the terms of this Agreement;

7.4: Any loss or damage caused to the Company by the Client’s Own Part Recorded Media or the
Media Materials generally.

8. CONTENT OF RECORDING

8.1: The Client warrants that nothing whatsoever shall be included in the Recording (or any
software introduced by the Client) which constitutes a breach or infringement of any
copyright or which shall be in any way illegal, scandalous, obscene or libellous and the Client
will indemnify the Company against any liability in respect thereof and shall pay all costs and
expenses which may be incurred by the Company in reference to any such claim. The
indemnity shall extend to any amount paid on a lawyer’s advice in respect of any such claim.

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

9. STUDIO BREAKDOWN WARRANTY

9.1: Subject to Clause 9.2 of these Conditions, in the event of Studio Breakdown the Company
shall at its option either replace (as soon as can reasonably be arranged) the Studio facilities
to which the Client was entitled by the terms hereof and which have been lost as a result of
such Studio Breakdown or credit or refund to the Client the Booking Fee in respect of the
Booking and shall have no liability or obligation to the Client beyond these remedies.

9.2: In the event of a minor Studio Breakdown (being a Studio Breakdown lasting no longer than
2 hours) the Company may at its option and without any obligation whatsoever extend the
affected day by a corresponding time at no additional charge to the Client.

10. MASTER RECORDING WARRANTY

10.1: The Client shall promptly notify the Company in writing of any defect in or loss of or damage
to the Master Recording of which it is made aware whether as a result of any test carried out
by the Client pursuant to clause 3 or otherwise.

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

10.3: In the event that the Company is unable reasonably to effect such rectification or
replacement its liability in respect of any Master Recording shall be limited to the Maximum
Liability.

11. CLIENT’S RECORDINGS

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

12. TRADE MARKS

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

13. FILMING AND PHOTOGRAPHY RESTRICTIONS

13.1: The Client shall not and it shall procure that Client’s Representatives shall not photograph or
film any part of the Studio Buildings save as expressly provided in this Agreement.

13.2: The Client shall be permitted to photograph and/or record Session Footage within the Studio
solely for non-commercial, personal purposes PROVIDED THAT:
(a) the copyright and all related rights in and to the Session Footage shall vest in Company
and to the extent any such rights vest in Client, Client assigns all rights in the Session
Footage to the Company, whether vested, contingent or future; and
(b) Client hereby waives, and shall procure the waiver from Client’s Representative any
and all moral and or so-called “Performer’s” rights in the Session Footage; and
(c) the Client shall provide the Company with a copy of the Session Footage.
(d) In the event that Client or Client’s Representative either:
(e) wish to use the Session Footage for purposes not expressly permitted hereunder;
and/or
(f) wish to photograph and or film the whole or part of the Studio Building; and
(g) the Client puts any request to photograph, film and/or record Session Footage in writing
to Company.

14. COMPANY’S OVERALL LIABILITY

14.1: The Client acknowledges that its use of the Studio is entirely at its your sole risk. Under no
circumstances will the Company, its parents, subsidiaries, and affiliates, and their respective
owners, officers, managers, agents, and employees, be liable to a Client for any direct,
indirect, incidental, consequential, special, exemplary, or punitive damages or losses
(including without limitation loss of profits, goodwill, use, data, or other intangible losses),
whether based in contract, tort, strict liability, or otherwise, arising out of or in connection with
use of the Studio, whether or not the Company has been advised of the possibility of such
damages or loss. Such limitation of liability shall apply:
(a) whether the damages arise from use or misuse of the Studio (including such damages
incurred by third parties); and
(b) notwithstanding any failure of essential purpose of any limited remedy and to the fullest
extent permitted by law.

14.2: In the event that the Client shall actually suffer any loss or damage arising directly from the
negligence or breach of contract or of statutory duty of the Company then other than in
cases of death or personal injury the Company’s liability therefor shall be limited in any event
to the Maximum Liability in respect of the aggregate of all instances of such negligence
and/or breach arising out of the Company’s performance of its obligations under this
Agreement.

14.3: 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 or consequential loss or damage;
(b) economic loss including without limitation any loss of profits or goodwill or anticipated
savings;
arising from any fault in the Studio or any act or omission of the Company its servants or
agents in respect of this Agreement.

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

14.5: The Client accepts as reasonable that the Company’s total liability in respect of the Booking
shall be as set out in this Agreement: in fixing those limits the Client and the Company have
had regard to the price and nature of the Booking and the terms hereof, and the level of
expenses expected to be incurred by the Client in respect thereof and the resources
available to each party including insurance cover, to meet any liability.

14.6: WHERE THE BOOKING IS MADE BY A CONSUMER AS DEFINED IN THE SALE OF
GOODS ACT 1979, THE SUPPLY OF GOODS AND SERVICES ACT 1982, THE SALE
AND SUPPLY OF GOODS ACT 1994 OR THE FAIR TRADING ACT 1973 THE
STATUTORY RIGHTS OF THE CLIENT ARE NOT AFFECTED BY THESE CONDITIONS.

15. FORCE MAJEURE

Notwithstanding any other term of this Agreement the Company shall not be under any liability for any
failure to perform any of its obligations under this Agreement due to Force Majeure. Following
notification by the Company to the Client of such cause, the Company shall be allowed a reasonable
extension of time for the performance of its obligations. For the purpose of this Condition, ‘Force
Majeure’ means Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage,
insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or
measures of any kind on the part of any governmental, parliamentary or local authority; import or
export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes
(whether involving employees of the Company or of a third party); difficulties in obtaining raw
materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

16. MISCELLANEOUS

16.1: If there is an inconsistency between any of the provisions of these Conditions and the
provisions of the terms and conditions of the Studio, the provisions of these Conditions shall
prevail to the extent of such inconsistency.

16.2: If any provision(s) of this Agreement is/are held to be invalid or unenforceable, it/they will be
struck out and the other terms shall remain.

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

16.4: This Agreement constitutes the entire agreement between the parties and neither party shall
be bound by any other statement or representation made to the other.

16.5: No variation or amendment to this Agreement shall be effective unless made in writing and
signed by the parties hereto.

16.6: In the event that any part of this Agreement shall be held to be void, voidable or otherwise
unenforceable by a court of competent jurisdiction then the balance thereof shall remain in
full force and effect.

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

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

16.9: This Agreement shall be construed in accordance with the laws of England and Wales and
subject to the exclusive jurisdiction of the English Courts.