Terms and Conditions
1.1 The Company shall make the Studio and the Operators available to the Client for the Period of Booking. The Client acknowledges that only the Studio is available to hire pursuant to these terms and conditions and not the Premises as a whole.
1.2 The Client shall only permit persons directly involved in the Recordings to enter the Studio and the Premises. The Company reserves the right to require any person not directly involved in the Recordings to leave the Studio and the Premises.
1.3 The Company may access the Studio and the Premises at any time during the Period of Booking.
1.4 The Client shall vacate the Studio and the Premises and remove all of its possessions at the end of the Period of Booking. Any such possessions left at the Company’s Premises after the end of the Period of the Booking are at the risk of the Client, and the Company may destroy or dispose of such possessions from twenty-eight (28) days after the end of the Period of Booking.
1.5 The Client agrees and acknowledges that the Company has CCTV in operation at all times on its Premises and may be required to disclose any CCTV recordings to comply with applicable law.
1.6 The Client shall ensure that any person who is under 18 years’ old is accompanied by an adult at all times when in the Studio or on the Premises.
2.1 The Company shall produce the Master Recording at the direction, and subject to the approval, of the Client.
2.2 The Client is responsible for:
(a) the technical quality of any Recordings engineered by the Client; and
(b) backing up or creating duplicates of any Materials and the Client’s Media Materials.
2.3 The Company shall not be required to reproduce any matter which is or may be unlawful, illegal, scandalous, obscene or libellous (in the Company’s sole and absolute discretion).
3.1 The Client shall pay the Deposit in full and cleared funds at least five (5) business days prior to the first day of the Period of Booking.
3.2 The Company shall hold the Deposit until the later of:
(a) its receipt of payment in full and cleared funds of all amounts due and payable under this Agreement; and
(b) the end of the Period of Booking,
following which the Company shall refund the Deposit to the Client, subject to Clause 3.3 below.
3.3 The Company may use the Deposit to repair, replace or otherwise remedy any loss or damage caused by the Client to the Company’s equipment or the Premises (including the Studio and the Studio’s equipment), and any additional amounts required for such purpose shall paid in full and cleared funds by the Client within fourteen (14) days of written notice by the Company.
4. FEES AND CHARGES
4.1 The Client shall pay the Booking Fee in full and cleared funds at least five (5) business days prior to the first day of the Period of Booking.
4.2 The Booking 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; or
(b) the Client’s cancellation of any or all of the Booking.
4.3 Where agreed with the Client, the Company may make additional charges for any specific items (including overtime, taxi fares, food), and any such charges shall be paid in full and cleared funds by the Client within fourteen (14) days of written notice by the Company.
4.4 The Client shall be responsible and liable for any costs and expenses incurred by the Company on behalf of the Client at the Client’s request.
5. PAYMENT TERMS
5.1 All payments under this Agreement must be made by cheque, credit or debit card or by electronic transfer.
5.2 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.
5.3 Provisions relating to credit and/or debit card payments:
(a) the Client is required to provide the following details: name of the cardholder, the card number and expiry date;
(b) the Company will not confirm a Booking until such details are provided by the Client; and
(c) the Company is authorised to use such details to settle all outstanding amounts due and payable under this Agreement.
5.4 The Client shall be liable to pay interest on any overdue amounts calculated on the date when payment becomes due on a day to day basis until the date of payment in full at a rate of four per cent (4%) per annum above the base lending rate from time to time of Barclays Bank Plc, UK.
5.5 All amounts due and payable by the Client under this Agreement are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable.
6.1 The Company shall deliver the Recordings and any ancillary materials (together, “Materials”) to the Client by electronic transfer upon the later of:
(a) its receipt of payment in full and cleared funds of all amounts due and payable under this Agreement; and
(b) five (5) days from the end of the Period of Booking,
6.2 After the Delivery Date:
(a) the Company shall store the Materials for a period of twenty-eight (28) days from the Delivery Date (“Expiry Date”); and
(b) any Materials stored by the Company are at the risk of the Client.
6.3 The Client shall promptly notify the Company in writing of any loss or damage to the Master Recording before the Expiry Date, in which event the Company shall use its reasonable endeavours to repair or replace the Master Recording, provided that such loss or damage is due to the faulty materials or workmanship or the negligence of the Company.
6.4 Title in the Materials shall not pass from the Company to the Client until the Company has received payment in full and cleared funds of all amounts due and payable under this Agreement.
7.1 The Company may cancel this Agreement immediately by giving written notice to the Client if:
(a) the Client fails to pay the Deposit and/or the Booking Fee prior to the first day of the Period of Booking; or
(b) the Client commits a breach of any provision of this Agreement, including Clause 1(d) below.
7.2 In the event of a Studio Breakdown, the Company shall at its option either rearrange the Booking (as soon as can be reasonably re-arranged) or refund the Booking Fee to the Client, and the Company shall have no further liability to the Client.
7.3 In the event that the Client cancels the Booking:
(a) at least twenty-eight (28) days prior to the first day of the Period of Booking, the Company will refund the Booking Fee and the Deposit;
(b) between fourteen (14) days and twenty-seven (27) days prior to the first day of the Period of Booking, the Company will refund 50% of the Booking Fee and the Deposit; or
(c) thirteen (13) days or less prior to the first day of the Period of Booking, the Company will refund the Deposit only.
8. THE CLIENT’S OBLIGATIONS
8.1 The Client shall:
(a) comply with applicable law, including the Noise at Work Regulations 2005;
(b) comply with the Company’s rules, regulations and policies (including relating to noise, security or health and safety);
(c) comply with the Marshall Studio House Rules as set out at Schedule 3 below;
(d) maintain adequate insurance cover with reputable insurers against all risks associated with this Agreement;
(e) treat the Company’s personnel (including the Operators) with dignity, courtesy and respect at all times; and
(f) procure that the Client’s Personnel comply with this Agreement, including this Clause 8.
8.2 The Client acknowledges and agrees that:
(a) prolonged exposure to high noise levels may cause damage to hearing:
(b) it shall keep exposures as low as reasonably practicable;
(c) it shall not sustain high noise levels for long periods; and
(d) the Company reserves the right to take any action, without any liability, as it may deem appropriate to maintain tolerable noise levels in the Studio to comply with applicable law, including the Noise at Work Regulations 2005.
8.3 The Client shall be responsible and liable for:
(a) its use of the Studio;
(b) ensuring the Client’s Equipment is compatible with the Studio;
(c) ensuring the Client’s Equipment is safe;
(d) testing the Client’s Equipment (including portable compliance tests (“PATs”)), and the Company reserves the right to perform PATs on the Client’s Equipment;
(e) the noise levels in the Studio;
(f) the Client’s Personnel, the Client’s Equipment and the Client’s Media Materials;
(g) any charges that the Company incurs on behalf of the Client (including accommodation, travel and subsistence) or the cost of any consumables and ancillaries (including guitar strings, drum heads), unless otherwise agreed with the Company;
(h) any of the Client’s possessions left on the Premises during or after the Period of the Booking;
(i) any of the Materials stored by the Company after the Delivery Date;
(j) any injury, loss or damage (including any virus damage) caused to any person, premises or equipment (including the P and equipment, the Studio and the Studio’s equipment) by the Client (including by the Client’s Personnel, the Client’s Equipment or the Client’s Media Materials); or
(k) any other costs, expenses, claims, liabilities, fines, penalties, damages or other expenses arising out of or in connection with this Agreement, including Clauses 1 and 8.2 above.
8.4 The Client shall indemnify the Company from and against any injury, losses, damages, liabilities, claims, costs and/or expenses suffered or incurred by the Company arising out of or in connection with:
(a) the Client’s cancellation of any or all of the Booking less than fourteen (14) days prior to the Period of the Booking;
(b) the Recordings, including the making, use and exploitation of the Recordings;
(c) the Client’s Personnel, the Client’s Equipment and the Client’s Media Materials;
(d) any injury, loss or damage (including any virus damage) caused to any person, premises or equipment (including the Premises and equipment, Studio and the Studio’s equipment) by the Client (including by the Client’s Representatives, the Client’s Equipment or the Client’s Media Materials); and
(e) the Client’s breach of any provision of this Agreement, including this Clause 8.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The Client shall not use the Trade Marks unless expressly authorized in writing by Company.
9.2 The Client shall not photograph or film any part of the Studio, save as set out in Clause 3 below or as otherwise agreed in writing in advance with the Company.
9.3 The Client may photograph and/or film Session Footage in the Studio solely for non-commercial and personal purposes, provided that:
(a) the Session Footage does not expose the Company or the Marshall brand generally to any disrepute, contempt, scandal, ridicule or otherwise shock, insult or offend the public;
(b) the Client provides the Company with a copy of the Session Footage;
(c) the copyright and all related rights in and to the Session Footage vest in the Company;
(d) the Client waives any and all moral rights or any similar rights in and to the Session Footage; and
(e) to the extent any intellectual property rights in and to the Session Footage vest in the Client, the Client assigns any such rights to the Company.
10. DATA PROTECTION
The Company will collect and process the Client’s personal data in accordance with the Privacy Notice below.
11. LIMITATION OF LIABILITY
11.1 The Client acknowledges and agrees that:
(a) its use of the Studio is entirely at its own risk; and
(b) this Clause 11 is reasonable, having regard to factors including the price and nature of the Booking, the resources and insurance available to each party, the level of expenses expected to be incurred by each party, and the provisions of this Agreement.
11.2 The Company’s total liability arising under or in connection with this Agreement for all potential or actual claims by the Client shall be limited to the Maximum Liability.
11.3 The Company shall not be liable for any delay, inability or failure to perform any of its obligations under this Agreement due to Force Majeure.
11.4 The Company shall not be liable to the Client for any direct, indirect, consequential, special, exemplary or punitive loss, damage and/or expense whatsoever (including any loss of profit, revenue, savings or any other financial or economic losses and any loss of data or any other intangible losses) howsoever such loss, damage and/or expense may arise, to the fullest extent permitted by applicable law.
11.5 Any warranties, representations, conditions, obligations, undertakings or terms, whether implied by statute or common law or otherwise, are excluded to the fullest extent permitted by applicable law.
11.6 Nothing in this Agreement shall limit the liability of the Company for death or personal injury caused by negligence and/or any other liability that cannot be excluded or limited by applicable law.
12.1 This Agreement, together with any terms and conditions on the Company's invoices, replaces, supersedes and extinguishes any and all prior and contemporaneous communications, arrangements and agreements (verbal or written), and constitutes the entire agreement between the parties, with respect to its subject matter.
12.2 Any notice required to be given for the purposes of this Agreement shall be given in writing by hand or registered delivery to the address at the top of this Agreement or such other address as may be notified (in accordance with this Clause 2). Any notice shall be deemed to have been served (a) if by hand, at the time of delivery; or (c) if by registered delivery, five (5) business days following the date of dispatch.
12.3 The Company may amend this Agreement at any time by written notice to the Client..
12.4 The Client may not, without the Company's prior written consent, transfer, assign, subcontract or otherwise deal in any way with the whole or any part of this Agreement or any of its interest, rights or obligations under this Agreement.
12.5 This Agreement does not confer any rights on any person who is not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999.
12.6 In the event that any provision (or part thereof) of this Agreement is held to be unenforceable, invalid or illegal by any court or authority of competent jurisdiction, this shall not affect the enforceability, validity and legality of the remaining provisions of this Agreement, and such provision (or part thereof) shall be severable from this Agreement.
12.7 No waiver by the Company of any breach of this Agreement shall be a waiver of any subsequent breach of this Agreement, and any failure or delay to exercise a right, power or remedy provided by this Agreement or by applicable law shall not be a waiver of such right, power or remedy.
12.8 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement.