Terms and Conditions for audio and video production
(where Sounds Visual Music Ltd is acting as the production company rather than supplying studio hire services)
In these terms and conditions (unless the context otherwise requires) the following expressions shall have these meanings:
(a) “The Company” means ” Sounds Visual Music Ltd”
(b)”The Client” means the person, firm or company contracting for the services of the Company.
2. CONSTRUCTION OF CONTRACT
These terms and conditions apply to any audio or video production work carried out by the Company for the Client.
3. TERMS OF PAYMENT AND VAT
Terms of payment are strictly 30 days from invoice date. E&OE applies to invoices and quotes. Pursuant to UK Late Payment Legislation the Company reserves the right to charge a late payment fee and statutory interest at the rate of 8% above base rate on all amounts outstanding for more than 30 days. All invoices to UK customers will have VAT added at the statutory rate.
4. CONFIDENTIAL INFORMATION
(a) The Company acknowledges its responsibility to treat in complete confidence all marketing and sales information and statistics which may be supplied by the Client to the Company.
(b) The Client acknowledges and agrees that any identifiable and original idea or concept presented by the Company in relation to any promotion or advertising campaign invented or developed by the Company shall be acknowledged as being available only for such promotion or campaign and shall not be used for any other purpose whatsoever without the Company’s express prior agreement in writing. Even when no promotion or campaign is agreed, the ideas and concepts presented to the Client shall remain strictly confidential and the property of the Company and shall not be used in any way, including communication to any third party, without the Company’s express prior consent.
5. NO LIABILITY
(a) The Company shall not be liable to the Client under any circumstances in respect of any claim for any loss of profits or other indirect consequences, whether arising from negligence, breach of contract or howsoever.
(b) The Company shall not be liable for any delay in, or omission of transmission or any error in any advertisement or publicity or promotional material prepared by the Company in the absence of any act, default, or negligence on the part of the Company which may have caused the same.
(c) The Client is responsible for the wording of any radio commercial instructed to be recorded by the Company and to ensure any script(s) meets the requirements of relevant UK advertising and commercial radio broadcasting regulations. The Company accepts no liability for any consequences arising out of the wording of the script.
6. INTELLECTUAL PROPERTY, COPYRIGHT & LICENSING
(a) Unless otherwise agreed, subject to 6(b) the entire copyright, sound recording right, performance right and all other rights, title and interest in any sound recording produced by the Company for the Client shall vest and be the absolute property of the Company throughout the World for the full period of copyright and the extensions or renewals, unless agreed in writing between the parties.
(b) Where the Client has provided third party material including audio, voice recordings, music, scripts and wording, to be included in a new audio production, the rights to the supplied material remain with the original rights owners. Subject to 6(g) the Company retains the copyright to any new sound recording using such supplied material.
For example: If the Client supplies a musical jingle to the Company and instructs the Company to make a new radio commercial using the supplied music, the rights to the supplied music remain with the original owners and the Company will own the rights to the new sound recording with the responsibility of the Client to ensure it has obtained the necessary permission and consent to instruct the Company. See 6(g)
(c) SCRIPTS AND WORDING
Unless otherwise agreed the copyright to all wording and scripting created by the Company remains with the Company and cannot be used by a third party without prior written agreement. For example – you can not take a script written and created by the Company and have it recorded and produced by another production company without prior agreement from the Company.
Where wording and scripts are supplied to the Company by the Client to be recorded see 6(g)
(d) MUSIC AND JINGLES
Unless otherwise agreed, the copyright and all rights to any music including sung jingles and sonic logos created by the Company remain with the Company. Any recordings made by the Company cannot be used by a different production company without prior written agreement of the Company and may be subject to a licensing fee. Any musical works produced by the Company which are supplied to broadcast stations by the Client for transmission, must be accompanied by a consignment note detailing the title of the work and the publisher / composer details in line with the broadcasters obligation to submit to the Performing Right Society the appropriate music details.
Where music, audio or video material are supplied to the Company by the Client to be included in a production see 6(g)
(e) SOUND RECORDING
The Company will supply to the Client a master copy of any radio commercials, music or audio produced for the Client. The Company will endeavour to archive a copy of such recordings but make no guarantee that the audio will be available to be supplied again at a later date. The Company shall not be liable to the Client in any respect if archives of previously recorded productions are no longer available.
(f) RADIO COMMERCIAL LICENSING
In line with industry practice all radio commercials are licensed for 12 months / 1 year usage on the agreed radio station(s). Further usage is subject to a relicensing fee payable by the Client.
(g) It is the Client’s responsibility to ensure that:
(i) all material supplied by the Client to be incorporated in any radio commercial or audio product, audio-visual product or any other product does not infringe the copyright or any other rights of any nature and including intellectual property rights of any third party; and
(ii) where the copyright or any other intellectual property right subsisting in the materials supplied, is not owned by the Client, the requisite licence and/or authorisation to use the relevant material has been obtained; and
(iii) all necessary consents and releases in relation to such material have been obtained, including any clearance required by RACC / Radio Centre.
(iv) when supplying music, track titles, images and/or text, author, publishing and composer details are identified.
(h) The Client indemnifies the Company and/or Jonathan Slatter against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company and/or Jonathan Slatter as a result of any breach by the Client of the terms and conditions set out herein and in particular, clause (g) above.
7. GOVERNING LAW
This agreement shall be governed and controlled in accordance with the Law of England and Wales the courts of which have exclusive jurisdiction.
Nothing herein shall betaken to imply that any further services shall be required to be performed by the Company hereunder.
Last updated May 2018