TERMS AND CONDITIONS

Definitions “StudioToy” means the recording studio owned by the Company located at 3 Beresford Road Lane, Cardiff CF24 1QU. "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 StudioToy 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 StudioToy and accepted by the Client (to be deemed accepted when work begins if no prior acceptance is received by the Company) or the description of supply (but not any "terms and conditions") contained in any written 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" "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 Dan Humphries trading as StudioToy "Conditions" means these conditions "Fees" means the Booking Fee and the Post Production Work Fee “Mastering” means the processing by the Company of Recordings in accordance with the description in the Booking Form. "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 being £5,000 "Operators" means the staff or subcontractors named as such in the booking form "Period of Booking" means the period described as such in the Booking Form "Post Production Work" means the processing by the Company of Recordings in accordance with the description in the Booking Form "Post Production Work Fee" means the processing by the Company of Recordings in accordance with the description 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 or which is the subject of Post Production Work 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 in respect of the Company's provision of the Post Production Work. “Session Footage” dimeans all audio and or audio visual material documenting the progress and making of the Recording in the Studio during the Booking Period. "Studio" means the recording studio and the equipment specified in the Booking Form “Studio Building” means all parts of the StudioToy building and premises including the Studio. "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 “Work Product” means the Master Recording, Pre-Production Master or Client Recording delivered to the Client by the Company which has been the subject of recording, Mastering, Post-Production Work, 1. AGREEMENT These Terms and 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 unless otherwise expressly agreed in writing by Company. The Client may only book the Studio for the purpose of instructing the Company to make and deliver the Work Product in accordance with the Agreement and not for any other purpose unless otherwise expressly agreed in writing by Company. 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 Booking Period. 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: 2.2.1 ensuring the suitability of the Studio for the Client's purpose 2.2.2 ensuring that the Client's Equipment shall be compatible with the Studio 2.2.3 the technical quality of any recording engineered by personnel provided by the Client 2.2.4 any problem or damage caused by use of Clients Own Part Recorded Media (including any virus damage) 2.2.5 any acts and omissions of the Representatives as if those acts and omissions were its own, and that accordingly the Company gives no warranty as to the foregoing 3. THE FEES 3.1 The Client shall pay the whole of the Fees on or before the end of the agreed booking period as specified on the booking form. If a payment schedule has been agreed such as ’30 days from invoice’ an account will have been created and these particulars will be detailed on the booking form. 3.2 The Client shall be liable to pay a cancellation fee calculated in the following manner: 3.2.1 25% per day of the agreed per day fee for any days cancelled ahead of the booking but not within one week of the booking 3.2.2 50% per day of the agreed per day fee for any days cancelled inside one week of the booking 3.3 During the booking period the Fees shall not be reduced on account of: 3.3.1 the Client's failure to use the Studio for any or all of the Period of the Booking 3.3.2 the Client's cancellation of the Booking or any part thereof. 4. THE CLIENT'S OWN MEDIA, PERSONNEL AND EQUIPMENT 4.1 The Company will supply all blank media for recording. 4.2 The Client will be responsible for the integrity of the Client's Own Part Recorded Media and the Company shall not be liable for any deficiency in or caused by such Media. 4.3 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: 4.3.1 for the actions of the Client's Personnel upon the Company's premises 4.3.2 for any and all injury, loss or damage to any person's equipment or premises caused by any act or omission of the Client's Personnel, or as a result of any defect in or inappropriate specification of the Client's Equipment or the Client's Own Media 4.3.3 for the cost of the hire of any Client's Equipment 4.3.4 for any costs and expenses incurred by the Company on behalf of the Client at the Client's request 4.3.5 for any and all loss or damage to the Client's Equipment, which shall be at the sole risk of the Client 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: 6.2.1 notwithstanding any other provision contained within the Conditions the Materials shall be held by the Company solely at the risk of the Client 6.2.2 the Client shall be liable to the Company for such reasonable charges as the Company may raise against the Client for the continued storage of the Materials 6.2.3 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 the foregoing until such time as the Company shall be in receipt of cleared payment of all the Fees: 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. CONTENT OF RECORDING AND RESTRICTIONS 7.1 The Client warrants that nothing whatever 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. 7.2 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. 8. STUDIO BREAKDOWN WARRANTY In the event of Studio Breakdown the Company shall at its option either replace (as soon as can reasonably be arranged) the Studio facilities to which the Client was entitled by the terms hereof and which have been lost as a result of such Studio Breakdown or credit or refund to the Client the Booking Fee in respect of the Booking and shall have no liability or obligation to the Client beyond these remedies. 9. 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. 10. COMPANY'S OVERALL LIABILITY 10.1 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 therefore 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 10.2 Notwithstanding any other provision contained within this Agreement the Company shall not be liable to the Client or the Client's Personnel for any: 10.2.1 indirect or consequential loss or damage 10.2.2 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 10.3 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. 10.4 The Client accepts as reasonable that the Company's total liability in respect of the Booking and/or the Post Production Work 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 Post Production Work and the terms hereof, and the level of expenses expected to be incurred by the Client in respect thereof and the resources available to each party including insurance cover, to meet any liability. 10.5 WHERE THE BOOKING IS MADE BY A CONSUMER AS DEFINED IN THE SALE OF GOODS ACT 1979, THE SUPPLY OF GOODS AND SERVICES ACT 1982, THE 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. 11. 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 12. MISCELLANEOUS 12.1 The Client shall procure that neither the Client nor any of the Client's Personnel shall be held out as an agent of or pledge the credit of the Company 12.2 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 12.3 No variation or amendment to this Agreement shall be effective unless made in writing and signed by the parties hereto 12.4 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 12.5 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. 12.6 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. 12.7 This agreement shall be construed in accordance with the laws of England and Wales and subject to the exclusive jurisdiction of the English Courts.