Bluebell Hill Studio Terms & Conditions

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 Bluebell Hill Studio for the

Booking as specified in the Booking Form or if not specified then calculated in

accordance with Bluebell Hill Studio’s published or usual scale of charges;

“Booking Form” means any written quotation given by Bluebell Hill Studio and

accepted and agreed to and signed by the Client (to be deemed accepted when work

begins if no prior acceptance is received by Bluebell Hill Studio) or the description of

supply (but not any “terms and conditions”) contained in any written order of the Client

accepted by Bluebell Hill Studio (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 Bluebell Hill Studio’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 Bluebell Hill Studio by the Client in

connection with this Agreement;

“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 Bluebell Hill Studio

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 Bluebell Hill Studio by the Client under this Agreement in the six months immediately

preceding the initial notice of any claim;

“Operators” means the staff of Bluebell Hill Studio 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 Bluebell Hill

Studio 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 Bluebell Hill Studio 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 Bluebell Hill

Studio for the Client

and shall prevail over any terms and conditions put forward by the Client.

The client understands that making payment accepts the T&C’s as stated on the invoice.

2. STUDIO FACILITIES

2.1: Bluebell Hill Studio 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. Bluebell Hill Studio 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;

(d) any problem or damage caused by use of Clients Own Part Recorded Media

(including

any virus damage), and that accordingly Bluebell Hill Studio gives no warranty as to the

foregoing.

2.3 Bluebell Hill Studios reserves the right to cancel the session without notice and

request client to vacate the property if at any time if they feel the studio or facilities are

not being used in an appropriate manor.

3. THE BOOKING FEE -

3.1 The invoice balance will be due before the start of the session unless otherwise

agreed.

3.2 Bluebell Hill Studios reserves the right to cancel or delay the session if the balance of

the invoice is not paid before the session start.

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 Bluebell Hill Studio 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 Bluebell Hill Studio’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;

(d) for any costs and expenses incurred by Bluebell Hill Studio 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. Bluebell Hill Studio 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, Bluebell Hill

Studio 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: Bluebell Hill Studio 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 Bluebell

Hill Studio 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 Bluebell Hill Studio’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 Bluebell Hill Studio solely at the risk of the Client;

(b) the Client shall be liable to Bluebell Hill Studio for such reasonable charges as

Bluebell Hill Studio may raise against the Client for the continued storage of the

Materials;

to collect

the Materials within 3 (three) months of the date of such notice failing which the

Bluebell Hill Studio 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

Bluebell Hill Studio shall be in receipt of cleared payment of the entire Fee Bluebell Hill

Studio shall retain legal title to the Materials which shall remain the property of Bluebell

Hill Studio and Bluebell Hill Studio 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

Bluebell Hill Studio’s premises shall vest in the Client.

6.5: Bluebell Hill Studio 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 Bluebell Hill Studio.

7. INDEMNITY

The Client hereby covenants and undertakes to Bluebell Hill Studio that it shall indemnify

Bluebell Hill Studio

against any injury, loss, damage, costs and/or expenses suffered by Bluebell Hill Studio

arising from: 7.1: The Client’s cancellation of the Booking including without limitation

any reasonable costs or expenses incurred by Bluebell Hill Studio 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 partto be observed or performed by the terms of this Agreement;

7.4: Any loss or damage caused to Bluebell Hill Studio 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

Client

will indemnify Bluebell Hill Studio against any liability in respect thereof and shall pay

all costs and expenses which may be incurred by Bluebell Hill Studio 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: Bluebell Hill Studio 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 Bluebell

Hill Studio 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) Bluebell Hill Studio 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 Bluebell Hill Studio 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: Bluebell Hill Studio 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 Bluebell

Hill Studio. 10.3: In the event that Bluebell Hill Studio 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 Bluebell Hill Studio, and that Bluebell Hill Studio’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 Bluebell Hill Studio 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 Bluebell

Hill Studio and to the extent any such rights vest in Client, Client assigns all rights in the

Session

Footage to Bluebell Hill Studio, 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

the event that Client or Client’s Representative either:

(e) wish to use the Session Footage for purposes not expressly permitted hereunder; and/

(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 Bluebell Hill Studio.

14. Bluebell Hill Studio’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 Bluebell Hill Studio, 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

withuse of the Studio, whether or not Bluebell Hill Studio 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 Bluebell Hill Studio then

other than in

cases of death or personal injury Bluebell Hill Studio’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 Bluebell Hill Studio’s performance of its obligations under

this

Agreement.

14.3: Notwithstanding any other provision contained within this Agreement Bluebell Hill

Studio 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 Bluebell Hill Studio its

servants or

agents in respect of this Agreement.

14.4: Bluebell Hill Studio’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 Bluebell Hill Studio’s total liability in respect

of the Booking shall be as set out in this Agreement: in fixing those limits the Client and

Bluebell Hill Studio 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 Bluebell Hill Studio 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 Bluebell Hill Studio to the Client of such cause, Bluebell Hill

Studio 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 Bluebell Hill Studio 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 Bluebell Hill Studio.

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.

17. ACCESS

17.1 Bluebell Hill Studios reserves the right to enter the property at any time. We will

request permission to enter the upstairs accommodation area and also the studio and

control room.

17.2 We are not required to request or achieve permission to enter the grounds or the

ground floor areas. We will give our clients as much privacy as possible, but will be in

most days to clean, service and maintain. This will be bought to the clients attention at the

start of the session to make suitable accessibility arrangements.

18. DAMAGE & THEFT

18.1 Any damage to any studio equipment or furniture within the property of the studio,

including the grounds, house and accommodation, which was deemed but the owner to be

caused directly or indirectly by the client, will be paid back in full by the client without

question. If the client is deemed irresponsible in terms of security (locking doors and windows at night ) resulting in any theft or damage to the studio equipment or property, the client will be responsible for paying for the damage or theft.

18.2 The client understands this is a residential property, and will adhere to the owners

request at sound levels and disturbance to residents during the session.

Bluebell Hill Studio Terms & Conditions

Blue Bell Hill Studios