Terms and Conditions of Business of Songseekers International Limited 2012 (Trading as soundlounge)

1. Interpretation

1.1. In these conditions:

“Client” means the person to whom Services are to be provided by soundlounge;

“Licence” means a licence between a Rights Owner and a Client in respect of the copyright in a musical work or sound recording;

“Rights Owner” means the owner of copyright in a musical work or sound recording;

“Services” means those services which soundlounge agrees in writing to supply to the Client;

“soundlounge” means Songseekers International Limited, a company registered in England and Wales, registered under number 02144034 and whose registered office is at 49 Essex Road, Chingford, London E4 6DG;

“Supplier” means any third party supplier of services associated with music production;

1.2. The headings in these Terms are for convenience only and shall not affect their interpretation.

Application of Terms

2.1. All Services supplied by soundlounge to Clients are supplied on the following Terms and Conditions. These Terms and Conditions shall also apply, where expressly stated, to any dealings we have with Rights Owners.

2.2. No employee of soundlounge nor any person acting or purporting to act on its behalf has any authority to supply Services on any other terms or to make representations concerning the Services so as to vary these Terms and Conditions in any way whatsoever save as agreed in writing by a director of soundlounge.

2.3. By submitting a request or enquiry to soundlounge for any Services (in the case of a Client) or a costs estimate or quotation (in the case of a Rights Owner), whether verbally or in writing, the Client or Rights Owner (as the case may be) agrees to be bound by these Terms and Conditions.

3. Fees

3.1. All fees for the provision of Services will be quoted to the Client in writing prior to commencement of work. If the Client instructs soundlounge to proceed with work, verbally or in writing, following receipt of soundlounge’s fee quote, the Client will be bound to pay the quoted fee.

3.2. All fees are exclusive of VAT.

3.3. Disbursements:

3.3.1. courier charges, downloads and overseas’ telephone calls may be charged irrespective of whether prior notice of the same has been given to the Client prior to their being incurred.

3.3.2. Equipment hire, venues, travel expenses and accommodation. will be quoted in writing and agreed prior to any costs being incurred.

3.4. All invoices shall be paid in full without any deduction, set-off or withholding whatsoever within 14 days of issue save that where the Services comprise the negotiation of a licence or renewal of the same, the fee shall be payable on or before the date upon which payment becomes due under the Licence Agreement defined as the first usage or date of first transmission/broadcast or option extension, variation or renewal of existing Licence Agreement, as applicable (if earlier than the fourteen day period as aforesaid).

3.5. soundlounge reserves the right to charge interest at the rate of 5% per annum over the base rate of National Westminster Bank Plc from time to time on the balance of any invoice outstanding after this 14 day period until the date of payment.

3.6. In the event that payment of any invoice is outstanding from the due date for payment, soundlounge reserves the right to withdraw or suspend any further provision of Services until payment in full of such invoice.

4. Restrictions

4.1. In return for the supply of Services by soundlounge, the following restrictions shall apply unless soundlounge has confirmed in writing that the same shall not apply:

4.1.1. Where the Services comprise researching, negotiating and/or concluding a Licence in respect of a particular published copyright or master sound recording, Client agrees that it will not approach the Rights Owners of such published copyright/ master sound recording within twenty-four months of the Client’s preliminary enquiry to soundlounge requesting that soundlounge carry out research in respect of such copyright or master sound recording, whether directly or indirectly, and whether on its own behalf or on behalf of any other person, firm or company, with a view to negotiating a licence agreement or variation or extension or renewal thereof;

4.1.2. Where the Services comprise music production, Client agrees that it will not within twenty-four months of the Client’s preliminary enquiry to soundlounge in respect of such Services, approach any third party Supplier whether directly or indirectly, and whether on its own behalf or on behalf of any other person, firm or company, with a view to negotiating procurement of music production services direct with such Supplier.

4.2. Where, in breach of the restrictions set out in paragraph 4.1 above:

4.2.1. Any Licence for copyright material or master sound recording has been entered into by the Client, by a third party at its direction, by a third party connected with the Client as defined by S.839 of ICTA or by a third party on whose behalf the Client is or has been acting, the Licence shall be deemed to have been negotiated by soundlounge and the Client agrees to pay soundlounge a fee in respect of such Licence equivalent to the fee originally quoted to the Client for negotiating the Licence pursuant to paragraph 3.1 above (or, if no fee was quoted, then soundlounge’s usual fee in respect of this Service) and the provisions of paragraph 3 shall otherwise apply to this fee.

4.2.2. Any agreement or extension or renewal or variation of any Licence or production agreement or contract for an event, sponsorship or similar agreement has been entered into by the Client, by a third party at its direction, by a third party connected with it as defined by S.839 of ICTA or by a third party on whose behalf it is or has been acting, the same shall be deemed to have been negotiated by soundlounge and the Cleint agrees to pay soundlounge a fee equivalent to that originally quoted to the Client pursuant to paragraph 3.1 above (or, if no fee was quoted, then soundlounge’s usual fee in respect of this Service) and the provisions of paragraph 3 shall otherwise apply to this fee.

5. Confidentiality

5.1. You agree to keep confidential and not disclose information provided to you by soundlounge pursuant to these Terms and Conditions save for information within the public domain at the date it is provided by soundlounge or which comes into the public domain at any time in the future.

6. Warranties and Liability

6.1. soundlounge shall supply its Services to Clients with all reasonable care and skill and as far as reasonably possible within the times agreed in writing by soundlounge.

6.2. The Client shall supply soundlounge with all necessary information relating to its requirements for research services and Licence agreements and invoices including but not limited to territory, term, rights, media, length of commercial, number of executions and cut-downs. The Client will be responsible for the accuracy and completeness of all information supplied by it to soundlounge. soundlounge shall have no liability to the Client for any loss, damage, costs, expenses or demands or other claims for compensation arising from information which is incomplete, incorrect, inaccurate, illegible, out of sequence, in the wrong form or arising from its late arrival or non-arrival or any other fault of the Client. The Client agrees to indemnify soundlounge in respect of any third party losses, damage, costs, expenses or other demands or claims arising from such circumstances.

6.3. Except in respect of death or personal injury caused by soundlounge’s negligence or as expressly provided by these Terms, soundlounge shall have no liability whatsoever to Clients by reason of any representation (unless fraudulent) or negligence (gross negligence excepted) or any implied warranty, condition or other term, or any duty at common law (fraud excepted). Under no circumstances shall soundlounge be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by soundlounge, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client. In any event (but without prejudice to the generality of the foregoing) the entire liability of soundlounge shall be limited to the amount of any fee payable to soundlounge for such Services. Further soundlounge shall have no liability for any delay, variation or failure to supply the Services if the delay variation or failure was due to any cause beyond soundlounge’s reasonable control or the Client’s failure to comply fully with paragraph 6.2 above.

Copyright and Negotiations with Rights Owners

7.1. No assumption should be made that copyright material is in the public domain or that any service, production, artist, sponsorship etc is available unless soundlounge give you formal written notice to that effect.

7.2. Unless soundlounge agree in writing to undertake responsibility for copyright clearances, the Client is fully responsible for verifying that copyright vests in the correct contracting party and that entering into any contract will not infringe third party copyright. Unless soundlounge is instructed in the production of a new master sound recording, any re-recording restrictions or sample clearances or similar are the sole responsibility of the Client unless soundlounge agrees in writing to take responsibility for the same. Further, where ‘reference’ tracks are provided by the Client, commissioning agency or any third party appointed to supervise the production of a musical recording, soundlounge may, without being under any obligation to do so, notify you in writing of the level of risk of potential infringement in creating a ‘new/original’ master sound recording. Whether notified or not, it shall be the Client’s sole responsibility to determine the level of risk and soundlounge will in no circumstances be responsible if the final master sound recording is subsequently found to infringe copyright. Where soundlounge undertakes responsibility for copyright issues, soundlounge will have no liability whatsoever (fraud and gross negligence on its part excepted) for any claims or demands made against Clients for liabilities or losses arising out of any infringement of third party rights in respect of the use or licence of music which soundlounge believed in good faith could be used or licensed free of any such claims, demands, liabilities or losses and the Client agrees to indemnify soundlounge for any claims, demands, liabilities or losses by third parties arising out of the Client’s infringement of third party rights associated with the supply of the Services. Clients agree to indemnify soundlounge against all claims, demands, actions, proceedings, damages, costs or expenses arising out of any third party action following Client’s failure to undertake their responsibilities hereunder.

7.3. Unless soundlounge agrees in writing to the contrary, even where soundlounge assists in negotiating the same, soundlounge shall have no responsibility for advising on the terms or legal effect of proposed contracts between Clients and third parties including Rights Owners and the Client is solely responsible for ensuring the terms are suitable for its purposes. Clients must comply at all times with the individual terms and conditions of business of all Rights Owners, content providers and any other third parties with whom they enter into an agreement. soundlounge will not be held responsible for any non-adherence with such terms and conditions.

8. General

8.1. Clients agree that soundlounge may publicise the work carried out in any external PR activity/music profiling related to the Services.

8.2. If any provision of these Terms and Conditions are held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.

8.3. A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

8.4. No failure or delay by either party in exercising any of its legal rights shall be deemed to be a waiver of that right and no waiver by either party of any breach of contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

8.5. These Terms and Conditions of Business shall be construed in accordance with and governed by the Laws of England and Wales. It is agreed that the High Court of Justice shall have exclusive jurisdiction to deal with all disputes or differences arising out of or related to your contract with soundlounge and in respect of these Terms and Conditions. If you are neither resident nor domiciled in England and Wales, you hereby agree that any court proceedings may be served upon you by facsimile to the facsimile number which you provide to us from time to time as your principal business facsimile machine.

1.2. The headings in these Terms are for convenience only and shall not affect their interpretation.

Application of Terms

2.1. All Services supplied by soundlounge to Clients are supplied on the following Terms and Conditions. These Terms and Conditions shall also apply, where expressly stated, to any dealings we have with Rights Owners.

2.2. No employee of soundlounge nor any person acting or purporting to act on its behalf has any authority to supply Services on any other terms or to make representations concerning the Services so as to vary these Terms and Conditions in any way whatsoever save as agreed in writing by a director of soundlounge.

2.3. By submitting a request or enquiry to soundlounge for any Services (in the case of a Client) or a costs estimate or quotation (in the case of a Rights Owner), whether verbally or in writing, the Client or Rights Owner (as the case may be) agrees to be bound by these Terms and Conditions.

3. Fees

3.1. All fees for the provision of Services will be quoted to the Client in writing prior to commencement of work. If the Client instructs soundlounge to proceed with work, verbally or in writing, following receipt of soundlounge’s fee quote, the Client will be bound to pay the quoted fee.

3.2. All fees are exclusive of VAT.

3.3. Disbursements:

3.3.1. courier charges, downloads and overseas’ telephone calls may be charged irrespective of whether prior notice of the same has been given to the Client prior to their being incurred.

3.3.2. Equipment hire, venues, travel expenses and accommodation. will be quoted in writing and agreed prior to any costs being incurred.

3.4. All invoices shall be paid in full without any deduction, set-off or withholding whatsoever within 14 days of issue save that where the Services comprise the negotiation of a licence or renewal of the same, the fee shall be payable on or before the date upon which payment becomes due under the Licence Agreement defined as the first usage or date of first transmission/broadcast or option extension, variation or renewal of existing Licence Agreement, as applicable (if earlier than the fourteen day period as aforesaid).

3.5. soundlounge reserves the right to charge interest at the rate of 5% per annum over the base rate of National Westminster Bank Plc from time to time on the balance of any invoice outstanding after this 14 day period until the date of payment.

3.6. In the event that payment of any invoice is outstanding from the due date for payment, soundlounge reserves the right to withdraw or suspend any further provision of Services until payment in full of such invoice.

4. Restrictions

4.1. In return for the supply of Services by soundlounge, the following restrictions shall apply unless soundlounge has confirmed in writing that the same shall not apply:

4.1.1. Where the Services comprise researching, negotiating and/or concluding a Licence in respect of a particular published copyright or master sound recording, Client agrees that it will not approach the Rights Owners of such published copyright/ master sound recording within twenty-four months of the Client’s preliminary enquiry to soundlounge requesting that soundlounge carry out research in respect of such copyright or master sound recording, whether directly or indirectly, and whether on its own behalf or on behalf of any other person, firm or company, with a view to negotiating a licence agreement or variation or extension or renewal thereof;

4.1.2. Where the Services comprise music production, Client agrees that it will not within twenty-four months of the Client’s preliminary enquiry to soundlounge in respect of such Services, approach any third party Supplier whether directly or indirectly, and whether on its own behalf or on behalf of any other person, firm or company, with a view to negotiating procurement of music production services direct with such Supplier.

4.2. Where, in breach of the restrictions set out in paragraph 4.1 above:

4.2.1. Any Licence for copyright material or master sound recording has been entered into by the Client, by a third party at its direction, by a third party connected with the Client as defined by S.839 of ICTA or by a third party on whose behalf the Client is or has been acting, the Licence shall be deemed to have been negotiated by soundlounge and the Client agrees to pay soundlounge a fee in respect of such Licence equivalent to the fee originally quoted to the Client for negotiating the Licence pursuant to paragraph 3.1 above (or, if no fee was quoted, then soundlounge’s usual fee in respect of this Service) and the provisions of paragraph 3 shall otherwise apply to this fee.

4.2.2. Any agreement or extension or renewal or variation of any Licence or production agreement or contract for an event, sponsorship or similar agreement has been entered into by the Client, by a third party at its direction, by a third party connected with it as defined by S.839 of ICTA or by a third party on whose behalf it is or has been acting, the same shall be deemed to have been negotiated by soundlounge and the Cleint agrees to pay soundlounge a fee equivalent to that originally quoted to the Client pursuant to paragraph 3.1 above (or, if no fee was quoted, then soundlounge’s usual fee in respect of this Service) and the provisions of paragraph 3 shall otherwise apply to this fee.

5. Confidentiality

5.1. You agree to keep confidential and not disclose information provided to you by soundlounge pursuant to these Terms and Conditions save for information within the public domain at the date it is provided by soundlounge or which comes into the public domain at any time in the future.

6. Warranties and Liability

6.1. soundlounge shall supply its Services to Clients with all reasonable care and skill and as far as reasonably possible within the times agreed in writing by soundlounge.

6.2. The Client shall supply soundlounge with all necessary information relating to its requirements for research services and Licence agreements and invoices including but not limited to territory, term, rights, media, length of commercial, number of executions and cut-downs. The Client will be responsible for the accuracy and completeness of all information supplied by it to soundlounge. soundlounge shall have no liability to the Client for any loss, damage, costs, expenses or demands or other claims for compensation arising from information which is incomplete, incorrect, inaccurate, illegible, out of sequence, in the wrong form or arising from its late arrival or non-arrival or any other fault of the Client. The Client agrees to indemnify soundlounge in respect of any third party losses, damage, costs, expenses or other demands or claims arising from such circumstances.

6.3. Except in respect of death or personal injury caused by soundlounge’s negligence or as expressly provided by these Terms, soundlounge shall have no liability whatsoever to Clients by reason of any representation (unless fraudulent) or negligence (gross negligence excepted) or any implied warranty, condition or other term, or any duty at common law (fraud excepted). Under no circumstances shall soundlounge be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by soundlounge, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client. In any event (but without prejudice to the generality of the foregoing) the entire liability of soundlounge shall be limited to the amount of any fee payable to soundlounge for such Services. Further soundlounge shall have no liability for any delay, variation or failure to supply the Services if the delay variation or failure was due to any cause beyond soundlounge’s reasonable control or the Client’s failure to comply fully with paragraph 6.2 above.

Copyright and Negotiations with Rights Owners

7.1. No assumption should be made that copyright material is in the public domain or that any service, production, artist, sponsorship etc is available unless soundlounge give you formal written notice to that effect.

7.2. Unless soundlounge agree in writing to undertake responsibility for copyright clearances, the Client is fully responsible for verifying that copyright vests in the correct contracting party and that entering into any contract will not infringe third party copyright. Unless soundlounge is instructed in the production of a new master sound recording, any re-recording restrictions or sample clearances or similar are the sole responsibility of the Client unless soundlounge agrees in writing to take responsibility for the same. Further, where ‘reference’ tracks are provided by the Client, commissioning agency or any third party appointed to supervise the production of a musical recording, soundlounge may, without being under any obligation to do so, notify you in writing of the level of risk of potential infringement in creating a ‘new/original’ master sound recording. Whether notified or not, it shall be the Client’s sole responsibility to determine the level of risk and soundlounge will in no circumstances be responsible if the final master sound recording is subsequently found to infringe copyright. Where soundlounge undertakes responsibility for copyright issues, soundlounge will have no liability whatsoever (fraud and gross negligence on its part excepted) for any claims or demands made against Clients for liabilities or losses arising out of any infringement of third party rights in respect of the use or licence of music which soundlounge believed in good faith could be used or licensed free of any such claims, demands, liabilities or losses and the Client agrees to indemnify soundlounge for any claims, demands, liabilities or losses by third parties arising out of the Client’s infringement of third party rights associated with the supply of the Services. Clients agree to indemnify soundlounge against all claims, demands, actions, proceedings, damages, costs or expenses arising out of any third party action following Client’s failure to undertake their responsibilities hereunder.

7.3. Unless soundlounge agrees in writing to the contrary, even where soundlounge assists in negotiating the same, soundlounge shall have no responsibility for advising on the terms or legal effect of proposed contracts between Clients and third parties including Rights Owners and the Client is solely responsible for ensuring the terms are suitable for its purposes. Clients must comply at all times with the individual terms and conditions of business of all Rights Owners, content providers and any other third parties with whom they enter into an agreement. soundlounge will not be held responsible for any non-adherence with such terms and conditions.

8. General

8.1. Clients agree that soundlounge may publicise the work carried out in any external PR activity/music profiling related to the Services.

8.2. If any provision of these Terms and Conditions are held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.

8.3. A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

8.4. No failure or delay by either party in exercising any of its legal rights shall be deemed to be a waiver of that right and no waiver by either party of any breach of contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

8.5. These Terms and Conditions of Business shall be construed in accordance with and governed by the Laws of England and Wales. It is agreed that the High Court of Justice shall have exclusive jurisdiction to deal with all disputes or differences arising out of or related to your contract with soundlounge and in respect of these Terms and Conditions. If you are neither resident nor domiciled in England and Wales, you hereby agree that any court proceedings may be served upon you by facsimile to the facsimile number which you provide to us from time to time as your principal business facsimile machine.

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