The Client wishes to receive the services of the Supplier.
Unless agreed in writing prior to commencement of work, the scope of these services (to be agreed between the parties in writing prior to work being commenced and henceforth referred to as “Project Outline”) shall be governed entirely by these Terms and Conditions. Written instructions from the Client to proceed will be taken by the Supplier as an implicit acceptance of these terms. Any breach in these terms may result in the revocation of performance licenses and the supply of future services being withdrawn.
DEFINITIONS AND INTERPRETATION
1.1 – In this Agreement, the following words and expressions have the following meanings:
– “Additional Services” means (where relevant) any additional services as specified in the Project Outline;
– “Agreement” means all Project Outlines agreed in writing by the parties together with these Terms and Conditions;
– “Applicable Law” means any applicable laws, legislations, statutes, regulations, as well as any guidance issued by a regulator and any codes of practice (whether voluntary or not);
– “BSF” means the Basic Session Fee as set out in the Project Outline;
– “CDPA” means the Copyright, Designs and Patents Act 1988;
– “Client” refers to the entity purchasing services from The Supplier, in the capacity of either an End Client or as a third-party entity, either engaged by the End Client or acting on the End Client’s behalf, as specified in the Project Outline;
– “Confidential Information” means any information relating to a party or to the End Client which is designated as confidential, or which ought reasonably to be considered as confidential, including: (a) the terms of this Agreement; (b) the amounts payable under this Agreement; and (c) any details relating to the Materials prior to the First Usage Date;
– “End Client” means the end client set out in the Project Outline (where relevant);
– “Expenses” means any travel and sustenance expenses incurred by the Supplier in performing the Services;
– “Fees” means the BSF and, where relevant, the Usage Fees;
– “First Usage Date” means the date as set out in the Project Outline;
– “Force Majeure Event” means events outside of the Supplier’s reasonable control, including but not limited to Acts of God, strikes or industrial disputes, epidemics, lockouts, failure or unavailability of utility service including internet availability and/or transport network, threat of war or terrorism, riot, civil commotion, malicious damage, compliance with any applicable law, accident, breakdown of plant or machinery, fire, flood, storm;
– “Intellectual Property Rights” means all present and future copyright and Performers’ Property Rights;
– “Intended Usage” is as specified in the Project Outline;
– “Job date/time” is as specified in the Project Outline;
– “Location” is as specified in the Project Outline;
– “Materials” means the materials provided by the Supplier in connection with the Project and Services that have been approved by the Supplier for use by the Client and End Client;
– “Payment Terms” means the payment terms for Usage Fees and BSF as specified in the Project Outline;
– “Performers’ Non-Property Rights” means, in relation to any and all performances of the Supplier contained in the Materials, all rights specified in section 192A of the CDPA and any analogous or similar rights anywhere in the world;
– “Performers’ Property Rights” means, in relation to any and all performances of the Supplier contained in the Materials, all rights specified in section 191A of the CDPA and any analogous or similar rights anywhere in the world;
– “Permitted Usage” means the usage of the Materials in accordance with the Intended Usage and Usage Period set out in the Project Outline;
– “Project” means the project described in the Project Outline;
– “Services” means the provision of voiceover, presenting, creative or production services to be provided by the Supplier, in accordance with the commercial terms set out in the Project Outline together with any Additional Services outlined in the Project Outline;
– “Specification” is as specified in the Project Outline;
– “Supplier” refers in this instance to Pete Nottage, in his capacity of providing services to the Client, as specified in the Project Outline;
– “Usage Fees” is as specified in the Project Outline; and
– “Usage Period” is as specified in the Project Outline.
1.2 – In this Agreement, unless the context otherwise requires:
a) the headings to clauses and paragraphs are inserted for guidance only and shall not affect the meaning or interpretation of any part of this Agreement;
b) a reference to a particular statute, statutory provision, subordinate legislation or EU directive or regulation is a reference to it as it is in force at the date of this Agreement, taking into account any amendment or re-enactment and includes any statute, statutory provision, subordinate legislation or EU directive or regulation which it amends or re-enacts and subordinate legislation (including any rules, orders, regulation or instruments) for the time being in force made under it as well as any ratified international treaty that amends such statute;
c) “writing” shall include any methods of reproducing words in a legible and non-transitory form (and shall include email and other electronic communications);
d) any reference to “person” or “persons” shall include natural persons, firms, partnerships, companies, body corporates, corporations, unincorporated associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
e) “including” means “including, without limitation,” and “include” and related expressions such as “in particular” shall be construed accordingly; and
f) references to a “party” or to “parties” shall mean a party or parties to this Agreement, their successors and permitted assigns.
APPOINTMENT AND PROVISION OF SERVICES
2.1 – The Supplier agrees to:
a) reasonably co-operate with the Client (and any third parties participating in the creation of the Materials) in relation to the Services;
b) provide the Services to the best of the Supplier’s ability, using reasonable care and skill;
c) comply with any timing deadlines agreed for the Services set out in the Project Outlines or as otherwise agreed in writing, in so far as the Supplier is not prevented from doing so by reasons outside of their control or as a result of any act or omission of the Client; and
d) provide the Materials materially in accordance with the Specification (if relevant).
2.2 – The Supplier must advise the Client promptly in writing on becoming aware:
a) that the Supplier may be unable to perform the Services in accordance with this Agreement; or
b) of any development that may have a material impact on the Supplier’s ability to perform the Services in accordance with this Agreement.
2.3 – Where the Location is the Supplier’s own studio, the Supplier shall ensure that such studio is suitably equipped to provide the Materials materially in accordance with the Specification.
2.4 – The Supplier agrees to comply with all reasonable rules of the Location and other locations at which the Supplier provides the Services provided that such rules are reasonable and proportionate and have been notified to the Supplier in advance.
2.5 – Where the Supplier provides the Services at a third-party studio, the Client shall submit to the Supplier the draft Materials for approval prior to distribution, broadcast or publication. The Supplier shall endeavour to give their approval on a timely basis, and shall not be entitled to unreasonably withhold approval. In the event that the Supplier has not responded to a request for approval, the Client shall not be entitled to deem the approval has been given.
2.6 – The Client agrees to:
a) provide any materials reasonable requested by the Supplier to perform the Services in a professional and timely manner including any scripts required to perform the Services;
b) ensure that the Location (in so far as the Location is not the Supplier’s own studio) is:
i. suitably equipped to enable the Supplier to provide the Services; and
ii. available at the time set out in the Project Outlines.
c) comply with and ensure that the Materials comply with all Applicable Laws; and
d) obtain such insurance as is reasonably necessary in respect of the provision of Services at the Location.
3.1 – Where the Client tentatively books the Supplier for a particular date(s) (“Pencilled In Date”), the Client agrees to use its best endeavours to remove the Pencilled In Date as soon as possible, either by confirming such date in writing or by confirming that the Supplier is no longer required for such Pencilled In Date.
3.2 – If the Supplier receives another request for their services on the Pencilled In Date, the Supplier shall inform the Client that it has received another request and ask the Client to either confirm the Pencilled In Date is going ahead, or to remove the Pencilled In Date is the client no longer requires the Supplier’s services on that date. If the Supplier does not receive a response confirming the Pencilled In Date or removing the Pencilled In Date within the timeframe notified by the Supplier (or if no such timeframe is notified, one calendar week), the Supplier shall be entitled to treat the Pencilled In Date as unconfirmed and may accept alternative bookings that conflict with the Pencilled In Date.
3.3 – If the Client has not confirmed or removed the Pencilled In Date within 24 hours of the Job date, the Supplier may treat the entire booking as confirmed, and the Client shall be liable for the BSF set out in the Project Outline. Similarly, if the Client cancels a confirmed booking either with less than 24 hours notice, or after the Supplier has already commenced undertaking the work, the Client shall be liable for the BSF as set out in the Project Outline.
ASSERTION AND LICENCE OF RIGHTS
4.1 – The Client and/or the End Client shall be entitled (but not obliged) to make use of the Materials within the Permitted Usage. In the event that the Client and/or End Client wishes to make use of the Materials, it shall notify the Supplier in advance of the First Usage Date.
4.2 – As Fees for the Services the Supplier provides are based on many calculating factors, is it the responsibility of the Client to research this information prior to the Job date.
4.3 – In consideration of payment of the Usage Fee (and provided that all instalments of the Usage Fee have been paid up to date), and subject to clause 4.7 below, the Supplier hereby grants to the Client (and to the End Client where applicable) a license to use the Materials and the Intellectual Property Rights in the Materials provided that such use is strictly in accordance with the Permitted Usage. In the event that the Client and/or End Client wishes to extend the scope for the usage of the Materials after establishing the Project Outlines, the Client and/or End Client should notify the Supplier as soon as is reasonably practicable. The Supplier then reserves the right to alter the Fees payable to take into account the change of usage that was not disclosed at the time of booking.
4.4 – For the avoidance of doubt, no rights or licence are implied in relation to usage outside of the Permitted Usage, and any such additional usage, including but not limited to creation of synthetic voices or machine learning, shall require the Supplier’s prior written consent and payment of further usage fees to be agreed with the Supplier.
4.5 – The Supplier shall remain the owner of all right, title and interest in and to the Intellectual Property Rights in the Materials and in any goodwill which accrues in respect of such Intellectual Property Rights.
4.6 – Should any right, title or interest in such licensed Intellectual Property Rights or any goodwill arising out of the use of such rights become vested in the Client or End Client (by the operation of law or otherwise), the Client shall hold and will procure that the End Client holds the same in trust for the Supplier and shall, at the request of the Supplier, immediately and unconditionally assign (with full title guarantee) free of charge any such right, title, interest or goodwill to it for the full duration of such rights and execute any documents and do all acts required for the purpose of confirming such assignment.
4.7 – The Client acknowledges and agrees (and where relevant will procure that the End Client acknowledges and agrees) that:
a) the Supplier waives any moral right it has to be identified as performer in the Materials pursuant to section 205C of the CPDA, and to any other moral right to be identified as such or any equivalent right to which the Supplier may be entitled under any legislation now existing or in future enacted in any part of the world. For the avoidance of doubt, the Supplier does not waive any moral right it has to object to derogatory treatment of its performance in the Materials pursuant to section 205F of the CPDA, or to any other moral right to object to such treatment or equivalent right to which the Supplier may be entitled under any legislation now existing or in future enacted in any part of the world.
b) the Supplier asserts any right it has to equitable remuneration under section 182D CDPA and to any equivalent rights to which the Supplier may be entitled under any legislation now existing or future enacted in any part of the world;
c) the Supplier is entitled to appropriate and proportionate remuneration for the licencing of its rights under clause 4.1;
d) in the event that it becomes reasonably apparent that the Usage Fee is disproportionately low, inequitable, inappropriate or unfair when compared to all the subsequent revenues derived from the exploitation of the Materials, the Supplier is entitled to apply in accordance with Applicable Law for review and appropriate redress from the Copyright Tribunal or similar body with jurisdiction to assess such matters under Applicable Law;
e) unless specifically agreed with the Suppler, the Client shall not utilise any portion of the Materials, recording or performance of the Supplier in order to simulate the Supplier’s voice or likeness, or to create any synthesised or ‘digital double’ voice or likeness of the Supplier;
f) the Client shall not sell or transfer ownership of all or part of any of the Materials, recordings or performance of the Supplier to any third party without the Supplier’s knowledge and consent;
g) the Client shall not enter into any agreements or contracts on behalf of the Supplier which utilises all or any part of the Materials, recordings or performance of the Supplier without the Supplier’s knowledge and consent; and
h) any Materials, recordings or performances of the Supplier stored by the Client in digital format will be reasonably stored so that unauthorised third parties may not gain access to the files containing the Supplier’s voice or likeness, and if such files are stored in ‘The Cloud’, the Client agrees to safeguard such Materials, recordings or performances of the Supplier through encryption or other, up-to-date technological means.
4.8 – Standard voiceover usage agreements for UK radio commercials are for twelve (12) months and unless agreed in writing between the parties, are payable on a per voice, per script, per radio station basis. Audio requested by the Client for the purposes of demonstration to the End Client remains the property of the Supplier and should be used solely for evaluation purposes. It is not to be used for any other purpose without the prior written consent of the Supplier.
4.9 – Voiceover services intended for use in UK television commercials will be charged usage based on the number of Television Ratings (TVR’s) purchased for the specific campaign. If TVR’s are not forthcoming, the Supplier will provide a quote based on 50 TVR’s and it will be the responsibility of the Client to inform the Supplier is and when the figure has been exceeded. If the campaign subsequently fails to reach the estimated number of TVR’s, no refund will be offered.
5.1 – The Client shall pay the Fees in accordance with the Payment Terms. The Client shall reimburse all Expenses incurred by the Supplier in connection with the Services (provided that such Expenses have been approved by the Client in advance).
5.2 – Unless otherwise agreed by the Supplier in writing, payment is due within thirty (30) days of the date of invoice. Acceptable payment methods are direct bank transfer or Paypal. If paying by Paypal, the Supplier reserves the right to charge an additional handling fee.
5.3 – In certain cases (such as the Supplier undertaking the Services for the Client for the first time), the Supplier reserves the right to charge an initial 50% at the commencement of providing the Services. This decision is at the discretion of the Supplier.
5.4 – Once the Client has paid the BSF and/or Usage Fees, such Fees shall be non-refundable.
5.5 – It is imperative that the Client checks any scripts or similar documentation for errors or omissions in advance of sending to the Supplier. Additionally, it is the Client’s responsibility to inform the Supplier regarding the correct pronunciation of unusual or difficult words. If the Supplier sees such a word, they will attempt to locate the correct pronunciation using such methods as online searches, but success is not guaranteed. The rerecording of such words after the fact will incur an additional 50% discretionary charge on top of the agreed price. Any accidental mispronunciation by the Supplier will incur no such additional charge.
5.6 – For the avoidance of doubt, in the event that the Client and/or the End Client decide on a creative change of direction and to cease using the services of the Supplier after the Services have been carried out, the Supplier will not charge usage, but the BSF will still apply.
5.7 – All sums payable under this Agreement are exclusive of value added tax, which (if applicable) shall be payable by the Company.
5.8 – The Supplier shall be responsible for making all deductions from payments and fees received and for performing all acts and making all payments necessary under any applicable legislation in force in the territory of usage, including any Income Tax, National Insurance and Social Security contributions.
5.9 – In the event of late payment of any Fees arising in connection with this Agreement, the Supplier shall be entitled to charge interest on any overdue invoices at the statutory rate set out in the Late Payment of Commercial Debts (Interest) Act 1998.
5.10 – If the Client fails to pay any Fee due under the Agreement within twenty eight (28) days of receipt of written notice from the Supplier that such Fees remain outstanding, the Supplier may, at their sole discretion and without prejudice to any other remedies under this Agreement, upon written notice to the Client revoke the licences and consents granted under Clause 4 until such overdue sums are paid. For the avoidance of doubt, if the Client and/or the End Client continues to use the Materials in such circumstances, it will be doing so in infringement of the Supplier’s Intellectual Property Rights and Performers’ Non-Property Rights. Nothing in this Clause 5.10 affects the Supplier’s right to terminate the Agreement under Clause 8.1(a) or 8.1(b).
6.1 – The Supplier warrants and undertakes to the Client that:
a) the Supplier has the right and power to enter into this Agreement, and to assign, grand and/or license (as applicable) the rights herein to the Company and the End Client (or to procure such assignment, grant or license as applicable);
b) the Supplier is not under the age of eighteen years;
c) the Supplier is in such a state of health that the Supplier will be able to fulfil their obligations under this Agreement; and
d) if the Supplier is required to travel abroad as part of the Services, the Supplier holds a valid passport and has no restrictions that may prevent the Supplier from travelling as contemplated in this Agreement.
6.2 – The Client warrants and undertakes to the Supplier that:
a) the Client has the right and power to enter into this Agreement;
b) where relevant, the Client will procure that the End Client complies with all obligation of the Client as set out in this Agreement;
c) the materials provided by or on behalf of the Client for use by the Supplier in connection with the Services (including any scripts or briefs) will not infringe the rights of any third party (including any Intellectual Property Rights) or be in any way contrary to any Applicable Law, and the Client shall (or where relevant shall procure that the End Client shall) ensure that all Materials comply with all Applicable Laws including any necessary disclaimers, legal lines or other edits necessary to comply with Applicable Laws;
d) the Client will be responsible for obtaining and paying for any and all necessary licences and consents for the use of any copyright material contained within, or the inclusion of any person or persons in their production.
6.3 – The Client hereby indemnifies the Supplier against any losses, damages, demands, costs, claims, actions, proceedings, expenses, penalties or liabilities whatsoever arising out of the Supplier’s provision of Services in accordance with their obligations under this Agreement, or as a result of the Client’s breach of its warranties and undertakings set out in this Agreement.
Wow. This is all a bit dry, isn’t it? Let’s break it up a bit. Here’s a gif of a startled kitten.
Right. Back to the legal stuff.
7.1 – The parties each acknowledge that whether by virtue of and in the course of this Agreement or otherwise, they shall receive or otherwise become aware of Confidential Information relating to the other party, the End Client and to this Agreement.
7.2 – Except as provided by Clauses 7.3 and 7.4, the parties shall at all time during the continuance of this Agreement and after its termination or expiry:
a) keep all Confidential Information and the provisions of this Agreement confidential and accordingly not disclose the provisions of this Agreement or any Confidential Information to the other party; and
b) not use any Confidential Information for any purpose other than the performance of their obligations and/or exercise of its rights under this Agreement.
7.3 – The Provisions of this Agreement and any Confidential Information may be disclosed by a party to:
a) bona fide professional advisers to the disclosing party;
b) the End Client;
c) governmental or other authority or regulatory bodies; or
d) employees of that party
to such extent only as is strictly necessary for the purposes contemplated by this Agreement or as is required by Applicable Law or regulatory body and subject in each case to the party in question using its reasonable endeavours to ensure that the person in question to whom the Confidential Information is disclosed keeps such information confidential and does not use the Confidential Information except for the purposes for which the disclosure is made.
7.4 – Information shall no longer be considered “Confidential Information” if:
a) it becomes public knowledge through no fault of the party in question; and/or
b) it can be shown by the party in question to the reasonable satisfaction of the other parties to have been known to the recipient prior to it being received by the disclosing party.
7.5 – Unless otherwise requested, audio files provided in relation to the Services will be delivered to the Client in WAVE format, via a secure link to an online Dropbox server. Unless specifically requested by the Client, all audio will remain on this server for at least one calendar year from the day of recording.
7.6 – At any time upon either party’s request, the other party shall promptly return all information and material which include any Confidential Information and all copies thereof, that the relevant party may have in its possession or control.
8.1 – Either party shall have the right to terminate this Agreement on written notice to the other party if:
a) the other party materially breaches its obligations under this Agreement and, if such breach is capable of remedy, fails to remedy the breach within 14 (fourteen) days of the receipt of the written notice identifying the breach and requiring the same to be remedied;
b) in the case of the Client or the End Client, the Client or End Client fails to pay any Fees due by the due date and/or files or is in receipt of an order, claim, petition or similar for bankruptcy, liquidation, receivership, administration or similar action in connection with an inability to pay its debts when due;
c) the Supplier becomes incapacitates, dies or is otherwise unable to perform any of the Services.
8.2 – Termination of this Agreement shall automatically terminate all licenses, consents and permissions granted by the Supplier and the Client shall (and if relevant shall procure that the End Client shall) cease all use of the Materials upon termination.
8.3 – Neither termination not suspension of this Agreement shall otherwise affect a party’s accrued rights and obligations at the date of termination.
9.1 – Any notice required to be given under this Agreement shall be in writing signed by the person giving it and may be served by delivering it personally or by first class prepaid or registered mail or by international courier to the address of the relevant party set out at the head of this Agreement or to such other address as is notified in writing from to time by or on behalf of the parties. Any notice so served shall be deemed to have been received:
a) if delivered personally, at the time of delivery; or
b) in the case of a notice sent by first class prepaid or registered mail within the United Kingdom, 48 hours after the date of posting; or
c) in the case of a notice sent by international courier, upon signed for receipt.
10.1 – The Supplier shall not be liable for any delay or failure to perform the Services as a result of a Force Majeure Event.
10.2 – In the event of a Force Majeure Event occurring, the parties shall agree in good faith a reasonable extension of time for the Supplier to provide the Services.
11.1 – No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the Parties.
11.2 – If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, such provision shall be deemed to be severed from this Agreement but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired.
11.3 – A failure or delay by any party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time. The partial exercise of any right, power or remedy shall not preclude the further exercise of that right, power or remedy. No custom or practice of the parties at variance with the terms of this Agreement shall constitute a waiver of the rights of any party under this Agreement. The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers or remedies provided by law.
11.4 – Nothing in this Agreement shall constitute or be deemed to constitute a partnership between any of the parties and none of them shall have authority to bind the others in any way.
11.5 – The parties acknowledge and agree that this Agreement is intended to confer a benefit on the End Client (where an End Client is specified in the Project Outline), which shall be entitled to enforce its terms accordingly, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999. No term of this Agreement is enforceable by any person not a party to it except as expressly provided in this clause 11.5.
11.6 – Neither party may assign, transfer, charge, sub-contract or otherwise dispose of this Agreement or any of its rights or obligations arising hereunder without the prior written consent of the other party.
11.7 – This Agreement and any documents referred to in it, or entered into pursuant to it (including all Project Outlines) constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and any other prior agreements between the parties relating to the subject matter of this Agreement are hereby terminated and of no further effect. This Agreement shall supersede all prior discussions, understandings and agreements between the parties (or any of them) and all prior representations by a party to any other party.
GOVERNING LAW AND JURISDICTION
12.1 – The validity, construction and performance of this Agreement and any disputes or claims arising under or in connection with this Agreement (including non-contractual disputes and claims) shall be governed by the laws of England and Wales.
Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute, claim or matter arising under or in connection with this Agreement (including non-contractual disputes or claims), save in respect of enforcement of judgments where their jurisdiction shall be non-exclusive.
Terms Established: 16/09/06
Terms Last Reviewed: 19/08/23