• Terms of Business

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    TERMS AND CONDITIONS
    In these Conditions: –
    Definitions
    “Blank Media” means blank Media that does not embody any audio only or any audiovisual recording (other than any socalled
    smpte or similar time code).
    “Booking” means the hire of the Facility and/or the supply of the Services during the period of booking in accordance with
    the terms of this Agreement.
    “Booking Form” means the booking form sent to the Client including any “Schedule” and signed by the Client or the
    interchange of mails between the Company and the Client confirming the agreement between the Company and the
    Client.
    “Client” means the person firm corporation signing the Booking Form.
    “Client Blank Media” means any Blank Media that is owned by the Client or any Client Personnel prior to the
    commencement of the period of booking.
    “Client Equipment” means any musical or technical equipment or instrument brought into the Facility or other of the
    Company’s premises by or at the request of the any Client Personnel (including any such equipment or Instruments hired
    to or behalf of the Client.
    “Client Invitee” means any persons invited by the Client, any Artist(s) or Representative(s) to enter the Facility during the
    Booking (including without limitation any session or other musician or vocalist).
    “Client Media” means any Media provided by the Client that it is intended shall embody any Recording (whether or not
    the same shall be Client Blank Media embody any pre-existing audio or audio -visual recording) including without
    limitation multi-track recording Media.
    “Client Personnel” means the Artist(s), the Representative(s), the Client’s Invitees and the Client.
    “Client Recording” means a recording made prior to the commencement of the period of booking which embodies or is to
    embody a Recording made by, on behalf of or at the direction of any Client Personnel.
    “Company” means either Air Studios (Lyndhurst) Limited or Air Entertainment Group Limited as they case may be
    “Disbursements” means the cost of any tapes, sundries or services (other than Agreed Services) supplied to any Client
    Personnel at the request of any Client Personnel by the Company as part of or pursuant to this Agreement during the
    Period of Booking including with out limitation any food or beverages (including any alcoholic beverages) supplied any
    third party or by the Company, taxi’s or minicabs or other means of transportation, Blank Media or other sundries (which
    shall be charged in accordance with the Companies current schedule of charges for such media and/or sundries (as
    applicable) and any telephone calls or faxes made by or at the request of any Client Personnel and any third party hire
    charges incurred by or on behalf of any Client Personnel).
    “Deliverables/Commitments” means without limitation any completed “monitor mixes”, “pre-mixes”, so-called ‘stems’,
    ‘final mixes and variants’, music and/or sound effect(s) tracks and any variants thereof created for any particular purpose
    (each a “Variant”) as set out in the Booking Form as the same are to be provided by Company in accordance with the
    terms of this Agreement.
    “Facility” means the premises operated by the Company and which are being hired by the Client
    “Facility Breakdown” means a failure or breakdown or unavailability for any reason of the Facility that prevents the
    Client’s use thereof in accordance with the terms hereof.
    “Fee” means the fee shown on the Booking Form.
    “Format/s” means any media technologies upon which master recordings are delivered.
    “Master Recording means any physical recording Media embodying a Recording.
    “Materials “means media that has recorded information stored on it.
    “Media” means without limitation tapes, computer discs, hard discs, drives and devices intended to store Recordings.
    “Pre Production Master” means any physical recording media embodying a Recording in a form intended for mass
    production of copies.
    “Recording” means a recording made prior to the commencement of the period of booking which embodies or is to
    embody a Recording made by, on behalf of or at the direction of any Client Personnel.
    “Services” means work carried out on behalf of the Client, including but not limited to sound recording, editing, or other
    such similar tasks as required by the Client pursuant to this Agreement.
    “Transfer/Reproduction” means the transfer/reproduction of any audio only or audio-visual recordings on any Media in
    one Format to/on another Media whether or in a different Format
    “Security Policy” means the policy adopted by the Company in respect of the security of the Facility and the prevention of
    unauthorised intrusion by third parties into the Facility intent upon theft of Materials and the content embodied therein
    and administrative procedures to circumvent such misappropriation and the prevention of the theft or misappropriation
    (whether by physical, electronic or other means).
    1. AGREEMENT
    These Terms and Conditions shall be the basis of the agreement between the Company and the Client as referred to in
    the Booking Form
    2. FACILITY
    2.1 The Company shall make the Facility and the operators (if any) as referred to in the Booking Form available to the
    Client during the period referred to in the Booking Form for the purposes of making Recordings
    2.2 The Client shall not employ the services of its own or any other recording engineer dubbing mixer, editor or other
    such personnel to operate the Facility (or any equipment located in the Facility) without obtaining the Company’s prior
    consent in writing
    2.3 The Client hereby acknowledges that prior to the commencement of the Booking it shall be solely responsible for:
    2.3.1 ensuring the suitability of the Facility for the Client’s purpose during the Booking
    2.3.2 the technical quality of any Recording engineered by any personnel whose services are employed by the Client in
    accordance with Clause 2.2;
    2.3.3 obtaining and paying for (or procuring that the same are obtained and paid for) any necessary third party consent,
    permission or license required in order to make or exploit any Recordings or to produce or exploit any Master Recording
    or Pre Production Master during the Booking (including without limitation from any union, collective body musician,
    vocalist or other performer (including the Artist(s)). The Client hereby acknowledges that any failure to obtain any such
    consent, permission or license may result in delays to the completion of any such Recording or Master Recording and if
    any such delay causes the Booking to overrun then the Company may (but shall not be obliged) to allow the Booking to
    continue beyond the expiry of the Booking upon the same terms and conditions set out in this Agreement and the Client
    shall be charged and shall pay for any additional time spent at the Facility at the Company’s standard charge out rate for
    the additional time spent as result of such delay promptly following receipt by the Client of the Company’s invoice in
    respect thereof;
    2.3.4 obtaining and paying for (or procuring that the same are obtained and paid for) any necessary third party consent,
    permission or license in respect of any pre-recorded material (including without limitation any sound effects, library music
    and audio samples whether supplied by the Company or by a third party) embodied or to be embodied in any Recording
    and/or Master Recording. The Client will be responsible any loss due to the failure to obtain any such consent, permission
    or licence and shall hold the Company harmless agianst any loss it may suffer as a result of any failure to comply with
    this sub-clause and accordingly the Company gives no warranty or representation as to any of the foregoing
    3. AGREED SERVICES
    3.1 The Company shall deliver its services using suitable equipment and technically competent personnel
    3.2 The Company’s responsibility is limited to carrying out the Services and the supply of deliverables/commitments (if
    any) as set out on the Booking Form. For the avoidance of doubt, the Company shall not be responsible for supplying any
    service, product or material not expressly referred to in this Agreement/the Booking Form
    3.3 The Client shall be entitled at reasonable times in the normal working day to monitor the Company’s performance of
    its services and the Company shall carry out the same at the reasonable direction of and subject to the monitoring and
    approval of the Client
    3.4 The Client acknowledges and accepts that it is incumbent upon the Client to ensure that any Pre Production Master
    and any deliverables/commitments meet with its satisfaction prior to the commercial exploitation of any Recording
    embodied thereon and as evidence of such acceptance once the final recoding is removed from the Compnay’s premises
    at the end of the Booking the Client will be deemed to have accepted the Recording as completed.
    3.5 If the Client is specifically requests the Company to engage the services of any personnel on the Client’s behalf to
    carry out any specific services in connection with the Booking, the Client will ensure that this person is technically
    qualified and in all respects suitable to carry out such services. The Client will be responsible for the services carried out
    by that person and will pay or procure the payment of any costs incurred in relation to such services.
    4. FEE
    4.1 If the Client shall fail to pay to the Company any sums due to the Company on or before the date that such sums fall
    due then Company shall be entitled to charge the Client interest thereon at a rate of eight per cent (8%) per annum
    above Bank of England Base Rate or the allowable rate of interest chargeable on commercial debts whichever is the
    higher from the date that such sum falls due until the same paid to the Company.
    4.2 The Fee and any expenses and any disbursements, shall not be reduced on account of:
    4.2.1 the failure of any Client Personnel to attend the Facility during any or all of the Booking;or
    4.2.2 the Client’s cancellation of the Booking or any part thereof.
    4.3 All sums payable hereunder are expressed to be exclusive of VAT which shall if applicable be payable in addition to
    such sum provided that a valid VAT invoice shall have been rendered to the Client in respect thereof.
    4.4 For the avoidance of any doubt, if the Booking is cancelled prior to the commencement of the Booking all costs as set
    out in the Booking Form including without limitation the Fee, any Disbursements incurred by the Company on behalf of
    the Client or any Client Personnel at the Client’s request in relation to the Booking.
    5 CLIENT MEDIA, PERSONNEL AND EQUIPMENT
    5.1 The Client shall give the Company reasonable notice of its intention to use any Client Media during the Booking and
    shall provide the Company with full technical details in relation to the same prior to the commencement of the Booking.
    5.2 If the Client uses any Client Blank Media:
    5.2.1 the Company shall be entitled to charge the Client a sum equivalent to the rate set out in the Booking Form or the
    manufacturer’s recommended retail list price of the Client’s Blank Media used during the Booking
    5.2.2 the Client shall be responsible for the quality and integrity of the Client Media and that it is fit for the purpose for
    which the Client wishes to use the same. The Company shall not be liable the Client or otherwise for any deficiency in or
    caused by such Client Media.
    5.2.3 the Company shall be entitled to charge the Client as an expense a sum in addition to the Fee for any time and/or
    expenses incurred by the Company in any adjustment or conversion of the Company’s technical equipment or copying of
    any Client Media including with limitation any Transfer/Reproductions in respect thereof; and
    5.2.4 the Company shall procure that the Client Media (if any), Client Equipment and any Ancillary Materials shall be
    delivered to the Facility the day before the commencement of the Booking
    5.3 The Client hereby warrants undertakes and agrees that it shall procure that all Client Personnel shall abide by the
    Company’s studio rules, regulations and health and safety policy and that it shall be responsible for:
    5.3.1 the actions of the Client’s Personnel upon the Company’s premises;
    5.3.2 any and all injury, loss or damage to any person’s equipment or premises caused by any act or omission of any
    Client Personnel, or as a result of any defect in or inappropriate specification of any Client Equipment or Client Media,
    Client Equipment or Materials;
    5.3.3 the cost of any hire of any Client Equipment (if applicable);
    5.3.4 any costs and expenses incurred by the Company on behalf of any Client Personnel at any Client Personnel’s
    request; and
    5.3.5 any and all loss or damage to any Client Equipment and Client Media that the same shall be at the sole risk of the
    Client whilst at the Facility or on any Company premises.
    5.4 The Client Personnel shall vacate the Facility promptly and the Client shall remove or procure the removal of all
    Client’ Equipment forthwith at the end of the Booking. If the Client shall fail to do so, the Client shall be liable to the
    Company for its reasonable storage charges. The Company shall give 1 (one) months written notice to the Client at its
    address on the Booking Form requiring the Client to collect the Client Equipment and if the Client shall fail so to collect or
    procure the collection of such Client Equipment on or before the expiry of such period, the Company shall be entitled to
    destroy or otherwise dispose of such Client Equipment and the Client shall not raise any objection in respect thereof and
    shall indemnify the Company from and against any claim with respect thereto.
    5.5 The Client warrants that it shall not without the Company’s prior written consent make any inducement or contractual
    offer of employment or any other kind to any “Operator” or other of the Company’s personnel that shall or may conflict
    with such Operator’s or Personnel’s employment or engagement by the Company.
    6 SOUND LEVELS
    The Client hereby acknowledges that the Noise at Work Regulations 1989 (NWR) (and any subsequent revision thereof)
    have established that prolonged exposure to noise levels in excess of 85 decibels may cause damage to hearing and that
    the Facility is required by law to keep exposure to noise in excess of such levels to the minimum that is reasonably
    practicable) and that accordingly:
    6.1 the Client shall be responsible for the level of noise within the Studio;
    6.2 the Client shall procure that noise levels in excess of 85 decibels shall not be sustained in the Facility for long periods
    6.3 Company reserves the right to take such action as it may in its discretion deem appropriate in order to maintain
    tolerable levels of noise in the facility in accordance with its obligations pursuant to the NWR and that no claim shall be
    made against the Company in respect of such action (including in relation to any inconvenience or time lost)
    7 RECORDINGS AND MATERIALS
    7.1 The Client shall procure the collection of the all Master Recordings belonging to the Client and any so-called track
    listing(s)/sheet(s) or computer material or any like ancillary materials (if any) (“Ancillary Materials”) promptly upon
    payment in full of the Company’s invoice applicable thereto (“the Collection Date”)
    7.2 After the Collection Date:
    7.2.1 notwithstanding any other provision contained within this Agreement all Master Recordings and/or Ancillary
    Materials shall be held by the Company at the Client’s sole risk;
    7.2.2 the Client shall be liable to the Company for its storage charges in accordance with the Company’s standard
    schedule of storage charges in respect of the storage of such Master Recordings and/or Ancillary Materials following the
    Collection Date;
    7.2.3 the Company shall be entitled to serve written notice on the Client requiring the Client to collect such Master
    Recordings and/or Ancillary Materials within a period of no less than three (3) months from the date of service of such
    notice. If the Client shall fail so to collect such Master Recordings and/or Ancillary Materials within such period the
    Company shall be entitled to destroy or otherwise dispose of the relevant Master Recordings and/or Ancillary Materials
    and the Client shall not raise any objection in respect thereof and shall indemnify the Company from and against any
    claim with respect thereto;
    7.3 Notwithstanding the foregoing until such time as the Company shall be in receipt of cleared payment of all Fees and
    Disbursements:
    7.3.1 property in all Master Recordings and/or Ancillary Materials shall vest in the Company; and
    7.3.2 the Company shall be entitled to retain possession of the said Master Recordings and/or Ancillary Materials.
    7.4 Notwithstanding any other provision in this Agreement the Client hereby acknowledges and agrees that all risk in all
    Master Recordings and/or Ancillary Materials when in transit or otherwise off the Company’s premises shall vest in the
    Client.
    7.5 The Company shall retain a general lien over any property of any Client Personnel in situated at any time at the
    Facility or other of the Company’s premises in respect of any sums which the Client may at any time owe to the Company
    and the Company shall be entitled to sell such property if payment of such sums is not made in full within 28 days of
    written notice serviced on the Client by the Company of its intention to exercise its lien as aforesaid. The proceeds of
    such sale may be taken by the Company for reimbursement of the sums the subject of the lien and the Client shall not
    raise any objection in respect thereof and shall indemnify the Company from and against any claim with respect thereto.
    The Company shall account to the Client for any surplus funds received by the Company in excess of the sums owed by
    the Client to the Company as aforesaid.
    7.6 The Company shall be entitled to deliver to the Client all Deliverables including Master Recordings and audio files by
    the use of DropBox or a similar function and the Client accepts the risk of such delivery process.
    8. INDEMNITY
    The Client hereby covenants and undertakes to the Company that it shall indemnify the Company from and against any
    injury loss damage costs and/or expenses (including legal expenses) howsoever and wheresover suffered by the
    Company arising from:
    8.1 the Client’s cancellation of the Booking including without limitation any reasonable costs or expenses incurred by the
    Company in connection with the Booking;
    8.2 the Client’s making, use or exploitation of any Recordings; 8.3 the Client’s breach of any of the terms of this
    Agreement; and
    8.4 the Clients failure to obtain any licenses, consents or permissions in relation to the making or exploitation of any
    Recordings, Master Recordings or Pre Production Masters.
    9. CONTENT OF RECORDING
    9.1 The Client hereby warrants and undertakes that nothing shall be included in any Recording, Master or Pre Production
    Master recorded in whole or in part at the Facility which constitutes a breach or infringement of any copyright or other
    rights or which shall be in any way illegal, scandalous, obscene or libelous and the Client shall fully indemnify the
    Company 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 the advice of counsel in respect of any such claim.
    9.2 The Company shall not be required by Client or any Client’s Personnel to reproduce any matter which in its opinion is
    or may be of an illegal, scandalous, obscene or libelous nature, or would constitute an infringement of any copyright or
    other rights.
    10. FACILITY BREAKDOWN WARRANTY
    In the event of Facility Breakdown the Company shall at its option either make available to the Client the Facility for a
    period of time equivalent in duration that proportion of the unexpired Booking existing at the time of the Facility
    Breakdown and provide the Agreed Services (as applicable) at a future time (as soon as the same can reasonably be
    arranged) which has/have been lost as a result of such Facility Breakdown or credit or refund to the Client a reasonable
    proportion of the Booking Fee in respect of the Booking.
    11. MASTER RECORDINGS AND POST PRODUCTION WORK
    11.1 The Company shall in no event be liable to the Client in respect of any defect in or loss of or damage to any Master
    Recording or Pre Production Master or Media unless such defect, loss or damage was directly caused by the negligent act
    of any Operator or directly by any faulty equipment owned by Company situated at the Facility
    11.2 The Company shall use its reasonable endeavours to correct any such defect and to effect replacement of such lost
    or damaged Master Recordings or Pre Production Masters or Media that are promptly notified to the Company or of which
    it is aware and which are attributable to faulty materials belonging to, workmanship by or negligence of the Company
    11.3 In the event that the Company is unable reasonably to effect such correction or replacement its liability in respect of
    any Master Recording or Pre Production Master or Media shall be limited at most to the Fee.
    11.4 The Client acknowledges that Company’s liability in respect of any defect, loss or damage to any Recording, Master
    Recording or Pre Production Master or Media is restricted to the value of any Media supplied to the Client by the Company
    (if any) as if such Media were blank and did not embody any recording in any format whatsoever.
    11.5 In reference to vinyl masters the Company will not be liable for any costs incurred after the test pressing stage, and
    the Company does not accept responsibility for product manufactured without test pressings being assessed and
    approved in writing by the Company.
    11.6 In reference to CD masters the Company does accepts no responsibility for product manufactured from any form of
    CD master format without either a CD reference disc first being approved by the Company in writing, or written approval
    of a DDP master via the supplied Air Mastering DDP Player.
    11.7 The Client agrees to ensure that prior to the delivery to the Company of any Media, Master Recording or Production
    Master it has retained for itself a fully usable copy
    12 CLIENT’S RECORDINGS
    It shall be a condition of this Agreement that any Client Recordings shall have been copied by the Client before delivery
    to the Company or the arrival of the same at the Facility, and that the Company’s liability for loss of or damage to any
    Client Recording shall be limited to the manufacturer’s retail list price of the unrecorded blank Media on which such
    Recording is made.
    13 COMPANY’S OVERALL LIABILITY
    13.1 In the event that the Client shall suffer any actual 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
    therefor shall be limited in any event to the Fee at most 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
    13.2 Notwithstanding any other provision contained within this Agreement the Company shall not be liable to the Client
    or the Client’s Personnel for any:
    13.2.1 indirect or consequential loss or damage
    13.2.2 economic loss including without limitation any loss of profits or goodwill or anticipated savings arising from any
    fault in the Facility or any act or omission of the Company its servants or agents in respect of this Agreement
    13.3 The Company’s liability under this Agreement shall be to the exclusion of all other liability to the Client whether
    contractual, tortious or otherwise.
    13.4 The Client accepts that the limitation of the Company’s total liability in respect of the Booking and/or the Services as
    aforesaid is reasonable and that in setting such limit the Client and the Company have had regard to the price and nature
    of the Booking, the Fee and the Services 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 such liability.
    14 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 or agreements pursuant to this Agreement due to the occurrence of any Force Majeure Event.
    Following notification by the Company to the Client of the occurrence of any such Force Majeure Event, the Company
    shall be entitled to a reasonable period of time to perform its obligations or agreements hereunder. For the purpose of
    this Agreement, a ‘Force Majeure Event’ means, without limitation any Act of God, explosion, flood, tempest, fire or
    accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, byelaws,
    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, the Client or of a third party ruling or action of any labour union or trade body association
    affecting the Company, the Client or the music audio post production industry); difficulties in obtaining raw materials,
    labour, fuel, parts or machinery; power failure or breakdown in machinery or any other events beyond the control of the
    Company.
    15 FACILTY SECURITY
    15.1 The Client shall be responsible for ensuring that all appropriate security measures are in place at the
    commencement of the period of booking whether or not the Company has a Security Policy in place.
    15.2 The Client undertakes to inform the Company of any additional security measures in addition to any Security Policy
    that may be required by the Client during the period of booking and the Client acknowledges that the cost of providing
    such additional security measures shall be the sole responsibility of the Client.
    15.3 The Company shall not be under any liability whatsoever to the Client or otherwise resulting from any theft or
    misappropriation of or damage to any Master Recording, Pre Production Master, Recording, Media Ancillary Materials or
    any content embodied therein by any person or persons.
    16 MISCELLANEOUS
    16.1 The Client shall procure that neither the Client nor any of the Client Personnel shall be held out as an agent of or
    pledge the credit of the Company.
    16.2 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.
    16.3 No variation or amendment to this Agreement shall be effective unless made in writing and signed by the parties
    hereto.
    16.4 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.
    16.5 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.
    16.6 This agreement shall be construed in accordance with the laws of England and Wales and subject to the nonexclusive
    jurisdiction of the English Courts.
    16.7 Breach – Any of the following shall constitute a breach by the Client hereunder: the Client’s failure to pay any
    amount due to the Company hereunder within five (5) days of the date due, the Client’s default in performing any other
    obligations hereunder or under any other agreement between the Company and the Client or the Client’s breach of any
    warranty or agreement hereunder, the Client’s failure to maintain any insurance required hereunder, the death or judicial
    declaration of incompetence of the Client, the filing by or against the Client of a petition under the Insolvency Act 1986 or
    under any other insolvency law providing for the relief of debtors, the making of any arrangement or composition with, or
    any assignment for the benefit of, the Client’s creditors or the taking of steps to wind up the Client (SAVE for the purpose
    of and followed by a voluntary reconstruction or amalgamation), or the appointment of a trustee, receiver, administrator,
    administrative receiver, liquidator or similar officer in respect of all, or any part of, the Client’s business or assets.
    16.8 Remedies
    In the event of the Client’s breach hereunder the Company may do any one or more of the following:
    16.8.1 declare any or all remaining fees due whereupon they shall forthwith be payable by the Client to the Company;
    16.8.2 take possession of any items of Equipment and other property of the Client on the Company’s premises without
    notice, wherever located, without liability for damages occasioned by such taking and further without prejudice to any of
    the Company’s accrued rights or remedies under this Contract;
    16.8.3 exercise a lien over any property ostensibly belonging to the Client in the custody or control of the Company for
    the balance of any monies due to the Company. The foregoing shall be without prejudice to any other remedy available to
    the Company. All such remedies are cumulative and may be exercised concurrently or separately from time to time;
    16.8.4 The Client shall pay the Company all costs and expenses, including collection charges and legal fees (on an
    indemnity basis), incurred by the Company in exercising any of its remedies hereunder or otherwise enforcing this
    Contract.
    16.9 Intellectual Property Rights
    The Client acknowledges all rights in and to all premises used by it hereunder belong to the Company absolutely as do all
    logos trade marks brand names and other names used by or reflected by the Company or any associated company and
    nothing herein shall vest in or grant to the Client any rights whatsoever to use any such rights.
    16.10 Filming
    The Client will have no right to film in any format on any part of the Client’s premises without the express written consent
    of the Company.
    16.11 Assignment
    16.11.1 The Client shall not itself hire any item of Equipment to a third party or otherwise assign or transfer this
    agreement or permit any item of Equipment to be subject to any lien, charge or encumbrance of any nature without the
    express prior written consent of the Company.
    16.11.2 The Company may assign, pledge or otherwise dispose of its rights under this Contract or in the Equipment, in
    whole or in part, without notice to the Client, but subject always to the rights of the Client hereunder. The Client shall
    acknowledge receipt of any notice of assignment in writing and shall thereafter pay any amounts designated in such
    notice as directed therein.
    16.12 Further Assurance
    The Client shall execute such further documents as the Company may reasonably require confirming, protecting,
    perfecting or enforcing the Company’s rights under this agreement and in the Equipment.

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    4.2 Subject to sub-Clauses 4.3 and 4.6 you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content from Our Site unless given express written permission to do so by Us.
    4.3 You may:
    4.3.1 Access, view and use Our Site in a web browser (including any web browsing capability built into other types of software or app);
    4.3.2 Download Our Site (or any part of it) for caching;
    4.3.3 Print pages from Our Site for non commercial use;
    4.3.4 Download extracts from pages on Our Site; and
    4.3.5 Save pages from Our Site for later and/or offline viewing.
    4.4 Our status as the owner and author of the Content on Our Site (or that of identified licensors, as appropriate) must always be acknowledged.
    4.5 You may not use any Content saved or downloaded from Our Site for commercial purposes without first obtaining a licence from Us (or our
    licensors, as appropriate) to do so. This does not prohibit the normal access, viewing and use of Our Site for general information purposes whether by
    business users or consumers.
    4.6 Nothing in these Terms and Conditions limits or excludes the provisions of Chapter III of the Copyrights, Designs and Patents Act 1988 ‘Acts Permitted in Relation to Copyright Works’, covering in particular the making of temporary copies; the making of personal copies for private use; research and private study; the making of copies for text and data analysis for non-commercial research; criticism, review, quotation and news reporting; caricature, parody or pastiche; and the incidental inclusion of copyright material.

    1. Links to Our Site

    5.1 You may link to Our Site provided that:
    5.1.1 You do so in a fair and legal manner;
    5.1.2 You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
    5.1.3 You do not use any logos or trade marks displayed on Our Site without Our express written permission; and
    5.1.4 You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
    5.2 You may not link to any page other than the homepage of Our Site. Deep-linking to other pages requires Our express written permission.
    5.3 Framing or embedding of Our Site on other websites is not permitted without Our express written permission.
    5.4 You may not link to Our Site from any other site the content of which contains material that:
    5.4.1 Is sexually explicit;
    5.4.2 Is obscene, deliberately offensive, hateful or otherwise inflammatory;
    5.4.3 Promotes violence;
    5.4.4 Promotes or assists in any form of unlawful activity;
    5.4.5 Discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability,
    sexual orientation, or age;
    5.4.6 Is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
    5.4.7 Is calculated or is otherwise likely to deceive another person;
    5.4.8 Is designed or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy;
    5.4.9 Misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this subClause 5.4);
    5.4.10 Implies any form of affiliation with Us where none exists;
    5.4.11 Infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks and database rights) of any other party; or 5.4.12 Is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

    1. Links to Other Sites

    6.1 Links to other sites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third party sites. The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.

    1. Use of Our System

    7.1 You may use Our System at any time to contact Us, provided you abide by the following rules. You must not:
    7.1.1 Communicate in a way that is obscene, deliberately offensive, hateful or otherwise inflammatory;
    7.1.2 Submit information that promotes violence;
    7.1.3 Submit information that promotes or assists in any form of unlawful activity;
    7.1.4 Submit information that discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation or age;
    7.1.5 Submit information that is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another
    person;
    7.1.6 Submit information that is calculated or is otherwise likely to deceive;
    7.1.7 Submit information that is designed or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy;
    7.1.8 Misleadingly impersonate any person or otherwise misrepresent your identity or affiliation in a way that is calculated to deceive;
    7.1.9 Imply any form of affiliation with Us where none exists;
    7.1.10 Infringe, or assist in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks and database
    rights) of any other party; or
    7.1.11 Submit information in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of
    confidence.
    7.2 We may monitor any and all communications made using Our System.
    7.3 Any information that you send to Us through Our System may be modified by Us and, by sending us such information, you waive your moral right to be identified as the author of that information.
    7.4 Any personal information sent to Us, whether through Our System or otherwise, will be collected, used and held in accordance with your rights and Our obligations under the Data Protection Act 1998, as set out in Clause 13.

     

    1. Disclaimers

    8.1 The Content on Our Site does not constitute advice on which you should rely. It is provided for general information purposes only.
    8.2 We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
    8.3 We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any
    representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date.
    8.4 No part of Our Site is intended to constitute a contractual offer capable of acceptance. No goods or services are sold through Our Site and the details of goods and/or services provided on Our Site are provided for general information purposes only.
    8.5 Whilst every reasonable effort has been made to ensure that all representations and descriptions of goods and/or services available from Us
    correspond to the actual goods and/or services available, minor variations or errors may occur.
    8.6 We make no representation, warranty, or guarantee that goods and/or services shown on Our Site will be available from Us. Please contact Us if you wish to enquire as to the availability of any goods and/or services.

     

    1. Our Liability

    9.1 To the fullest extent permissible by law, We accept no liability to any user for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content included on Our Site.
    9.2 To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Site or any Content included on Our Site.
    9.3 If you are a commercial user, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
    9.4 We take all reasonable steps to ensure that Our Site is free from viruses and other malware, however We accept no liability for any loss or damage
    resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Site (including the downloading of any Content from it) or any other site referred to on Our Site.
    9.5 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes
    including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal
    restrictions and censorship.
    9.6 Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.

     

    1. Viruses, Malware and Security

    10.1 We take all reasonable steps to ensure that Our Site is secure and free from viruses and other malware. We do not, however, guarantee that Our Site is secure or free from viruses or other malware and accept no liability in respect of the same.
    10.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.
    10.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.
    10.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.
    10.5 You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.
    10.6 By breaching the provisions of these Terms and Conditions you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.

     

    1. Acceptable Use Policy

    11.1 You may only use Our Site in a manner that is lawful. Specifically:
    11.1.1 You must ensure that you comply fully with any and all local, national or international laws and/or regulations;
    11.1.2 You must not use Our Site in any way, or for any purpose, that is unlawful or fraudulent;
    11.1.3 You must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or
    any other code designed to adversely affect computer hardware, software, or data of any kind; and
    11.1.4 You must not use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way.
    11.2 We reserve the right to suspend or terminate your access to Our Site if you materially breach the provisions of this Clause 11 or any of the other
    provisions of these Terms and Conditions. Specifically, We may take one or more of the following actions:
    11.2.1 Suspend, whether temporarily or permanently, your right to access Our Site;
    11.2.2 Issue you with a written warning;
    11.2.3 Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
    11.2.4 Take further legal action against you as appropriate;
    11.2.5 Disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
    11.2.6 Any other actions which We deem reasonably appropriate (and lawful).
    11.3 We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that We may take in response to breaches of these Terms and Conditions.

     

    1. Privacy and Cookies

    Use of Our Site is also governed by Our Cookie and Privacy Policies. These policies are incorporated into these Terms and Conditions by this
    reference.

     

    1. Changes to these Terms and Conditions

    13.1 We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of Our Site after the changes have been implemented. You are therefore advised to check this page from time to time.
    13.2 In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

     

    1. Law and Jurisdiction

    14.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in
    accordance with, English law.
    14.2 If you are a consumer, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.
    14.3 If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

     

    1. Further Information
      • If you would like to know more about how We use Cookies, please contact Us at [email protected], by telephone on +44 (0) 207 426 5100, or by post at 120-124 Curtain Rd, Shoreditch, London EC2A 3SQ.
      • For more information about privacy, data protection and our terms and conditions, please visit the following:
        • http://www.strongroom.com/privacy-policy
        • http://www.strongroom.com/terms-and-conditions