Terms & Conditions
Amsterdam

Contents

1. Definitions

2. Agreement

3. Studio Facilities

4. Agreed Service

5. Fee

6. Client Media, Personnel and Equipment

7. Sound Levels

8. Recording and Materials

9. Indemnity

10. Content of Recording

11. Studio Breakdown Warranty

12. Master Recording and Post Production Work Warranty

13. Client's Recordings

14. Company's Overall Liability

15. Force Majeure

16. Facility Security

17. Miscellaneous

18. Cancellation

19. Repair Clause

1. Definitions

   1. In this Agreement the following terms shall have the following meanings:

      "Agreed Services"	means the services described as such in the Booking Form, which the Company has agreed to perform for the Client
      "Agreement"	means these conditions, the Booking Form and any schedules attached to or referred to in them
      "Artist"	means a performing or recording artist named in the Booking Form and invited by the Client to make use of the Facility during the Booking
      "Blank Media"	means blank Media which does not embody any audio only or any audio- visual recording (other than any so-called smpte or similar time code) means the hire of the Facility and the supply of the Agreed Services during the Period Of Booking in accordance with the quotation terms of this Agreement
      "Booking Form"	means the form setting out the details of the Booking as may be attached to this Agreement
      "Booking"	means the hire of the Facility and the supply of the Agreed Services during the Period Of Booking in accordance with the quotation terms of this Agreement
      "Client"	means the party named as such in the Booking Form.
      "Client Blank Media"	means any Blank Media which 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 belonging to (or otherwise in the possession of) the Client which is brought into the Facility or other of the Company's premises by or at the request of the any Client Personnel
      "Client Invitee(s)"	means any persons invited by the Client to the Facility, including 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 which 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 Wave BV, a company registered in The Netherlands
      "Deliverables"	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") which the Company is to provide to the Client, as shall be set out in the Booking Form.
      "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 without limitation any food or beverages (including any alcoholic beverages) supplied by 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).
      "Facility Breakdown"	means a failure or breakdown or unavailability for any reason of the Facility which prevents the Client's use thereof in accordance with the terms hereof
      "Fee"	means the fees for the Booking and the Services set out in the Booking Form
      "Format/s"	means media technologies upon which master recordings are delivered
      "Master Recording"	means a high-quality manifestation of a Recording and, where applicable, any portable physical Media embodying that 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
      "Operator"	means a member of the Company’s personnel responsible for operating technical equipment at the Facility;
      "Period of Booking"	means the duration of the Booking
      "Pre Production Master"	means any physical recording media embodying a Recording in a form intended for mass production of copies of such Recording without further material change thereof
      "Recording"	means any recording of sound(s) and/or visual image(s) recorded in whole or in part on Media during the Booking, or which is specified as a Deliverable in the Booking Form
      "Representative"	means such parties as may be named in the Booking Form as the Client’s representatives that are authorised to act and give instructions on its behalf
      "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).
      "Services"	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

2. Agreement

   1. This Agreement shall only be accepted and binding on the Company once:

      1. the Client requests the Booking in writing by email , and the Company has given written confirmation of the acceptance of the Client’s request in writing; and

      2. the Company has received , a completed Booking Form and signed credit terms from the Client

3. Facility

   1. The Company shall make the Facility and the Operators (if any) specified in the Booking Form available to the Client during the Period Of Booking for the purposes of making Recordings whether at the direction of the Client or the Representatives or any other Client personnel named as authorised to do so in the Booking form.

   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

   3. The Client hereby acknowledges that prior to the commencement of the Period Of Booking it shall be responsible for:

      1. ensuring the suitability of the Facility for the Client's purpose during the Period of Booking ensuring that the Client Equipment shall be compatible with the Facility (and any relevant equipment located therein)

      2. the technical quality of any Recording engineered by any personnel whose services are employed by the Client in accordance with Clause 2.2; and that accordingly the Company gives no warranty as to any of the foregoing

      3. obtaining and paying for (or procuring that the same are obtained and paid for) any necessary third party consent, permission or licence required in order to make or exploit any Recordings or to produce or exploit any Master Recording or Pre Production Master during the Period Of 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 licence may result in delays to the completion of any such Recording or Master Recording and if any such delay causes the Booking to overrun the Period Of Booking then the Company may (but shall not be obliged) to allow the Booking to continue beyond the expiry of the Period Of 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

      4. obtaining and paying for (or procuring that the same are obtained and paid for) any necessary third party consent, permission or licence 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 to either party which arises due to the failure to obtain any such consent, permission or licence.

4. Agreed Services

   1. The Company shall endeavour to carry out the Agreed Services using suitable equipment and technically competent personnel

   2. The Company’s responsibility is limited to carrying out the Agreed Services and the supply of Deliverables (if any). 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

   3. The Client Personnel and the Representatives shall be entitled at reasonable times to monitor the Company's performance of the Agreed Services and the Company shall carry out the same at the reasonable direction of, and subject to the monitoring and approval of, the Client or the Representatives

   4. The Client acknowledges and accepts that it is solely responsible for ensuring that any Pre Production Master and any Deliverables meet with its full satisfaction prior to the commercial exploitation of any recording embodied thereon and Company accepts responsibility or liability in respect thereof

   5. If the Client has specifically requested the Company to engage the services of any personnel on the Company's behalf to carry out any specific services in connection with the Booking, the Client will ensure that said 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. The parties agree that the Company shall have no liability for any act or omission performed by any third party appointed by, or at the request of, the Client.

5. Fee

   1. The Client shall provide purchase orders in advance of making any Bookings, Payment is required as set out in the Booking Form (and credit terms may be offered and agreed at the Company’s discretion and on satisfactory completion by the Client of such credit checks as may be specified by the Client).

   2. Unless otherwise specified in the Booking Form, the Company shall be entitled to invoice the Client for all fees set out in the Booking Form in advance of the Booking as well as all Disbursements incurred by the Company in the course of provision of Booking and the Services, and shall be entitled to withhold performance of the Services and/or access to the Facility until all such sums are paid in full.

   3. In addition to invoicing the Client for the base cost of Disbursements, the Company shall be entitled to charge the Client a sum equivalent to twenty per cent (20%) of the base cost of all Disbursements incurred.

   4. Irrespective of whether issued in advance of the Booking or otherwise, all invoices issued by the Company shall be due and payable within 7 days of their date of issue; unless otherwise agreed in writing.

   5. 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 the statutory commercial interest (article 6:119a BW) from the date that such sum falls due until the same paid to the Company.

   6. The Fee and the costs of any Disbursements, shall not be reduced on account of:

      1. the failure of any Client Personnel to attend the Facility during any or all of the Period Of Booking; or

      2. the Client's cancellation of the Booking or any part thereof.

   7. All sums payable hereunder are expressed to be exclusive of VAT which shall, if applicable, be payable in addition to such sums provided that a valid VAT invoice shall have been rendered to the Client in respect thereof.

   8. Subject to clause 17, if the Booking is cancelled prior to the commencement of the Period Of Booking all costs as set out in the Booking From, including without limitation the Fee, any Disbursements incurred by the Company on behalf of the Client or any Client Personnel in relation to the Booking, shall be payable by the Company.

6. Client Media, Personnel and Equipment

   1. The Client shall give the Company reasonable notice of its intention to use any Client Media during the Period Of Booking and shall provide the Company with full technical details in relation to the same prior to the commencement of the Period Of Booking.

   2. If the Client uses any Client Blank Media:

      1. the Company shall be entitled to charge the Client a sum equivalent to twenty per cent (20%) of the manufacturer's recommended retail list price in respect of any of the Client's Blank Media used during the Booking

      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 Clients 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.

      3. the Company shall be entitled to charge the Client as a Disbursement 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

      4. the Company shall procure that the Client Media (if any), Client Equipment and any Ancillary Materials shall be delivered to the Facility at least 16hrs before the commencement of the Period Of Booking.

   3. The Client hereby warrants undertakes and agrees that it shall procure that all Client Personnel shall abide by the Studio's rules, regulations and health and safety policy (a copy of which shall be supplied to the Client on request) and that it shall be responsible for:

      1. the actions of the Client's Personnel upon the Company's premises;

      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;

      3. the cost of any hire of any Client Equipment (if applicable);

      4. any costs and expenses incurred by the Company on behalf of any Client Personnel at any Client Personnel's request; and

      5. any and all loss or damage to any Client Equipment, Client Media and ancillary materials (which the same shall be at the sole risk of the Client whilst at the Facility or on any Company premises).

   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 Period Of Booking. If the Client fails to do so, the Client shall be liable to the Company for its reasonable storage charges. The Company shall be entitled by 1 (one) months written notice to the Client at its address on the Booking Form to require 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. 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.

7. Sound Levels

   1. 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:

      1. the Client shall be responsible for the level of noise within the Studio;

      2. the Client shall procure that noise levels in excess of eighty five (85) decibels shall not be sustained in the facility for long periods and accepts full responsibility for any failure by it to do so.

   2. 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).

8. Recordings and Materials

   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")

   2. After the Collection Date:

      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

      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

      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

   3. Notwithstanding the foregoing until such time as the Company shall be in receipt of cleared payment of all Fees and Disbursements:

      1. property in all Master Recordings and/or Ancillary Materials shall vest in the Company; and

      2. the Company shall be entitled to retain possession of the said Master Recordings and/or Ancillary Materials.

   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.

   5. For the avoidance of doubt, the parties recognise that a Master Recording may not necessarily be embodied on physical Media and may (as specified in the Booking Form and/or at the Company’s discretion) be stored by the Company and provided to the Client remotely via an electronic medium.

   6. 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 the period specified in clause 3.4 and written notice has been 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.

9. Indemnity

   1. 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) suffered by the Company arising from:

   2. the Client's cancellation of the Booking including without limitation any reasonable costs or expenses incurred by the Company in connection with the Booking;

   4. the Client's making, use or exploitation of any Recordings;

   5. the Client's breach of any of the terms of this Agreement; and

   6. the Client's failure to obtain any licences, consents or permissions in relation to the making or exploitation of any Recordings, Master Recordings or Pre Production Masters.

10. Content of Recording

    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 libellous 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 legal counsel in respect of any such claim

    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 libellous nature, or would constitute an infringement of any copyright or other rights.

11. Facility Breakdown Warranty

    1. In the event of Facility Breakdown the Company shall, in full and final settlement of all claims in respect of the same, at its option either make available to the Client the Facility for a period of time equivalent in duration that proportion of the unexpired Period Of 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.

12. Master Recordings and Post Production Work

    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 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

    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 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

    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 shall be limited to the Maximum Liability or the Fee (whichever is less).

    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 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 whatsoever.

13. Client's Recordings

    1. 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.

14. Company's Overall Liability

    1. In the event that the Client shall actually suffer any loss or damage arising directly from this Agreement or its subject matter (arising under breach of contract, tort, breach of statutory duty or otherwise) then, other than in cases of death or personal injury, the Company's aggregate liability in respect of such all claims arising shall be limited to the total value of the Fee.

    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:

       1. indirect or consequential loss or damage;

       2. direct loss arising as a result of any loss of profits, anticipated savings, goodwill or data arising from any fault in the Facility or any act or omission of the Company its servants or agents in respect of this Agreement

    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.

    4. The Client accepts that the limitation of the Company's total liability in respect of the Booking and/or the Agreed 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 Agreed 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.

15. Force Majeure

    1. 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, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company, 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 life events beyond the control of the Company

16. Facility Security

    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.

    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.

    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.

17. Miscellaneous

    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

    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

    3. No variation or amendment to this Agreement shall be effective unless made in writing and signed by the parties hereto

    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

    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.

    6. This agreement shall be construed in accordance with the Dutch law and subject to the exclusive jurisdiction of the Amsterdam Court.

18. Cancellation Charges

    1. If the Booking shall be cancelled by notice in writing from the Client to the Company: more than 24 hours before the start of the Period of Booking, then the Client shall not be required to pay to the Company any cancellation charge or any of the Fee

    2. If the Booking shall be cancelled by notice in writing from the Client to the Company: less than 24 hours before the start of the Period of Booking, then the Client shall pay to the Company [the sum of [£ ]/[100% of the Fee] as a cancellation charge.

    3. Notwithstanding the foregoing, if the Company shall receive a replacement booking in respect of the Facility or the Agreed Services whereby the Facility shall be hired for a time equivalent to the Period Of Booking and/or a third party shall engage the Company to provide services equivalent to the Agreed Services on terms that are equal to or more advantageous to the Company than those contained in this Agreement (including as to the Fee) then the Company may (in its discretion) waive its entitlement to a cancellation charge or to require the Client to pay the Fee hereunder.

    4. Notwithstanding the foregoing, if the Company shall receive a replacement booking in respect of the Facility or the Agreed Services whereby the Facility shall be hired by a third party for a time which is not equivalent to the Period Of Booking and/or a third party shall engage the Company to provide services which are not equivalent to the Agreed Services then the Company may (in its discretion) deduct any fee paid by any such third party from the cancellation charge required to be paid by the Client to the Company hereunder.

19. Repair Clause

    1. If any provision of this Agreement might be wholly or in part null and void and/or invalid and/or unenforceable as a result of any statutory regulation, judicial decision, or otherwise, this will have no consequences whatsoever for the validity of all other provisions of the Agreement.

Terms & Conditions
New York

Contents

1. Definitions

2. Agreement

3. Facility and Agreed Services

4. Fee

5. Client Media, Personnel and Equipment

6. Sound Levels

7. Recordings and Materials

8. Indemnity

9. Content of Recording

10. Facility Breakdown Warranty

11. Master Recording and Post Production Work Warranty

12. Client's Recordings

13. Company's Overall Liability

14. Force Majeure

15. Facility Security

16. Miscellaneous

17. Cancellation

1. Definitions

   1. In this Agreement the following terms shall have the following meanings:

      "Agreed Services"	means the services described as such in the Booking Form, which the Company has agreed to perform for the Client.
      "Agreement"	means these conditions, the Booking Form and any schedules attached to or referred to in them.
      "Artist"	means a performing or recording artist named in the Booking Form and invited by the Client to make use of the Facility during the Booking.
      "Blank Media"	means blank Media which does not embody any audio only or any audio- visual recording (other than any so-called smpte or similar time code).
      "Booking Form"	means the form setting out the details of the Booking as may be attached to this Agreement.
      "Booking"	means the hire of the Facility and the supply of the Agreed Services during the Period Of Booking in accordance with the quotation terms of this Agreement.
      "Client"	means the party named as such in the Booking Form.
      "Client Blank Media"	means any Blank Media which 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 belonging to (or otherwise in the possession of) the Client which is brought into the Facility or other of the Company's premises by or at the request of the any Client Personnel.
      "Client Invitee(s)"	means any persons invited by the Client to the Facility, including 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 which 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 Wave Studios USA LLC, a Delaware limited liability company and its business office at 180 Varick Street, Suite 934, New York, New York 10014.
      "Deliverables"	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") which the Company is to provide to the Client, as shall be set out in the Booking Form.
      "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 without limitation any food or beverages (including any alcoholic beverages) supplied by any third party or by the Company, taxis or rideshare services 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).
      "Facility"	means the location where the Services are provided.
      "Facility Breakdown"	means a failure or breakdown or unavailability for any reason of the Facility which prevents the Client's use thereof in accordance with the terms hereof.
      "Fee"	means the fees for the Booking and the Services set out in the Booking Form.
      "Format(s)"	means media technologies upon which master recordings are delivered.
      "Master Recording"	means a high-quality manifestation of a Recording and, where applicable, any portable physical Media embodying that 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.
      "Operator"	means a member of the Company’s personnel responsible for operating technical equipment at the Facility.
      "Period of Booking"	means the duration of the Booking.
      "Pre Production Master"	means any physical recording media embodying a Recording in a form intended for mass production of copies of such Recording without further material change thereof.
      "Recording"	means any recording of sound(s) and/or visual image(s) recorded in whole or in part on Media during the Booking, or which is specified as a Deliverable in the Booking Form.
      "Representative"	means such parties as may be named in the Booking Form as the Client’s representatives that are authorized to act and give instructions on its behalf.
      "Security Policy"	means the policy adopted by the Company in respect of the security of the Facility and the prevention of unauthorized 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).
      "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.

2. Agreement

   1. This Agreement shall only be accepted and binding on the Company once:

      1. the Client requests the Booking in writing by email, and the Company has given written confirmation of the acceptance of the Client’s request in writing; and

      2. the Company has received a completed Booking Form and signed credit terms from the Client.

3. Facility and Agreed Services

   1. The Company shall make the Facility and the Operators (if any) specified in the Booking Form available to the Client during the Period of Booking for the purposes of making Recordings whether at the direction of the Client or the Representatives or any other Client Personnel named as authorized to do so in the Booking form.

   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.

   3. The Client hereby acknowledges that prior to the commencement of the Period of Booking it shall be responsible for:

      1. ensuring the suitability of the Facility for the Client's purpose during the Period of Booking, including ensuring that the Client Equipment will be compatible with the Facility (and any relevant equipment located therein).

      2. the technical quality of any Recording engineered by any personnel whose services are employed by the Client in accordance with Clause 2.2. and that accordingly the Company gives no warranty as to any of the foregoing

      3. obtaining and paying for (or procuring that the same are obtained and paid for) any necessary third party consent, permission or licence required in order to make or exploit any Recordings or to produce or exploit any Master Recording or Pre Production Master during the Period of 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 licence may result in delays to the completion of any such Recording or Master Recording and if any such delay causes the Booking to overrun the Period of Booking then the Company may (but shall not be obliged) to allow the Booking to continue beyond the expiry of the Period of 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 prices consistent with the Fees.

      4. obtaining and paying for (or procuring that the same are obtained and paid for) any necessary third party consent, permission or licence 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 for any loss to either party which arises due to the failure to obtain any such consent, permission or licence.

   4. The Company shall endeavour to carry out the Agreed Services using suitable equipment and technically competent personnel.

   5. The Company’s responsibility is limited to carrying out the Agreed Services and the supply of Deliverables (if any). 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.

   6. The Client Personnel and the Representatives shall be entitled at reasonable times to monitor the Company's performance of the Agreed Services and the Company shall carry out the same at the reasonable direction of, and subject to the monitoring and approval of, the Client or the Representatives.

   7. The Client acknowledges and accepts that it is solely responsible for ensuring that any Pre Production Master and any Deliverables meet with its full satisfaction prior to the commercial exploitation of any recording embodied thereon and the Company accepts responsibility or liability in respect thereof.

   8. If the Client has specifically requested the Company to engage the services of any personnel on the Company's behalf to carry out any specific services in connection with the Booking, the Client will ensure that said 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. The parties agree that the Company shall have no liability for any act or omission performed by any third party appointed by, or at the request of, the Client.

4. Fee

   1. The Client shall provide purchase orders in advance of making any Bookings. Payment is required as set out in the Booking Form (and credit terms may be offered and agreed at the Company’s discretion and on satisfactory completion by the Client of such credit checks as may be specified by the Company).

   2. Unless otherwise specified in the Booking Form, the Company shall be entitled to invoice the Client for all fees set out in the Booking Form in advance of the Booking as well as all Disbursements incurred by the Company in the course of provision of Booking and the Services, and shall be entitled to withhold performance of the Services and/or access to the Facility until all such sums are paid in full.

   3. In addition to invoicing the Client for the base cost of Disbursements, the Company shall be entitled to charge the Client a sum equivalent to twenty per cent (20%) of the base cost of all Disbursements incurred.

   4. Irrespective of whether issued in advance of the Booking or otherwise, all invoices issued by the Company shall be due and payable within 7 days of their date of issue unless otherwise agreed in writing.

   5. 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 the Company shall be entitled to charge the Client interest thereon at a rate of three per cent (3%) per annum above the Prime Rate as published in The Wall Street Journal, or at the maximum rate permitted by statute (whichever is greater) from the date that such sum falls due until the same paid to the Company.

   6. The Fee and the costs of any Disbursements shall not be reduced on account of:

      1. the failure of any Client Personnel to attend the Facility during any or all of the Period of Booking; or

      2. the Client's cancellation of the Booking or any part thereof.

   7. All sums payable hereunder are expressed to be exclusive of sales or any other tax including value added tax which shall, if applicable, be payable in addition to such sums provided that a valid invoice for such tax, if applicable, shall have been rendered to the Client in respect thereof.

   8. Subject to clause 16, if the Booking is cancelled prior to the commencement of the Period of 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 in relation to the Booking, shall be payable by the Client.

5. Client Media, Personnel and Equipment

   1. The Client shall give the Company reasonable notice of its intention to use any Client Media during the Period of Booking and shall provide the Company with full technical details in relation to the same prior to the commencement of the Period of Booking.

   2. If the Client uses any Client Blank Media:

      1. The Company shall be entitled to charge the Client a sum equivalent to twenty per cent (20%) of the manufacturer's recommended retail list price in respect of any of the Client's Blank Media used during the Booking.

      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 Clients 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.

      3. The Company shall be entitled to charge the Client as a Disbursement 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.

      4. The Client shall procure that the Client Media (if any), Client Equipment and any Ancillary Materials shall be delivered to the Facility at least 16hrs before the commencement of the Period of Booking.

   3. The Client hereby warrants undertakes and agrees that it shall procure that all Client Personnel shall abide by the Studio's rules, regulations and health and safety policy (a copy of which shall be supplied to the Client on request) and that it shall be responsible for:

      1. the actions of the Client's Personnel upon the Company's premises;

      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, or Materials;

      3. the cost of any hire of any Client Personnel (if applicable);

      4. any costs and expenses incurred by the Company on behalf of any Client Personnel at any Client Personnel's request; and

      5. any and all loss or damage to any Client Equipment, Client Media and ancillary materials (which the same shall be at the sole risk of the Client whilst at the Facility or on any Company premises).

   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 Period of Booking. If the Client fails to do so, the Client shall be liable to the Company for its reasonable storage charges. The Company shall be entitled by 1 (one) month’s written notice to the Client at its address on the Booking Form to require 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. 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

   1. The Client hereby acknowledges 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:

      1. the Client shall be responsible for the level of noise within the Studio; and

      2. the Client shall procure that noise levels in excess of eighty five (85) decibels shall not be sustained in the facility for long periods and accepts full responsibility for any failure by it to do so.

   2. The 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 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

   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").

   2. After the Collection Date:

      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.

      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.

      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.

   3. Notwithstanding the foregoing until such time as the Company shall be in receipt of cleared payment of all Fees and Disbursements:

      1. property in all Master Recordings and/or Ancillary Materials shall vest in the Company; and

      2. the Company shall be entitled to retain possession of the said Master Recordings and/or Ancillary Materials.

   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.

   5. For the avoidance of doubt, the parties recognise that a Master Recording may not necessarily be embodied on physical Media and may (as specified in the Booking Form and/or at the Company’s discretion) be stored by the Company and provided to the Client remotely via an electronic medium.

   6. The Company shall retain a general lien over any property of any Client Personnel 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 the period specified in clause 3.4 and written notice has been 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.

8. Indemnity

   1. 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) suffered by the Company arising from:

   2. the Client's cancellation of the Booking including without limitation any reasonable costs or expenses incurred by the Company in connection with the Booking;

   3. the Client's making, use or exploitation of any Recordings;

   4. the Client's breach of any of the terms of this Agreement; and

   5. the Client's failure to obtain any licences, consents or permissions in relation to the making or exploitation of any Recordings, Master Recordings or Pre Production Masters.

9. Content of Recording

   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 libellous 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 legal counsel in respect of any such claim.

   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 libellous nature, or would constitute an infringement of any copyright or other rights.

10. Facility Breakdown Warranty

    1. In the event of Facility Breakdown the Company shall, in full and final settlement of all claims in respect of the same, at its option either (i) make available to the Client the Facility for a period of time equivalent to that proportion of the duration of the unexpired Period Of 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 (ii) 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

    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 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.

    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 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.

    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 shall be limited to the Maximum Liability or the Fee (whichever is less).

    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 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 whatsoever (the “Maximum Liability”).

12. Client's Recordings

    1. 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

    1. In the event that the Client shall actually suffer any loss or damage arising directly from this Agreement or its subject matter (arising under breach of contract, tort, breach of statutory duty or otherwise) then, other than in cases of death or personal injury, the Company's aggregate liability in respect of such all claims arising shall be limited to the total value of the Fee.

    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:

    3. Indirect, special or consequential loss or damage; or

       1. Direct loss arising as a result of any loss of profits, anticipated savings, goodwill or data arising from any fault in the facility or any act or omission of the company its servants or agents in respect of this agreement.

    4. The company's liability under this agreement shall be to the exclusion of all other liability to the client whether contractual, tortious or otherwise.

    5. The client accepts that the limitation of the company's total liability in respect of the booking and/or the agreed 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 agreed 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

    1. 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, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company, 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

    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.

    2. The Client undertakes to inform the Company of any additional security measures in addition to the 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.

    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

    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.

    2. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and neither party shall be bound by any other statement or representation made to the other.

    3. No variation or amendment to this Agreement shall be effective unless made in writing and signed by the parties hereto.

    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.

    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.

    6. This agreement shall be construed in accordance with the laws of the State of New York without regard to its conflicts of laws principles, and any dispute brought in connection with this Agreement shall subject to the exclusive jurisdiction of the state and federal courts located in New York, New York.

    7. If any provision of the Agreement is held to be invalid under applicable law, such invalidity shall not affect the remaining provisions of the Agreement.

    8. The provisions of the Agreement shall be binding upon and inure to the benefit of the respective representatives, successors and assigns of the parties hereto, including, without limitation, a debtor-in-possession; provided, however, that no interest herein may be assigned by the Client without the prior written consent of the Company.

17. Cancellation Charges

    1. If the Booking shall be cancelled by notice in writing from the Client to the Company more than 24 hours before the start of the Period of Booking, then the Client shall not be required to pay to the Company any cancellation charge or any of the Fee.

    2. If the Booking shall be cancelled by notice in writing from the Client to the Company less than 24 hours before the start of the Period of Booking, then the Client shall pay to the Company the sum of 100% of the Studio Fee as a cancellation charge.

    3. Notwithstanding the foregoing, if the Company shall receive a replacement booking in respect of the Facility or the Agreed Services whereby the Facility shall be hired for a time equivalent to the Period of Booking and/or a third party shall engage the Company to provide services equivalent to the Agreed Services on terms that are equal to or more advantageous to the Company than those contained in this Agreement (including as to the Fee) then the Company may (in its discretion) waive its entitlement to a cancellation charge or to require the Client to pay the Fee hereunder.

    4. Notwithstanding the foregoing, if the Company shall receive a replacement booking in respect of the Facility or the Agreed Services whereby the Facility shall be hired by a third party for a time which is not equivalent to the Period Of Booking and/or a third party shall engage the Company to provide services which are not equivalent to the Agreed Services then the Company may (in its discretion) deduct any fee paid by any such third party from the cancellation charge required to be paid by the Client to the Company hereunder.

Terms & Conditions
Films

Contents

1. Definitions

2. Contract

3. Services

4. Changes

5. Warranty

6. Title, Risk and IPR

7. Fees

8. Cancellation

9. Termination

10. Liability

11. General

1. Definitions

   1. In this Agreement the following terms shall have the following meanings:

      "Agreement"	these terms, the relevant SOW and any schedules or annexes to them;
      "Commencement Date"	the date on which this Agreement is entered into by the parties to it, or such alternative date as may be specified in the SOW;
      Drafts"	any drafts samples or prototypes;
      "Fees"	fees in the SOW/ Quotation (ex VAT) or otherwise agreed by us in writing from time to time;
      "Force Majeure"	events, circumstances or causes beyond our reasonable control (including fires, floods, pestilences, strikes and industrial lock-outs);
      "IPR"	patents inventions copyrights and related rights trademarks database rights and other intellectual property rights and applications rights to apply for renew or extend the same which subsist now or in the future in any jurisdiction;
      "Materials"	any final materials (whether or not electronic) prepared as part of the Services (excluding Drafts);
      "SOW"	the statement of work or Quotation issued by us which sets out the commercial terms of the arrangement between us and to which these terms are attached (or were provided alongside);
      "Specification"	the specification of the Services and Materials to be provided by us to you pursuant to the terms of this Agreement, as shall be set out in the SOW, or such schedules to this Agreement as it may refer to;
      "we, us, our"	means Wave Films Limited (No.10335457) a company incorporated in England and Wales;
      "you, your"	means the client named on the SOW or Quotation supplied.

   2. In this agreement: a person includes a natural person and any corporate or unincorporated body; a reference to a statute includes it as amended or re-enacted from time to time, as well as all relevant subordinate legislation; words preceded by including, include, in particular or the like shall be illustrative and shall not limit the sense of preceding words; writing or written includes fax and e-mail; terms such as ‘parties’ mean the parties to this Agreement.

2. Contract

   1. SOWs (and/or any other quotations offered by us) are not offers capable of acceptance by you, a contract between us will only be formed once this Agreement has been (a) signed by both parties; or (b) if sooner, you confirm in writing that you agree the SOW and we have confirmed such agreement in writing.

   2. This agreement includes these terms and the terms of the SOW. In the event of conflict, the terms of the SOW prevail.

   3. This agreement is effective once (a) signed by both parties; or (b) if sooner, you confirm in writing or orally that you agree the SOW and we have confirmed such agreement in writing.

   4. The terms of this agreement apply to the exclusion of any other terms which you seek to impose or incorporate or which may be implied by trade custom practice or course of dealing.

   5. This agreement is the entire agreement between us. You acknowledge that you have not relied on any statement promise or representation made on our behalf that is not set out in this agreement.

3. Services

   1. From the Commencement Date we shall, in consideration of timely payment of the Fees by you, we will endeavour to provide the Services using reasonable care and skill.

   2. The parties agree that any dates for performance of the Services set out in the SOW are approximate and that time shall not be of the essence in relation to them.

   3. You shall promptly provide all information, assistance and materials set out in the SOW and such additional information, assistance and/or materials as we may reasonably request from time to time.

   4. Where any event of Force Majeure or any action or omission by you causes a delay to our ability to provide the Services, then we shall be entitled to an extension of all affected deadlines equal to the length of the delay so caused.

   5. You shall not use the Materials on any internet domains other than those as specified in the SOW (individually or as a class) without our prior written consent.

4. Changes

   1. No change to the Specification (a "Change") shall be effective unless agreed by us in writing.

   2. If we have started work when you request a Change you shall pay for the work performed at our standard hourly rates and all costs incurred.

   3. If you request a Change prior to us beginning to deliver the Services we reserve the right not to begin providing the Services until you have signed a revised SOW which captures the full extent of the requested Change and all applicable increases to the Fees.

5. Warranty

   1. We warrant that for a period of 30 days from the date of delivery the (the "Warranty Period"), the Materials shall:

      • conform materially with the Specification when accessed in the OS;

      • be free of material defects in design material and workmanship;

      • be of satisfactory quality (as defined in the Sale of Goods Act 1979).

   2. If during the Warranty Period you notify us in writing that the Materials do not comply in all material respects with the Specification and we are given a reasonable opportunity to examine them and confirm the reported non-conformity, we shall at our option repair or replace the defective Materials or refund a portion of the price of the defective Materials which is a reasonable reflection of their diminished value. If you give notice and we are unable to find and observe the reported defect, we reserve the right to charge you for our wasted costs on a time and materials defect.

   3. We shall not be liable for the non-compliance of any Materials with the Specification if the defect arises because: you failed to follow our instructions or good trade practice; you alter, modify, adapt or develop the Materials without our written consent; you use the Materials for a purpose for which they were not supplied, you misuse or abuse the Materials; an event of Force Majeure renders the Materials unusable or otherwise diminishes their value.

   4. Where, in relation to the Services or any aspect of the Materials, an operating or browser environment is specified in the SOW (which may be referred to as an “OS”) that reference is only to be read as referring to the then current (or otherwise specified) release and is not to be taken as any warranty or guarantee that the relevant Services or Materials will be compatible with any future release of that Operating System.

   5. Save for as set out in this clause 5 we shall not be liable to you for the Materials' failure to comply with the Specification as set out in this clause. The Warranty applies to any repaired or replaced Materials for 3 months from the date of repair or replacement.

   6. All terms and conditions implied by statute or common law are excluded to the fullest extent permitted by law.

6. Title, Risk and IPR

   1. Risk in physical Materials shall pass from us to you on delivery; title in the Materials shall pass (subject to clauses 6.2 and 6.3) only when we have received the Fees in full.

   2. All IPR subsisting in the Materials shall belong to us and remain ours, subject to clause 6.3 below.

   3. Subject to us receiving the Fees in full, if we have agreed in the SOW:

      • to “assign” particular IPR to you then we will assign that specified IPR using our standard form of assignment and the relevant IPR shall be transferred to you as specified in its terms;

      • to “licence” particular IPR to you then we shall, on full payment of the Fees, grant to you a non-exclusive, royalty-free licence to use the Materials for your internal business purposes and/or such purposes as are set out in the SOW (and you accept and acknowledge that we may continue to use such IPR for any purpose and to license it to third parties), provided that the above does not licence or assign IPR belonging to third parties or in Drafts.

   4. You shall not provide us with any defamatory, illegal materials, or materials which infringe the IPR of third parties and you hereby indemnify us in respect of any costs (including legal expenses) claims liabilities actions or proceedings for which we may be liable as a result of your breach of this clause.

   5. Where the Materials contain any third party IPR in the Materials, you agree and undertake to comply strictly with the terms of any licence which govern the use of those third party components. We make no warranty or guarantees in respect of such IPR (including in relation to whether that IPR does or does not infringe any third party’s IPR).

7. Fees

   1. Unless otherwise specified in the SOW you shall be invoiced for the Fees on delivery of the Services.

   2. All invoices issued by us shall be due and payable within 30 days of their date of issue, unless otherwise agreed in writing.

   3. Time of payment is of the essence of this Agreement. Payment shall be in full in cleared funds without set-off, deduction, withholding or counterclaim.

   4. If you fail to make any payment by the due date for payment, then: you shall pay interest on the overdue amount at 4% pa above Coutts & Company’s base rate, or the maximum rate permitted by statute (whichever is greater) accruing on a daily basis from the due date until payment (before and after judgment); we may suspend delivery of the Services without penalty until all outstanding Fees are paid.

   5. The cost of any ‘Value Added Tax’ (“VAT”) and/or similar sales or transaction taxes due on the Services or Materials shall be added to our invoices and shall be payable solely by you.

   6. All expenses set out in the SOW (as specific sums, or as categories of expenses validly claimable) shall be payable by you to us on presentation of a valid invoice. Further you shall be liable to pay us the full cost of all expenses reasonably incurred by us during provision of the Services, subject to our notifying you of those expenses (specifically, or as a class) in advance of them being incurred.

8. Cancellation

   1. If you want us to stop work you must request us to do so in writing (a “CR”).

   2. We may cease providing Services from the date of the CR and you shall pay us on demand in respect of (a) Services performed up to the date of the CR (or, where applicable to the date of the Agreement’s termination); (b) our staff and resources insofar as they would have been used to provide Services for 14 days after the CR; and (c) all expenses goods or services booked for your benefit before the CR (whether or not relating to after the CR).

9. Termination

   1. Either party may terminate this agreement by giving the other not less than 30 days’ written notice. Where you terminate the Agreement in this fashion your notice to terminate shall be treated as a CR and the terms of clause 8.2 shall apply.

   2. Either party may terminate this Agreement forthwith by giving written notice in the event that the other party is in breach of its terms and, such breach being remediable, it is not remedied within 30 days of the breaching party being given notice to remedy it.

   3. We may terminate this agreement immediately at any time by written notice if: (a) you are unable to pay your debts as they fall due; (b) a liquidator, administrator, administrative receiver or receiver is appointed in respect of you or any of your assets; (c) you enter any scheme, arrangement or compromise with your creditors; (c) you are the subject of a winding up petition; (d) anything analogous to the foregoing occurs in any jurisdiction.

10. Liability

    1. Nothing in this agreement shall limit or exclude our liability for death or personal injury, fraud or for any other matter it would be unlawful for us to limit or exclude liability.

    2. Subject to clause 10.1 we shall not be liable for any indirect or consequential losses suffered by you, no matter how such losses arise and whether or not either party had foreseen the possibility of such loss; nor shall we be liable for any loss of profits, anticipated savings, business, contracts, goodwill, reputation or data whether arising directly or indirectly and howsoever caused. Our total aggregate liability to you for all other losses arising out of this Agreement (by way of claims in tort, contract, breach of statutory duty or otherwise) and/or its subject matter shall be limited to the higher of £15,000 or 150% of the Fees paid by you to us.

    3. Where any claim made by you against us relates to our failure to provide Services our liability shall, subject always to clause 10.2, be limited to the costs and expenses incurred by you in obtaining replacement services of similar description/quality in the cheapest market available, less the fees you would have paid us had we provided the Services.

    4. Neither party shall be liable to the other for any delay, failure, loss or damage arising out of any event of Force Majeure.

11. General

    1. We may assign transfer subcontract or otherwise deal with any of our rights or obligations under this agreement. You shall not without our prior written consent assign transfer subcontract or otherwise deal with any of your rights or obligations under this agreement.

    2. We may use, publish, reproduce and disclose the Materials, your name and details of the relevant project on our website and in our publicity materials.

    3. Notices shall be in writing addressed to a party at its registered office or other address as that party specifies in writing and given as follows (with deemed service as follows) (a) personally (when given) (b) by first-class or recorded post within the UK (two business days after posting) (c) commercial courier (when signed for) (d) fax or e-mail (next business day).

    4. If any provision of this agreement is invalid illegal or unenforceable the provision shall to the extent required be deemed deleted. The enforceability of the other provisions will not be affected. A waiver is only effective if made in writing. No variation shall be effective unless agreed in writing by you and us. No person other than the parties has any rights hereunder.

    5. This agreement is governed by the law of England. The English courts have exclusive jurisdiction.