Terms & Conditions
means the agreement comprised in the Booking Form and these Conditions;
means the hire of the Studio for the Period of Booking and subject to the other terms and conditions specified in the Booking Form;
means the fee payable by the Client to the Company for the Booking as specified in the Booking Form or if not specified then calculated in accordance with the Company’s published or usual scale of charges;
means any written quotation given by the Company and accepted and agreed to and signed by the Client (to be deemed accepted when work begins if no prior acceptance is received by the Company) or the description of supply (but not any “terms and conditions”) contained in any written order of the Client accepted by the Company (to be deemed accepted when work begins if no prior acceptance is received by the Client);
means the person or company referred to in the Booking Form;
means equipment brought onto the Company’s premises by the Client, or the Client’s Personnel or any servant agent or contractor for and on behalf of the Client;
“Client’s Own Part Recorded Media”
means the Client’s own recording media incorporating pre-recorded material including without limitation multi-track recording tape and computer software;
means persons invited by the Client to enter the Studio during the Booking;
means a recording made before the Period of Booking which is delivered to the Company by the Client in connection with this Agreement;
means Megaphonic Touring Limited;
means these conditions;
means the Booking Fee;
means the original recording produced for the Client in the course of the Booking on the media and in the format described in the Booking Form;
means the maximum liability on the part of the Company to the Client arising under or in connection with this Agreement (in the aggregate for all potential claims by the Client) being the lesser of (i) £100; and (ii) the total amounts actually paid to the Company by the Client under this Agreement in the six months immediately preceding the initial notice of any claim;
means the staff of the Company named as such in the Booking Form;
“Period of Booking”
means the period described as such in the Booking Form;
“Pre Production Master”
means a Recording in form intended for mass production without further material change;
means any single or multi-track audio and/or visual recording or data programming or derivative thereof or any one or more pieces of recorded sound or visual image recorded or used during the Booking including a Master Recording and a Pre Production Master or any Client’s Recording;
means the persons named in the Booking Form being authorised by the Client to instruct the Company on behalf of the Client;
means all audio and or audio visual material documenting the progress and making of the Recording in the Studio during the Period of Booking;
means the recording studio and the equipment specified in the Booking Form;
means all parts of the building and premises in which the Studio is contained;
means a failure or breakdown or unavailability for any reason of the Studio which prevents the Client’s use thereof in accordance with the terms hereof;
means all Company owned and or controlled trade marks, logos and associated rights.
These Conditions alone are to apply to all facilities hired and work done by the Company for the Client and shall prevail over any terms and conditions put forward by the Client.
2. STUDIO FACILITIES
2.1 The Company shall make the Studio and the Operators available to the Client for the Period of Booking and shall produce the Master Recording at the direction and subject to the monitoring and approval of the Client or the Representatives. The Client shall only permit people directly involved in the Recordings to enter the Studio Building and only during the Period of Booking. The Company reserves the right to require any person not so involved to leave the Studio building.
2.2 The Client hereby acknowledges that it shall be responsible for:
(a) ensuring the suitability of the Studio for the Client’s purpose;
(b) ensuring that the Client’s Equipment shall be compatible with the Studio;
(c) the technical quality of any recording engineered by personnel provided by the Client;
(d) any problem or damage caused by use of Clients Own Part Recorded Media (including any virus damage), and that accordingly the Company gives no warranty as to the foregoing; and/or
(e) obtaining and paying for (or procuring that the same are obtained and paid for) any and all necessary third party consent, permission or license required in order to make or exploit any Recordings. The Client will be responsible any loss due to the failure to obtain any such consent, permission or licence and shall fully indemnify and hold the Company harmless against all losses (of whatever nature) the Company may suffer as a result of any failure by the Client to comply with this clause 2.2(e).
3. THE BOOKING FEE
3.1 For Clients with accounts with the Company, payment of the whole of the Booking Fee and any other sums payable by the terms of this Agreement shall be due on the later of either thirty (30) days of the Company’s invoice in respect of such monies, or on the first day of the Period of Booking.
3.2 For all other Clients, and unless agreed otherwise with a Client and set out in the Booking Form, the Booking Fee shall be payable in full upon receipt of the Company’s invoice for the agreed Booking Fee.
3.3 Where agreed with the Client the Company may make additional charges for specific items (including but not limited to overtime (charged at the our usual hourly rates from time to time in force unless agreed otherwise by us in writing), taxi fares, materials and/or food), which amounts will be payable in full by the Client on receipt of an invoice in respect of such charges.
3.4 Unless payment is made by cash or has otherwise been agreed in writing by the parties, all payments under this Agreement must be made by electronic bank transfer in cleared funds to the account details provided by Company.
3.5 Company generally requires all payments to be by electronic bank transfer. However, Company also reserves the right to require that a debit or credit card’s details of the Client additionally be held on file, for the purposes of Company settling outstanding fees and charges after the Booking if necessary. For those purposes and where Company does request debt or credit card details to hold on file, Client authorises the Company to charge, after the Booking, that card with any outstanding charges and/or the Booking Fee.
3.6 Without prejudice to any other rights or remedies available to the Company, the Client shall be liable to pay interest on any sums overdue at either the higher of 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 from the date that such sum falls due until the same paid to the Company.
3.7 Subject to the Company exercising its discretion in accordance with Clause 3.8 hereof, the Fee shall not be reduced on account of:
(a) the Client’s failure to use the Studio for any or all of the Period of Booking;
(b) the Client’s cancellation of the Booking or any part thereof.
3.8 In the event of the Client’s failure to use the Studio for any or all of the Period of Booking or the Client’s cancellation of the Booking, the Company may, at its sole discretion and without any obligation whatsoever, endeavour to make the Studio and Operators available for an alternative booking. The Company shall deduct any monies received from such alternative bookings (which, at the sole discretion of the Company, may be less than the Booking Fee) against the Fee payable by the Client. The balance of the Fee shall be payable in accordance with this Agreement.
4.1 The Client will be responsible for the integrity of the Client’s own media, including (without limitation) hard drives and/or the Client’s Own Part Recorded Media (the “Media Materials”) and the Company shall not be liable for any deficiency in or caused by such Media Materials. The Client shall be responsible for backing up or creating safety duplicates of any Media Materials.
4. THE CLIENT’S OWN MEDIA, PERSONNEL AND EQUIPMENT
4.2 The Client hereby warrants undertakes and agrees that it shall procure that each of the Client’s Personnel shall abide by the Studio’s rules, regulations and health and safety policy and that it shall be responsible:
(a) for the actions of the Client’s Personnel upon the Company’s premises;
(b) for any and all injury, loss or damage to any person’s equipment or premises (including, without limitation, the Studio’s equipment or premises) caused by any act or omission of the Client’s Personnel, or as a result of any defect in or inappropriate specification of the Client’s Equipment or the Media Materials generally;
(c) for the cost of the hire of any Client’s Equipment;
(d) for any costs and expenses incurred by the Company on behalf of the Client at the Client’s request;
(e) for any and all loss or damage to the Client’s Equipment which shall be at the sole risk of the Client.
4.3 The Client hereby warrants, undertakes and agrees that it shall maintain adequate insurance cover with reputable insurers for the duration of the Period of Booking in respect of its obligations under Clause 4.2 of these Conditions.
4.4 The Client shall vacate the Studio and remove all Client’s Equipment forthwith at the end of the Period of Booking. The Company shall be entitled by 3 (three) months’ notice to the Client to require the Client to collect the Client’s Equipment and in default of collection of the Client’s Equipment on or before the expiration of the said period of notice, the Company shall be entitled to destroy or otherwise dispose of the Client’s Equipment.
4.5 The Client shall, and the Client shall procure that Client’s Personnel shall, comply at all times with any policies or manuals, including without limitation the Company’s House Manual, as may be provided by the Company from time to time.
5. SOUND LEVELS
The Client hereby acknowledges that the Noise at Work Regulations 1989 have established that prolonged exposure to high noise levels above 85 dB(A) may cause damage to hearing and that both studios and studio users are required by law to keep exposures as low as reasonably practicable and that accordingly:
5.1 the Client shall be responsible for noise levels within the Studio;
5.2 high noise levels shall not be sustained for long periods;
5.3 the Company hereby reserves the right to take such action as it may deem appropriate to maintain tolerable noise levels and that no claim shall lie against the Company in respect of inconvenience or time lost in the event of such action;
5.4 the Client shall follow the recommendations contained in the APRS leaflet “KEEP SOUND LEVELS DOWN” (receipt of a copy of which the Client hereby acknowledges) and instruct the Client’s Personnel to do the same.
6. RECORDINGS AND MATERIALS
6.1 The Client shall procure the collection of the Recordings and ancillary materials (if any) (the “Materials”) immediately upon payment in full of the Company’s invoice applicable thereto (the “Collection Date”)
6.2 After the Collection Date:
(a) notwithstanding any other provision contained within the Conditions the Materials shall be held by the Company solely at the risk of the Client;
(b) the Client shall be liable to the Company for such reasonable charges as the Company may raise against the Client for the continued storage of the Materials;
(c) the Company shall be entitled to serve notice on the Client requiring the Client to collect the Materials within 3 (three) months of the date of such notice failing which the Company shall be entitled to destroy or otherwise dispose of the Materials.
6.3 Notwithstanding any other provision contained within the Conditions until such time as the Company shall be in receipt of cleared payment of the entire Fee the Company shall retain legal title to the Materials which shall remain the property of the Company and the Company shall be entitled to retain possession of all of the Materials.
6.4 Notwithstanding any other provision contained within the Conditions the Client hereby acknowledges and agrees that all risk in the Materials when in transit or otherwise off the Company’s premises shall vest in the Client.
6.5 The Company retains a general lien on any property of the Client Master Recordings and or Materials in its possession for any unpaid balance the Client may owe to the Company.
The Client hereby covenants and undertakes to the Company that it shall indemnify the Company against any injury, loss, damage, costs and/or expenses suffered by the Company arising from:
7.1 the Client’s cancellation of the Booking including without limitation any reasonable costs or expenses incurred by the Company in connection with the Booking;
7.2 the Client’s making, use or exploitation of the Recordings;
7.3 the Client’s breach of any of the warranties, undertakings or agreements on its part to be observed or performed by the terms of this Agreement;
7.4 any loss or damage caused to the Company by the Client’s Own Part Recorded Media or the Media Materials generally.
8. CONTENT OF RECORDING
8.1 The Client warrants that nothing whatsoever shall be included in the Recording (or any software introduced by the Client) which constitutes a breach or infringement of any copyright or which shall be in any way illegal, scandalous, obscene or libellous and the Client will indemnify the Company against any liability 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 a lawyer’s advice in respect of any such claim.
8.2 The Company shall not be required to reproduce any matter which in its opinion is or may be of an illegal, scandalous, obscene or libellous nature.
9. STUDIO BREAKDOWN WARRANTY
9.1 Subject to Clause 9.2 of these Conditions, in the event of Studio Breakdown the Company shall at its option either replace (as soon as can reasonably be arranged) the Studio facilities to which the Client was entitled by the terms hereof and which have been lost as a result of such Studio Breakdown or credit or refund to the Client the Booking Fee in respect of the Booking and shall have no liability or obligation to the Client beyond these remedies.
9.2 In the event of a minor Studio Breakdown (being a Studio Breakdown lasting no longer than 2 hours) the Company may at its option and without any obligation whatsoever extend the affected day by a corresponding time at no additional charge to the Client.
10. MASTER RECORDING WARRANTY
10.1 The Client shall promptly notify the Company in writing of any defect in or loss of or damage to the Master Recording of which it is made aware whether as a result of any test carried out by the Client pursuant to clause 3 or otherwise.
10.2 The Company shall use its reasonable endeavours to correct any such defect and to effect replacement of such lost or damaged materials so notified to it or of which it is aware and which are attributable to faulty materials or workmanship or the negligence of the Company.
10.3 In the event that the Company is unable reasonably to effect such rectification or replacement its liability in respect of any Master Recording shall be limited to the Maximum Liability.
11. CLIENT’S RECORDINGS
It is a condition of this Agreement that all Client’s Recordings shall have been copied by the Client before delivery to the Company, and that the Company’s liability for loss of or damage to a Client’s Recording shall be limited to the value of the media on which it is recorded.
12. TRADE MARKS
The Trade Marks are the property of Company and the Client shall not use the Trade Marks unless expressly authorized in writing by Company to do so.
13. FILMING AND PHOTOGRAPHY RESTRICTIONS
13.1 The Client shall not and it shall procure that Client’s Representatives shall not photograph or film any part of the Studio Buildings save as expressly provided in this Agreement.
13.2 The Client shall be permitted to photograph and/or record Session Footage within the Studio solely for non-commercial, personal purposes PROVIDED THAT:
(a) the copyright and all related rights in and to the Session Footage shall vest in Company and to the extent any such rights vest in Client, Client assigns all rights in the Session Footage to the Company, whether vested, contingent or future; and
(b) Client hereby waives, and shall procure the waiver from Client’s Representative any and all moral and or so-called “Performer’s” rights in the Session Footage; and
(c) the Client shall provide the Company with a copy of the Session Footage.
(d) In the event that Client or Client’s Representative either:
(e) wish to use the Session Footage for purposes not expressly permitted hereunder; and/or
(f) wish to photograph and or film the whole or part of the Studio Building; and
(g) the Client puts any request to photograph, film and/or record Session Footage in writing to Company.
14. COMPANY’S OVERALL LIABILITY
14.1 The Client acknowledges that its use of the Studio is entirely at its your sole risk. Under no circumstances will the Company, its parents, subsidiaries, and affiliates, and their respective owners, officers, managers, agents, and employees, be liable to a Client for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages or losses (including without limitation loss of profits, goodwill, use, data, or other intangible losses), whether based in contract, tort, strict liability, or otherwise, arising out of or in connection with use of the Studio, whether or not the Company has been advised of the possibility of such damages or loss. Such limitation of liability shall apply:
(a) whether the damages arise from use or misuse of the Studio (including such damages incurred by third parties); and
(b) notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by law.
14.2 In the event that the Client shall actually suffer any loss or damage arising directly from the negligence or breach of contract or of statutory duty of the Company then, other than in cases of death or personal injury or liability that cannot be excluded or limited pursuant to applicable law, the Company’s liability therefor shall be limited in any event to the Maximum Liability in respect of the aggregate of all instances of such negligence and/or breach arising out of the Company’s performance of its obligations under this Agreement.
14.3 Notwithstanding any other provision contained within this Agreement the Company shall not be liable to the Client or the Client’s Personnel for any:
(a) indirect or consequential loss or damage;
(b) economic loss including without limitation any loss of profits or goodwill or anticipated savings;
arising from any fault in the Studio or any act or omission of the Company its servants or agents in respect of this Agreement.
14.4 The Company’s liability under this Agreement shall be to the exclusion of all other liability to the Client whether contractual, tortious or otherwise. All other conditions, warranties, stipulations or other statements whatsoever concerning the Agreement, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded.
14.5 The Client accepts as reasonable that the Company’s total liability in respect of the Booking shall be as set out in this Agreement: in fixing those limits the Client and the Company have had regard to the price and nature of the Booking and the terms hereof, and the level of expenses expected to be incurred by the Client in respect thereof and the resources available to each party including insurance cover, to meet any liability.
14.6 WHERE THE BOOKING IS MADE BY A CONSUMER, THE STATUTORY RIGHTS OF THE CONSUMER WHICH CANNOT BE LIMITED OR EXCLUDED ARE THEN, NOTWITHSTANDING ANYTHING TO THE CONTRARY, NOT AFFECTED BY THESE CONDITIONS (BUT THESE CONDITIONS SHALL BE INTERPRETED IN A MANNER TO GIVE THEM MAXIMUM EFFECT IN COMPLIANCE WITH THIS SUB-CLAUSE).
15. 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 under this Agreement due to Force Majeure. Following notification by the Company to the Client of such cause, the Company shall be allowed a reasonable extension of time for the performance of its obligations. For the purpose of this Condition, ‘Force Majeure’ means, without limitation, Act of God, explosion, flood, tempest, fire or accident; epidemic and/or pandemic (including, without limitation, COVID-19) 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 or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
16.1 If there is an inconsistency between any of the provisions of these Conditions and the provisions of the terms and conditions of the Studio, the provisions of these Conditions shall prevail to the extent of such inconsistency.
16.2 If any provision(s) of this Agreement is/are held to be invalid or unenforceable, it/they will be struck out and the other terms shall remain.
16.3 The Client shall procure that neither the Client nor any of the Client’s Personnel shall be held out as an agent of or pledge the credit of the Company.
16.4 This Agreement constitutes the entire agreement between the parties and neither party shall be bound by any other statement or representation made to the other.
16.5 No variation or amendment to this Agreement shall be effective unless made in writing and signed by the parties hereto.
16.6 In the event that any part of this Agreement shall be held to be void, voidable or otherwise unenforceable by a court of competent jurisdiction then the balance thereof shall remain in full force and effect.
16.7 For the purpose of the Contracts (Rights of Third Parties) Act 1999, this Agreement does not and is not intended to give any rights, or any right to enforce any of its provisions, to any person who is not a party to it.
16.8 All notices required to be given hereunder shall be in writing and deemed properly served if delivered by hand or sent by fax (PROVIDED that proof of transmission can be produced) to the address or fax number respectively of the applicable party specified on the Booking Form on the date of delivery or transmission or if sent by recorded delivery post to such address within two (2) working days of posting.
16.9 This Agreement shall be construed in accordance with the laws of England and Wales and subject to the exclusive jurisdiction of the English Courts.
1. GENERAL USE OF THE SITE
1.1. Eligibility and Approval
(i) These Terms apply to all use of the Site by you, whether as a browser or as a client subscriber, and form a legal agreement between you and us.
(ii) By using the Website you are confirming that you understand and accept (and are able to understand and accept) these Terms, and that you agree to be bound by them. If you are under the age of 18 or don’t understand these Terms, please ask a parent or guardian to explain their meaning to you. You must not use the Website if you are under 16.
(iii) Access to the Site is free of charge. No part of the Site requires payment of any kind in order to access or use it.
(iv) It is your responsibility to make any and all arrangements necessary in order to access the Site.
(v) Access to the Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue the Site (or any part of it) at any time and without notice. We will not be liable to you in any way if the Site (or any part of it) is unavailable at any time and for any period.
1.2. General Representations and Warranties
(i) You hereby represent and warrant:
(a) you have the full power and authority to enter into and perform under these Terms;
(b) your use of the Site will not infringe the copyright, trademark, right of publicity or any other legal right of any third party;
(c) you will comply with all applicable laws and regulations in using the Site and in engaging in all other activities arising from, relating to or connected with these Terms.
1.3. Minimum specifications for use of the Site
(i) We do not accept any liability whatsoever, howsoever arising, for your inability to receive, access or otherwise use the Site or any content and/or pages contained on the Site or available through the Site, or for any damage caused to your computer and/or associated systems, resulting from the incompatibility of your computer and/or its associated systems with the technical specifications posted on the Site.
(ii) You accept that it is your responsibility to install appropriate anti-virus and security software on your computer hardware to protect against a computer security threat which may be transferred to your computer hardware through the use of the Site including but not limited to viruses, Trojan horses, time bombs or any other form of programming routine designed to damage or otherwise impair a computer’s functionality or operation.
2. BOOKINGS AND FORMING A CONTRACT BETWEEN YOU AND US
2.1. You may submit a request to us for studio time via email and/or telephone (“Booking Requests”).
2.2. Once you have submitted a Booking Request you will receive an e-mail from us acknowledging that we have received your Booking Request. Please note this does not mean that your Booking Request has been accepted. Your Booking Request constitutes an offer to us to agree a booking with you (an “Agreed Booking”). All Booking Requests are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms the Booking Request has been agreed (the “Confirmation Email”). The contract between us (the “Agreed Booking”) will be formed when we send you the Confirmation Email, subject to any variation thereto which we may subsequently agree in writing.
2.3. The Agreed Booking will relate only to those Booking Requests we have confirmed agreement to in the Confirmation Email.
2.4. The Confirmation Email will be sent to the e-mail address given as part of your Booking Request so you should ensure that the e-mail address you give is correct and current. The Confirmation Email will contain all relevant statutory information concerning your contract. You must check that the details on this Confirmation Email are correct as soon as possible and you should print out and keep a copy of it.
2.5. Each Agreed Booking shall be governed by both these Terms and the Studio Terms and Conditions as they each may be amended from time to time.
2.6. If there is an inconsistency between any of the provisions of these Terms and the provisions of the Studio Terms and Conditions, the provisions of these Terms shall prevail to the extent of such inconsistency.
3. CONDUCT AND USE OF THE SITE
3.1. You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or its content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or its content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site.
3.2. You may not attempt to gain unauthorised access to any portion or feature of the Site, or any other systems or networks connected to the Site, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means. You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site.
3.3. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of ours, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.
3.4. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.
3.5. In communicating with us, using the Site and/or booking the Studio you agree you shall not do so in any way that:
(i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, other intellectual property rights, privacy rights;
(ii) is (or encourages, promotes or condones activities that are) illegal, unlawful, offensive, defamatory, libellous, is threatening, pornographic, harassing, hateful, racially or ethnically offensive;
(iii) promotes, supports, contains or links to software programs, applications or websites which propagate, distribute or contain hacking software or similar applications, utilities or programs, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(iv) is designed to or does harass, threaten or abuse others;
(v) exploits minors in a sexual or violent manner;
(vi) posts advertisements or solicitations of business including, without limitation, pyramid schemes and so-called “junk mail,” “spam,” or “chain letters,”;
(vii) impersonates another person;
(viii) is generally offensive or in bad taste;
(ix) “deep links” to any portion of the Site;
(x) uses any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained thereon or for any other unauthorised purpose without our prior express written permission;
(xi) contains in any form software viruses or such programs as including but not limited to, Trojan horses, worms, time bombs, cancel-bots, computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(xii) removes any copyright, trademark or other proprietary rights notices contained in or on the Site;
(xiii) uses other users’ personal data for purposes other than establishing contact that is reasonably expected to be welcomed by such other user;
(xiv) creates a false or misleading identity of, (including, but not limited to), an employee of ours, or falsely states or otherwise misrepresents your affiliation with a person or entity, for the purpose of misleading others as to the identity of the sender or the origin of a message or to harvest or otherwise collect information about others;
(xv) could damage, disable, overburden or impair the Site;
(xvi) reformats or frames any portion of the web pages that are part of the Site;
(xvii) interferes with another user’s use and enjoyment of the Site;
(xviii) harvests or collects email addresses or other contact information of users, including usernames, from the Site by electronic or other means;
(xix) includes materials or content of any third party without such third party’s prior written consent, or materials or content that falsely expresses or implies that such materials or content are sponsored or endorsed by us and/or the Site; and/or
(xx) Is otherwise in our reasonable opinion a breach of these Terms and/or applicable laws, regulations or codes of practice.
4. COPYRIGHT AND COPYRIGHT PROTECTION
4.1. You are granted a limited, revocable, non-sublicensable licence to use the Site for the purposes of: (i) reviewing information on the Site; (ii) making enquiries to us; and (iii) liaising with us about our services, such as bookings with us. Except for the foregoing, no other licences or rights in or to the Site or its content are granted to you. This Site and the underlying computer code used by us to design, operate and maintain the Site and all content and material contained within or available on the Site (including without limitation all text, software, photographs, graphics, page layout, and design presented through and as part of the Site) is owned by and/or vest in us (and/or our licensors) and is protected by rights of copyright, trademarks, service marks, patents, database rights, domain name rights, trade secrets and/or other proprietary intellectual property rights and laws throughout the world. Unless expressly authorised by us in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from materials or content available on the Site.
4.2. We respect the intellectual property of others and will use its reasonable endeavours to obtain the consent of the copyright owners of all content that we provide, upload, incorporate or otherwise use in or on the Site for such content to be placed upon the Site and made available to users of the Site. If you believe that we have used your copyrighted work without such consent, please contact us so that we may remedy this at [email protected] and provide the following information:
(i) An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright protected content;
(ii) A description of the copyrighted protected content that you believe has been infringed upon;
(iii) A full description of where on the Site this content can be found (including the relevant URL);
(iv) Your address, telephone number, and e-mail address;
(v) A statement by you that in your reasonable belief the use of the content is not authorised by the copyright owner, its agent, or the law;
(vi) A statement by you that the information contained in this notice, and any other information we may reasonably require from you in order to enable us to resolve the issue of copyright infringement (whether actual or alleged) is accurate and that you are either the copyright owner or authorised to act on the copyright owner’s behalf.
4.3. You are not permitted to copy, reproduce, adapt, edit, distribute, sell, sub-licence, store, or otherwise exploit or use any Site Content from the Site. “Site Content” means content that is available or accessible on the Site and includes, without limitation, text, audio-only and audio-visual recordings, photographs, images, code, software, databases and/or other materials, content and/or information that appears on, or constitutes a part of, the Site.
5. MODIFICATION, SUSPENSION AND TERMINATION
5.1. We reserve the right, without prejudice to any other rights and remedies available to us under these Terms or generally at law, to suspend or terminate your subscription and/or use of the Site immediately upon being made aware of any breach or potential breach by you of these Terms. We further reserve the right at any time to suspend, modify or discontinue, temporarily or permanently, any portion of the Site with or without prior notice. You agree that we will not be liable to you or to any third party for any suspension, modification or discontinuance.
6. WARRANTIES AND LIMITATION OF LIABILITY
6.1. We are only responsible to you for foreseeable loss and damage caused directly by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our materially breaching these terms or our failing to use reasonable care and skill. We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.
6.2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
6.3. Nothing in these terms shall limit statutory rights that cannot be limited or excluded by law. This sub-clause applies notwithstanding the other sub-clauses herein, which shall be interpreted to give them maximum effect in a manner which is compliance with this sub-clause.
6.4. If you are a business user of our Site, the rights that are mandatorily implied by law may be different to those implied in respect of our Site’s non-business visitors and users. For our Site’s business users, we exclude any and all warranties, representations and guarantees of any kind or nature relating to our Site to the maximum extent permitted by applicable law. We will have no liability to you for any loss of profit, loss of business, business interruption, loss of anticipated savings, goodwill or reputation or your loss of business opportunity through or related to your use of the Site. The foregoing is subject to the warranties, representations and guarantees set out expressly in these Terms.
6.5. For consumer users of our Site, if we supply you with digital content such as via our Site and such content damages your device or digital content as a result of our failure to use reasonable care and skill, we will either repair your device or compensate you. However, we will not be liable to you for losses caused by your failures to follow any Site instructions, instructions concerning your own use of our device or your failure to use your device safely, update it and follow your device manufacturer’s recommendations and usage instructions.
6.6. The Site has not been developed to meet your individual requirements. The Site is provided ‘as is’ and on an ‘as available’ basis without any other representation, endorsement or warranty of any kind (except for those strictly required by law).
6.7. We do not guarantee, warrant or represent that the Site will be: (i) free of errors, viruses or bugs or other defects; or (ii) that the Site or any content or information displayed or distributed through the Site or in the accompanying documentation will be accurate or complete; or (iii) that any defects in the Site will be corrected; or (iv) that operation / availability of the Site will be uninterrupted.
6.8. Our maximum aggregate liability under or in connection with these Terms whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a maximum of £50. This does not apply to losses that cannot be limited under applicable law.
7. GENERAL LEGAL PROVISIONS
7.1. It is a crime to use a false name or a known invalid credit card to order. Anyone caught wilfully entering an erroneous or fictitious order will be prosecuted to the fullest extent of the law.
7.2. We may amend these Terms from time to time, and place the new version on the Site. When we do so, we will place a notice advising that the Terms have been changed on our homepage https://thehideaway.studio. Your use of the Site from the date that the amended terms are placed on the Site onwards will be governed by those new terms.
7.3. These Terms apply when you first access the Site, whether as a browser or a subscriber. These Terms shall supersede any and all other conditions, understandings, commitments, agreements or representations (except fraudulent misrepresentations) relating to your purchase, whether oral or in writing, and contain the entire agreement between us and you relating to your purchase. We advise that you print off and keep safe a copy of these terms and conditions once your order has been accepted by us. You are further advised to read (and are responsible for reading) all information on this website fully.
7.4. Without limiting the foregoing, under no circumstances shall we be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
7.5. If any provision(s) of these Terms are held to be invalid or unenforceable, it/they will be struck out and the other terms remain.
7.6. These Terms are subject to the laws of England and Wales, whose courts shall be the courts of exclusive jurisdiction.