Natural Sounding Voices
Terms and Conditions for Placing Voice Over Artists with Clients
1.1These terms and the Booking Confirmation set out the entire agreement between us for the placing of Artists with you and shall govern all Bookings made by you. On the placing by you of any Booking you are deemed to have accepted these terms. These terms tell you who we are, how we will assist you and charge for our services, how you and we may change or end the Agreement and other information. If you think that there is a mistake in these terms or you require clarification, please contact us to discuss.
1.2Definitions of capitalised words used in these terms can be found in clause 27 or the Booking Confirmation.
2.Information and how to contact us
2.1Who we are. We are The East Wing Studios Limited (trading as Natural Sounding Voices) a company registered in England and Wales. Our company registration number is 09497892 and our registered office is at 28 De Merley Road, Morpeth, Northumberland NE61 1HZ. Our registered VAT number is 139289476. For the purposes of the Conduct Regulations 2003, we act as an employment business in relation to the introduction of voiceover artists to Clients.
2.2How to contact us. You can contact us by telephoning us at 07543 220915 or by writing to us at firstname.lastname@example.org or The East Wing Studios Ltd t/a Natural Sounding Voices, Kingsland Church, Priory Green, Newcastle upon Tyne NE6 2DW.
2.3How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide on the Booking Confirmation.
3.1You will select Artists suitable for Bookings from the information on our Website or otherwise supplied by us to you. All Artists are freelancers and not our employees.
3.2You acknowledge that we may be unable to provide Artists whom you consider suitable for a particular Booking and that this will not be a breach of the Agreement.
3.3We shall take instructions from your authorised representative noted on the Booking Confirmation only. We shall not provide any information about Artists to any other person, without the express prior written authorisation of such representative.
3.5Where an Artist is required by law or any professional body to have any qualifications, authorisations or certification to work on the Booking or the Booking involves working with any Vulnerable Persons, we shall take reasonably practicable steps to obtain, and offer to provide copies of, any relevant qualifications or authorisations or certification and two references. We shall also take reasonably practicable steps to confirm that the Artist you select is suitable for the Booking.
3.6Prior to the commencement of the Booking, we shall send you the Booking Confirmation together with details of the proposed Artist’s experience, qualifications and relevant authorisations (to the extent not already noted on our Website). Signature by you of the Booking Confirmation shall constitute a firm, legally binding Booking which is not then terminable by you.
4.1.1the matters listed on our standard Booking Confirmation which is available here https://www.naturalsoundingvoices.com/nsv-client-booking-confirmation-sheet/
4.2Where a Booking involves involve children or vulnerable adults in any way you will provide us with your safeguarding policy for approval and comply with all relevant legislation and regulations from time to time necessary for securing the welfare of children and vulnerable people. You will also ensure that a suitably qualified person for the protection of children and vulnerable people shall be available at all times to and shall assess and advise on the risks to the welfare of children or vulnerable adults involved in the Booking.
4.3You are responsible for the safety of everyone associated with Bookings. Health and safety legislation places this responsibility on you. You warrant that a competent person shall be available at all times throughout the Booking to and shall assess and advise on the risks to health and safety of all persons who could be affected by your actions or those of your subcontractors. You shall follow the advice of the competent person with regard to all aspects of the booking and ensure that the competent person assesses all the risks and devises systems and procedures and otherwise advises you on how to eliminate or minimise the possible dangers as far as possible.
4.4You warrant undertake and agree with us and our successors in title and assigns that:-
4.4.1you are fully entitled to enter into the Agreement;
4.4.2in using the services of the Artist and incorporating the Contribution into advertisements or other audio visual or audio material you and your sub-contractors will comply with all applicable laws, statutes, regulations and codes of practice from time to time in force in the Territory; and
4.4.3you shall ensure that you and your sub-contractors obtain and maintain all consents, licences and permissions (statutory, regulatory, contractual or otherwise) necessary to comply with the Agreement and exercise the Uses of the Contribution for the purposes of the Project.
5.1If, following the introduction of an Artist by us to you within the Relevant Period, you Engage the Artist either directly or through another agency, you will pay us the Introduction Fee. This will be in addition to any Commission to which we are entitled under clause 7. You will not Engage the Artist without notifying us of the duration of such Engagement(s) and in the event that such Engagements lead to the Qualifying Period being applicable, you will comply with and ensure that your sub-contractors comply with all relevant provisions of the AWR 2010.
5.2The Introduction Fee will not be payable if you give written notice to us that you intend to continue the hire of the Artist through us for a further period of twelve (12) months (Extended Booking) before you engage the Artist other than through us.
5.3.3if you choose an Extended Booking, but engage the Artist before the end of the Extended Booking, the Introduction Fee may be charged by us, reduced proportionately to reflect the amount of the Extended Booking paid for by you.
7.1You will pay the Session Fee, the Usage Fee and any Renewal Fee in respect of Artists as set out in the Booking Confirmation. You acknowledge that we will deduct our Commission from these fees before paying the balance to the relevant Artist. All fees are exclusive of VAT. We will provide you with a VAT invoice on or shortly after the day of the Session and payment is due within twenty eight (28) days of the date of the invoice.
7.2If you fail to make a payment by the due date, then you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
8.1You acknowledge that all Intellectual Property Rights in the Contribution shall belong to us. You assign to us absolutely with full title guarantee all existing and future Intellectual Property Rights and other rights in and to the Contribution and shall execute all such documents and do all such acts as we shall from time to time require in order to give effect to our rights under this clause.
8.2Payment of the Usage Fee shall entitle you and those sub-licensed by you to the non-exclusive Uses of the Contribution for the Usage Duration only in connection with the Project throughout the Territory. You shall not use the Contribution for any other purpose nor authorise or permit others to do so. You shall not be entitled to use the Contribution or authorise others to do so until we have received payment of the Usage Fee in full.
8.3You shall be entitled to renew the Uses for another Usage Duration and successive Usage Durations upon payment of the Renewal Fee. In the event that the Booking Confirmation does not specify a Renewal Fee, the Renewal Fee shall be such amount as we shall mutually agree and record a fresh Booking Confirmation and in default of agreement, such amount as shall be determined by us, acting reasonably.
8.4You shall be entitled to extend the Uses to other platforms and media upon (and subject to) payment of additional Usage Fees to be agreed and recorded in a fresh Booking Confirmation signed by both of us.
The Agreement shall commence on the date specified on the relevant Booking Confirmation and shall continue, unless terminated earlier in accordance with clause Error: Reference source not found (Default and early termination) until the expiry of the Usage Duration (and any extension of it under clause 8.2). For the purposes of the AWR 2010 only the Session Duration shall be taken into account in calculating the Qualifying Period.
10.Default and Early Termination
Without affecting any other right or remedy available to it, we may terminate the Agreement with immediate effect by giving written notice to you if you:
10.2suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay its debts or (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) have any partner to whom any of the foregoing apply;
10.3a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of or the appointment of an administrator or receiver of you or your assets; or
11.1Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
11.2Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
11.3You shall immediately cease all Usage of the Contribution and ensure that your licensees also do so.
Neither party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of the Agreement, or the relationship between the parties, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.
13.1You shall indemnify us and any successor to us, and our officers, agents and employees, against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) (Indemnify) suffered or incurred by us or any successor to us arising out of or in connection with your negligence, misrepresentation or the breach of any obligation to be performed by you under the Agreement.
13.2.1for any National Insurance contributions, income tax or other liability to taxation where such liability, assessment or claim arises or is made in connection with payments made by you in respect of any Artist while provided by us to you; and
13.2.2arising from any Artist having at any time claimed, or being held or deemed, to have been an employee of you or to have been otherwise engaged directly by you, including without limitation against any liability arising from or in connection with any claim for wrongful or unfair dismissal or for a redundancy payment.
13.3You shall and shall ensure that any subcontractor or other intermediary at all times comply with its obligations under the AWR 2010, including but not limited to providing Artists with access to collective facilities and amenities and employment opportunities subject to and in accordance with regulations 12 and 13 of the AWR 2010.
13.4If either party receives an allegation that there has been a breach of the AWR 2010 or the Conduct Regulations 2003 in relation to the supply of an Artist (whether that allegation has been made as a request for information under regulation 16 of the AWR 2010 or otherwise), it shall provide a copy of that allegation to the other party within two (2) Business Days of receipt. The parties shall co-operate with each other in responding to that allegation, which shall include supplying any information which may be reasonably requested by the other party, and complying with any reasonable requests in relation to the contents of any response.
13.5Our liability to you in respect of any claim made against us in respect of a Booking (save for liability for death or personal injury due to our negligence) shall be limited to the amounts actually received by us from you under clause 7
14.1Each party undertakes that it shall not disclose to any person any confidential information concerning Artists or the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause Error: Reference source not found.
14.2.1to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause Error: Reference source not found; and
15.1Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause Error: Reference source not found is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
15.2The parties acknowledge that for the purposes of the Data Protection Legislation, we are the data controller and you are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation. The terms Personal Data and Data Subject also have the meanings as defined in the Date Protection Legislation).
15.3.1ensure that you have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data. Those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by you);
15.3.4assist us in responding to any request from a Data Subject and in ensuring compliance with obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
You shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of your rights and obligations under the Agreement without our prior written consent. You may sub-licence others to exercise the Uses provided that you remain liable for any breach or non-performance by them of the Agreement.
17.1Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between us, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
19.1The Booking Confirmation and these terms constitute the entire agreement between us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
19.2Each party acknowledges that in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
We shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of our obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond our reasonable control. In such circumstances we shall be entitled to a reasonable extension of the time for performing such obligations.
25.1If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
25.2If any provision or part-provision of the Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
26.1The following definitions and rules of interpretation apply in this Agreement.
Agreement: together these terms and the Booking Confirmation.
Artist: any voiceover artist supplied by us for a Booking.
Artist Booking Confirmation: a signed Booking Confirmation in our standard form.
AWR 2010: the Agency Workers Regulations 2010 (SI 2010/93).
Booking: a voiceover services booking in respect of which there is a signed Booking Confirmation.
Booking Confirmation: written confirmation of the detail of a particular Booking to be given by you on acceptance of that Booking. A blank standard Booking Confirmation can be found here https://www.naturalsoundingvoices.com/nsv-client-booking-confirmation-sheet/
Business Day: a day other than a Saturday, Sunday or public holiday, when banks in the UK are open for business.
Commission: the rate of commission charged by us to Artists for providing our services to them such commission to be 15% unless otherwise stated on the relevant Artist Booking Confirmation.
Conduct Regulations 2003: the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319).
Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of either party, including information that is created, developed or received in connection with a Booking, whether or not such information (if in anything other than oral form) is marked confidential.
Contribution: the product of Artists’ services during Bookings.
Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Engage: the employment of an Artist or engagement directly by you or your sub-contractors or indirectly through any employment business other than through us (whether for a definite or indefinite period) as a direct result of any Introduction or Booking and the terms Engaged or Engagement shall be construed accordingly.
Extended Booking: has the meaning given in clause 5.2.
GDPR: General Data Protection Regulation ((EU) 2016/679).
Indemnity: has the meaning given in clause 12.1 and Indemnified and Indemnifies shall be construed accordingly.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Introduce: the provision to you of information by us which identifies the Artist and Introduction and Introduced shall be construed accordingly.
Introduction Fee: a fee payable by you to us in the circumstances set out in clause 5 and which will be equal to the amount of Commission which we would have received had the Engagement been secured by us.
Relevant Period: has the meaning given in Regulation 10(5) and (6) of the Conduct Regulations 2003.
Screen: carry out appropriate pre-vetting checks.
Territory: the United Kingdom.
VAT: value added tax chargeable under the Value Added Tax Act 1994.
Vulnerable Person: has the meaning given in regulation 2 of the Conduct Regulations 2003.
Website: our website to be found at [link].
26.2Words and expressions defined in the Booking Confirmation shall have the same meaning in these terms.
26.3A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
26.4A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
26.5A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
26.6A reference to writing or written includes fax and email.
26.7Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
26.8Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.