Booking Terms - Dry Hire
HP MUSIC HIRE AGREEMENT 2021
1. STUDIO FACILITIES
HP Music Limited shall make the agreed studios available to the Client for the Period of Booking. The Client shall only permit people directly involved in the Recording into the studio and to enter the Premises and only during the Booking Period. If the client is under the age of 18, a legal guardian or parent may be present for the duration of The Booking Period.
HP Music Limited reserves the right to require any person to leave the Premises.
The Client is responsible for:
● ensuring the suitability of the Studio for the Client’s purpose;
● ensuring that the Client’s Equipment is compatible with the Studio
● the technical quality of any recording engineered by personnel provided by the Client
● any problem or damage caused by any use of Clients Own Part Recorded Media and plug-in software (including any virus damage)
● any acts or omissions of the Representatives or the Client’s Personnel as if those acts and omissions were it’s own
HP Music Limited gives no warranty, undertaking, or representation as to any of the foregoing. If (a) the Client fails to use the Studio for any or all of the Period of Booking, (b) the Client cancels the booking within 24 hours of arrival, or (c) the Company terminates the Booking or any or all of its obligations under the Agreement pursuant to paragraph 8.3 below.
2.) FEES
The Client shall pay the Fees in cleared funds to such bank account as the Company may nominate in writing. All Fees shall be paid in full without any set-off, counterclaim, deduction, or withholding.
The Company may raise invoices in respect of the Fees at any time.
Unless the Company agrees otherwise in advance and in writing, all invoices raised by the Company prior to the commencement of the Period of Booking shall be payable by the Client as follows:
○ 50% of all Fees set out in such invoices shall be payable before XXXX, and ○ the remaining balance of such Fees shall be payable no later than 7 days after the end of the Period of Booking.
All invoices raised by the Company on or after the commencement of the Period of Booking shall be payable by the Client immediately.
The Client shall be liable to pay interest on any sums overdue and payable to the Company from time to time at the rate of four per cent (4%) per annum above the Company’s bank’s base rate.
The Fees shall not be reduced as a result of:
○ the Client’s failure to use the Studio for any or all of the Period of the Booking;
○ the Client’s cancellation of the Booking or any part thereof (within 24 hours of booking commencement); or
○ the Company’s termination of any or all of its obligations under the Agreement pursuant to paragraph 8.3 below.
Notwithstanding any other provision of the Agreement, if the Client fails to pay any Fees (or part thereof) when due the Company may terminate the Booking immediately without notice and without any obligation to refund any Fees already paid by the Client.
3.) OVERTIME FEES
If the Period of Booking is exceeded for any reason, the Client shall be charged an overtime fee equal to a minimum 10% of the Fees (“Overtime Fee”).
The Company reserves the right to amend the Overtime Fee prior to the commencement of the Booking. The Company shall inform Client of the applicable Overtime Fee prior to the commencement of the Period of Booking.
The Overtime Fee shall accrue on an hourly basis for every hour exceeding the Period of Booking.
The terms of paragraph (Fees) shall apply to the payment of the Overtime Fee. Any reference to Fees in this Agreement shall be construed as including the Overtime Fee (as applicable).
4.) CLIENT’S OWN MEDIA, PERSONNEL AND EQUIPMENT
HP Music Limited will supply blank media for recording if required.
The Client will be responsible for the integrity of the Client’s own media, including without limitation the Client’s Own Part Recorded Media, and HP Music Limited shall not be liable or responsible for any deficiency in or caused by such media.
The Client shall procure that each of the Client’s Personnel shall abide by HP Music Limited and the Studio’s rules, regulations and health and safety and other policies and the Client shall be responsible for:
○ the actions of the Client’s Personnel on the Premises;
○ any and all injury, loss or damage to any person’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 Client’s own media;
○ the cost of the hire of any Client’s Equipment;
○ any costs and expenses incurred by the Company on behalf of the Client at the Client’s request; and ○ any and all loss or damage to the Client’s Equipment (which shall be at the sole risk of the Client).
HP Music Limited reserves the right to refuse installation of the Clients plug-in software to any of the Company’s computer hardware.
● The Client shall vacate the Studio and the Premises and remove all Client’s Equipment forthwith at the end of the Period of Booking or, if the Company so elects in writing, on the Company’s termination of the Booking or some or all of its obligations under the Agreement pursuant to paragraph 8.3 below. The Company shall be entitled by two weeks’ notice to the Client to require the Client to collect the Client’s Equipment and in default of collection on or before the expiration of such period of notice, the Company shall be entitled to destroy or otherwise dispose of the Client’s Equipment without further notice or warning.
5.) SOUND LEVELS
The Client acknowledges that The Control of Noise at Work Regulations 2005 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:
● the Client shall be responsible for noise levels within the Studio;
● high noise levels shall not be sustained for long periods; and
● the Company 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
6.) UNAUTHORISED ACCESS
● The Client’s access to the Studio shall be limited to such areas of the Premises that are necessary for the Booking or as directed or permitted by HP Music Limited
● HP Music Limited, in its sole discretion, reserves the right to refuse entry by the Client or any Client Personnel to any area of its Premises at any time.
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7.) SMOKING
● Smoking anywhere on the Premises is strictly forbidden. This applies to anything that can be smoked and includes but is not limited to, cigarettes, pipes, cigars, Vaping and herbal cigarettes. This is in the interest of hygiene, safety and the health of other users of the Studio, the Company’s employees and in compliance with legal requirements.
● Any Client or Client Personnel wishing to smoke must do so strictly within a designated outside area on the Premises.
8.) DRUGS & ALCOHOL
● The Company is committed to providing a safe, healthy, and productive working environment for all employees, contractors, Clients, Client Personnel and visitors involved in its operation.
● The use of drugs on the Premises by the Client or Client Personnel is strictly forbidden.
● Any Client or Client Personnel found using, supplying, under the influence, or in the possession of, an illegal substance whilst on the Premises will be required to leave the Premises immediately and may face prosecution under the law. A breach of this clause 10 shall be deemed to be material breach of this Agreement. In such circumstances, the Company reserves the right to terminate the Booking, regardless of whether such Booking has commenced or not, and any Fees paid or owing to the Company by the Client shall be non-refundable.
● Consumption of alcohol on the Premises by the Client or Client Personnel is strictly forbidden.
HP Music Limited reserves the right to refuse entry to the Premises to any Client or Client Personnel or require that any Client or Client Personnel leave the Premises if the Company considers that, in its sole discretion, the Client or any Client Personnel is behaving in an inappropriate manner or endangers the right for all employees to work in a safe working environment. For the avoidance of doubt, this shall include where HP Music Limited considers that the Client or any Client Personnel has consumed alcohol pursuant.. In such circumstances, HP Music Limited reserves the right to terminate the Booking, regardless of whether such Booking has commenced or not, and any Fees paid or owing to the Company by the Client shall be non-refundable.
9.) NON-COMPLIANCE
The Client shall be responsible for the actions of the Client Personnel and shall ensure that the Client Personnel are made aware of the obligations in this paragraph 9 and shall ensure that the Client Personnel complies with these obligations at all times.
To the extent the Company so elects in writing, the Company’s obligations under the Agreement shall terminate with immediate effect if the Client commits a breach of any provision of this paragraph 9 or any other provision of the Agreement.
To the extent permissible by law, the Client shall keep HP Music Limited fully indemnified against all costs, expenses, damages, and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Company arising out of, or in connection with, any breach of this paragraph 9 or any other provision of this Agreement by the Client or any Client Personnel.
In the event that a Booking is terminated as a result of a breach of this paragraph 9, the Company shall not be required to refund any Fee to the Client and reserves the right to charge the full Fee to the Client in the event that a booking is canceled by the Company, regardless of whether such Booking has commenced or not.
10. INDEMNITY
The Client shall indemnify the Company and keep the Company indemnified in full against any injury, loss, damage, costs and/or expenses suffered by the Company arising from or attributable to:
■ the Client’s cancellation of the Booking including without limitation any costs or expenses incurred by the Company in connection with the Booking;
■ the Client’s making, use or exploitation of the Recordings;
■ the Client’s breach of the Agreement;
■ the Client’s media including without limitation the Clients Own Part Recorded Material; or
■ the Client’s own plug-in software.
11. CONTENT OF RECORDING AND RESTRICTIONS
The Client undertakes that nothing whatsoever shall be included in the Recording (or any software introduced by the Client) which constitutes a breach or infringement of any intellectual property rights or which shall be in any way illegal, scandalous, obscene or libelous and the Client will indemnify HP Music Limited and keep HP Music Limited indemnified in full against any injury, loss, damage, costs and/or expenses in respect thereof and shall pay all costs, fees and expenses which may be incurred by the Company in reference to any such claim.
○ The Client may acknowledge that the Recording, Mastering or Post-Production Work took place at HP Music Limited . Notwithstanding the foregoing, the fact that the Recording is recorded, mastered or subject to Post-Production Work in the Studio does not imply an “endorsement” as between the Company and the Recording or the Client. If the Company becomes aware that the Client is implying such an endorsement the Company shall notify the Client and the Client shall immediately cease the relevant
○ The Company shall not be required to reproduce any matter which in its opinion is or may be of an illegal, scandalous, obscene, or libelous nature.
○ The Client undertakes that, unless otherwise agreed by the Company in writing, the Recording will not be used to create software or hardware audio products including, but not limited to, plug-ins or sample instruments. Further, the Client undertakes that it will not use HP Music Limited, logo, or TradeMark to promote, endorse, or otherwise advertise non-Company audio products without the express prior written permission of the Company.
○ The Client undertakes to HP Music Limited that in all Materials recorded, mastered, or post-produced at the Premises:
■ it shall credit HP Music Limited as the location of such work; and
■ if the Client credits any of its employees, agents, or contractors, it shall also credit the HP Music Limited
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12. STUDIO BREAKDOWN WARRANTY
In the event of Studio Breakdown, HP Music Limited 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.
13. MASTER RECORDING AND POST PRODUCTION WORK WARRANTY
○ The Client shall promptly notify HP Music Limited in writing of any defect in or loss of or damage to the Master Recording or the Post Production Work of which it is made aware whether as a result of any test carried out by the Client pursuant to paragraph 3 or these Conditions or otherwise. The Client shall be deemed to have accepted and approved the Master Recording and the Post Production Work if it does not notify the Company in writing of any concerns with either or both of them before the expiry of 14 days following the end of the Period of Booking.
○ The Company shall use its reasonable endeavors 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 only to the extent they are directly attributable to faulty materials or workmanship or the negligence of the
○ If the Company is unable reasonably to effect such rectification or replacement its liability in respect of any Master Recording or Post Production Work shall be limited to the Maximum Liability.
14. CLIENT’S RECORDINGS
It is a condition of the 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 lower of the value of the media on which it is recorded and the Maximum Liability.
16.) CONFIDENTIALITY
The Client undertakes that it shall not at any time disclose to any person any confidential information relating to the Company, except as permitted by paragraph 16.2 below:
○ The Client may disclose the Company’s confidential information:
■ to the Representatives who need to know this information for the purposes of carrying out the Client’s obligations under the Agreement, provided that the Client takes all reasonable steps to ensure that the Representatives comply with the confidentiality obligations contained in this
paragraph 16 as though they were a party to the Agreement. The Client shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this paragraph 16; and
■ as may be required by applicable law, a court of competent jurisdiction, or any governmental or regulatory authority with competent jurisdiction.
○ The Company reserves all rights in its confidential information. No rights or obligations in respect of the Company’s confidential information other than those expressly stated in the Agreement are granted to the Client or to be implied from the Agreement.
17.)COMPANY’S OVERALL LIABILITY
HP Music Limiteds total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the Maximum Liability.
○ The Company shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for any or all of the following: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information and any indirect or consequential loss.
○ The Company’s liability under the 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.
○ The Client accepts as reasonable that the Company’s total liability to the Client shall be as set out in the Agreement. In fixing that limit the Client and the Company have had regard to the price and nature of the Booking and the Post Production Work 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
○ WHERE THE BOOKING IS MADE BY A CONSUMER AS DEFINED IN THE SALE OF GOODS ACT 1979, THE SUPPLY OF GOODS AND SERVICES ACT 1982, THE ENTERPRISE ACT 2002 OR THE CONSUMER RIGHTS ACT 2015 THE STATUTORY RIGHTS OF THE CLIENT ARE NOT AFFECTED BY THESE
○ Nothing in the Agreement excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence or any other liability which cannot be limited or excluded by applicable law.
18.) FORCE MAJEURE
Notwithstanding any other term of the Agreement the Company shall not be under any liability for any failure to perform any of its obligations under the 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 the Agreement, ‘Force Majeure’ means any matters beyond the reasonable control of the Company, including without limitation:
■ Act of God, explosion, flood, tempest, fire or accident;
■ epidemic or pandemic, including without limitation, any outbreak of 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; and
■ power failure or breakdown in machinery.
In the event of a force majeure caused by the client which results in the cancellation of a session before it has commenced then the booking cancellation policy applies. In the event of HP Music Limited ’ cancelling the session before commencement, the company in the first instance will look to reschedule the booking, failing that it will reimburse in an agreed manner any monies paid. In the event of a force majeure resulting in the cancellation of a session whilst taking place and the company is unable to fulfil its obligations, all costs incurred by the company at the point of cancellation including room rental will be deducted from any amounts paid, and unless agreed otherwise 50% of the balance will be refunded in an agreed manner.
21. MISCELLANEOUS
○ 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.
○ The Agreement constitutes the entire agreement between HP Music Limited and the Client and neither party shall be bound by any other statement or representation made to the other.
○ No variation or amendment to the Agreement shall be effective unless made in writing and signed by the HP Music Limited and the Client.
○ If any part of the 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.
○ For the purpose of the Contracts (Rights of Third Parties) Act 1999, the 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.
○ All notices required to be given hereunder shall be in writing and deemed properly served if delivered by hand or sent by fax or email (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.
○ The Agreement shall be construed in accordance with the laws of England and Wales and is subject to the exclusive jurisdiction of the English
○ The Client shall be deemed to accept the provisions of this Agreement (and any email from the Company relating to this Agreement) upon the commencement of the Booking, notwithstanding the absence of written confirmation of acceptance by the Client of this Agreement and any terms contained in any relevant email from the Company.
By making a booking in person, via the Internet or by telephone, the Client agrees to and is bound by the terms & conditions of this agreement.