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Terms & Conditions.

The Following Terms and Conditions Apply

  1. DEFINITIONS
    • 1.1 “Agreement” means any contract or agreement between the Company and the Client for the supply of Goods and/or Services which shall incorporate and is subject to these conditions.
    • 1.2 “Client” means the person, firm, LLP, company, charity or other organisation with whom the Agreement is made;
    • 1.3 “Audio Recordings” means the audio recordings of the Scripts provided by or on behalf of the Client to the Company in accordance with the Project Proposal and Agreement.
    • 1.4 “Company” means Sayer Hamilton Limited trading as eLearningVoices and its employees, agents and assigns;
    • 1.5 “Pickups” means extra lines supplied by the Client which were not part of the original script whether small changes, new paragraphs or sections that can be edited into the existing job;
    • 1.6 “Project Proposal” means the project proposed as agreed by the Client and the Company including but not limited to the Services agreed, timeline and process, price and payment plan.
    • 1.7 “Scripts” means all scripts, text, forms of wording, directions and other materials provided to the Company by or on behalf of the Client to be recorded by the Company in accordance with the Agreement;
    • 1.8 “Services” shall mean all or any goods and services supplied by the Company including but not limited to audio production, audio files, recording services, voiceovers, and consultancy services.
  2. DELIVERY OF SERVICES
    • 2.1 Any estimate or quote for fees and charges will be provided by the Company following the initial consultation and agreed Project Proposal.
    • 2.2 Once the Client and Company have agreed the Project Proposal and the fees and the Client instructs the Company to proceed with the agreed Services and the Clients instructions to the Company to proceed shall be deemed acceptance of these terms and conditions. If the Client fails to instruct the Company to proceed within 30 days of any estimate, quote or proposal it shall be automatically deemed withdrawn by the Company unless the Company agrees otherwise in writing.
    • 2.3 The Company reserves the right to charge the Client such additional amounts as required in the event the Client requests any alterations and/or additions to the Project Proposal, including but not limited to Pickups or re-records, specification or Services and the Company, if agreeing to make such alterations and/or additions, shall do so at its convenience and the Client acknowledges that the Company may not have the time or resources to undertake such changes immediately and that any such requests by the Client may delay completion of the Services and require an increase in the originally agreed fees. For the avoidance of doubt where corrections are required due to any proven mistakes made by the Company such changes, Pickups or re-records will not be charged to the Client.
    • 2.4 The Parties shall confirm any additions to the Agreement or variations agreed in writing.
    • 2.5 If the Company’s costs incurred in respect of the Services increase due to the following circumstances which may occur after the Parties agree the Project Proposal the Company may at its option at any time before delivery give notice to the Client of an increase in the Agreement price under this Condition due to:-
      • Variation and/or alteration of instructions and/or details and/or a failure by the Client or its representative to provide the same;
      • Overtime costs incurred if the delivery date does not permit sufficient time for the work to be completed during normal working hours i.e. 9am – 5pm Monday – Friday.
    • 2.6 Unless otherwise agreed in writing the Company reserves the right to sub-contract work to any suitably qualified and insured person, firm, LLP, company or organisation.
    • 2.7 The Client agrees that if so required by the Company it shall pay for all work carried out at the Client’s request whether experimentally or otherwise.
    • 2.8 Unless otherwise agreed in writing and signed by both parties the copyright in any Script is owned by or licensed to the Client and the Client warrants and agrees that it has the full right and license to authorise and instruct the Company to produce Audio Recordings of the performance Scripts supplied in accordance with the Agreement.
    • 2.9 Unless otherwise agreed in writing the Client warrants and agrees that all copyright and intellectual property rights in any Audio Recordings of the performance of Scripts in accordance with this Agreement shall belong to the Company and shall not be licensed or assigned to the Client other than as provided for in these terms or as agreed in the Project Proposal and subject to the Client paying all fees due to the Company in full and on time.
    • 2.10 This Agreement shall operate as a license for the Client to use the Audio Recordings as produced, created or recreated by the Company and the intellectual property rights therein in accordance with the Agreement until the date payment is due and, provided that payment in full is made for all Audio Recordings and Services agreed in writing on or before the date due for payment, this Agreement shall operate as an automatic license (or an automatic assignment of intellectual property rights but only if this is what is specified and agreed in writing in the Agreement) for the Client to continue to use the Audio Recordings and the intellectual property rights therein as provided for in this Agreement subject to the terms herein, but, if payment in accordance with the Agreement is not made on or before the date due for payment there shall be no assignment of rights and any right or license that the Client may have had to use the Audio Recordings and/or any intellectual property rights therein contained shall be automatically revoked and the Company reserves the right to take such action as may be necessary and appropriate in both the civil and criminal courts and all intellectual property rights in the Audio Recordings shall remain the property of the Company and the Client shall have no further right to use the same in any way prohibited by the Agreement or statute or common law unless otherwise agreed in writing and signed by the Company.
    • 2.11 All rights and licenses granted to the Client hereunder by the Company are conditional on the Audio Recordings and the intellectual property rights therein being used only for the purposes agreed and specified in the Agreement, and the Client hereby undertakes and agrees to promptly notify the Company in order to obtain it’s approval (which the Company may withhold in it’s absolute discretion) to use the Audio Recordings and any intellectual property rights therein contained for any additional purpose including but not limited to editing, re-mixing, sampling, adaptation or duplication and the Client further agrees to pay the Company the appropriate fee as reasonably requested by the Company for any agreed additional use.
    • 2.12 The Company shall not be required to work with any matter, including but not limited to Client Scripts, which in its opinion, is or may be of any illegal or libelous nature or an infringement of the proprietary, intellectual property or any other rights of any third party or which constitutes unsolicited advertising or promotional material or which may be considered unethical, promote, advertise, and/or focus on offensive matter, illegal drugs, hate speech or profanity.
    • 2.13 The Company shall be completely indemnified by the Client in respect of any claims, costs, damages fees and expenses arising out of any illegal or libelous matter or any infringement of copyright, patent or design or any other proprietary, intellectual property or personal rights contained in any materials processed for the Client and the indemnity shall extend to any amounts paid on lawyer’s or other expert’s advice in settlement of any claim.
    • 2.14 The Company shall be at liberty at any time to discontinue Services if in the Company’s opinion such work required may be libelous or illegal or in breach of any third party rights or constitutes unsolicited advertising or promotional material or which may promote, advertise, and/or focus on offensive matter, illegal drugs, hate speech or profanity or be considered unethical, and in such circumstances the Client shall be liable to pay the Company for the work carried out prior to the date of discontinuance.
    • 2.15 The Company agrees that all Scripts, e-learning or training concepts, visuals and other information or materials created by the Client in connection with the Scripts are submitted to the Company in strict confidence and the Company acknowledges the importance of maintaining confidentiality in connection with all such information until such time as the Client wishes to publicise the information and the Company shall ensure all its artists, producers and contractors are also aware of the importance of maintaining confidentiality in connection with such information until instructed otherwise.
    • 2.16 The Company shall not be liable for any problems or delays to completion caused by the Client’s failure to supply or deliver any Client Scripts on time, including but not limited to final or amended copies or other relevant information needed for the Company to properly deliver the Services agreed.
  3. CLIENT’S RESPONSIBILITIES
    • 3.1 In the event the Client requires the Company to do any work on location in order to provide the Services agreed including but not limited to work in studios, the Client agrees to conduct appropriate risk assessments and to ensure all locations and sites are safe for the Company to enter and remain and shall provide any safety equipment, PPE or uniform to enable the Company’s safety whilst working at such locations to provide the Services required.
    • 3.2 The Client agrees it is fully responsible for provision of all Client Scripts and shall supply the same to the Company in an agreed appropriate virus-free electronic format by the agreed deadlines and further for the avoidance of doubt the Client acknowledges and agrees that the Company shall not be obliged to accept or transcribe any hand written Scripts supplied.
    • 3.3 Any time estimated for completion of the Services shall be dependent on the quantity and complexity of Services being supplied, the word counts and length of Scripts provided, and the accuracy and completeness of information and Client Scripts supplied by the Client to the Company. The Client acknowledges and agrees that it is their responsibility to provide as full and accurate instructions and directions, including but not limited to accents and tone of performance delivery, as required to enable delivery of Services to meet their requirements.
    • 3.4 The Client agrees that in the event the Client declines or fails to attend dial-up, listen in or down the line recording sessions live to provide directions, including but not limited to by audio or video call, the Client fully delegates responsibility for direction of Audio Recordings to the Company and in the event the Client requires any Pickups or re-recordings the Client agrees to pay any additional associated fees and costs incurred.
  4. AUDIO RECORDINGS AND INTELLECTUAL PROPERTY RIGHTS
    • 4.1 Provided the Client pays for the Services in full and on time the Company shall provide the Client with agreed Audio Recording files in an agreed appropriate format.
    • 4.2 The Company shall not be liable for any discrepancies in the Audio Recordings or other work once the Services have been delivered and the Client accepts responsibility for dealing with all third parties and agrees that the Company shall not be liable for any inaccurate or faulty requests or specifications made by the Client or any third party or for any failure to make any particular request or specification to the Company that affects the content or performance of Audio Recordings or other Services.
    • 4.3 The Client warrants and agrees that the Client shall obtain all and any necessary consents, clearances and licenses to enable it to lawfully use all and any intellectual property rights that the Client wants included in provision of the Services including but not limited to consents, clearances and licenses in respect of the Client’s proposed Script content, music, sounds to be included in Sound Recordings or other Services.
    • 4.4 The Client grants to the Company a royalty-free, world-wide, non-exclusive license to use the Client Scripts for the purposes of the Project.
    • 4.5 Except as expressly agreed in the Project Proposal and /or as set out in clause 4.4 this agreement does not transfer or grant to the Company any right, title or interest in any intellectual property rights in or to the Client Scripts.
    • 4.6 The Client grants the Company, and the relevant Voiceover Artist performing the relevant Script, the right to use the Audio Recordings of Scripts supplied as part of the Services, or extracts thereof, in their portfolio and for general PR purposes but strictly subject to any relevant Non-Disclosure or Confidentiality agreements (“NDAs”) the Client and the Company are bound by PROVIDED THAT the Client has notified the Company of the existence of such NDAs. For the avoidance of doubt neither the Company nor its suppliers shall share or publicise any Script content, project information or Audio Recordings without the prior authorization of the Client.
    • 4.7 No rights are conferred upon the Company to use the audio, audio files or sound recordings as an input for using artificial intelligence technologies to manipulate the audio by building a digitally generated performance in creating a sample of the VOA’s voice to create a voice model of the VOA to be later used to produce further works which deliver words and phrases outside of what the VOA actually performed as part of the contracted work.
  5. PROVISION OF SERVICES AND LIMITATIONS OF LIABILITY
    • 5.1 Whilst every care is taken by the Company when producing or working on Audio Recordings, or supplying Services and processing digital media, it is the responsibility of the Client to approve and sign off any Audio Recordings, audio, digital or other media immediately upon receipt thereof.
    • 5.2 The Company shall use all reasonable endeavors to deliver the Services to the Client’s requirements and shall maintain professional standards at all times.
    • 5.3 The Company shall not be liable in any way whatsoever for any alleged defects in Services beyond the Company’s reasonable control and the Client accepts responsibility for checking and amending all Audio Recordings before they are published in any media.
    • 5.4 If the Client alleges that the Audio Recordings or Services do not conform to the Client’s specification and order whether as to performance of Scripts or quality it shall notify the Company within five (5) working days of delivery by post or e-mail of such allegation and the failure to make such notification shall be deemed to be conclusive evidence of the conformity of the Services to the Client’s order in every respect.
    • 5.5 The Company’s liability for defects in the Services caused by the proven negligence or other breach of the Company shall be limited to the repair, replacement or re-recording by the Company of the Audio Recordings at no additional cost to the Client provided that such defect is notified in accordance with clause 5.4 above and anything the Client believes is defective and/or requires repair have been notified to the Company and/or returned for scrutiny by the Company as evidence of the alleged defects.
    • 5.6 In any event of liability of the Company for breach of its contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence defects/errors in the Services shall be limited to a refund of the invoice price of the Services in respect of which any claim is made against the Company.
    • 5.7 The Company shall not be liable for any claims for consequential loss of profit or any other loss calculated on a time basis of whatsoever nature.
    • 5.8 Where a complaint or a claim has been made in respect of Services proved or alleged to be defective the Company may suspend further deliveries of any Services under this Agreement which may have the same or similar alleged defects until the validity of such complaint or claim has been finally determined and in such event the applicable delivery/completion dates for Services shall be postponed accordingly.
    • 5.9 The Company shall not be liable for indirect loss or third party claims occasioned by delay in completion of or delivery of Audio Recordings or Services or for any loss to the Client in delay of transmission and in particular the Client agrees that the Company shall not be liable in any way for any loss or damage to the Client’s Customer’s howsoever caused and whether directly or indirectly due to any problem in provision of the Services hereunder and the Client agrees to hold the Company harmless and keep the Company fully indemnified in connection with any such costs, claims, damages, proceedings, fees and expenses (including but not limited to legal and professional fees and expenses) and warrants and agrees it has appropriate insurance cover in this respect.
  6. PAYMENT TERMS
    • 6.1 Payment must be made in accordance with the terms agreed in writing by the Company as agreed in the Project Proposal and in any event no later than thirty(30) days within the date of the Company’s invoice.
    • 6.2 The Company reserves the right to charge and be paid interest on all sums due from the Client at the rate from time to time in force in accordance with the Late Payment of Commercial Debts regulations from the date upon which payment is due until the date upon which it is received as well before as after any court judgement.
    • 6.3 Invoices are payable in full and the Client shall not be entitled, for any reason whatsoever, to withhold or set-off payment.
    • 6.4 The time of payment shall be the essence of the Agreement.
    • 6.5 All payments must be made in UK pounds sterling (or, if previously agreed in writing by both parties, in euros or US dollars).
    • 6.6 VAT shall be charged in accordance with the then current rate in English law.
  7. TERMINATION

Without prejudice to the Company’s rights hereunder it is agreed that:-

  • 7.1 if the Client fails to pay any sums due to the Company as and when they fall due the Company may suspend the Services and/or terminate this Agreement forthwith without notice;
  • 7.2 if the Client is in breach of any of these terms and conditions and fails to remedy such breach (if such breach is capable of remedy) within fourteen (14) days of receipt from the Company of a notice specifying the breach and requiring its remedy the Company may terminate this Agreement forthwith by notice in writing;
  • 7.3 For the avoidance of doubt the Company shall NOT be liable for any loss and damage caused to the Client or any third party in the event the Company suspends release or use of Audio Recordings or withdraws licenses where this is due to any failure by the Client to fail to pay any invoice or other monies due to the Company within the agreed time.
  • 7.4 if the Client is a Company and goes into insolvent liquidation or has an administrator, receiver or administrative receiver appointed over the whole or and part of its assets or if it enters into any voluntary arrangement with its creditors or otherwise becomes unable to pay its debts when they become due or if the Client is a sole trader or a firm becomes bankrupt or has a bankruptcy petition issued against it the Company shall be entitled to terminate this Agreement forthwith without notice to the Client;
  • 7.5 Termination of this Agreement shall not affect any pre-existing liability of the Client or affect any right of the Company to recover damages or to pursue any other remedy in respect of any breach by the Client of the Agreement.
  • 7.6 In the event of termination of the Agreement by the Company due to any breach by the Client of the terms of the Agreement the Company shall be entitled to the balance of all outstanding payments which would, but for the termination, have accrued due up to the earliest date on which the Agreement could have been terminated by the Client in accordance with the terms of the Agreement.
  1. FORCE MAJEURE
    • 8.1 Every effort will be made to carry out the Agreement but its due performance is subject to suspension or cancellation by the Company or to such variations as the Company may find necessary as a result of inability to secure labour, services or materials from the usual sources of supply or as a result of any act of God, illness, pandemic, accident, war, strike, lockout or any other labour dispute, fire, flood, drought, legislation, power failure or other cause (whether of the foregoing class or not) beyond the control of the Company.
    • 8.2 Neither party shall be deemed to be in breach of this agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that party (‘an event of force majeure’).
    • 8.3 The party relying on this clause 8 (‘the Affected Party’) shall promptly notify the other party (‘the Other Party’) of the extent and circumstances giving rise to the event of force majeure.
    • 8.4 If the event of force majeure in question prevails for a continuous period in excess of three months after the date on which it began, the Other Party may give notice to the Affected Party terminating this agreement. The notice to terminate must specify the termination date, which must be not less than [30 days] after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this agreement will terminate on the termination date set out in the notice. Neither party shall have any liability to the other in respect of termination of this agreement due to an event of force majeure, but rights and liabilities that have accrued prior to termination shall not be affected.
  2. GENERAL
    • 9.1 In these conditions the headings are for reference only and words in the singular include the plural and vice versa and references to any gender shall include the others.
    • 9.2 These conditions shall apply to the Agreement to the exclusion of any other terms and conditions contained in or referred to in any order, letter or other communication sent by the Client to the Company and the provisions of these conditions shall prevail unless expressly varied in writing and signed by both parties.
    • 9.3 Both parties agree not to disclose to any third party, other than to their respective bankers or other professional advisers on appropriate conditions of confidentiality, the fact of or details of this agreement or any other agreement referred to in this agreement.
    • 9.4 A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.
    • 9.5 No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.
    • 9.6 No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the parties
    • 9.7 Any notices under this agreement shall be in writing and shall be sent by pre-paid registered post or recorded delivery to the relevant address given in the Agreement or to such address as the recipient may have notified to the other party via email for that purpose.
    • 9.8 The Company reserves the right to update these terms and conditions from time to time to meet the needs of his business.
    • 9.9 This Agreement shall be governed exclusively by the Laws of England and Wales and the Client hereby accepts the jurisdiction of such Courts, whether in England or otherwise, as the Company may nominate for the purpose of trying any Action out of this Agreement.

Sayer Hamilton Ltd ~ Terms & Conditions of Contract ~ Version 2.1 ~ January 2023.

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