terms & conditions.

This Contract (the Contract) forms the written agreement between ‘ourselves’ ‘us’ our’ and ‘ours’ being The Podcast Works Ltd and the Client being the party or person who has commissioned the production work and any person acting on their behalf in accordance with the following Definitions, Obligations and Other Provisions.

DEFINITIONS.

Additional Recording .

shall mean any additional recording work requested by the Client over and above that agreed and set out in both the Budget and Purchase Order and any requests or amendments to the Final Version of the Recording after the approval process of the Draft Audio all of which such Additional Recording shall be chargeable at a daily rate based on the day rate of the Recording as agreed with Client and set out in Budget 

Budget .

means the cost of the production work for the Project which shall have been agreed with the Client in advance of commencement of recording and which the Client expressly agrees to by signing a Purchase Order prior to the commencement of recording. 

Client

means the persons or group of persons who has/have, by signing this contract commissioned the Project. 

Crew

means the persons hired by The Podcast Works Ltd for the purpose of carrying out the Recording. 

Draft Audio

shall mean the initial ‘rough cut’ version of the Podcast supplied to Client for review and comments. 

Editorial Specification

shall mean a document outlining the editorial and technical requirements of Recording and shall be affixed to the Budget in advance of commencement of recording. 

Fees

means the monies paid by the Client to The Podcast Works Ltd in consideration of the Project as specified in the Budget and set out below but excluding travel and accommodation expenses 

Post-production

means the logging and editing of the audio rushes obtained for the Recording and which shall start on the first available opportunity upon completion of the Recording and continue until the Podcast is edited and the Final Version agreed upon by the Client. 

Pre-production

means the process of establishing the remit of the Final Version which shall include Client meetings, the organising of recording, location sourcing, assembling the Crew and any other activities prior to the beginning of filming of the Recording 

Project

means the work done by The Podcast Works Ltd including but not limited to pre-production, the Recording, Additional Recording and Post–Production in order to accomplish the Final Version 

Purchase Order

shall mean the document signed by the Client before the commencement of any part of the Project stating the basic outline of the project required and for which the recording is commissioned, the agreed timing schedule and agreed costs provided by The Podcast Works Ltd to Client and in turn signed by Client and returned to The Podcast Works Ltd 

Recording 

means the audio recording of the production work as commissioned by the Client and carried out by The Podcast Works Ltd. 

OBLIGATIONS

Agrees to give The Podcast Works Ltd overall productive and creative control of the Final Version

Agree to pay the Fees to The Podcast Works Ltd in accordance with the payment schedule as set out in the Budget. Any fees paid late shall incur interest at 2% (two per cent) above the base rate per month or part thereof.

Agrees that having been given the opportunity to give input to the Draft Audio and The Podcast Works Ltd including those comments in the Final Version, if they can be accommodated within the Budget, if the Client is thereafter dissatisfied with the Final Version this will not constitute failure on the part of The Podcast Works Ltd to fulfil its obligations under the Contract nor does it give the Client grounds on which to refuse to pay the Fees to The Podcast Works Ltd.

Agrees that The Podcast Works Ltd is not liable for any alleged flaws in the Final Version caused by any problems with locations used in the Recording or third party services (including but not limited to car hire, equipment hire or crew) or material or any element chosen by the Client. To rectify such problems the Client shall be liable for any additional costs incurred or amendments to be made in accordance with The Podcast Works Ltd’s current daily rates.

Agrees that any changes requested to be made after signature of this Contract and or approval of the Project shall not necessarily be accommodated unless the same can be accommodated within the Budget and agreed Production Schedule.

Shall not bring to the Recording any people who are not connected with the Recording in any way. The Podcast Works Ltd takes health and safety matters seriously and reserves the right to remove any people and or equipment from a location if they deem it to be unsafe or if Crew are subjected to any aggressive or nasty behaviour. In such instance the Client will be liable for any costs incurred or arising as a result.

Agrees that The Podcast Works Ltd shall not be held liable for any supposed imperfections in the Final Version caused by imperfections such as shouting, loud background noise or other performances of the Client or cast, performers, or extras selected hired or brought to the Recording directly by the Client or The Podcast Works Ltd. Furthermore, Client shall be liable for any costs incurred for rerecording any or part of the Recording caused by the actions of such cast performers or extras.

Agrees that The Podcast Works Ltd shall be allowed to reschedule dates or times of recording at no additional cost in the event that severe weather conditions shall pose a risk to personnel or equipment or will affect the quality of the Recording

 Agrees that if recording is delayed due to Client’s failure to comply with agreed dates, times, access, organisation and other issues specified in the production brief and or schedule The Podcast Works Ltd shall be allowed to re-schedule the affected days of recording and to charge for any additional costs which arise

Agrees that any work required as part of Post Production including audio restoration or noise reduction will be carried out when the Draft Audio has been approved. For the avoidance of doubt audio restoration shall form part of the Project and be included in the Budget but significant changes such as changes requested after approval of Draft Audio or changes differing from the agreed Editorial Specification may add additional costs to the Project based on the day rate of the Shoot as agreed with Client and set out in Budget

Shall supply all images, logos, trademarks, footage, audio designs and photographs as requested by The Podcast Works Ltd for the purposes of the Recording promptly so as not to delay recording in any way and the Client warrants that they have obtained all permissions from the relevant original copyright holders ( if different from the client). The Podcast Works Ltd reserves the right to exclude any material provided by the Client even if such material was requested by themselves.

Agree that if the Final Version when completed in accordance with the terms of this agreement is deemed unacceptable to the Client, any additional extra recording, or redesign or re-editing shall be paid for by the Client at an additional cost and such cost shall be paid in advance of the additional work.

Agrees that no copies of the Final Version shall be distributed in any media until full and final payment of Fees has been made.

Agrees that if the Final Version cannot be delivered as per the agreed delivery date due to the unavailability of the Client for whatever reason then The Podcast Works Ltd will not be held liable for any consequences of such failed delivery.

Agrees that The Podcast Works Ltd owns the copyright and all other rights in the Shoot and Final Version unless bought out by the Client at a mutually agreed cost and that the client is only permitted to use the Final Version in accordance with the Rights clause below;

Agrees that all material relating to the Project and the Recording may appear on The Podcast Works Ltd’s web site where such appearance and use is both appropriate and applicable.

The Client is permitted to host the Final Version or clips of such Final Version on their own or related business web sites

Upon Signature of this contract The Podcast Works Ltd:

  Shall source a Crew suitable to carry out the Project and the Recording at its discretion. 

  Shall produce recording and edit the Project to the to produce the Final Version. 

  Shall agree to show Draft Audio to the Client in draft weblink format or an equivalent format for approval purposes or to request changes. 

  Shall retain all unedited rushes unless otherwise agreed or specifically requested by Client. 

  Shall deliver the approved Final Version to Client in the format of a master WAV file and supplementary mp3 file. 

  Shall hold high resolution copies of the approved Final Versions on secure drives within a cloud based-library. 

  Shall agree to provide clips of the Project if requested by Client for use on Client’s web site in perpetuity 

  Shall advise any audience present when recording is taking place that recording is taking place and that such audience, by their continued presence, shall be deemed to have given their consent to be included in recording and ultimately the Final Version. The Podcast Works Ltd shall ensure that location agreements, cast agreements and other permissions are obtained and subject to signed agreements . 

  Shall carry public liability insurance cover of £5,000,000 (five million GBP). A copy of the insurance certificate can be provided if necessary. Should such insurance cover need to be extended or upgraded any such additional cost will be agreed and included in the Budget. 

  Shall source similar replacement equipment and or personnel as necessary in the event of equipment failure or technical difficulties and shall use its best endeavours so as not to delay recording or adversely impact upon the quality of recording or delivery of the Project. 

OTHER PROVISIONS

Fees 

  1.As set out in the Budget Fees shall be payable by existing Clients as follows: 

  50% (fifty per cent) payable upon the agreement of terms and signature of the Purchase Order 

  25% (twenty five per cent) upon The Podcast Works Ltd sending the first edit for review by Client 

  25% (twenty five per cent) upon approval and agreement by Client of the Final Version 

  For all new Clients Fees shall be payable as follows: 

  75% (seventy five per cent) upon agreement of terms and signature of the Purchase Order 

  25% (twenty five per cent) upon approval and agreement by Client of the Final Version 

  Costs and Expenses 

  Expenses that can be claimed as part of the Fees will include the cost of meals taken by Crew during the Recording, travel to and from the Recording and accommodation as necessary during recording. All such costs shall be agreed in advance between Client and The Podcast Works Ltd and included in the Budget but if any extra expenses are incurred The Podcast Works Ltd shall be reimbursed for such extra expenses provided prior notice is given to Client outlining the reason for the extra expenses and the cost. 

Delays and or Cancellations 

  If Post-Production or completion of the Final Version is delayed for more than 30 (thirty) days due to the Client’s actions The Podcast Works Ltd may invoice Client for additional charges incurred due to such delay. Any such additional charges shall not exceed the Budget 

  If the Recording is cancelled by the Client after signature of this Contract and before the commencement of filming of the Shoot Client shall pay The Podcast Works Ltd 40% (forty per cent) of the Budget 

  If the Project is cancelled after signature of this Contract and after commencement of the Recording, but prior to the commencing of Post–Production Client shall pay want The Podcast Works Ltd 60% (sixty per cent) of the Budget 

  If the Project is cancelled by the Client during Post-Production Client shall pay The Podcast Works Ltd 80% (eighty per cent) of the Budget 

 

Grant of Rights

  Client shall have the right to use the Final Version on their web site in perpetuity 

  In addition the Client shall have the non-exclusive right to distribute the Final Version for use online worldwide in perpetuity in the event that no talent or cast are involved. 

  In the event that talent and or cast are involved in the Recording and are duly sourced and hired by The Podcast Works Ltd then The Podcast Works Ltd shall add a 15% (fifteen per cent) fee to the Budget for administration costs incurred. In the event that the Client sources such talent and or cast such hire shall be conducted by the Client and subject to a separate agreement provided by the Client 

  In the event the Client wants to licence the rights for any other use including but not limited to television then such use is subject to separate negotiations between Client and The Podcast Works Ltd and further payment 

 

The Podcast Works Ltd shall retain rights for clip and promotional use on The Podcast Works Ltd’s web site and for use in all social media in perpetuity 

 

Force Majeure 

  The Podcast Works Ltd shall not be held liable by Client for any delay or failure to carry out its obligations under this Agreement by reason of any act of God, strike, labour dispute, fire, flood, delay in transportation, failure or delay of any laboratory, war, public disaster, or any other cause or reason beyond their control. Such delay or failure to perform shall not be deemed to be a breach of the Agreement 

  In the event of Force Majeure the party affected shall inform the other party promptly and make plans to reschedule the Project. Furthermore Client shall still be obliged to pay The Podcast Works Ltd for the work carried out until the Force Majeure occurred. 

 

Miscellaneous 

  This Agreement contains the full and complete understanding between the parties and supersedes all prior agreements whether written or oral and cannot be modified except by a written addendum duly signed by Client and The Podcast Works Ltd. 

 Nothing contained in this Agreement shall be deemed to form a partnership or contract of employment between the parties. 

  This Agreement shall be construed in accordance with and governed by the laws of England and Wales.