Terms and Conditions
The Customer's attention is particularly drawn to the provisions of clause 8.
1.1 Definitions. In these Conditions, the following definitions apply:
Artist: the voiceover artist to be provided by Telly Voices to perform the Services.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Fee: the fee payable by the Customer for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 12.7.
Contract: the contract between Telly Voices and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases Services from Telly Voices.
Deliverables: the deliverables set out in the Order produced by Telly Voices for the Customer.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer's order for Services as set out the Customer's written acceptance of a quotation by Telly Voices.
Services: the voiceover services to be performed by the Artist supplied by Telly Voices to the Customer as set out in the Specification including the Deliverables.
Specification: the description or specification of the Services provided in writing by Telly Voices to the Customer.
Telly Voices: Telly Voices Limited registered in England and Wales with company number 08538245.
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes e-mail but not fax.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Telly Voices issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Telly Voices which is not set out in the Contract.
2.4 Any descriptive matter or advertising issued by Telly Voices, and any descriptions contained in Telly Voices’ catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by Telly Voices shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. Supply of Services
3.1 Telly Voices shall, and (where appropriate) shall procure that the Artist shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2 Telly Voices shall make available to the Customer the Artist to provide the Services on the terms of this agreement.
3.3 Telly Voices shall, and (where appropriate) shall procure that the Artist shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.4 Telly Voices shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Telly Voices shall notify the Customer in any such event.
3.5 Telly Voices warrants to the Customer that the Services will be provided using reasonable care and skill.
3.6 If the Artist is unable to provide the Services, Telly Voices shall advise the Customer of that fact as soon as reasonably practicable.
3.7 Telly Voices may, with the prior approval of the Customer, provide a suitably skilled substitute to perform the Services instead of the Artist.
3.8 Telly Voices shall, and shall procure that the Artist shall, comply with all reasonable standards of safety and comply with the Customers’ health and safety procedures from time to time in force at the premises where the Services are provided.
4. Customer's obligations
4.1 The Customer shall:
4.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
4.1.2 co-operate with Telly Voices in all matters relating to the Services;
4.1.3 provide Telly Voices and the Artist with such information and materials as Telly Voices or the Artist may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
4.1.4 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
4.2 If Telly Voices’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
4.2.1 Telly Voices shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Telly Voices’ performance of any of its obligations;
4.2.2 Telly Voices shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Telly Voices’ failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Customer shall reimburse Telly Voices on written demand for any costs or losses sustained or incurred by Telly Voices arising directly or indirectly from the Customer Default.
5. Fee and payment
5.1 The Fee for the Services shall be the price as set out in the Order.
5.2 Telly Voices shall invoice the Customer on completion of the Services.
5.3 The Customer shall pay each invoice submitted by Telly Voices:
5.3.1 within 30 days of the date of the invoice (unless otherwise agreed in writing between Telly Voices and the Customer); and
5.3.2 in full and in cleared funds to a bank account nominated in writing by Telly Voices, and
time for payment shall be of the essence of the Contract.
5.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Telly Voices to the Customer, the Customer shall, on receipt of a valid VAT invoice from Telly Voices, pay to Telly Voices such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.5 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Telly Voices may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Telly Voices to the Customer.
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Telly Voices.
6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on Telly Voices obtaining a written licence from the relevant licensor on such terms as will entitle Telly Voices to license such rights to the Customer.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.
8. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 Nothing in these Conditions shall limit or exclude Telly Voices’ liability for:
8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
8.1.2 fraud or fraudulent misrepresentation; or
8.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1:
8.2.1 Telly Voices shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
8.2.2 Telly Voices’ total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £250,000.
8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.4 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.1.1 an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the other party;
9.1.2 the other party makes any composition or voluntary arrangement with its creditors or enters into administration, or a moratorium comes into force in respect of the other party (within the meaning of the Insolvency Act 1986); or
9.1.3 the other party goes into liquidation other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
9.1.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
9.1.5 a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.1.6 the other party (being an Artist) is the subject of a bankruptcy petition or order;
9.2 Without limiting its other rights or remedies, Telly Voices may terminate the Contract with immediate effect by giving written notice to the Customer:
9.2.1 if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 5 Business Days after being notified in writing to do so; or
9.2.2 if the Artist is unable or unwilling to perform the Assignment.
10. Consequences of termination
10.1 On termination of the Contract for any reason:
10.1.1 the Customer shall immediately pay to Telly Voices all of Telly Voices’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Telly Voices shall submit an invoice, which shall be payable by the Customer immediately on receipt;
10.1.2 the Customer shall return any Deliverables which have not been fully paid for;
10.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
10.1.4 clauses which expressly or by implication survive termination shall continue in full force and effect.
11. Force majeure
11.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Telly Voices including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Telly Voices or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Telly Voices or subcontractors.
11.2 Telly Voices shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
11.3 If the Force Majeure Event prevents Telly Voices from providing any of the Services for more than 4 weeks, Telly Voices shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
12.1 Assignment and other dealings.The Customer shall not, without the prior written consent of Telly Voices, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
12.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or e-mail.
12.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
12.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.3 Severance. If any provision or part-provision of the Contract 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 Contract.
12.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
12.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Telly Voices.
12.8 Governing law and jurisdiction. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).