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| 1. |
The Recording |
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| 1.1 |
The Script must conform to the Script Guidelines. Any difficult
or unclear pronuniciations of names, places, jargon, acronyms or any
unusual words must be clearly and phonetically set out in the Pronunciation
Guide which must be attached to the Script. If the Quote Form states
that no Pronunciation Guide is attached to the Quote Form, the Client
agrees that no special pronunciations are required. |
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| 1.2 |
Just Add Voice shall arrange for the Artist to make the Recording
and shall deliver the Recording by uploading it to the Client's area
of the Website. Just Add Voice shall provide the Client with details
of how to access and download the Recording. |
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| 1.3 |
Just Add Voice shall use reasonable endeavours to deliver the
Recording prior to the Delivery Date. Time for delivery shall not be
of the essence and Just Add Voice accepts no liability for delay in
delivery of less than seven Working Days. If the Artist is unable to
make the Recording prior to the Delivery Date, Just Add Voice shall
inform the Client accordingly and shall provide a Quotation for the
provision of a Recording of the Script performed by an alternative
artist. If the Client rejects such Quotation then Just Add Voice shall
refund any monies paid by the Client in advance in relation to the
Recording but shall have no further liability to the Client |
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| 1.4 |
If, within three Working Days following the Actual Delivery Date,
the Client informs Just Add Voice that it considers that the Recording
does not conform to the Pronunciation Guide: |
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| 1.4.1 |
Just Add Voice shall decide (acting reasonably) whether
the Artist failed to perform the Script in accordance with the
Pronunciation Guide; |
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| 1.4.2 |
if Just Add Voice decides that the Artist failed to perform the
Script in accordance with the Pronunciation Guide, Just Add Voice
shall arrange for the Artist to make another Recording of the Artist
performing the Script or the relevant parts of the Script as soon
as reasonably practicable thereafter. Just Add Voice shall deliver
this Recording to the Client within ten Working Days of the date
on which the Client notified Just Add Voice shall not charge an
additional fee in respect of this Recording; |
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| 1.4.3 |
if Just Add Voice decides that the Artist performed the Script
in accordance with the Pronunciation Guide, the Client must pay
Just Add Voice a further Session Fee if it wishes Just Add Voice
to arrange for the Artist to make a further recording of the Artist
performing the Script or any part of the Script. |
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| 1.5 |
If the Client wishes to amend the Pronunciation Guide or the Script
after the Artist has made the Recording, the Client must pay Just Add
Voice a further Session Fee if it wishes Just Add Voice to arrange
for the Artist to make a further recording of the Artist performing
the Script in accordance with the amended Pronunciation Guide or performing
the amended Script. |
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| 1.6 |
The Client shall not contact the Artist direct, but shall address
all communications to the Artist to Just Add Voice. |
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| 2. |
Licence |
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| 2.1 |
In consideration of the payment by the Client to Just Add Voice of
the Session Fee and the Annual Licence Fee for the first year and in
further consideration of the Client agreeing to pay the Annual Licence
Fee for subsequent years in accordance with Condition 4, Just Add Voice
hereby grants to the Client, subject to the terms of these Conditions,
an exclusive non-transferable licence to use the Recording for the
Permitted Use only in accordance with these Conditions. |
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| 2.2 |
The Client shall include the Credit on any media in which the Recording
is used, as specified in the Quote Form. |
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| 2.3 |
For the avoidance of doubt the Client shall only have the right to
use the Recording for the Client's own personal or business purposes
and shall not have the right to assign, dispose of, sub-license or
otherwise transfer the right to use or license the Recording. |
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| 2.4 |
The Client warrants to Just Add Voice that it will not use the Recording
for any purpose which is under the laws of any jurisdiction in which
the Recording is used or accessible illegal, immoral, obscene, blasphemous,
offensive to religion or on the grounds of gender or racially offensive. |
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| 2.5 |
The Client shall not have the right to edit or modify the Recording. |
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| 2.6 |
The Client shall indemnify Just Add Voice and keep Just Add Voice
at all times fully indemnified from and against all actions, proceedings,
claims, demands, costs and other liabilities however arising directly
or indirectly as a result of any breach or non-performance by the Client
of any of the Client's obligations under these Conditions. |
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| 2.7 |
The Client shall not post or transfer to the Website nor include
in any email message sent to Just Add Voice any material which is obscene,
misleading, inaccurate, defamatory, illegal, in breach of copyright
or other intellectual property right, or damaging to data, software
or the performance of Just Add Voice or any other person's computer
system. |
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| 2.8 |
If at any time the Client wishes to change or add to the Permitted
Use, it shall request permission from Just Add Voice to do so. Just
Add Voice shall inform the Client of the revised Annual Licence Fee
payable for such different or additional Permitted Use. If the Client
notifies Just Add Voice that it wishes to change to or add to the Permitted
Use on the basis of such revised Annual Licence Fee, Just Add Voice
shall invoice the Client for the additional Annual Licence Fee payable
until the next anniversary of the Actual Delivery Date, calculated
on a pro rata basis. When Just Add Voice receives payment in full of
such invoice, the Permitted Use shall be amended accordingly. |
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| 2.9 |
If at any time the Client uses the recording for a use other
than the Permitted Use without first obtaining the agreement of Just
Add Voice in accordance with the provisions of Condition 2.8, the Client
shall upon receipt of an invoice pay all arrears of Annual Licence
Fees in respect of the period from the first date of such use to date
and interest on all such payments for the period from the date of first
such Use to date at 4% per annum over the base rate from time to time
of Natwest Bank plc. |
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| 2.10 |
The Licence shall renew automatically on each anniversary of
the Actual Delivery Date, unless the Client gives Just Add Voice written
notice at least six weeks prior to an anniversary of the Actual Delivery
Date that the Client wishes to terminate the Licence. |
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| 2.11 |
If the Licence terminates for any reason the Client shall immediately
cease to use the Recording and shall at Just Add Voice's sole option
either return or destroy all copies of the Recording in its possession
or control and the Client shall certify in writing to Just Add Voice
that the Client has complied with its obligation as aforesaid. |
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| 3 |
Intellectual property rights |
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| 3.1 |
Copyright and all other intellectual property rights in the Recording
shall vest in and remain at all times the property of Just Add Voice
or its licensor and the Client shall acquire no rights in any such
material except as expressly provided in these Conditions. The Client
shall retain copyright in the Script. |
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| 3.2 |
Just Add Voice shall indemnify the Client on an indemnity basis only
against all actions, claims, demands, costs, charges and expenses arising
from or incurred by any allegation of infringement of copyright, trade
mark, patent or breach of confidence in respect of the Recording, unless
such infringement is caused or significantly contributed to by the
Script or use of the Recording other than as permitted under these
Conditions. The Client shall give prompt notice to Just Add Voice of
any such allegation and Just Add Voice shall have the exclusive right
to control and direct the investigation, defence and settlement of
any claim based on such allegation. |
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| 3.3 |
The Client shall indemnify Just Add Voice against all actions, claims,
demands, costs, charges and expenses arising from or incurred by any
allegation of infringement of copyright, trade mark, patent or breach
of confidence in respect of the Script. |
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| 3.4 |
The Client shall give prompt notice to Just Add Voice if the Client
becomes aware of any unauthorised use or exploitation of the whole
or any part of the Recording by any person or body. |
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| 3.5 |
Nothing in these Conditions shall constitute a waiver of the Artist's
Moral Rights. |
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| 4. |
Charges |
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In consideration of Just Add Voice agreeing to perform its obligations
under these Conditions, subject to the provisions of this Condition,
the Client shall pay to Just Add Voice: |
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| 4.1.1 |
the Session Fee; and |
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| 4.1.2 |
4.1.2 the Annual Licence Fee |
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in accordance with the payment terms set out in the Quote Form. |
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| 4.2 |
Just Add Voice may increase the Annual Licence Fee or amend the method
for calculating the Annual Licence Fee on the first anniversary of
the Actual Delivery Date and on each subsequent anniversary of the
Actual Delivery Date by providing 20 Working Days' written notice to
the Client of such increase prior to any such anniversary date. The
Client shall be deemed to accept any such increase in the Annual Licence
Fee unless any such increase is expressly rejected in writing by the
Client within 10 Working Days of the date of the service of Just Add
Voice's written notice of any such increase. If the Client validly
rejects Just Add Voice's proposed increase in the Annual Licence Fee,
the Licence shall terminate on the date from which Just Add Voice proposed
to increase the Annual Licence Fee. |
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| 4.3 |
All charges in these Conditions are unless otherwise stated exclusive
of value added tax which shall be paid by the Client in accordance
with the terms of the applicable regulations. |
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| 4.4 |
In the event that the Client fails to pay any charge due to Just
Add Voice under these Conditions or otherwise under any other agreement,
arrangement or contract entered into between Just Add Voice and the
Client, Just Add Voice shall be entitled (without prejudice to any
other right or remedy it might have and at its option) to: |
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| 4.5.1 |
charge the Client interest on all overdue payments (both before
and after judgement) at the rate of 4 per cent above the base lending
rate from time to time of the National Westminster Bank plc per
annum, compounded monthly, on the outstanding balance; |
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| 4.5.2 |
suspend the Licence in respect of the Recording granted pursuant
to the terms of these Conditions; and/or |
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| 4.5.3 |
terminate the Licence or suspend, cancel or terminate any services
of whatsoever nature being provided by Just Add Voice, whether
pursuant to the terms of these Conditions or otherwise. |
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| 4.6 |
If the Client is required by law to make any deduction or withholding
from any payment to Just Add Voice on account of any tax, then the
Client will: |
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| 4.6.1 |
give notice to Just Add Voice of any such requirement or any
change in such requirement as soon as the Client becomes aware
of it and ensure that the deduction or withholding is made and
that it does not exceed the minimum legal requirement; |
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| 4.6.2 |
pay any such tax in accordance with applicable law and before
the date on which interest or penalties arise; |
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| 4.6.3 |
not later than the payment under Condition 4.6.2 pay to Just
Add Voice such increased sum as will result, after the deduction
or withholding of the tax (and after taking account of any further
deduction or withholding which is required to be made as a consequence
of the increase), in the receipt by Just Add Voice of a net amount
equal to the full amount which would otherwise have been received
by it had no such deduction or withholding been required; and |
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| 4.5.4 |
promptly forward to Just Add Voice evidence of the deduction
or withholding which has been made, including all receipts or other
official documentation which is issued by the relevant tax authority,
provided that if Just Add Voice determines, in its absolute discretion,
that it has received a tax benefit (in the form of a credit against
or relief or remission for, or repayment of any tax paid or payable
by it) by reason of any deduction or withholding in respect of
which the Client has made an increased payment under this Condition,
Just Add Voice shall pay to the Client (to the extent that Just
Add Voice can do so without prejudicing the amount of such benefit
or repayment and the right of Just Add Voice to obtain any other
benefit, relief or allowance which may be available to it) such
amount, if any, as Just Add Voice in its absolute discretion shall
determine will leave Just Add Voice in no worse position than Just
Add Voice would have been if the deduction or withholding had not
been required. |
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| 4.7 |
Refunds will given only at the discretion of Just Add Voice. |
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| 5. |
Warranty and liability |
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| 5.1 |
Nothing in these Conditions shall exclude or restrict Just Add Voice's
liability for death or personal injury resulting from the negligence
of Just Add Voice or of its employees while acting in the course of
their employment or for fraudulent misrepresentation. |
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| 5.2 |
Notwithstanding anything else in these Conditions Just Add Voice's
entire liability to the Client in contract, tort (including negligence),
misrepresentation (except fraudulent misrepresentation) or otherwise
arising out of or in connection with the Recording, the provision of
any services provided in relation to the Recording, or other performance
or non-performance of Just Add Voice's obligations under these Conditions
shall, unless the subject of Condition 5.1: |
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| 5.2.1 |
be limited from time to time to the aggregate of all sums paid
by the Client from time to time under the Licence in relation to
the Recording in relation to which such liability arises in any
given preceding twelve month period; and |
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| 5.2.2 |
not extend to any loss of profits, revenue, business, goodwill,
contracts, business, data, anticipated savings or for any costs,
expenses, special, indirect or consequential loss whatsoever, whether
sustained by Client or any other person. |
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| 5.3 |
The Client acknowledges and agrees that computer systems and software,
including the Website and the Recording, are not error, fault or bug
free, nor secure from persons wishing to misuse, tamper with, erase,
alter or in any other way corrupt computer systems and the Client agrees
that Just Add Voice shall have no liability to the Client nor to any
third party for any such occurrences arising in respect of or in relation
to the Website or the Recording. It is the Client's responsibility
to screen the Recording for viruses, worms and other forms of malicious
code prior to downloading, accessing or using the Recording. |
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| 6. |
Duration and Termination |
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| 6.1 |
Just Add Voice may (without prejudice to its other rights) terminate
the Licence at any time forthwith by notice in writing to the Client
if: |
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| 6.1.1 |
a voluntary agreement is approved, or an administration order
is made, or a receiver, liquidator or administrative receiver is
appointed over any of the Client's assets or undertaking or a resolution
or petition to wind up the Client is passed or presented (other
than for the purposes of amalgamation or reconstruction) or if
any circumstances arise which entitle the court or a creditor to
appoint a receiver, liquidator, administrative receiver or administrator
or to present a winding-up petition or make a winding-up order;
or |
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| 6.1.2 |
the Client commits a breach of any of its obligations hereunder
and (in the case of a remediable breach) fails to remedy the breach
within 30 days of receipt of a notice so to do. |
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| 6.2 |
Termination of the Licence, for any reason, shall be without prejudice
to the rights and liabilities of either party which may have accrued
on or at any time up to the date of termination. |
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| 6.3 |
Upon termination of the Licence, for any reason, the Client shall
forthwith cease using the Recording and shall destroy forthwith all
copies of the Recording or, at Just Add Voice's request, return all
copies of the Recording to Just Add Voice. |
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| 7. |
Force Majeure |
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Just Add Voice shall not be liable to the Client for any loss or
damage arising due to failure to perform its obligations under these
Conditions or the Licence due to any cause beyond Just Add Voice's
reasonable control including without limitation any act of God, inclement
weather, failure or shortage of power supplies, flood, drought, lightning
or fire, strike, lock-out, trade dispute or labour disturbance, the
act or omission of any Government, highways authorities, public telecommunications
operators or administrative or other competent authority, war, military
operations, riot, or difficulty, delay or failure due to any such cause
in manufacture, production or supply by third parties of any goods
or services required by Just Add Voice. |
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| 8. |
Confidentiality |
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| 8.1 |
Each party (the "Recipient") undertakes to the other to
keep confidential all information (written or oral) concerning the
present and future business plans and external and internal affairs
of the other party (the "Disclosing Party") that he shall
have obtained or received as a result of the discussions leading up
to or the entering into of the Contract, including without limitation
the existence and the terms of the Contract and these Conditions save
that which is: |
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| 8.1.1 |
trivial or obvious; |
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| 8.1.2 |
already in his possession other than as a result of a breach
of this Condition; |
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| 8.1.3 |
in the public domain other than as a result of a breach of this
Condition; or |
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| 8.1.4 |
accessible to users of the Website. |
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| 8.2 |
Just Add Voice agrees to keep confidential the Script and not provide
the Script to any third party other than the Artist and the producer
of the Recording. |
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| 9. |
General |
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| 9.1 |
Just Add Voice's services are only available to persons acting
in the course of their business in the United Kingdom. |
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| 9.2 |
The Client is not entitled to assign, sub-license or otherwise dispose
or make over to any third party any of its rights or obligations under
these Conditions or the Licence. Just Add Voice shall be entitled to
assign or sub-contract its rights and obligations either in whole or
in part under these Conditions and the Licence to any person, but Just
Add Voice shall give notice of any such assignment in writing to the
Client. |
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| 9.3 |
If any part, term or provision of these Conditions not being of a
fundamental nature be held illegal or unenforceable the validity or
enforceability of the remainder of these Conditions shall not be affected. |
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9.4
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These Conditions contain the entire agreement between the parties
with respect to the subject matter of the Licence, supersede all previous
agreements and understandings between the parties with respect to such
subject matter and may not be modified except as agreed in writing
between Just Add Voice and the Client. Just Add Voice shall not be
liable to the Client for loss or damage from or in connection with
any representations or statements (unless made fraudulently) or agreements
or undertakings not set out in these Conditions. |
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| 9.5 |
No waiver of a term or condition of these Conditions shall be effective
unless made in writing and signed by the party against which enforcement
of the waiver is sought. The waiver of any breach of any term or any
condition of these Conditions shall not be construed as a waiver of
any subsequent breach of a term or condition of the same or a different
nature. |
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| 9.6 |
Any notice required to be served by these Conditions or the Licence
shall be given in writing and served personally or by prepaid post
or facsimile transmission addressed to either party at its address
given above or its last known address or by email to (in the case of
the Client) the address indicated by the Client to Just Add Voice and
(in the case of Just Add Voice) to info@justaddvoice.com. Any notice
so posted shall be deemed in the absence of evidence of earlier receipt
to have been served three days after such posting and in proving such
service it shall be sufficient to prove that the letter containing
the notice was properly addressed and posted as a pre-paid letter.
Any notice so sent by facsimile transmission shall be deemed to have
been received at the expiration of two hours after the time of transmission
provided that a sender's transmission report is immediately received
indicating satisfactory transmission to the addressee and provided
further that a hard copy of the facsimile transmission is posted to
the addressee in accordance with this Condition 9.5 within 24 hours
of the sending of the facsimile transmission. Any change of address
by any party during the term of the Licence shall be notified promptly
to the other party in the like manner. |
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| 9.7 |
These Conditions may be amended only in writing signed by duly appointed
representatives of both parties |
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| 9.8 |
The Parties agree and intend that, notwithstanding anything to the
contrary contained in these Conditions, these Conditions shall not
operate to confer any rights or benefits on any third parties. |
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| 9.9 |
Nothing in these Conditions shall create, or be deemed to create
a partnership or the relationship of principal and agent between Just
Add Voice and the Client. |
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| 10. |
Interpretation |
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| 10.1 |
The headings in these Conditions are inserted for convenience and
shall not affect their construction. |
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| 10.2 |
Where appropriate, words denoting a singular number only shall include
the plural and vice versa. |
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| 10.3 |
Reference to any statute or statutory provision includes a reference
to the statute or statutory provision as from time to time amended,
extended or re-enacted. |
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| 10.4 |
References to Conditions are to Conditions of these Conditions. |
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| 10.5 |
Just Add Voice and its employees, agents, distributors and representatives
may publicise the fact that the Client is a customer of Just Add Voice. |
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| 10.6 |
The validity, construction and performance of these Conditions and
the Licence shall be governed by English law, and shall be subject
to the exclusive jurisdiction of the Courts of England provided always
that Just Add Voice may at its option bring any proceedings, action,
claim, suit or enforcement proceedings in such other legal jurisdiction
as it shall from time to time determine. |
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Definitions |
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The following definitions apply to these Conditions: |
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| "Actual Delivery Date" |
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the date on which the Recording is delivered by Just Add Voice
to the Client in accordance with the provisions of Condition 1.2; |
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| "Annual Licence Fee" |
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the annual licence fee payable in respect of a Recording as specified
in the Quote Form and as varied from time to time in accordance
with the provisions of Condition 4.2; |
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| "Artist" |
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the Artist specified in the Quote Form who shall perform the
Script for the Recording; |
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| "Credit" |
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the credit in the form specified in the Quote Form which the
Client is required to give in accordance with the provisions of
Condition 2.2; |
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| "Delivery Date" |
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the date specified in the Quote Form for the delivery of the
Recording; |
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| "Estimate Form" |
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the online form which is accessed, completed and submitted by
the Client via the Website to request Just Add Voice to provide
an estimate of the Session Fee and the Annual Licence Fee for the
Licence; |
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| "Just Add Voice" |
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Just Add Voice Limited, a Company registered in England, with
Company number 4838619, whose registered office is at The Cottages,
Regent Road, Altrincham, Cheshire WA14 1RX, VAT number [ ] and
email address info@justaddvoice.com; |
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| "Licence" |
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the licence(s) granted by Just Add Voice to the Client pursuant
to Condition 1; |
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| "Moral Rights" |
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the rights described in Sections 77 to 89 inclusive of the Copyright,
Designs and Patents Act 1988; |
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| "Parties" |
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Just Add Voice and the Client; |
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| "Permitted Use" |
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the use which the Client is entitled to make of the Recording
as specified in the Quote Form; |
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| "Quote Form" |
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Just Add Voice's quote form to which these Conditions are attached
and/or apply to; |
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| "Recording" |
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the audio Recording(s) of which details are set out in the Quote
Form; |
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| "Script Guidelines" |
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Just Add Voice's guidelines from time to time in force for the
submission of the Script as posted on the Website and amended from
time to time; |
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| "Session Fee" |
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the fee payable by the Client to Just Add Voice for Just Add
Voice to arrange for the Artist to make the Recording as specified
in the Quote Form; |
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| "Website" |
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the website operated by Just Add Voice Limited addressed by the
Universal Resource Locator www.justaddvoice.com; |
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| Working Day" |
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Monday to Friday (inclusive) excluding days which are public
holidays in the United Kingdom. |
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