Terms

1 Terms and Conditions of Business

1.1 The following Conditions of business set out the terms under which The Company contracts all business with Clients. Variation of these terms are only allowed if set out and agreed in writing by both parties in advance of trading starting between the two parties.

1.2 The following terms and conditions apply in relation to the supply of any services or Goods, Facilities and Materials by The Company and to all contracts for the same entered into between The Company and the Client into all of which such contracts these terms and conditions are incorporated. They supersede all previous conditions and override any alternative conditions stipulated or referred to by the Client and constitute the entire terms and onditions applicable to all or any agreement between The Company and the Client.

1.3 The Client accepts that The Company creates intellectual property in the process of providing the Client with services such as those commonly provided by Sound Designers and Sound Engineers. Such intellectual property rights are the property of The Company and can only be transferred to the Client or its Agent when payment has been made in full for the use of the Facility in creating the Intellectual property.

1.4 The Company undertake all work within, and all of our working practices are based on the guidelines of the APRS, ASA, BCAP, BBFC, OFCOM, RACC, UK Screen Association and SAWA professional associations and or governing bodies.

2. Definitions

2.1 Unless inconsistent with the context, in these terms and conditions: -

2.2 ‘The Company’ means the legal entity of Grand Central Holdings Ltd, company registration number 15709044 - 51-53 Gt Marlborough St London W1F 7JT, United Kingdom.

2.3 Booking’ means the booking period for which The Company has agreed to provide the Facilities to the Client.

2.4 ‘Client’ means the person, firm or company using the services of The Company:

2.5 ‘Client’s Property’ means any of the Client’s works, tapes, films or other materials, equipment or other property which is the subject of the Facilities and is provided to The Company.

2.6 ‘Facilities’ means the pre/post-production equipment, personnel, creative and production facilities and services which The Company is providing to the Client in accordance with these terms and conditions.

2.7 ‘Materials’ means all forms of audio or visual material including without limitation tapes, films, digital copy, advertisements or other materials processed, produced or otherwise provided by The Company pursuant to a Booking.

2.8 ‘Talent’ means any artiste, performer or celebrity retained by The Company for The Client to provide Voice Over services, artistic services, creative services or music related services in either pre-recorded or live performance forms.

3. Rates and Fees and Charges

3.1 The rates charged by The Company are those that are published from time to time in The Company’s rate card. Publication by The Company of its rate card and the supply of any quotations or estimates to any person constitute an invitation to treat. The Client’s order is an offer and shall become binding only upon The Company’s acceptance by a suitably authorised either verbally or in writing.

3.2 The rates quoted do not include Value Added Tax, all media stock, courier and delivery charges telecommunications expenses or any additional costs incurred by The Company as a result of Materials supplied by the Client being in the opinion of The Company in any way defective or in an unsuitable format or of an unsuitable quality or the information supplied by the Client or any third party in connection with its requirements does not provide a full and accurate indication of the work involved or if such requirements are altered or added to by The Client subsequent to the date of the Booking, and any such VAT or such further or additional costs or expenses shall be paid by the Client.

3.3 The Company reserves the right to change the rates quoted in the rate card at any time without prior notice, or by specific written agreement with the Client to agree to rates diferent from those specified in the rate card in respect of a specific Booking.

4. Estimates

4.1 Whilst all the time and prices estimates given by The Company are given in good faith and The Company will endeavour to adhere to such estimates, time shall not be of the essence and is not guaranteed and The Company will not be bound by such estimates where they are not met due to the Client’s changes, failure to provide information or materials in a timely fashion or other circumstances outside The Company’s control and The Company will not be liable for any failure to meet such estimates. The Company will not be responsible for any costs, charges or expenses incurred by the Client as a result of such failure.

4.2 All estimates are prepared and presented to the Client with the caveat that Errors and Omissions are excluded and no Liability for losses either direct or indirect resulting from such Errors and or Omissions will be accepted.

5. Payment

5.1 Except where these terms and conditions provide otherwise, and subject to paragraph (4.3) below, payment of all fees and charges incurred shall be made to The Company within 30 days of the date of invoice and The Company reserves the right to charge interest at a rate 8% in excess of the then-prevailing Bank Base Rate or LIBOR (at The Company’s option) on late payment from the due date for payment until the actual date of payment calculated on a daily basis.

5.2 All sums payable by the Client shall be paid in full and in the currency in which they are invoiced without any deduction whatsoever, whether by way of set-of, counterclaim or otherwise and for the avoidance of doubt the Client shall not be entitled to the benefit of any such deduction to which it might otherwise be entitled to in law or in equity. The Company shall be entitled in the event of nonpayment in whole or in part to enforce any judgment obtained in relation thereto without any stay of execution pending the determination of any claim by the Client against The Company.

5.3 The Company reserves the right to require payment of all fees and charges, in full or in part, in advance of, or in installments during, the performance of the Booking or the provision of the Facilities.

5.4 Any queries on an invoice must be raised within 10 working days of the date of the invoice after such time the value and validity of an invoice may not be queried or challenged in a Court of Law by the Client and the invoice will be deemed to be valid and payable in full.

6. Cancellation

6.1 In its absolute discretion The Company may or may not at any time permit cancellation by the Client of a booking or order and The Company reserves the right to cancel any booking or order in the event of any breach of these terms and conditions by the Client.

6.2 In the event of any such cancellation being permitted or instigated by The Company less than one full 24-hour working day before the start of the Booking Period the booking will be charged at the full rate under The Company’s rate card current at the date of cancellation or, if greater, at the agreed rate for the Booking.

6.3 Where a booking’s duration exceeds 8 hours either as a single or multiple event and where such booking has been made against an estimate or quotation and the booking has been confirmed more than 5 working days prior to the start date of that booking in the event of cancellation being or instigated by the Client between five and one full 24 hour working day before the start of the Booking Period, the booking will be charged at 50% of the full rate under The Company’s rate card current at the date of cancellation.

6.4 In addition to the above-mentioned cancellation charges The Company will be entitled to be reimbursed for any third-party costs, liabilities and consequential costs or expenses, which it may have incurred arising from the cancellation of the Booking.‍

7.Liens and Delivery

7.1 Until payment in cash or cleared funds of all monies due from the Client to The Company pursuant to a particular booking.

7.1.1 The physical property in all Materials and the intellectual property in all Materials created by The Company shall, notwithstanding delivery, remain vested in The Company, and the Client shall hold the same as a bailee of The Company and shall store the Materials such that identification of the Materials from The Clients other goods is clear and unambiguous at all times and The Client will keep full records of any third parties to whom it sells or disposes of the same.

7.1.2 The Company shall have a general lien over any property of the Client in The Company’s possession for such monies due: and

7.1.3 The license granted by The Company to the Client pursuant to clause (10.b) shall not take effect.

7.1.4 Title to such property shall not pass or vest to the Client until The Company has also received payment in cash or cleared funds of all monies due from the Client to The Company under any other Bookings or business transaction.

7.1.5 The Client hereby grants an irrevocable license to The Company so that it may enter upon any premises where any material is stored or where they are reasonably thought to be stored, during normal business hours, and repossess the same.

7.1.6 If the Client fails to make payment within 14 days of such monies becoming due, The Company at its discretion shall be entitled to exploit or dispose of such property and apply any proceeds towards the monies due and any expenses in respect of such exploitation or disposal and shall, upon accounting to the Client for the balance if any remaining, be discharged from all liability in respect of any such property.

7.2 The Company will endeavour to deliver any Materials as soon as practicable after receipt of all sums due to The Company from the Client, but The Company shall not be responsible for any loss sufered by the Client due to delay in delivery unless such loss shall have been caused by the gross negligence of The Company.

7.3 The Client has a duty of care to inspect and verify that the Materials delivered are as ordered and fit for the intended purpose.

8. Insurance

8.1 Risk of damage to or loss of the Materials shall pass to the Client at the time when the Materials leave the premises of The Company whether this be by physical delivery of the materials or electronic delivery.

8.2 The Client acknowledges that it is not possible for The Company to obtain insurance against any lost costs of production arising from loss or damage to the Client’s property or the Materials.

8.3 Pursuant to clause (8.2) the Client shall take out and maintain such insurance cover against all risks as is necessary or usual in connection with production including pre/postproduction, including lost production costs caused on loss or damage to The Client’s property and its content whilst under the custody or control of The Company.

9. Intellectual Property in Materials

9.1 All Copyright in any recordings or other works resulting from the provision of the Facilities and/or embodied in any Materials shall vest in, and be the exclusive property of The Company.

9.2 Subject to The Company having received payment in cash or cleared funds of all monies due from the Client to The Company pursuant to a Booking the Company grants the Client an exclusive license to publish and transmit the finished materials as a whole or in part in their final form as supplied by The Company for

9.3 Once transferred The Client rights to the intellectual property created by the Company in the Materials is a right for the whole of the Materials as a single entity.

9.4 The Client only has rights of separate delivery for the elements of the Materials for those elements specifically created in the Booking for the Client and at the expense of the Client and for which payment in full has been made.

9.5 The Client agrees not to use any intellectual property rights of any type contained in the Materials separately where that separate usage is obtained or realised by the editing or deconstruction of parts from the Materials unless such usage of The Company’s Intellectual Property rights vested in the Materials has been previously agreed in writing between The Company and the Client.

9.6 Notwithstanding anything to the contrary contained herein, The Company shall retain ownership and possession of and shall not be required to deliver to the Client any mechanical devices, processes, third party private expert knowledge, craft skills, source or object code or application software any and all of which were used as tools to create the Materials (“Third Party Technology”). With respect to the Client the Company shall own the Third-Party Technology as used by The Company, as well as the intellectual property rights related to the Third Party Technology or created with the Third Party Technology including but not limited to any copyrights, trademarks, trade secrets or patents in connection therewith.

9.7 Notwithstanding the foregoing, The Company hereby grants to the Client a nonexclusive license in and to the Third-Party Technology and to the intellectual property created with the Third Party Technology in perpetuity, to the extent only that the same is necessary for the exploitation of the Materials and all ancillary and allied rights therein and thereto by the Client as envisaged by the parties.‍

10. Confidential Information

10.1 The Client shall take proper steps to keep confidential all confidential information relating to The Company or its business or its financial afairs or the Facilities or other services provided by it, including any computer programs, production techniques, Third Party Technology, databases and any original ideas and concepts, know-how, designs and processes incorporated in or inherent in the materials, processes or work practices, which information is disclosed to or obtained by the Client pursuant to or as a result of the provision of the facilities with the exclusion of information in the public domain.

10.2 The Client will not use or divulge any Confidential Information to any person (other than its professional advisers) and upon the termination or end of the Booking Period, the Client will return to The Company any Confidential Information (without retaining copies thereof) and any equipment or other goods provided by The Company (other than, for the avoidance of doubt, the Materials).‍

11. Limitation of Liability of The Company

11.1 Save as otherwise expressly provided in these terms and conditions and to the fullest extent permitted by law:

11.2 The supply to any Client of Materials and facilities is entirely at the Client’s risk and The Company shall be under no liability to the Client or any other person for any direct, indirect or consequential loss or damage arising from any defect in the Facilities and the Materials or any equipment or tapes used in relation thereto.

11.3 If the use of the Facilities for the Booking is delayed, postponed, curtailed or cancelled for any reason afecting The Company, then unless such delay, postponement, curtailment or cancellation shall have been caused by the gross negligence of The Company, The Company shall not be liable for any loss or damage sufered by the Client by reason thereof.

11.4 The Company shall not in any event be liable for economic loss including loss of profit or goodwill or any indirect or consequential loss or damage.

11.5 All warranties, conditions, terms and representations relating to goods or services supplied by The Company (Whether expressly or implied by statue, common law, use or otherwise) are hereby excluded.

11.6 Nothing herein shall be construed as excluding or limiting (or seeking to do so) any liability on the part of The Company by reason of death or bodily injury caused by The Company’s negligence.

11.7 Save as otherwise expressly provided in these terms and conditions and to the fullest extent permitted by law The Company will not be responsible for any damage to, or loss of any Client’s property held by The Company nor any loss (consequential or otherwise) arising in respect thereof unless caused by The Company’s negligence in which case paragraphs (11.8) and (11.9) shall apply;

11.8 In the event of loss or damage to the Client’s property caused by The Company’s negligence during the booking period The Company’s liability shall be limited to the cost expended by the Client in fees and charges charged by The Company and shall not exceed £10,000 in respect of any one job.

11.9 Subject to the above provisions of this paragraph (11) all of the Client’s property and all Materials held by The Company will be held by The Company entirely at the risk of the Client irrespective of the cause of any loss or damage and the Client will insure the Client’s property to its full value against all risks and take and retain copies of all Clients’ property before providing them to The Company.

11.10 The Company shall make available its equipment and the personnel it deems necessary to operate such equipment but the Client shall satisfy itself that the facilities are suitable for its purpose and whilst The Company will use its best endeavours to ensure that all equipment and facilities perform in accordance with the specification for such equipment, unless expressly agreed in writing at the time of the acceptance of the booking The Company shall not be responsible for ensuring that its equipment and the facilities provided by it are suitable for the Client’s purpose.

11.11 The Company shall not be liable for any reduction in the quality of its services that may be caused by the quality of the Client’s property or The Company’s adherence to the Client’s instructions.

11.12 The Client shall indemnify The Company, its Directors, and employees, servants, sub- contractors and agents against all liabilities, actions and losses, claim, proceedings, judgment, damages, obligations, costs and expenses of any nature what-so ever (including, but not limited to, legal fees, costs and expenses) arising directly or indirectly out of The Company’s provision of services hereunder or in connection with the Client’s property or the acts or omissions of the Client, its servants, agents or representatives, or any breach by the Client of any of its representations, warranties and other obligations in these terms and conditions (including, but not limited to, claims by any third party for breach of copyright or defamation relating to any materials or Client’s property or any failure by the Client to observe the provisions and requirements of any applicable agreements).

11.13 Each of the parties acknowledge and agree that copyright and intellectual property rights in underlying Materials processed by The Company in the performance of its services and / or embodied in the Materials may be owned by third parties and that the use by the Client of the Materials shall always be subject to the Client obtaining all and any necessary consents and licenses from those third-party owners.‍