Terms and Conditions for Voiceover Artists
These terms
These are the terms and conditions on which we will seek opportunities for you to work as a voice over artist with Clients. By registering with us (and on the acceptance by you of any Booking) you are deemed to have accepted these terms. These terms and the Booking Confirmation set out the entire agreement between us and you for the supply of services to the Client and shall govern all Bookings undertaken by you. No contract shall exist between us and you between Bookings provided that the accrued rights of either party and the continuation of any provision (including provisions relating to Uses) implicitly surviving expiry shall not be affected.
Please read these terms carefully as they are incorporated into and form part of the Agreement between us. These terms tell you who we are, how we will assist you in seeking Bookings and charge you for our services, how you and we may change or end this Agreement, and other important information. If you think that there is a mistake in these terms or you require clarification, please contact us to discuss.
Definitions of words and phrases used in these terms can be found in clause 19 at the end of these terms.
Information about us and how to contact us
Who we are. We are The East Wing Studios Limited a company registered in England and Wales. Our company registration number is 09497892 and our registered office is at 28 De Merley Road, Morpeth, Northumberland NE61 1HZ. Our registered VAT number is 139289476. For the purposes of the Conduct Regulations 2003, we act as an employment business in relation to the introduction of voiceover artists to Clients.
How to contact us. You can contact us by telephoning us at 01912657054 or by writing to us at [email protected] or The East Wing Studios Ltd, Kingsland Church, Priory Green, Newcastle upon Tyne. NE6 2DW.
How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide on the Booking Confirmation.
Bookings, authorisations and booking procedure
You authorise us to find suitable Bookings for you and to negotiate Rates of Pay on your behalf with Clients and we will endeavour to do so. We are not obliged to offer a Booking to you and you are not obliged to accept any Booking offered by us. You warrant that you are entitled to enter into the Agreement that doing so will not infringe the contractual or other rights of any third party.
You acknowledge that the nature of temporary work means that there may be periods when no suitable work is available. You agree that suitability of a Booking shall be determined solely by us and that we shall incur no liability to you should we fail to offer Bookings.
Your obligations
If You accept a Booking, you shall:-
sign and return the Booking Confirmation;
co-operate with the Client’s reasonable instructions and accept the direction, supervision and control of any responsible person in the Client’s organisation;
observe any relevant rules and regulations of the Client’s organisation (including health and safety and other policies) of which you have been informed or of which you should be reasonably aware;
co-operate with us in the completion and renewal of all mandatory checks, including in relation to your right to work in the United Kingdom;
where the Booking involves working with any Vulnerable Persons, provide us with copies of any relevant qualifications or authorisations including an up-to-date Disclosure and Barring Service certificate and two references which are from persons who are not related to you;
take all reasonable steps to safeguard your own health and safety and that of any other person who may be present or be affected by your actions on the Booking and comply with the health and safety policies of the Client;
exhibit a high standard of professionalism and not engage in any conduct detrimental to the interests of us or the Client;
comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of the Booking and applicable to the Client’s business, including without limitation, any equal opportunities or non-harassment policies;
always arrive at least fifteen (15) minutes early prior to the booking time noted on the Booking Confirmation;
ensure that all information you provide to us is complete and accurate and update us immediately on any changes so that we may update our website (in the event that we publish your details on our website); and
provide all information requested of us from time to time to enable compliance with the AWR 2010.
If you are unable for any reason to attend work during the course of a Booking, you should inform us immediately and, in any event at least twenty four (24) hours before the agreed start time to enable alternative arrangements to be made. If this is not possible, you should inform the Client and then us as soon as possible.
If, either before or during the course of a Booking, you become aware of any reason why you may not be suitable for a Booking, you shall notify us without delay.
Commission, expenses, introduction fee and payment
You authorise us to receive all fees due to you from the Client in respect of a Booking and to deduct our Commission on the Session Fee, the Usage Fee and any Renewal Fee (at the rate specified on the Booking Confirmation) and any Promotional Fees which we incur on your behalf and with your agreement from time to time. The Usage Fee shall only be payable if the Uses are exercised by the Client.
Subject to you having complied with your obligations under this Agreement the Rate of Pay will be paid within twenty eight (28) days of receipt by us of your invoice.
Except to the extent required by law, you are not entitled to receive payment from us or the Client for time not spent working on the Engagement, whether in respect of travel, holidays, illness or absence for any other reason, unless otherwise agreed. Your engagement is subject to the AWR 2010 and to the WTR 1988. If you require more information on this, please let us know. We will not withhold payment of the Rate of Pay where we have not ourselves been paid by the Client.
Where agreed between us, we may charge Promotional Fees for Promotional Material as noted in the Booking Confirmation. You are not obliged to request us to provide Promotional Material but, where you do, we will provide it to you for approval and you will have seven (7) days within which to approve it. If we do not hear from you within seven (7) days, Promotional Material will be deemed to have been approved. We will not charge Promotional Fees or distribute the Promotional Material until the cooling off period in clause 5.7 has expired or we have dealt with any reasonable requirement of yours, whichever is the later.
In the event that we have not made the Promotional Material available to potential Clients within sixty (60) days of you paying any Promotional Fees due, you will have the right to request a refund of the Promotional Fees by written notice.
You have the right to a thirty (30) day cooling off period during which you may cancel (without penalty) our agreement to provide Promotional Material. This period will run from the date of the Booking Confirmation.
Where permitted by the Conduct Regulations 2003 you agree that we will be entitled to charge the Client an Introduction Fee where the Client engages you (either directly or through another agency) or introduces you to a third party who engages you within the relevant period set out in the Conduct Regulations 2003.
Status
Your relationship to us and the Client will be that of independent contractor and nothing in this Agreement shall render you an employee, agent or partner of us or the Client and you shall not hold yourself out as such.
This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly (where recovery is not prohibited by law) you shall be fully responsible for and shall indemnify us and the Client for and in respect of:
Any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Booking. You shall further indemnify us and the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us or the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;
Any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you or against us or the Client arising out of or in connection with a Booking.
We may at our option satisfy such indemnity (in whole or in part) by way of deduction from the Rate of Pay.
Termination
We may terminate the Booking at any time up to two (2) Business Days before the Booking is due to commence without liability.
You acknowledge that the continuation of a Booking is subject to and dependent on the continuation of the agreement entered into between us and the Client. If that agreement is terminated for any reason, the Booking shall cease with immediate effect without liability to you, except for payment for work done up to the date of termination of the Booking.
Unless exceptional circumstances apply, your failure to inform the Client or us of your inability to attend work as required by clause 4.2 will be treated as termination of the Booking by you and the indemnity in clause 11.3 will apply.
If you are absent during the course of a Booking or in breach of the Agreement and the Booking has not otherwise been terminated, we will be entitled to terminate the Booking and the indemnity in clause 11.3 will apply.
Intellectual property rights and clearances
You acknowledge that all Intellectual Property Rights deriving from services carried out by you for the Client during a Booking shall belong to us. You shall execute all such documents and do all such acts as we shall from time to time require in order to give effect to our rights pursuant to this clause.
Payment of the Usage Fee shall entitle the Client and those sub-licensed by the Client to the exclusive Uses of the Content for the Usage Duration throughout the Territory.
Upon expiry of the Usage Duration, we shall be entitled to renew the Uses for another Usage Duration and successive Usage Durations upon payment of the Renewal Fee (less Commission). In the event that the Booking Confirmation does not specify a Renewal Fee, the Renewal Fee shall be such amount as we shall agree between us in writing and in default of agreement, such amount as shall be determined by us, acting reasonably.
You agree to the recording and/or exploitation of the Content and hereby assign to us absolutely with full title guarantee all existing and future rights (including Intellectual Property Rights and performers’ property rights) in such Content and all consents necessary to enable the use of the Content as set out in the Booking Confirmation, and whether on a standalone basis or as part of other content without payment, liability (save as specifically set out in the Agreement) or acknowledgement to you.
You acknowledge and agree that we shall be entitled to edit, copy, add to, adapt or translate the Content, and dub it into foreign languages, at our discretion and, in respect of the Contribution, you hereby irrevocably waive in favour of us, our assignees and licensees the benefit of all moral rights and performers’ rights arising under the Copyright, Designs and Patents Act 1988 or similar rights arising under the laws of any jurisdiction.
Confidentiality
You agree not at any time:
whether during or after a Booking (unless expressly so authorised by the Client or us) to disclose to any person or to make use of any of the Confidential Information of the Client or us; or
to make any copy, abstract or summary of the whole or any part of any document or other material belonging to the Client or us.
At the end of each Booking or on request you agree to deliver up to the Client or us (as directed) all documents (including copies), ID cards, swipe cards, equipment, passwords, pass codes and other materials belonging to the Client which are in your possession, including any data produced, maintained or stored on the Client’s computer systems or other electronic equipment.
Data protection
You consent to us and the Client and any other intermediary involved in supplying your services to the Client holding and processing data relating to you for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” as defined in the Data Protection Legislation relating to you.
You consent to us and the Client or any intermediary involved in supplying your services to the Client making such information available to the Client, those who provide products or services to us (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of us or other companies in our group or any part of our business.
You consent to the transfer of such information outside the European Economic Area for purposes connected with the performance of the Agreement.
Warranties and indemnities
You warrant that:
the information supplied to us in any application documents is correct;
you have the experience, training, qualifications and any authorisation which the Client considers are necessary or which are required by law or by any professional body for you to possess in order to perform the Booking;
you are not prevented by any other agreement, arrangement, restriction (including, without limitation, a restriction in favour of any employment agency, employment business or client) or any other reason, from fulfilling your obligations under the Agreement;
you have valid and subsisting leave to enter and remain in the United Kingdom for the duration of the Agreement and are not (in relation to such leave) subject to any conditions which may preclude or have an adverse effect on the Booking;
you are fully entitled to enter into the Agreement and to grant all rights in the Contribution to us and have the legal capacity to enter freely into this agreement with us;
(unless otherwise stated in the Booking Confirmation) you are at least eighteen (18) years old;
you acknowledge that we shall not be liable for any loss, damage or injury suffered by you in connection with your participation in the Content other than death or personal injury caused by our negligence;
you will correct any mistakes made by you in the Contribution free of charge and will work on a goodwill and best endeavours basis for subjective changes requested to the works by the Client; and
you have obtained all necessary rights, clearances, waivers and consents necessary to enable us to publish all material supplied by you (including any showreel) on our Website and to provide copies to potential clients).
You undertake that you will not prior to first public transmission of the Content give to any person for publication in any media, nor publish or release on social media yourself, any interview or make or release any statement, photographs or other material relating to you, or containing any interview, performance or other contribution by you similar to the Contribution or relating to similar subject matter without our prior written approval.
You shall indemnify and keep indemnified us and the Client against all demands (including legal and other professional fees and expenses) which we or the Client may suffer, sustain, incur, pay or be put to arising from or in connection with:
any failure by you to comply with its obligations under this Agreement;
any negligent or fraudulent act or omission by you;
the disclosure by you of any Confidential Information; or
the infringement by you of our or the Client’s Intellectual Property Rights.
No partnership or agency
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Entire agreement
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).
Nothing in this clause shall limit or exclude any liability for fraud.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
Third Party rights
No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
Notices
Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by email to the email address noted in the Booking Confirmation.
Any notice or communication shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
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 or at the time recorded by the delivery service.
if sent by email, at 9.00 am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.
Severance
If any provision or part-provision of this Agreement 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 this Agreement.
If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Governing law
This Agreement 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.
Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Interpretation
The definitions and rules of interpretation in this clause apply to this Agreement.
Agreement: together these Terms and Conditions and the Booking Confirmation.
AWR 2010: the Agency Workers Regulations 2010.
Booking: the voiceover services to be carried out by You for the Client, as more particularly described in clause 3 and in the Booking Confirmation.
Booking Confirmation: written confirmation of the detail of a particular Booking to be given to you on acceptance of that Booking.
Business Day: a day other than a Saturday, Sunday or public holiday when banks in the UK are open for business.
Client: the person, firm, partnership or company to whom you are Introduced or supplied.
Commission: the rate of commission specified on the Booking Confirmation.
Conduct Regulations 2003: the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319).
Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client, us for the time being confidential to the Client, us [or any Group company] [and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or us or any of its [or their] suppliers, customers, agents, distributors, shareholders, management or business contacts, including information that you create, develop, receive or obtain in connection with the Booking, whether or not such information (if in anything other than oral form) is marked confidential.
Content: the entire product of the services provided by you to the Client, including all recordings, voiceovers, scripts and other material of whatever nature.
Data Protection Legislation: up to but excluding 25th May 2018 the Data Protection Act 1998 and thereafter the GDPR and any national implementing or replacing laws, regulations and secondary legislation.
GDPR: means the General Data Protection Regulation ((EU) 2016/679).
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Introduction Fee: a fee payable by the Client to us in the circumstances set out in clause 5.7.
Promotional Fees: fees agreed between us in respect of Promotional Material as noted in the Booking Confirmation.
Promotional Material: listings on our website, promotional photographs, voiceover reels or such other materials we may agree between us.
Rate of Pay: the aggregate of the Session Fee, the Usage Fee and any Renewal Fee less the Commission and any Promotional Fees specified in the Booking Confirmation or otherwise agreed in writing.
Vulnerable Person: shall have the meaning set out in Regulation 2 of the Conduct Regulations 2003.
WTR 1998: the Working Time Regulations 1998 (SI 1988/1833).
Words and expressions defined in the Booking Confirmation shall have the same meaning in these Terms and Conditions.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
Any reference to this Agreement includes the Booking Confirmation.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes fax and e-mail.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.