Terms & Conditions for Event/Studio Bookings & AudioServices

CONTENTS

DEFINITIONS - page 3
1. BOOKING AGREEMENT - page 4
2. EVENT STUDIO FACILITIES - page 5
3. FEES AND CANCELATION CHARGES - page 5
4. CLIENT MEDIA, PERSONNEL AND EQUIPMENT - page 5
5. CLIENT ASSETS AND HARD DRIVES - page 6
6. SOUND LEVELS - page 6
7. RECORDINGS AND MATERIALS - page 6
8. INDEMNITY - page 6
9. CONTENT OF RECORDING - page 7
10. STUDIO BREAKDOWN WARRANTY - page 7
11. MASTER RECORDING AND POST PRODUCTION WORK WARRANTY - page 7
12. CLIENT DATA BACKUP POLICY - page 7
13. COMPANY'S OVERALL LIABILITY - page 8
14. FORCE MAJEURE - page 8
15. MISCELLANEOUS - page 9

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Definitions
"Agreement" means the agreement comprised in these Conditions.
"Booking" means the hire of the Studio and or engineer for the Period of Booking.
"Booking Fee" means the fee payable by the Client to the Company for the Booking calculated in accordance with the Company's published or current tariff card.
"Client" means the person or company who makes the Booking.
"Client's Equipment" means equipment brought onto the Company's premises by the Client, or the Client's Personnel or any agent or contractor for and on behalf of the Client.
"Client's Personnel" means persons invited by the Client to enter the Studio during the Booking.
"Company" means ProMax Scientific Developers Pvt Ltd (PSDPL)
"Conditions" means these conditions.
"Fees" means the cost to the Client for Booking and using the Studio during the period of Booking.
"Master Recording" means the original recording produced for the Client in the course of the Booking.
"Operators" means the staff, freelancers or official representatives of the Company.
"Period of Booking" means the period of time which the Client booked into the Studio.
"Recording" means any single or multi-track audio and/or visual recording or data programming or derivative thereof or any one or more pieces of recorded sound or visual image recorded or used during the Booking including a Master Recording and a Pre Production Master or any Client's Recording.
"Studio" means the recording studio, the premises and it’s equipment.
"Studio Breakdown" means a failure or breakdown or unavailability for any reason of the Studio which prevents the Client's use thereof in accordance with the terms hereof.

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BOOKING AGREEMENT

1. These Terms and Conditions alone are to apply to all facilities hired and work done by the Company for the Client and shall prevail over any terms and conditions put forward by the Client.
2. Sessions must be confirmed in advance by email with details of expected numbers attending and duration required.
3. The full period of the booking is chargeable, even if it is not used. Discounts on time not used will be at the discretion of (PSDPL)
4. A minimum booking of 1 hour is required; half hours thereafter are bookable / chargeable.
5. All costs and quotes are in INR with GST extra
6. Overtime (outside Monday to Friday 9am - 6pm) is subject to an additional charge as outlined in the current Rate Card downloadable from the (PSDPL)website.

RATES :

1. The price for your specific booking will be agreed in a direct email confirmation with a representative of PSDPL. General rates and pricing for overtime and additional charges can be found on our rate card, downloadable on the PSDPL website.
2. AUDIO DELIVERY SPEC:
3. For any broadcast related project including TV, radio and cinema material, clients are required to provide the Company in good time prior to the final mix session with the most up to date and comprehensive delivery ‘Spec Sheet’ from the specific Broadcaster and/or Broadcast distribution company hired by the client. The Spec Sheet must at least in part relate to their specific sound requirements, including audio output levels, alternate mixes required (such as M&E tracks) and anything else technically required that is specific to the final master file delivery formats.
4. Clients must also be aware that whilst PSDPL make every effort to ensure audio specs are delivered to the broadcaster as required, there are several stages to the distribution chain after it leaves PSDPL which can affect the audio, and therefore PSDPL cannot be held responsible for any subsequent changes to the audio formats, levels or other specs that may be applied by the broadcaster, edit/post house or distributor.
5. If no specific audio spec requirements are provided, PSDPL will endeavor to supply broadcast TV audio mixed to current (as of date of this doc) TV broadcast standards of R128 ruling -23 LUFS
6. +/-1 LU. Radio will be mixed to 6PM and digital content -0.2dB

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EVENT SET UP/STUDIO FACILITIES

1. The Company shall make the Studio and the Operators available to the Client for the Period of Booking and shall produce the Master Recording at the direction of the Client or the Representatives. The Client shall only permit people directly involved in the Recordings to enter the Studio and only during the Booking Period. The Company reserves the right to require any person not so involved to leave the Studio.
2. The Client hereby acknowledges that it shall be responsible for:
   1. ensuring the suitability of the Studio for the Client's purpose
   2. ensuring that the Client's Equipment shall be compatible with the Studio
   3. the technical quality of any recording engineered by personnel provided by the Client
   4. any problems or damage caused by use of Clients Own Part Recorded Media (including any virus damage) and that accordingly the Company gives no warranty as to the foregoing.

FEES AND CANCELATION CHARGES

1. The Client shall pay invoices no later than 30 days after the invoice date unless otherwise agreed in writing by PSDPL
2. Interest will be charged on overdue payment pursuant to applicable law. If payment has not been received by the due date above, the matter may be referred to a debt recovery agency and a surcharge added to the outstanding sum.
3. Cancelled sessions (after confirmation) are subject to the following charges if PSDPL have been unable to fill the time with alternate bookings:

1. 25% of balance payable if cancelled within 72 hours of session date.
2. 50% of balance payable if cancelled within 48 hours of session date.
3. 100% of balance payable if cancelled within 24 hours of session date.

CLIENT MEDIA, PERSONNEL AND EQUIPMENT

1. The Client hereby warrants, undertakes and agrees that it shall ensure that the Client's Personnel shall abide by the Studio's rules and regulations and that it shall be responsible:
2. for the actions of the Client's Personnel upon the Company's premises
3. for any and all injury, loss or damage to any person's equipment or premises caused by any act or omission of the Client's Personnel, or as a result of any defect in or inappropriate specification of the Client's Equipment or the Client's Own Media

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4. for the cost of the hire of any Client's Equipment
5. for any costs and expenses incurred by the Company on behalf of the Client at the Client's request
6. for any and all loss or damage to the Client's Equipment which shall be at the sole risk of the Client
7. The Client shall vacate the Studio and remove all Clients’ Equipment forthwith at the end of the Period of Booking.

CLIENT ASSETS AND HARD DRIVES

The Studios facility operates strict security policies, and as such files and assets from clients should be sent in advance of the session to allow adequate time to safely ingest files. All files sent to PSDPL are scanned for viruses and any client hard drives bought in may require files to be transferred to other machines first, in order to follow our security processes and as such may impede the smooth running of the booked session. We operate a ‘blocked USB port’ policy and need to ‘whitelist; portable harddrives in order to ‘allow’ them to be connected directly to Production systems - so please be aware this may eat into chargeable booking time - so it’s always better to send files in advance.

SOUND LEVELS

The Client hereby acknowledges that the Noise at Work Regulations 1989 have established that prolonged exposure to high noise levels above 85 dB(A) may cause damage to hearing and that both studios and studio users are required by law to keep exposures as low as reasonably practicable.

RECORDINGS AND MATERIALS

Notwithstanding any other provision contained within the Conditions the Client hereby acknowledges and agrees that all risk in the Materials when in transit or otherwise off the Company's premises shall vest in the Client

INDEMNITY

The Client hereby covenants and undertakes to the Company that it shall indemnify the Company against any injury, loss, damage, costs and/or expenses suffered by the Company arising from: The Client's cancellation of the Booking including without limitation any reasonable costs or expenses incurred by the Company in connection with the Booking, the Client's making, use or exploitation of the Recording

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The Client's breach of any of the warranties undertakings or agreements on its part to be observed or performed by the terms of this Agreement Any loss or damage caused to the Company by Clients use of Clients Personal or Clients Own Part Recorded Material.

CONTENT OF RECORDING

The Client warrants that nothing whatever shall be included in the Recording (or any software introduced by the Client) which constitutes a breach or infringement of any copyright or which shall be in any way illegal, scandalous or libelous and the Client will indemnify the Company against any liability in respect thereof and shall pay all costs and expenses which may be incurred by the Company in reference to any such claim. The indemnity shall extend to any amount paid on a lawyer's advice in respect of any such claim.

The Company shall not be required to reproduce any matter which in its opinion is or may be of an illegal or libelous nature.

STUDIO BREAKDOWN WARRANTY

In the event of Studio Breakdown the Company shall at its option either replace (as soon as can reasonably be arranged) the Studio facilities to which the Client was entitled by the terms hereof and which have been lost as a result of such Studio Breakdown or credit or refund to the Client the Booking Fee in respect of the Booking and shall have no liability or obligation to the Client beyond these remedies.

MASTER RECORDING AND POST PRODUCTION WORK WARRANTY

1. The Client shall promptly notify the Company in writing of any defect in or loss of or damage to the Master Recording of which it is made aware.
2. The Company shall use its reasonable endeavors to correct any such defect and to effect replacement of such lost or damaged materials so notified to it or of which it is aware and which are attributable to faulty materials or workmanship or the negligence of the Company

CLIENT DATA BACKUP POLICY

PSDPL endeavor to securely backup all session files for a period of 6 months and this is included as part of the standard booking charge. After this initial period we reserve the right to delete your data unless you specifically request one of the following chargeable alternatives prior to the 3 year point. Charges will vary depending on the quantity of data stored:

1. An extended backup period can be agreed, based on your requirements.
2. At an extra cost PSDPL can provide an external hard drive and transfer the data to you.

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Although secured with considerable redundancy including on and off-site duplicates, the companies backups are not guaranteed. As such the client is advised to make their own provisions for further secure backup of recorded or master materials and not be entirely reliant on PSDPL backups. We therefore recommend the client requests from PSDPL any master files at the completion of a project it wishes to backup for its own peace of mind.

COMPANY'S OVERALL LIABILITY

Notwithstanding any other provision contained within this Agreement the Company shall not be liable to the Client or the Client's Personnel for any:

1. Indirect or consequential loss or damage
2. economic loss including without limitation any loss of profits or goodwill or anticipated savings arising from any fault in the Studio or any act or omission of the Company its servants or agents in respect of this Agreement

The Company's liability under this Agreement shall be to the exclusion of all other liability to the Client whether contractual, tortious or otherwise.

The Client accepts as reasonable that the Company's total liability in respect of the Booking and/or the Post Production Work shall be as set out in this Agreement: in fixing those limits the Client and the Company have had regard to the price and nature of the Booking and the Recording Work and the terms hereof, and the level of expenses expected to be incurred by the Client in respect thereof and the resources available to each party including insurance cover, to meet any liability.

WHERE THE BOOKING IS MADE BY A CONSUMER AS DEFINED IN THE SALE OF GOODS ACT 1979, THE SUPPLY OF GOODS AND SERVICES ACT 1982, THE SALE AND SUPPLY OF GOODS ACT 1994 OR THE FAIR TRADING ACT 1973 THE STATUTORY RIGHTS OF THE CLIENT ARE NOT AFFECTED BY THESE CONDITIONS.

FORCE MAJEURE

Notwithstanding any other term of this Agreement the Company shall not be under any liability for any failure to perform any of its obligations under this Agreement due to Force Majeure. Following notification by the Company to the Client of such cause, the Company shall be allowed a reasonable extension of time for the performance of its obligations. For the purpose of this Condition, 'Force Majeure' means: Act of God, explosion, flood, tempest, fire or accident;

1. War or threat of war, sabotage, insurrection, civil disturbance or requisition
2. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority
3. Import or export regulations or embargoes
4. Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party)
5. Difficulties in obtaining raw materials, labor, fuel, parts or machinery f. Power failure or breakdown in machinery
6. Power failure or breakdown in machinery

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MISCELLANEOUS
The Client shall procure that neither the Client nor any of the Client's Personnel shall be held out as an agent of or pledge the credit of the Company.

In the event that any part of this Agreement shall be held to be void, voidable or otherwise unenforceable by a court of competent jurisdiction then the balance thereof shall remain in full force and effect.

By making a booking in person, via the Internet or by telephone, the Client agrees to and is bound by the terms & conditions of this agreement.

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