Terms of business
All business is conducted and orders are accepted subject to the Terms of Business set out
In these Terms:
“the Company”means Sonicbrand Limited.
“the Customer” means the party to whom the products or services are supplied by the Company.
“Contract” means any quotation or estimate of the Company any order accepted by the Company and these Terms.
“Intellectual Property Rights” are all patents trade and service marks registered and unregistered designs copyright knowhow confidential information trade or business names, applications for the foregoing and any other similar protected fights.
“Products and Services” means the products and or services supplied under the Contract
“fee” means quoted fee that has been agreed between company and customer at the start of a project
These Terms shall apply to all orders placed by the Customer with the Company and shall supersede any previously published terms and conditions of business and shall override any terms and conditions stipulated, incorporated or referred to by the Customer in its order or negotiations (unless otherwise expressly agreed in writing by a Director of the Company).
All quotations given by the Company are valid for a period of 30 days only from the date of such quotation (verbal or written). If the Customers’ order instructions differ from the specification understood when the quotation was given, the Company reserves the right to alter the price and/or terms of any quotations previously given.
Verbal instructions are accepted only on the understanding that the Company cannot be held responsible for mistakes arising therefrom. The Company shall be entitled to subcontract any service it agrees to perform for any Customer, however the Company remains responsible for delivery and quality of goods/services supplied.
Ownership of Intellectual Property
The Company shall procure that it and the Customer will enter into a deed of assignment as soon as reasonably practicable, which shall transfer the publishing rights of all final assets to the Customer, permitting unlimited, global, all media and in perpetuity usage. Furthermore, the Customer will be granted rights (including but not limited to usage rights and rights to alter, adapt, edit or otherwise change) all the different variations of the sonic branding toolkit (cut-downs and different musical orchestrations). The final music assets will be assigned exclusively to the Customer, allowing the addition of lyrics and sound design to the musical compositions and the re-versioning of the musical compositions in any style.
The Customer agrees and undertakes to the Company that at no time during or within one year of termination of the Company’s appointment to provide the Services will the Customer solicit or offer employment to any of the employees of the Company with whom the customer has dealt.
The Parties hereby undertake to each other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained under the Contract or which it has been advised is confidential in nature save that which is trivial or obvious, already in its possession or is in the pubic domain other than as a result of a
breach of this clause. The Parties shall use best endeavours to prevent disclosure of confidential information in accordance with this clause.
Accounts & Invoicing
Terms of payment – within thirty days of date of the invoice.
Title to and ownership of all materials, Intellectual Property and moral rights in any work undertaken by the Company shall subject and without prejudice to the other terms set out
herein at all times belong to the Company until all accounts relating to the Services have
been paid in full by the Customer.
Invoicing schedule: 50% upon commencement of project and 50% upon delivery of demo concepts.
Changes to scope will be treated as a change request and may incur additional costs and impact deadlines.
Guarantee and Exclusion of Company’s Liability
Subject to the terms set out below the Company warrants
- that the Products will correspond with their Specification at the time of delivery and be free from defects in material and workmanship and;
- the Services will be provided with reasonable skill and care.
The Company shall not be liable under the above warranty :
- unless a claim for a defective Product is made within 7 days of reciept by the
Customer or delivery by the Company of the Products by returning all the
Products in question with a copy of the written order;
- if the total price for the Contract has not been paid by the due date for
- in respect of Third Party Products or materials in respect of which the
Customer shall only be entitled to such warranty as is given by the Third Party
Supplier to the Company subject as expressly provided in these Terms all
warranties conditions or other Terms implied by statute or common law are
excluded to the fullest extent permitted by law.
- Where any valid claim in respect of any of the Products which is based on any
defect in the quality of the Products or the failure to meet specification is
notified to the company in accordance with these Terms the Company shall be
entitled to replace the Products (or the part in question) free of charge or at
the Company's sole discretion refund to the Customer the price of the Product
(or a proportional part of the price) but the Company shall have no further
liability to the Customer
- Except in respect of death or personal injury caused by the Company's
negligence the Company shall not be liable to the Customer by reason of any
representation (unless fraudulent) or any implied warranty condition or other
term or any duty at common law or under the express term of the Contract for
any indirect special or consequential loss or damage (whether for loss of profit
or otherwise) which arise out of or in connection with the supply of the
Products or Services and the entire liability of the Company under the
Contract shall not (except as expressly provided in these Terms) exceed the
price of the Contract.
The Company maintains professional indemnity insurance of two million pounds sterling (£2M).
Delivery instructions undertaken will be adhered to as closely as possible but no responsibility can be accepted for delays.
The Contract constitutes the entirety of the agreement between the Company and the
Customer. No variations of or additions to the same shall be of any legal effect and no
employee or agent of the Company is authorised to make any representation binding upon
the Company unless such variation or addition is made in writing and signed by a Director
of the Company
The Company shall not be liable for any failure to perform the Contract due or principally
due to any circumstances beyond its control including but not limited to inability to secure
labour, materials, supplies or transport, scarcity of fuel power or components breakdowns in
machinery, fire, storm, flood or Act of God, war, civil disturbance, strikes, lockouts and
industrial action in whatsoever form.
The Agreement may be terminated forthwith by written notice from either party if, (i) the other commits any material breach of any of the terms of the Agreement and, if capable of remedy, shall have failed within 30 days after the receipt of a request in writing from the other party so to do, to remedy the breach (such notice to detail the breach and to contain a warning of such party’s intention to terminate); or (ii) the other becomes insolvent or bankrupt or is otherwise unable to pay its debts as they fall due.
These Terms and Conditions and any questions, disputes or other matters; relating to them
shall be governed by and determined in accordance with the laws of England.