Terms and Conditions

 

 

Artist Terms and Conditions

 

Unless agreed otherwise in writing, the following terms and conditions shall apply to the 

provision of Services by Artists to VOM Clients to the exclusion of all others. 

 

1. INTERPRETATION 

 

1.1. In these Terms, unless the context otherwise requires, the following words and expressions shall 

bear the meanings set opposite them:-

'Artist' means the company or individual which provides Services to VOM 

Clients via the VOM Platform;

'Commencement Date' means the date on which the Artist accepts these Terms on VOM's 

website and/or the VOM Platform;

'Confidential Information' means any commercial, financial, accounting, marketing, technical, 

personal or other information of whatever nature, in relation to 

VOM or VOM Clients in whatever form (written, oral, visual or 

electronic) received by the Artist;  

 

'Fees' means the fees payable to the Artist for Services provided to VOM 

Clients in terms of clause 4.1;

 

'IPR' means any and all intellectual property rights including, without 

limitation, any patent, copyright, right to extract or re-use data from 

a database, registered design, unregistered design right, utility 

model, trade mark (whether registered or not and including any 

rights in get up), service mark, brand name, internet domain name, 

any rights of action in relation to confidential information and/or 

know-how and any other rights in respect of any other intellectual 

property, whether registerable or not and wherever existing in the 

world and including all licenses, applications, renewals, extensions, 

continuations, divisions and revivals and all rights to apply for any 

of the foregoing rights; 

 

'Parties' means VOM and the Artist and 'Party' shall be construed 

accordingly;

'Person' means any firm, company, other body (whether or not 

incorporated), business or individual;

'Services' means the services described in clause 2;

'Subscription Fee' means the sum of £50 (or such other sum as agreed between the 

Parties) to be paid by the Artist to VOM in order to access the VOM 

Platform and to be made available for the provision of Services; 

'Termination Date' means the effective date of termination of these Terms; 

'Terms' means these terms and conditions;

 

'VOM' means Wav Lab Limited, t/a Voice Over Markets, a company 

registered in Scotland and having its registered office at Studio 

220, South Block, 50-68 Osborne St, G1 5QH;

'VOM Clients' means any Person(s) who have sought services from VOM before 

or after the date of these Terms or who have expressed an interest 

in obtaining services from VOM;

'VOM Platform' means the online facility made available by VOM to the Artist 

which, amongst other things, enables the Artist to engage and 

communicate with VOM Clients in respect of Services in 

circumstances where the VOM Clients have expressed an interest 

in engaging with the Artist; and

'VOM Studios' means the studios procured by VOM on behalf of the Artist in order 

to support the provision of the Services by the Artist. 

 

1.2. Clause headings shall not affect the interpretation of these Terms. 

1.3. A reference to one gender shall include a reference to the other genders. 

1.4. Words in the singular shall include the plural and vice versa.

1.5. These Conditions apply to the exclusion of any other terms that the Artists seeks to impose or 

incorporate, or which are implied by trade, custom, practice or course of dealing.

 

2. SERVICES

2.1 Subject to the provisions of these Terms, VOM hereby appoints the Artist to provide, and the 

Artist agrees to provide the following services:-

2.1.1. providing voiceover services to VOM Clients on behalf of VOM, as may be agreed from 

time to time between the Artist and the VOM Client through the VOM Platform; and

2.1.2. such other services as may be agreed from time to time.

("Services")

2.2 The Artist shall meet any performance dates for the Services as agreed with VOM Clients and 

time is of the essence in relation to any of those performance dates.

2.3 In providing the Services, the Artist shall:

2.3.1 co-operate promptly with VOM, the VOM Client and VOM Studios in all matters 

relating to the Services, and comply with all instructions of VOM and/or the VOM Client;

2.3.2 perform the Services with the best care, skill and diligence in accordance with best 

practice in the Artist's industry, profession or trade; 

2.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to 

them, and in sufficient number to ensure that the Artist's obligations are fulfilled in accordance 

with these Terms;

2.3.4 not do anything which could or could reasonably be regarded as damaging VOM's 

reputation.

 

3. SERVICES

3.1. In consideration of the payment of the Subscription Fee and subject to the Artist's continued 

compliance with the terms of these Terms and any other terms of use which VOM issues in 

respect of the Artist's use of the VOM Platform, VOM shall provide the Artist with a non-

exclusive licence to use the VOM Platform. 

3.2. Subject to an obligation for VOM to use its reasonable endeavours to ensure the suitability of the 

VOM Platform for its intended purpose and its ongoing performance, VOM provides no warranty 

or guarantee as to the functionality and/or suitability of the VOM Platform and shall under no 

circumstances be liable to the Artist in respect thereof. 

3.3. Using VOM's Platform, the Artist shall communicate with VOM Clients who are interested in the 

Artist performing Services. 

3.4. In the event that the Artist and a VOM Client agree for the Artist to undertake any Services, 

VOM shall deal with the following practical matters in relation to such Client:

3.4.1. The sourcing of and payment to the VOM Studios in order for the Artist to perform the 

Services to the VOM Client (in circumstances where the VOM Client requests VOM to 

provide studio facilities);

3.4.2. Invoicing VOM Clients;

3.4.3. credit control; and

3.4.4. debt recovery.

3.5. With the exception of the matters outlined under Clause 3.4 above, the Artist shall be 

responsible for all other aspects of the provision of the Services to the VOM Client as agreed on 

the VOM Platform.  For the avoidance of doubt, where the Artist has agreed to the provision of 

Services with a VOM Client through the VOM Platform, the Artist shall be bound to provide 

those Services as agreed unless the VOM Client agrees otherwise in writing (through the VOM 

Platform). 

3.6. Each of VOM and the Client shall comply with their respective obligations under the Data 

Protection Act 2018 (the 'DPA') and any subsequent legislation relating to the use, processing or 

storage of Personal Data (as defined in the DPA) in dealing with the Personal Data.

3.7. VOM provides no guarantee of any work and the Artist acknowledges that their engagement to 

provide Services is entirely dependent upon a VOM Client wishing to proceed with the Artist 

providing them with Services. 

3.8. Ownership of any IPR created by the Artist in the provision of the Services shall remain with the 

Artist.

3.9. Notwithstanding the provisions of Clause 3.8 above, the Artist grants VOM a non-exclusive, 

worldwide, royalty-free, perpetual, irrevocable, and fully sub-licenseable license to reproduce, 

use, modify or any IPR created by the Artist in the performance of the Services as required by 

VOM to fulfil its own obligations to VOM Clients. 

 

4. FEES 

4.1. Subject to clause 4.3, VOM shall pay to the Artist the Fees for Services provided in accordance 

with the rate agreed between the Artist and the Client via the VOM Platform. 

4.2. The Artist shall invoice VOM on completion of any Services or as otherwise agreed between the 

Parties.

4.3. VOM shall use all reasonable endeavours to recover Client fees promptly but in the event of 

non-payment of fees, in whole or in part, the relative Fees shall not be payable to the Artist in 

respect of the unpaid amount.  Once the VOM has received payment, VOM shall use all 

reasonable endeavours make payment of the Fees to the Artists within 14 days of receipt. 

4.4. VOM shall provide the Artist with copies of all relevant fee invoices on request and shall advise 

the Artist upon such fees being paid.

 

5. EXPENSES 

Unless otherwise agreed in writing, no expenses shall be due by VOM to the Artist.

 

6. TERMINATION

6.1. These Terms shall subsist from the Commencement Date until terminated by either the Artist or 

VOM giving the other two months prior notice given in accordance with clause 13 (a 

'Termination Notice').  

6.2. Termination of these Terms, howsoever caused, shall be without prejudice to any accrued rights 

of any Party against the other Parties.

6.3. Upon receipt of a Termination Notice, VOM shall be entitled, at their discretion, to require the 

Artist to return all notes, memoranda, records, writings and the like (whether stored on paper or 

electronically) relative to or in connection with its business, VOM Clients on demand and the 

Artist shall not retain any copies thereof.

 

7. OBLIGATIONS

7.1. The Artist shall not for its own benefit, nor for the benefit of any other Person, divert any 

business opportunity of VOM arising in the course of the performance these Terms or provision 

of the Services.

7.2. The Artist shall regularly save backup copies of items relating to Services that are received or 

created in electronic format.

 

8. LIABILITY

8.1. The Artist shall indemnify VOM against all liabilities, costs, expenses, damages and losses 

(including but not limited to any direct, indirect or consequential losses, loss of profit, loss of 

reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all 

other reasonable professional costs and expenses) suffered or incurred by VOM arising out of 

or in connection with:

8.1.1. any claim brought against VOM for actual or alleged infringement of a third party's 

intellectual property rights arising out of, or in connection with, the provision or supply of 

the Services; or

8.1.2. any claim made against VOM by a VOM Client out of, or in connection with, the supply 

of the Services by the Artist.

8.2. VOM's liability to the Artist under these Terms shall be limited to the sum of its obligations under 

Clause 4.1 above.  

8.3. This clause 8 shall survive termination of these Terms.

 

9. CONFIDENTIAL INFORMATION

9.1. The Artist hereby undertakes to hold the Confidential Information in confidence at all times, to 

use it only for or in connection with these Terms and provision of the Services and not to 

disclose or permit such Confidential Information to be made available to any Person without the 

prior written consent of VOM.

9.2. The Artist shall ensure that any Confidential Information in paper or electronic form is kept 

secure and protected against unauthorised access or copying, and not use, copy, transfer or 

store any such Confidential Information on an externally accessible computer (other than as 

agreed) or storage device (other than for the purposes of backing up records).

9.3. Nothing in Clauses 9.1 or 9.2 shall apply to Confidential Information which the Artist is required 

to disclose by law, provided that in such event, the Artist shall disclose only the minimum 

amount of information consistent with satisfaction with his obligation under law and the Artist 

shall give VOM prior notice of the information proposed to be so disclosed.

9.4. If any term in this clause 9 shall be held to be illegal or unenforceable, in whole or in part, under 

any enactment or rule of law, such term or provision or part shall to that extent be deemed to be 

delete but the enforceability of the remainder of this clause 9 shall not be affected.

 

10. EXTENT OF COMMITMENT

10.1. Nothing in these Terms shall constitute any obligation on a Party to use or provide any regular 

level of Services.

10.2. If a Termination Notice is served after Services have commenced, the relevant Services shall 

continue to be provided until the Termination Date.

 

11. NO WAIVER

Any failure to exercise, or delay in exercising, any right power or remedy ('Right') available to a Party, 

in terms of these Terms or otherwise in law will not constitute a waiver of that Right, nor will any single 

or partial exercise of any Right preclude any other or further exercise of any other Right.  The rights 

and remedies provided by these Terms are cumulative and do not exclude any other rights or 

remedies available by law.

 

12. NO PARTNERSHIP

Nothing in these Terms or in any document referred to in it shall constitute any of the  Parties a partner 

of any other.

 

13. NOTICES

13.1 All notices and demands under these Terms shall be sent by email.

13.2 Any notice or demand will be sufficiently served if it is sent by email:-

- if from the Artist, to Borja Alcalde, Voice Over Markets, Studio 220, South Block, 50-

68 Osborne St, G1 5QH or Borja@wavlab.co.uk ; and

- if from VOM the Artist's registered office or such other address or email address 

provided by the Artist to VOM

13.3 Any notice sent will be deemed to have been duly served at the time of sending.

 

14. GOVERNING LAW

These Terms shall be construed in accordance with the laws of Scotland and subject to the exclusive 

jurisdiction of the Scottish Courts.