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.
