Terms and Conditions of Business of Songseekers International Limited 2007 (Trading as soundlounge)

The Company
soundlounge is an independent Music Consultancy specialising in five different areas of music branding: Creativity; Strategy; Rights and Licensing; Production & Implementation and Evaluation, combining creativity with music business savvy. This combination enables soundlounge to provide the clarity and commercial guidelines essential for brands to understand not only what music 'works' for their brand but when, how and why.

Our objective is to provide Clients with a full service music consultancy that is flexible, effective and efficient, at a cost and on terms that are understood and affordable. We have no set fee for consultancy work, as we believe that every client has different needs, objectives and solutions, but we appreciate that there have to be guidelines. In accordance, we have established the following arrangements which will apply to you and any company, firm or business, which is connected with you, as defined under S.839 of the Income and Corporation Taxes Act 1988 (“ICTA”) that transacts with soundlounge
------
1. All Services supplied by soundlounge to you are supplied on the following Terms and Conditions (“Services”) and no employee of soundlounge or person acting or purporting to act on its behalf has any authority to supply Services on any other terms or to make representations concerning the Services so as to vary these Terms and Conditions in any way whatsoever save as agreed in writing between you and a Director of soundlounge
------
2. By submitting a request or enquiry to soundlounge for any Services whether verbally or in writing you agree to be bound by these Terms and Conditions and on acceptance of such request or enquiry by soundlounge a contract is entered into on these Terms and Conditions.
------
3. Fees – All fees for a project or campaign will be calculated and agreed in writing prior to the commencement of a project or campaign.

In consideration of the supply of such information or Services by soundlounge to you, a fee shall be payable by you to soundlounge, as defined below
--------------
3.1 Creative Research – Development of exciting music concepts and ideas, within budget, with provisional Rights clearance, from whatever music resource available and appropriate, guided by independent music consultants
3.1.a. Generation of music ideas (sound only) from £500
3.1.b. Generation of music ideas + music to picture editing from £650

3.1.c. If any track that we have suggested in our creative research is put forward and successfully used for a campaign, where we do not handle the licensing for you, a finders fee of £3,000 will be applicable per territory
----
3.2 Strategy – Development of the music intelligence that enables brands to create compelling sound branding.
3.2.a. Style Guide - Development of guidelines of music styles and music elements that are aligned with brand values and objectives.
3.5.b. 360° Market Intelligence - A complete overview of what is happening in the internal and external world of music and music branding enabling brands to create distinctive sounds and campaigns with quantifiable rationales to support decisions.
3.2.c. Music Audit - Analysis of costs against market rates, potential savings, process optimisation and best business practices, providing the clarity to make functional changes within the organisation and management in order to build intellectual music properties that contribute to customer relevance and loyalty and improved ROI.

3.2.d. Executive Training and Conferences – Bespoke sessions designed to provide a platform for participants to gain an insight of the process of using music in branding and an understanding of how to incorporate innovative music strategy into new thinking and business practices
----
3.3 Rights Management - Music research, negotiation and execution of music licenses -
Copyright & Master Sound Recordings
3.3.a. Provisional Enquiry – Research and supply of information on chain of ownership
and relevant Right Owners to include: - availability, ballpark quotes, synchronization history
and status, product restrictions, time frames, re-recording plus any other relevant information
that may affect the licensing procedures - from £250 for up to 3 tracks

3.3.b. Negotiation to Approval – In the event that a licence progresses to all of the above plus agreement of fees, for specified usage, territories and options prior to final execution but does not proceed to final execution, there will be a minimum charge of £500
3.3.c. Execution of Licences – All of the above plus management of drafting and securing
of all relevant licences, invoices and payment to respective parties - 10% of the total
licence fee – min £500
3.3.d. After Sales Service – To include option reminders, current status of other copyright
usages, consultation and advice on all aspects of the licence up to 1 year after termination of
the licence - No Fee
3.3.e. Negotiations of options, extensions, variations or renewals of existing Licence Agreements - an additional fee will payable under the renewed extended or varied
Licence Agreements, as agreed and as applicable, to the Licensor - 10% of the total
licence fee - min £500
N.B.1. For the avoidance of doubt fees payable under paragraphs 3.3.a. & 3.3.b. above fees shall be payable in the event that you accept and continue to transact after a written dialogue has been initiated with soundlounge
N.B.2. Individual enquiries that involve multiple track requests may be subject to additional
fees by soundlounge
-----
3.4 Production and Implementation The facilitation and management of all parties on behalf of our clients to achieve greater creativity, efficiency and management of resources.
3.4.a. Music Production – Demos, Re-records, Rearrangements, Composition, Original scoring, Arrangement, Production and Delivery, Sound Design, Sonic Branding
3.4.b. Voice Over Studio - £150 per hour incl. Engineer
3.4. c. CD, DAT, duplication from £50
3.4.d On-line delivery from £100
3.4.e. Digitising and encoding of video and audio files from £100
3.4fPurchase Enhancement Development of powerful purchasing rationales and cost analysis; centralised and integrated music buying opportunities across all platforms, media and territories of Rights, Events and Suppliers at the best commercial terms
3.4.g. Ideas Integration Conceptualisation, Rights Clearance, Management, Manufacture and Delivery to include Sponsorship Events Premiums and other Added Value Platforms
------
3.5 Evaluation
3.5.a. soundcheck - In-depth quantitative and qualitative research into the effects and affects of music on the consumer purchasing behaviour beyond likes and dislikes. Fieldwork - on line and in targeted focus groups

3.6 Any other specialist projects- soundlounge reserves the right on other specialist projects to charge for executive time.
-------
4. All fees are exclusive of VAT and disbursements such as courier charges, record and CD purchases, overseas' telephone calls, print, equipment hire, venues, travel expenses and
Accommodation etc. will be charged in addition to the fees and which may be subject to 10% handling surcharge.
-------
5. All invoices shall be paid in full without any deduction, set-off or withholding whatsoever. In respect of a fee payable under 3.3.c. or 3.3.e, this shall be payable on or before the date upon which payment becomes due under the Licence Agreement defined as the first usage or date of first transmission/broadcast, or option extension, variation, renewal of existing Licence Agreement, as applicable. soundlounge reserves the right to charge interest at the rate of 4% per annum over the base rate of National Westminster Bank Plc from time to time on the balance of any invoice outstanding after this 14 day period until the date of payment.
-------
6. In the event that payment of any invoice is outstanding from the due date for payment, soundlounge reserves the right to withdraw or suspend any further provision of Services to you until payment in full of such invoice.
---------
7. As further consideration for the supply of Services by soundlounge to you, you agree that you will not approach the owners of the rights of a published copyright/master sound recording within twenty-four months of soundounge carrying out research in respect of copyright or Master sound recording under 3.3 above, whether directly or indirectly, and whether on your own behalf or on behalf of any other person, firm or company, with a view to negotiating a licence agreement or variation or extension or renewal thereof, , save where soundlounge has confirmed to you in writing that it cannot or does not wish to act on your behalf to negotiate such licence agreement
------------
8. As further consideration for the supply of soundlounge services to you, you agree that you will not within twenty-four months of soundlounge providing procurement of production/implementation services under 3.4 above, approach any 3rd part Supplier whether directly or indirectly, and whether on your behalf or on behalf of any other person, firm or company, with a view to negotiating procurement of services, production, events etc thereof direct with such 3rd party save where soundlounge has confirmed to you in writing that it cannot or does not wish to act on your behalf.
-------
9. Any licence agreement for copyright material or master sound recordings entered into by you, by a third party at your direction, by a third party connected with you as defined by S.839 of ICTA or by a third party on whose behalf you are or have been acting based on copyright or master sound recording research (under 3.1 and 3.3 above) in respect of such specific copyright/master sound recordings carried out by soundlounge for you or such third party within the twenty four (24) month period prior to the date of any such licence agreement, shall be deemed to have been negotiated by soundlounge and you agree to pay soundlounge a fee in respect of such licence agreement set out in paragraph 3.3) above to be paid in accordance with these Terms and Conditions of Business and the specific Terms and Conditions of Business supplied by soundlounge
-------
10. Any agreement or extension or renewal or variation of any licence or contract agreement for copyright material or master sound recordings, production, event, sponsorship etc entered into by you, by a third party at your direction, by a third party connected with you as defined by S.839 of ICTA or by a third party on whose behalf you are or have been acting on terms identical or similar to terms negotiated by soundlounge or of a licence agreement originally negotiated by soundlounge including, but not limited to a licence for further use or any other use or script variations cut-downs edit or international usage of such copyright material or master sound recordings, shall be deemed to have been negotiated by soundlounge out in paragraph 3.3 above to be paid in accordance with these Terms and Conditions of Business
-------
11. Any licence agreement or extension or renewal or variation of any contract/agreement for production, event, sponsorship etc. entered into by you, by a third party at your direction, by a third party connected with you as defined by S.839 of ICTA or by a third party on whose behalf you are or have been acting on terms identical or similar to terms negotiated by soundlounge or of a contract/agreement originally negotiated by soundlounge including, but not limited to a contract/agreement for further use or any other use or variations cut-downs edit or international usage of such music productions, event, sponsorship etc shall be deemed to have been negotiated by soundlounge out in paragraph 3.4 above to be paid in accordance with these Terms and Conditions of Business
--------
12. You agree to keep confidential and not disclose information provided to you by soundlounge pursuant to these Terms and Conditions save for information within the public domain at the date it is provided by soundlounge or which comes into the public domain at any time in the future.
-------
13. soundlounge shall supply its Services to you with all reasonable care and skill and endeavour to obtain favourable commercial terms acceptable to you provided that soundlounge shall have no liability whatsoever to you for any losses or damages howsoever arising save for direct losses arising out of the gross negligence or fraud of soundlounge. In particular (but without prejudice to the generality of the foregoing) soundlounge will have no liability whatsoever (fraud and gross negligence on its part excepted) for any claims or demands made against you or liabilities or losses arising out of your infringement of third party rights in respect of the use or licence of music which we believed in good faith you could use or license free of any such claims, demands, liabilities or losses and you agree to indemnify soundlounge for any claims, demands, liabilities or losses by third parties arising out of your infringement of their rights associated with the supply of the Services to you. In any event the entire liability of soundlounge shall be limited to the amount of any fee payable by you to soundlounge for such Services and soundlounge shall have no liability to you for any delay, variation or failure to supply the Services to you if the delay variation or failure was due to any cause beyond soundlounge reasonable control.
-------
14. You shall supply soundlounge with all necessary information relating to your requirements for research services and Licence agreements and invoices including but not limited to territory, term, rights, media, length of commercial, number of executions and cut-downs. You will be responsible for the accuracy and completeness of all information supplied by you to soundlounge. In particular (but without prejudice to the generality of the foregoing) you agree to indemnify soundlounge for any claims, demands, and liabilities or losses arising out of any inaccuracy or incompleteness in the information supplied by you to soundlounge.
--------
15. No assumption should be made that copyright material is in the public domain or that any service, production, artist, sponsorship etc is available unless you receive formal written notice from soundlounge to that effect.
-------
16. All 3rd party contracts will be directly between the contracting parties, unless otherwise advised. You must comply at all times with the individual Terms of Business and Conditions of all Copyright Owners, Content Providers and any other 3rd party with whom you enter an agreement. soundlounge will not be held responsible for any non-adherence to these defined Terms and Conditions by either party.
-------
17. You agree that you will provide reasonable consent for any external PR activity/music profiling related to the services and products provided by soundlounge to you.
-----
18. These Terms and Conditions of Business shall be construed in accordance with and governed by the Laws of England and Wales. It is agreed that the High Court of Justice shall have exclusive jurisdiction to deal with all disputes or differences arising out of or related to your contract with soundlounge and in respect of these Terms and Conditions. If you are neither resident nor domiciled in England and Wales, you hereby agree that any court proceedings may be served upon you by facsimile to the facsimile number, which you provide to us from time to time as your principal business facsimile machine.
--------
19. If any provision of these Terms and Conditions are held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.