Voiceover Terms & Conditions

These are the terms and conditions which apply to working with Anna Anning (‘Artist’)

DEFINITIONS

The producer, intermediary, individual or company who solicits or purchases professional voiceover services, provided by Anna Anning, is described as the ‘Client’.

The ‘Services’ means the provision of voiceover services to be provided by the Artist.

The ‘Materials’ means the materials provided by the Artist in connection with the Project and Services that have been approved by the Artist for use by the Client

The ‘Deliverable(s)’ means the professional voiceover/audio services provided by the Artist to the Client.

The ‘Product’ or ‘Project’ is the final piece the Client is creating which will contain the Artist’s Deliverables.

The parties will agree Project Outlines from time to time setting out the commercial details of the services being provided. Project Outlines shall be governed by these Terms and Conditions.

1 OBLIGATIONS

Artist’s Obligations

1.1 The Artist agrees to:

(a) reasonably co-operate with the Client (and any third parties participating in the creation of the Materials) in relation to the Services;

(b) provide the Services to the best of the Artist’s ability, using reasonable care and skill;

(c) comply with any timing deadlines agreed for the Services set out in the Project Outlines or as otherwise agreed in writing, in so far as the Artist is not prevented from doing so by reasons outside of their control or as a result of any act or omission of the Client; and

(d) provide the Materials materially in accordance with the Specification (if relevant).

1.2 The Artist must advise the Client promptly in writing on becoming aware:

(a) that the Artist may be unable to perform the Services in accordance with this Agreement; or

(b) of any development that may have a material impact on the Artist’s ability to perform the Services in accordance with this Agreement.

1.3 Where the Location is the Artist’s own studio, the Artist shall ensure that such studio is suitably equipped to provide the Materials materially in accordance with the Specification.

1.4 The Artist agrees to comply with all reasonable rules of the Location and other locations at which the Artist provides the Services provided that such rules are reasonable and proportionate and have been notified to the Artist in advance.

1.5 Where the Client records the Artist at the Client’s provided studio, the Client shall submit to the Artist the draft Materials for approval prior to distribution, broadcast or publication. The Artist shall endeavour to give their approval on a timely basis, and shall not be entitled to unreasonably withhold approval. In the event that the Artist has not responded to a request for approval, the Client shall not be entitled to deem the approval has been given.

Client’s obligations

1.6 The Client agrees to:

(a) provide any materials reasonably requested by the Artist to perform the Services in a professional and timely manner including any scripts required to perform the Services;

(b) ensure that the Location (in so far as the Location is not the Artist’s own studio) is:

(i) suitably equipped to enable the Artist to provide the Services; and

(ii) available at the time set out in the Project Outlines;

(d) obtain such insurance as is reasonably necessary in respect of the provision of Services at the Location.

2 PENCILLING IN

2.1 Where the Client tentatively books the Artist for a particular date(s) (“Pencilled In Date”), the Client agrees to use its best endeavours to remove the Pencilled In Date as soon as possible either by confirming such date in writing or by confirming that the Artist is no longer required for such Pencilled In Date.

2.2 If the Artist receives another request for their services on the Pencilled In Date, the Artist shall inform the Client that it has received another request and ask the Client to either confirm the Pencilled In Date is going ahead, or to remove the Pencilled In Date if the Client no longer requires the Artist’s services on that date. If the Artist does not receive a response confirming the Pencilled In Date. or removing the Pencilled In Date, within the timeframe notified by the Artist (or if no such timeframe is notified, within 7 days, the Artist shall be entitled to treat the Pencilled In Date as unconfirmed and may accept alternative bookings that conflict with the Pencilled In Date.

2.3 If the Client has not confirmed or removed the Pencilled In Date within 24 hours of the Job date, the Artist may treat the entire booking as confirmed, and the Client shall be liable for the BSF set out in the Project Outline.

3 ASSERTION AND LICENCE OF RIGHTS

3.1 The Client and/or the End User shall be entitled (but not obliged) to make use of the Materials within the Permitted Usage. In the event that the Client and/or End User wishes to make use of the Materials it shall notify the Artist in advance of the First Usage Date.

3.2 In consideration of payment of the Usage Fee (and provided that all instalments of the Usage Fee have been paid up to date), [and subject to clause 3.5 below,] the Artist hereby grants to the Client (and to the End Client where applicable) a licence to use the Materials and the Intellectual Property Rights in the Materials provided that such use is strictly in accordance with the Permitted Usage. For the avoidance of doubt, no rights or licence are implied in relation to usage outside of the Permitted Usage and any such additional usage shall require the Artist’s prior written agreement and payment of further usage fees to be agreed with the Artist.

3.3 The Artist shall remain the owner of all right, title and interest in and to the Intellectual Property Rights in the Materials and in any goodwill which accrues in respect of such Intellectual Property Rights.

3.4 Should any right, title or interest in such licensed Intellectual Property Rights or any goodwill arising out of the use of such rights become vested in the Client or End Client (by the operation of law or otherwise), the Client shall hold and will procure that the End Client holds the same in trust for the Artist and shall, at the request of the Artist, immediately and unconditionally assign (with full title guarantee) free of charge any such right, title, interest or goodwill to it for the full duration of such rights and execute any documents and do all acts required for the purpose of confirming such assignment.

3.5 The Client acknowledges (and will procure that where relevant the End Client acknowledges) that the Artist asserts:

(a) any moral right it has to be identified as performer in the Materials pursuant to section 205C of the Copyright, Designs and Patents Act 1988 (‘CDPA’);

(b) any moral right it has to object to derogatory treatment of its performance in the Materials pursuant to section 205F of the CPDA; and any other moral or equivalent rights to those set out in this clause 3.5 to which the Artist may be entitled under any legislation now existing or future enacted in any part of the world. Client shall (and will procure that where relevant the End Client shall) give the Artist such credit as is agreed with the Artist.

3.6 The Client acknowledges and agrees, and where relevant will procure that the End Client acknowledges and agrees, that:

(a) the Artist asserts any right it has to equitable remuneration under section 182D CDPA and to any equivalent rights to which the Artist may be entitled under any legislation now existing or future enacted in any part of the world;

(b) the Artist is entitled to appropriate and proportionate remuneration for the licencing of its rights under clause 3.1;

(c) in the event that it becomes reasonably apparent that the Usage Fee is disproportionately low, inequitable, inappropriate or unfair when compared to all the subsequent revenues derived from the exploitation of the Materials, the Artist is entitled to apply in accordance with Applicable Law for review and appropriate redress from the Copyright Tribunal or similar body with jurisdiction to assess such matters under Applicable Law.

4 FEES

4.1 The Client shall pay the Fees in accordance with the Payment Terms. The Client shall reimburse all Expenses incurred by the Artist in connection with the Services (provided that such Expenses have been approved by the Client in advance).

4.2 Once the Client has paid the BSF and/or Usage Fees, such Fees shall be non-refundable.

4.3 All sums payable under this Agreement are exclusive of value added tax, which (if applicable) shall be payable by the Client.

4.4 The Artist shall be responsible for making all deductions from payments and fees received and for performing all acts and making all payments necessary under any applicable legislation in force in the Territory including any Income Tax, National Insurance and Social Security contributions.

4.5 In the event of late payment of any Fees arising in connection with this Agreement, the Artist shall be entitled to charge interest on any overdue invoices at the statutory rate set out in the Late Payment of Commercial Debts (Interest) Act 1998.

4.6 If the Client fails to pay any Fee due under the Agreement within 14 days of receipt of written notice from the Artist that such Fees remain outstanding, the Artist may, at their sole discretion and without prejudice to any other remedies under this Agreement, upon written notice to the Client revoke the licences and consents granted under clause 3 until such overdue sums are paid. For the avoidance of doubt, if the Client and/or the End User continues to use the Materials in such circumstances it will be doing so in infringement of the Artist’s Intellectual Property Rights and Performers’ Non-Property Rights. Nothing in this clause 4.6 affects the Artist’s right to terminate the Agreement under clause 7.1(a) or 7.1(b).

5 WARRANTIES

5.1 The Artist warrants and undertakes to the Client that:

(a) the Artist has the right and power to enter into this Agreement, and to assign, grant and/or licence (as applicable) the rights herein to the Client (or to procure such assignment, grant or licence as applicable);

(b) the Artist is not under the age of eighteen years;

(c) the Artist is in such a state of health that the Artist will be able to fulfil their obligations under this Agreement; and

(d) if the Artist is required to travel abroad as part of the Services, the Artist holds a valid passport and has no restrictions that may prevent Artist from travelling as contemplated in this Agreement.

5.2 The Client warrants and undertakes to the Artist that:

(a) the Client has the right and power to enter into this Agreement;

(b) where relevant, the Client will procure that the End Client complies with all obligations of the Client set out in this Agreement;

(c) the materials provided by or on behalf of the Client for use by the Artist in connection with the Services (including any scripts or briefs) will not infringe the rights of any third party (including any Intellectual Property Rights) or be in any way contrary to any Applicable Law, and the Client shall (or where relevant shall procure that the End Client shall) ensure that all Materials comply with all Applicable Laws including any necessary disclaimers, legal lines or other edits necessary to comply with Applicable Laws .

5.3 The Client hereby indemnifies the Artist against any losses, damages, costs, expenses, penalties or liabilities arising out of the Artist’s provision of Services in accordance with their obligations under this Agreement, or as a result of the Client’s breach of its warranties and undertakings set out in this Agreement.

6 CONFIDENTIALITY

6.1 The parties each acknowledge that whether by virtue of and in the course of this Agreement or otherwise, they shall receive or otherwise become aware of Confidential Information relating to the other party, the End Client and to this Agreement.

6.2 Except as provided by Clauses 6.3 and 6.4, the parties shall at all times during the continuance of this Agreement and after its termination or expiry:

(a) keep all Confidential Information and the provisions of this Agreement confidential and accordingly not disclose the provisions of this Agreement or any Confidential Information to any other person; and

(b) not use any Confidential Information for any purpose other than the performance of their obligations and/or exercise of its rights under this Agreement.

6.3 The provisions of this Agreement and any Confidential Information may be disclosed by a party to:

(a) bona fide professional advisers to the disclosing party;

(b) the End Client;

(d) employees of that party to such extent only as is strictly necessary for the purposes contemplated by this Agreement or as is required by Applicable Law or regulatory body and subject in each case to the party in question using its reasonable endeavours to ensure that the person in question to whom the Confidential Information is disclosed keeps such information confidential and does not use the Confidential except for the purposes for which the disclosure is made.

6.4 Information shall no longer be considered “Confidential Information” if:

(a) it becomes public knowledge through no fault of the party in question; and/or

(b) it can be shown by the party in question to the reasonable satisfaction of the other parties to have been known to the recipient prior to it being received by the disclosing party.

6.5 At any time upon either party’s request, the other party shall promptly return all information and materials which include any Confidential Information and all copies thereof, that the relevant party may have in its possession or control.

7 TERMINATION

7.1 Either party shall have the right to terminate this Agreement on written notice to the other party if:

(a) the other party materially breaches its obligations under this Agreement and, if such breach is capable of remedy, fails to remedy the breach within 7 (seven) days of the receipt of a written notice identifying the breach and requiring the same to be remedied;

(b) in the case of the Client or the End Client, the Client or End Client fails to pay any Fees by the due date and/or files or is in receipt of an order, claim, petition or similar for bankruptcy, liquidation, receivership, administration or similar action in connection with an inability to pay its debts when due;

7.2 Termination of this Agreement shall automatically terminate all licences, consents and permissions granted by the Artist and the Client shall (and if relevant shall procure that the End Client shall) cease all use of the Materials upon termination.

7.3 Neither termination nor suspension of this Agreement shall otherwise affect a party’s accrued rights and obligations at the date of termination.

8 FORCE MAJEURE

8.1 The Artist shall not be liable for any delay or failure to perform the Services as a result of a Force Majeure Event.

8.2 In the event of a Force Majeure Event occurring, the parties shall agree in good faith a reasonable extension of time for the Artist to provide the Services.

9 GENERAL

9.1 No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the parties.

9.2 If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, such provision shall be deemed to be severed from this Agreement but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired.

9.3 A failure or delay by any party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time. The partial exercise of any right, power or remedy shall not preclude any further exercise of that right, power or remedy. No custom or practice of the parties at variance with the terms of this Agreement shall constitute a waiver of the rights of any party under this Agreement. The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers or remedies provided by law.

9.4 This Agreement may be executed in two or more counterparts or by way of electronic signatures, each of which shall be deemed to be an original, and which together shall constitute one and the same Agreement.

9.5 Nothing in this Agreement shall constitute or be deemed to constitute a partnership between any of the parties and none of them shall have authority to bind the others in any way.

9.6 The parties acknowledge and agree that this Agreement is intended to confer a benefit on the End Client (where an End Client is specified in the Project Outline), which shall be entitled to enforce its terms accordingly, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999. No term of this Agreement is enforceable by any person not a party to it except as expressly provided in this clause 9.6.

9.7 Neither party may assign, transfer, charge, sub-contract or otherwise dispose of this Agreement or any of its rights or obligations arising hereunder without the prior written consent of the other party.

9.8 This Agreement and any documents referred to in it, or entered into pursuant to it (including all Project Outlines) constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and any other prior agreements between the parties relating to the subject matter of this Agreement are hereby terminated and of no further effect. This Agreement shall supersede all prior discussions, understandings and agreements between the parties (or any of them) and all prior representations by a party to any other party.

10 GOVERNING LAW AND JURISDICTION

10.1 The validity, construction and performance of this Agreement and any disputes or claims arising under or in connection with this Agreement (including non-contractual disputes and claims) shall be governed by the laws of England and Wales.

10.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute, claim or matter arising under or in connection with this Agreement (including non-contractual disputes or claims), save in respect of enforcement of judgments where their jurisdiction shall be non-exclusive.

11 ARTIFICIAL INTELLIGENCE / SYNTHESISATION RIDER

11.1 Client expressly agrees not to utilise any portion of the recording or performance of the Artist for purposes other than those specified in the initial Agreement between the parties including but not limited to creation of synthetic voices or for machine learning.

11.2 Specifically, Client shall not utilise any recording or performance of the Artist to simulate Artist’s voice or likeness, or to create any synthesised or “digital double” voice or likeness of the Artist. This applies whether the synthetisation is imitative and non-imitative of the Artists’ performance, likeness or voice.

11.3 Client specifically agrees not to sell or transfer ownership of all or part of any of the recordings or performance of the Artist to any third party without Artist’s knowledge and consent.

11.4 Client agrees not to enter into any agreements or contracts on behalf of Artist which utilises all or any part of any of the recordings or performance of Artist without Artist’s knowledge and consent.

11.5 The right for the artist to have express consent over their performance is recognised in perpetuity, as such the right can be exercised by the heirs, successors or estate of the Artist in the event of their death. This right applies to past, current and future performances, voices and likenesses published or unpublished. This right cannot be assigned or waived.

11.6 Client agrees that any recordings or performances stored in digital format will be reasonably stored so that unauthorised third parties may not gain access to the files containing Artist’s voice or likeness, and if such files are stored in “the cloud” Client agrees to safeguard same through encryption or other “up-to date” technological means.

11.7 The Artist does not consent to the processing of their intellectual property and associated rights or personal data for data mining, data synthetisation, digital cloning, training of machine learning systems or equivalent present and future technology for any purpose or in any context.