Last Updated - 28th December 2023
Your attention is particularly drawn to the provisions of clause 11 (Limitation of liability).
1. About Us
1.1 Company details. Podshop Online Limited (we, us and our) is a company registered in England and Wales (company number 13895110) and has its registered offices at Flat 5, Ellington House, 148 Southwold Road, London E5 9PB. We operate the website www.podshoponline.co.uk.
1.2 Contacting us. To contact.us, telephone 020 7459 4121 or email us at info@podshoponline.co.uk. How to give us formal notice of any matter under the Contract is set out in 18.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
3. Placing an order and its acceptance
3.1 Placing your order. You may only submit an order by email upon request. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.
3.2 Correcting input errors. You are responsible for ensuring that any order you make to us by email and any specification submitted by you is complete and accurate.
3.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in 3.4.
3.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
3.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
3.6 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
3.7 Compliance with specification. Subject to our right to amend the specification (see 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
3.8 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
3.9 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
3.10 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
4. Your obligations
4.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you cooperate with us in all matters relating to the Services;
(c) you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require;
(d) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(f) you comply with all applicable laws, including health and safety laws;
(g) you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.
4.2 Ability to perform services. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in 4.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under 13 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
5. Additional terms applicable for specific Services
5.1 The following additional terms are applicable for specific Services provided to you by us:
(a) Standard and Premium Editing:
(i) you will receive one wave of unlimited amendments after the first draft amendments after that are charged at a half hourly rate of £20.
(b) Remote Recording Video/Audio:
(i) there is a 0% cancellation/rebook fee up to 12 hours before, 50% cancellation/rebook fee up to 1 hour before, 100% cancellation/rebook fee if 15 minutes or less before booked time.
(c) Equipment Hire:
(i) you are and will remain fully responsible for any equipment that is hired;
(ii) you will be responsible for any hire kits that returned damaged, faulty or have missing parts, and will be liable to the cost of replacing and/or repairing the equipment (whatever is cheapest);
(iii) you will be charged a recollection fee of £20 if collection is attempted within the given time and you (or any third party acting on your behalf) fail to hand over the equipment or you (or any third party acting on your behalf) are not at the property when recollection is attempted.
(iii) there is a 50% cancellation fee up to 48 hours before, and anything after that will incur the full hire fee
(d) Studio Hire:
Equipment
Podshop Online Ltd agrees to provide the equipment in good working order but makes no special guarantees as to said Equipment’s functionality or suitability for The Client’s purposes. Any Equipment lost, damaged or stolen will be charged to The Client at its full replacement cost. The Client may not remove any Equipment from The Studio’s premises and all Equipment must be returned promptly at the end of the hire period and in the same condition that it was in at the start of the hire period. The Client is fully and solely responsible for any breakages or damage to supplied Equipment, and grants permission to Podshop Online Ltd. to charge The Client card for said damages.
Studio Premises
The Client shall be responsible for all or any costs or expenses incurred by Podshop Online Ltd as a result of any damage by The Client to the fabric or contents (including furniture) of The Studio premises. No alterations decorations or additions to The Studio are permitted (unless agreed in advance with The Studio).
Health and Safety
1. No smoking is allowed in the building, including The Studio.
2. Cooking & hot foods are not permitted in The Studio, (unless prior permission has been undertaken)
3. Prior to commencing work, Clients should familiarise themselves with the location of the clearly-marked fire exit in the building, the fire extinguishers provided both within The Studio or building.
(i) the studio is available for daily use between 0900hrs and 2300hrs, Monday through Sunday. Use outside these hours may be permitted, but will require prior notice.
(ii) bookings may only be extended with our prior consent and must be booked and paid for immediately at the time of the extension request;
(iii) you will at all times observe all regulations governing the use of the studio whether imposed by any statutory body or Local Authority;
(iv) the studio is available for your exclusive use only and you are not permitted to sub-contract sub-let or otherwise permit any third party to utilise the studio without our prior written consent;
(v) you agree to pay for removal of any rubbish and materials used to construct sets from the studio at the end of the hire period. Where you fail to do so, we will arrange clearance and you will be responsible for the costs;
(vi) you will not alter, decorate or add to the studio without prior consent. Furthermore, you will leave the studio in the same condition that it was at the start of the hire period when you vacate the studio. You will pay for any costs we incur arising out of any breach of this condition;
(vii) you confirm that you are at least 18 years old, and anyone using the studio during your booking is also above the age of 18;
(viii) there is a 0% cancellation/rebook fee up to 7 days before, and 100% cancellation/rebook fee if less than that unless you've selected the Extended Rebooking Policy bolt on at check, where you are allow to reschedule your booking up to 48 hours before.
(viiii) by accepting the terms, you are agreeing to pay any applicable fees. These are shown at the start of the joining process and again before you confirm your payment instruction.
(x) your booking will start immediately from the date and time of your first session, and will be presented as per your chosen layout, but you must make sure to allow enough time for setup, camera and microphone positioning cleanup and file transfer within your allotted studio booking time. Any overruns because of this will be charged.
(xi) you agree to use the studio facilities and equipment in the proper manner. You must consult a member of staff if you are unsure. We are not liable for any injury you suffer through the incorrect use of our equipment or facilities.
(xii) you will be liable for any damage caused to our equipment or facilities through your negligent use.
(xiii) you agree to tell us immediately of any changes to your personal details, including contact information.
(xiiii) we will make reasonable endeavours to make available to you the rights and privileges of Membership or Booking of the studio you joined and have paid for. This includes access to the Studio and studio equipment, bathroom, staff and independent self-employed staff for general advice.
(xv) use of the Studio is on a self-service basis unless your package says otherwise. We will make reasonable endeavours to advise you ways to best capture audio and video using our equipment, however, we cannot be held liable for any technical issues that may arise during or after your Session.
(xvi) you must arrive no more than 15 minutes before your booking slot. Access to the studio will only be granted at your allotted booking time. Use of the shared building facilities is permitted until that time. In the event that the engineer has reset the studio from the prior recording, they will grant early access, but DO NOT assume this 15 minutes will be included.
(xvii) you must make sure to allow enough time for setup, cleanup and file transfer within your allotted studio booking time. Any overruns because of this will be charged.
(xviii) your media files will be delivered to you via a Google Drive download within 2 working days after your session. The link will be available to download for 3 calendar months after which point they will expire. Podshop Online Ltd will not be liable for any lost media after this point. We can not use any alternative way of file transfer link aside from Google Drive. For any post production editing, the final edits as well as the raw files will be available for 6 calendar months after which point they will expire.
(xviiii) please note most of our studios are acoustically treated and not soundproof, although we're tried to reduce the external noise that audible within the studio. We'd suggest booking an audio engineer or videographer to manage your session to get the most out of the space.
(xx) we are responsible to make sure the equipment you use is in working condition before your session.
(xxi) if your session is self-service (i.e. an audio engineer or videographer is NOT booked with your session) we will show you how to use our equipment before your first session with us, however, you are responsible to make sure that microphones are active on the recorder and you are recording to the settings (volume, file format, etc) you desire and all/any cameras are recording and operating correctly during the times in the session you require and to the format and picture profile that you need to set it to. Podshop Online Ltd claims no responsibility for loss of files or poor quality recordings unless it's due to equipment fault.
(xxii) if you have booked an engineer or videographer all responsibility for lighting, audio and camera will be on us.
(xxiii) if there is a custom setup using external equipment we can’t guarantee the quality of the audio or video will be the same as the examples provided on the website, however, you are more than welcome to bring your own equipment.
(xxiiii) any files recorded at the studio, except when an email and audio transfer (add-on) has been purchased, is the responsibility of the person(s) that has booked the session, we will not save files after the session is done, please make sure you get your files and double check that you have them before you leave your session.
(xxv) we only guarantee the studio will be available for your use during the hours it has been booked for.
(xxvi) any additional equipment/furniture or changes to the set in the studio, must be included in the time booked, also please note that you will be responsible for any transportation of this equipment in and out of the studio or building.
(xxvii) please note that your session starts from the time you booked the studio, not from the time you start recording or arrive.
(xxviii) overrunning your session will result in a 2(x) multiple of The Studios hourly rate, as a late fee, which is incurred for every 30 mins over the time you booked.
(xxviiii) the same type of session or add-ons will be consistent throughout your booking and will not be possible to change mid-way. ex. if you need a videographer you will have to book them for the whole session and not only half the session or a part of it, or if you booked a Video and Audio session you are not able to change the session halfway to Audio only.
(xxx) how long do you need the studio for? We recommend 30 minutes plus your required “recording” time, then for every additional hour of recording on top of this, add an additional 15 minutes for the file transfer time. Eg.For 30 minutes of recording + 15 Minute Setup + 15 Minute File Transfer = 1 Hour BookingFor 45 minutes of recording + 15 Minute Setup + 15 Minute File Transfer = 1.5 Hour BookingFor 2 hours of recording + 15 Minute Setup + 30 Minute File Transfer = 3 Hour Booking
Please do not:
- Drag heavy items across the floor (instead, ask a member of staff to help you lift and move them to avoid damage to the floor)
- Notify a member of staff if you require first aid
- Enter any other studio without prior consent
(e) Onsite Recording/Engineer Time:
(i) there is a 0% cancellation/rebook fee up to 7 working days before, and 100% cancellation/rebook fee if less than that.
6. Charges
6.1 In addition to relevant charges given in clause 6 above and in consideration of us providing the Services you must pay our charges (Charges) in accordance with this 7.
6.2 The Charges are the prices quoted on our site at the time you submit your order.
6.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
6.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see 7.7 for what happens if we discover an error in the price of the Services you ordered.
6.5 Our Charges may change from time to time, but changes will not affect any order you have already placed.
6.6 Our Charges are inclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
6.7 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
7. How to pay
7.1 Unless agreed otherwise by us in writing, our new customers are required to make a 50% deposit upfront before commencement of our Services and payment is due immediately upon receipt of our invoice. The remainder 50% is payable upon receipt of the first draft. Payment for any subsequent Services shall be 100% upon completion of the first draft. Payments are due immediately upon receipt of our invoice(s). Payments for studio and engineer hire are required immediately, unless agreed otherwise.
7.2 Payment for the Services is by direct bank transfer to the account stipulated on our invoice or via Stripe. Payments made via Stripe will incur an extra 2% fee.
7.3 We will send you an electronic invoice when payment is due. For any failed or cancelled payments and invoices, a £20 administration fee will be levied.
7.4 If you fail to make a payment under the Contract following thirty (30) days from the due date, then, without limiting our remedies under 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this 8.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.5 We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Intellectual property and copyrights
8.1 Until full payment is received for the Services provided, all copyright in or arising out of or in connection with the content of the Services (including recordings and edits, but excluding any intellectual property rights in any materials provided by you or us) will be owned by us.
8.2 Upon receipt of payment in full for the Services provided, we will assign to you the copyright subsisting in the content of the Services. Simultaneously, it is expressly agreed that all intellectual property, including but not limited to domain names, trademarks, or copyrights relating to all recorded material and finished audio or video products arising from the Services, is and will be exclusively owned by the Client, even if the brand name and domains were suggested or purchased by us during the course of the Services.
8.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
8.4 Upon obtaining your consent, you hereby agree to confer upon us an irrevocable, fully paid-up, non-exclusive, royalty-free, and non-transferable license to reproduce and amend any materials furnished by you to us for the sole purpose of our marketing. This authorisation extends beyond the completion and delivery of the Services. A formal request for permission will be transmitted via email, providing comprehensive details regarding the intended use of the content. An agreement or refusal to grant such permission is expected within 48 hours from the time of the request; failure to respond within this timeframe shall be construed as an implicit grant of permission.
9. How we may use your personal information
9.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
9.2 We will process your personal information in accordance with our Privacy Policy, the terms of which are incorporated into this Contract.
10. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
10.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
10.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.3 Subject to 11.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
10.4 Subject to 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
10.5 We have given commitments as to compliance of the Services with the relevant specification in 3.7. In view of these commitments, the terms implied by sections 3, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.7 This 11 will survive termination of the Contract.
11. Confidentiality
11.1 We each undertake that we will not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by 12.2.
11.2 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
12. Termination, consequences of termination and survival
12.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within ten days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
12.2 Consequences of termination
(a) On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
(b) Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
12.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
13. Events outside our control
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
13.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
14. Non-solicitation
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
15. Communications between us
15.1 When we refer to "in writing" in these Terms, this includes email.
15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
15.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
15.6 New orders for our services are to be made by email only.
16. General
16.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
By booking us you agree to abide by the terms set out in this booking agreement.
Thanks for your cooperation.
Last Updates - December 28th 2023
