SOMERTON CASTLE STUDIO TERMS AND CONDITIONS
These Terms and Conditions (‘Terms’) form part of the contract (‘Contract’) between Somerton Castle Studio and the Customer (unless otherwise previously agreed in writing) for the Provision of Services to the Customer.
1 Interpretation
1.1 In these Terms:
“Accommodation” means the two storey residential accommodation within the Somerton Castle grounds;
“Booking Fee” means the amount due under the Booking Form;
“Booking Form’’ means the Booking Form agreed between the parties for the provision of Services;
“Confidential Information” means (whether or not in a material form) all information concerning the Supplying Party, the Supplying Party’s business, including but not limited to all market information and Intellectual Property (whether registered or unregistered), designs and data sheets, marketing and sales reports, financial reports and documents, disclosed or communicated to the Receiving Party in any form or manner by the Supplying Party or by representatives of the Supplying Party, and all copies of the information and notes and records forming part of the Confidential Information;
“Contract” means this contract for the supply of Services, at all times subject to these terms and conditions as well as any other terms specified in any related Booking Forms;
“Customer” means the person or business named on the Booking Form;
“Data Protection Legislation” means (i) the General Data Protection Regulation (EU 2016/679); (ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (iii) any legislation implemented in connection with the General Data Protection Regulation; (iv) the Data Protection Act 2018; and (v) any replacement legislation in respect of any of the same coming into effect from time to time and in each case as amended, extended or superseded from time to time.
“Equipment” means the studio equipment including but not limited to the DAW Systems, interface, monitoring, microphones, backline, hardware, software, and pedals and all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
“Intellectual Property” or means any patent, registered design, trade mark, copyright, trade secret or any other proprietary right of a party or parties, registered or unregistered, in any country;
“Rental Period” means the period under which Services will be supplied under the Booking Form;
‘’Services’’ means the studio hire and/or accommodation rental (as applicable)to be provided by Somerton Castle Studio for the Customer as specified on Booking Form;
“Terms” means the standard terms of sale as set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Customer and Somerton Castle Studio;
“Writing”, and any similar expression, includes facsimile transmission and comparable means of communication and electronic mail.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
In this Contract:
1.4 words importing the singular number include the plural number and vice versa;
1.5 words importing persons include firms, companies and corporations and vice versa;
1.6 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
1.7 where the word ‘including’ is used in this Contract, it shall be understood as meaning ‘including without limitation’.
2 Basis of the Supply
2.1 The supply of Services by Somerton Castle Studio shall be subject to these Terms. The Booking Form is confirmation of the Customer’s acceptance of this Contract and the Terms.
2.2 No order or instructions submitted by the Customer shall be deemed to be accepted by Somerton Castle Studio unless and until confirmed in Writing by Somerton Castle Studio..
2.3 No variation to these Terms shall be binding unless agreed in Writing between the Customer and Somerton Castle Studio. Any changes or additions to the Services must be confirmed in Writing by the authorised representatives of Somerton Castle Studio and Customer.
2.4 Somerton Castle Studio’s employees or agents are not authorised to make any representations concerning the Services and the Customer shall not rely on any such representations unless confirmed by Somerton Castle Studio to the Customer in Writing.
2.5 In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.6 Nothing in this Contract shall create, or be deemed to create, a partnership between the parties.
3 Orders and specifications
3.1 The duration and description of the Services and any specification for them shall be as set out in the Booking Form unless otherwise agreed in Writing between the Customer and Somerton Castle Studio.
3.2 The Customer shall be responsible for giving to Somerton Castle Studio at the Customer’s own expense any necessary documents or other materials and all data and information relating to the Services within a sufficient time to enable Somerton Castle Studio to perform the Contract in accordance with the Terms.
3.3 The Customer shall be responsible to Somerton Castle Studio for ensuring the accuracy of any information supplied by the Customer and responsible for the accuracy of the terms in the Booking Form (including any applicable specification).
3.4 No order for Services which has been accepted by Somerton Castle Studio may be cancelled by the Customer except with the agreement in Writing of Somerton Castle Studio and on terms that the Customer shall indemnify Somerton Castle Studio in full against all loss (including loss of profit), costs,, damages, charges and expenses incurred by Somerton Castle Studio as a result of cancellation. For cancellation charges please see clause 11.
4 Accommodation: Arrival and Departure
4.1 The check-in time for the Accommodation shall be before 4.00pm on the day of your arrival as specified in the Booking Form. If arriving after 4.00pm the Customer shall inform Somerton Castle Studio using the contact details specified in the Booking Form.
4.2 The departure time is 7.00pm unless agreed by the Parties prior.
4.3 On departure, the Accommodation must be left clean, tidy and in the same order and condition as on arrival. All refuse from waste bins must be disposed of in the external bins provided on site.
4.4 If the Accommodation is left in a way whereby you, your guests or your pets cause damage or the Accommodation is left in a poorer condition than on arrival, Somerton Castle Studio shall be entitled to invoice the Customer for the costs of cleaning and the Customer agrees to pay such fees.
4.5 An Accommodation Booking Form is a limited licence to enter, occupy and use the Accommodation. Somerton Castle Studio retains the right to re-enter the Accommodation (including interiors, exteriors, structures thereon and contents therein) during the Booking Period to the extent:
a) It is reasonably necessary;
b) permitted by your Booking Form; or
c) permitted by any applicable law, including by imposing reasonable overstay penalties. The Customer may not exceed the maximum number of guests.
5 Price of the Services
5.1 The price of the Services shall be as stated on the Booking Form unless otherwise agreed in Writing between the Customer and Somerton Castle Studio. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by Somerton Castle Studio without giving notice to the Customer.
5.2 The prices stated on the Booking Form are exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to Somerton Castle Studio.
5.3 All amounts due under the Booking Form shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.4 If the Customer fails to make a payment due to Somerton Castle Studio by the due date, then, without limiting Somerton Castle Studio’s remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 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%.
5.5 The Customer shall, at the time of booking, pay a deposit of 25% of the Booking Fee to Somerton Castle Studio (Deposit). The Deposit is a non-refundable deposit against default by the Customer of payment of the Booking Fee in full or any loss of or damage caused to the Equipment or the Accommodation. If the Customer fails to make payment in accordance with the Booking Form, or causes any loss or damage to the Equipment or Accommodation (in whole or in part), Somerton Castle Studio shall be entitled to apply the Deposit against such default, loss or damage. The Customer shall pay to Somerton Castle Studio any sums deducted from the Deposit within ten Business Days of a demand for the same. If there is no such loss arising, the balance of the Booking Fee shall be offset by the Deposit unless the Customer requests a refund in Writing at the end of the period.
5.6 Somerton Castle Studio shall be entitled to vary the Prices set out in the Booking Form and or its Terms from time to time by giving reasonable notice in Writing to the Customer.
6 General Terms
6.1 These Terms (together with the terms, if any, set out in the Booking Form) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in Writing between the parties.
6.2 All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. No warranty or guarantee whatsoever is given by Somerton Castle Studio in connection with the Services except as expressly provided in these Terms.
6.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
6.4 The Customer acknowledges it has read and agrees to the terms of Somerton Castle Studio’s Privacy Policy which can be found on Somerton Castle Studio’s website: www.somertoncastlestudio.com
6.5 Somerton Castle Studio shall not be liable or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Somerton Castle Studio’s obligations in relation to the Services, if the delay or failure was directly or indirectly due to any cause beyond Somerton Castle Studio’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond Somerton Castle Studio’s reasonable control:
a) act of God, explosion, flood, tempest, fire or accident;
b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
c) acts, restrictions, regulations, bye- laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
d) pandemic or epidemic (including COVID related delays or failures);
e) import or export regulations or embargoes;
f) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Somerton Castle Studio or of a third party);
g) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
h) failures by sub-contractors;
i) power failure or breakdown in machinery; or
j) any other cause whatsoever, whether or not of a like nature to those specified herein.
6.6 Somerton Castle Studio may perform any of the obligations undertaken by it and exercise any of the rights granted to it under this Contract through any other company which at the relevant time is its holding company or subsidiary or the subsidiary of any such holding company, and any act or omission of any such company shall for the purposes of this Contract be deemed to be the act or omission of Somerton Castle Studio.
6.7 Somerton Castle Studio may carry out its obligations under this Contract through any agents or sub suppliers appointed by it in its absolute discretion for that purpose.
6.8 For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Contract is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
6.9 The Contract shall be governed by the laws of England, and the Customer agrees to submit to the exclusive jurisdiction of the English courts.
6.10 Each Party (‘Receiving Party’) shall keep the Confidential Information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the Purpose and for performing the Receiving Party’s obligations under the Contract. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this Clause 6.11, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.
6.11 The obligations of Clause 6.10 shall not apply to any information which:
a) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Providing Party
b) is, or becomes, publicly available through no fault of the Receiving Party;
c) is provided to the Receiving Party without restriction or disclosure by a third party; who did not breach any confidentiality obligations by making such a disclosure;
d) was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the Confidential Information supplied by the Supplying Party; or
e) is required to be disclosed by order of a court of competent jurisdiction.
6.12 Clauses 6.11 to 6.13 shall survive termination of this Contract for a period of five years.
6.13 The Customer may not, assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Contract without the prior written agreement of Somerton Castle Studio.
6.14 Somerton Castle Studio may at any time assign, sub-contract, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement. Furthermore, Somerton Castle Studio may novate its obligations to a third party without requiring the consent of the Customer and the Customer shall execute all such documents as may be reasonably required to vest the benefit and the burden of this agreement in such third party.
6.15 Somerton Castle Studio reserves the right to nominate a third party to carry out its obligations under these Terms.
6.16 The Customer hereby waives all and any future claims and rights of set off against any sums due to Somerton Castle Studio under this Contract and agrees to pay the sums due to Somerton Castle Studio under this Contract regardless of any equity, set off or cross claim on the part of the Customer against Somerton Castle Studio.
6.17 To the full extent permitted by law, the Customer shall be solely responsible for and hold Somerton Castle Studio fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses suffered or incurred directly or indirectly by Somerton Castle Studio as a result of any breach or default on the part of the Customer or its representatives in the discharge of its obligations under this Contract.
7 Terms of Supply
7.1 The Services shall be provided in accordance with the Booking Form and otherwise in accordance with Somerton Castle Studio’s current brochure or other published literature relating to the Services from time to time, subject to this Contract.
7.2 Further details about the Services, and advice or recommendations about its provision or utilisation, which are not given in Somerton Castle Studio’s brochure or other promotional literature, may be made available on Written request.
7.3 Any dates agreed (including those in the Booking Form) for the supply of the Services are approximately only and Somerton Castle Studio shall not be liable for any delay in the supply of the Services howsoever caused. The time for the supply of the Services to the Customer shall not be of the essence of the Contract unless previously agreed by Somerton Castle Studio in Writing.
7.4 The Customer will not use the Accommodation or allow others to use the Accommodation in a way that causes damage to neighbouring, adjoining or adjacent properties, or a nuisance or an annoyance to the owners or occupiers of these properties. This includes any excessive noise that may cause a disturbance.
7.5 The Customer will not permit additional guests to reside at the Accommodation beyond the number and personnel specified on the Booking Form unless agreed with Somerton Castle Studio prior.
8 Risk
8.1 The Equipment shall at all times remain the property of Somerton Castle Studio, and the Customer shall have no right, title or interest in or to the Equipment (save the right to use of the Equipment subject to the Booking Form and these terms and conditions).
8.2 The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer during the Rental Period. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Customer (Risk Period) until such time as the expiry of such further term period.
8.3 The Customer shall give immediate written notice to Somerton Castle Studio in the event of any loss, accident or damage to the Equipment or Accommodation arising out of or in connection with the Customer's possession or use of the Equipment and/or Accommodation.
9 Charges
9.1 Somerton Castle Studio shall be entitled to invoice the Customer following the entering into of the Booking Form, or at other times agreed with the Customer.
9.2 The Customer shall make payment within 30 days of the date of Somerton Castle Studio’s invoice.
9.3 The Customer shall pay:
a) the price of the Services; and
b) any additional sums which are
agreed between Somerton Castle Studio and the Customer within 30 days of the date of Somerton Castle Studio’s invoice. The time of payment of the price shall be the essence of the Contract. Receipts for payment will be issued only on request.
9.4 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to Somerton Castle Studio and without any liability to the Customer, Somerton Castle Studio may at its option:
a) cancel the Contract;
b) cancel or suspend any further performance of Services to the Customer; or
c) charge the Customer interest (both before and after any judgment) on the amount unpaid at the rate of 5 per cent per annum above the Bank of England base rate from time to time accruing daily until payment in full is made.
10 Warranties and Liability
10.1 Somerton Castle Studio warrants to the Customer that the Services will be provided using reasonable care and skill. Where Somerton Castle Studio supplies in connection with the provision of the Services any goods or materials supplied by a third party, Somerton Castle Studio does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise.
10.2 Subject to clause 10.5, all implied terms and conditions as to the quality or performance of the Equipment and any other goods or services provided under this agreement are, to the fullest extent permitted by law, excluded from this agreement.
10.3 Somerton Castle Studio shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any documentation, material, data, information or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non arrival, or any other fault of the Customer.
10.4 All Services, the subject of a warranty claim, must be inspected by Somerton Castle Studio for evaluation before any warranty claim is approved.
10.5 To the extent permissible at law, Somerton Castle Studio shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any direct, indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Somerton Castle Studio, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Customer, and the entire liability of Somerton Castle Studio under or in connection with the Contract shall not exceed the amount of Somerton Castle Studio’s charges for the provision of the Services under these Terms.
10.6 Somerton Castle Studio’s liability is limited, to the extent permissible by law and at Somerton Castle Studio’s option, to:
a) supply of the Services again; or
b) the payment of the cost of having the Services supplied again.
10.7 To the extent permitted at law, all other warranties whether implied or otherwise, not set out in these Terms or in another warranty document given by Somerton Castle Studio are excluded.
10.8 Somerton Castle Studio shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Somerton Castle Studio’s obligations in relation to the Services.
10.9 Somerton Castle Studio may delay for any length of time the provision of the Services in the event that it becomes aware of any matter which may pose a risk to the health or well-being of any of Somerton Castle Studio’s staff or agents without liability to the Customer for any loss caused.
10.10 The Customer will defend, indemnify and hold Somerton Castle Studio harmless from third-party claims, demands, liabilities, costs and expenses for bodily injury or property damage (Losses) arising from or in connection with the Customer’s use of the Premises, except to the extent such Losses are due to Somerton Castle Studio’s negligence, misconduct, or a breach of any of Somerton Castle Studio’s representations and warranties
11 Cancellation
11.1 The Booking may be cancelled by the Customer. In the event of cancellation the relevant provisions will apply to compensate Somerton Castle Studio for the late cancellation and is not for any service:
a) If cancellation occurs less than 10 working days’ prior to arrival, no refund will be payable and the Customer shall forfeit 100% of the Booking Fee;
b) If cancellation occurs between 10 working days and 4 weeks prior to arrival, the relevant cancellation fee is 90% of the Booking Fee; or
c) If cancellation occurs more than 4 weeks prior to arrival, the relevant cancellation fee is 50% of the Booking Fee.
12 Our right to terminate
12.1 Somerton Castle Studio may terminate the Contract at any time by serving not less than one weeks’ notice in Writing on the Customer without incurring any responsibility or liability to the Customer for any loss or damage caused as a result of such termination.
12.2 If any of the following events occur or if Somerton Castle Studio reasonably apprehends that any of the following events are about to occur in relation to the Customer and notifies the Customer accordingly; then in each and every such case Somerton Castle Studio may at its option terminate this Contract immediately on giving the Customer written notice without any liability to the Customer and if any Services have been supplied then the price for those Services will become immediately due and payable to Somerton Castle Studio notwithstanding any previous agreement to the contrary:
a) if the Customer is unable to pay its debts as they fall due; or
b) if any distress, execution, or other legal process shall be levied against any of the Customer’s goods or other property or the Customer shall permit any judgment against it to remain unsatisfied for seven days; or
c) if the Customer, being an individual, shall die, shall suffer an interim order (within the meaning of the Insolvency Act 1986) to be made against him or enter into a voluntary arrangement or suffer the making of a statutory demand or the presentation of a petition for a bankruptcy order; or
d) if the Customer, being a body corporate, shall enter into any liquidation, shall call any meeting of its creditors or shall have a receiver or receiver manager of all or any of its undertaking or assets appointed, or shall suffer the appointment or the presentation of a petition for the appointment of an Administrator under the provisions of Part II of the Insolvency Act 1986, or shall be deemed by virtue of section 123 of the Insolvency Act 1986 to be unable to pay its debts; or
e) the Customer ceases, or threatens to cease, to carry on business.
12.3 The Customer shall upon any termination under clauses 18.1 to 18.3 above pay to Somerton Castle Studio:
a) all arrears of the price for the Services then due and all other sums accrued due and unpaid at the date of termination, together with interest thereon payable under clause 15 hereof;
b) compensation for the loss suffered by Somerton Castle Studio as a result of such termination, such loss being determined by Somerton Castle Studio having regard to all relevant circumstances;
c) any other sums which are or become due to Somerton Castle Studio or to which Somerton Castle Studio is entitled by way of damages; and
d) any other sums which Somerton Castle Studio becomes due to pay as a result of termination (including but not limited to bank charges).
12.4 The termination of this Contract shall not affect any rights of Somerton Castle Studio or liabilities of the Customer subsisting at the date of termination.
12.5 On termination of this Contract howsoever or whenever occasioned the Customer shall (unless otherwise agreed with Somerton Castle Studio) return all and any property of Somerton Castle Studio to Somerton Castle Studio at such address as Somerton Castle Studio may direct in good order and in good working condition and at the Customer’s expense and risk. Without prejudice to the foregoing or to Somerton Castle Studio’s claim for any arrears of sums due from the Customer under this Contract, Somerton Castle Studio or its authorised representatives may at any time after such termination of this Contract without notice take all steps necessary (including legal action) to retake possession of Somerton Castle Studio’s property and for such purpose enter upon any premises belonging to or in the occupation or control of the Customer and the Customer shall be responsible for all costs, charges and expenses so incurred in retaking possession of Somerton Castle Studio’s property as aforesaid. The Customer shall also bear the reasonable costs incurred by Somerton Castle Studio at any time in ascertaining the whereabouts of Somerton Castle Studio’s property and/or the Customer.
13 Data Protection
13.1 To the extent that either party processes Personal Data on the other party’s behalf, such party shall take all such measures that may be required to ensure compliance with the obligations set out in the Data Protection Legislation.