PODLAB BOOKING TERMS AND CONDITIONS
These terms and conditions (Agreement) is between Podlab Ltd (NZCN 9259373) (we, us or our) and you, the person booking or receiving the Services (you or your). This Agreement is entered into between us and you, together the Parties and each a Party.
This Agreement commences on the Commencement Date and ends on the date when the Services have been completed (as reasonably determined by us) (Term).
1. Studio Hire and Services
1.1 In consideration of your payment of the Price, we will (if stipulated in your booking):
(a) provide the Services in accordance with this Agreement, whether ourselves or through our Personnel; and
(b) grant you a non-exclusive licence to use the Studio during the Hours of Access for the purpose of you recording your podcast episodes.
1.2 Nothing in this Agreement gives you any right or interest in, or creates a landlord or tenant relationship between us in relation to, the Studio (or the property where the Studio is situated).
2. Your Obligations
2.1 You agree to (and to the extent applicable, ensure that your Personnel agree to) comply with this Agreement, all applicable laws, and our reasonable requests (including all health and safety directives when at the Studio).
2.2 You must ensure that any content you record at the Studio is in line with all applicable laws, regulations or guidelines. Notwithstanding clause 8.2, we may terminate this Agreement immediately and refuse to provide you with further Services if we consider any content you record at the Studio is in breach of this clause.
2.3 Rescheduling and Cancellation: You can reschedule your Studio booking online, or direct with us. Cancelling or postponing a confirmed Studio booking must be done at least 12 hours before the Hire Period starts or 50% of the Studio booking rate will apply. If you cancel within 12 hours of the Studio booking, or do not show up at your booking time, there will be no refund, and the full booking rate will apply.
2.4 Equipment: You must not tamper with, adjust, or interfere with any equipment in the Studio. All equipment in the Studio is, and must remain, operated exclusively by our engineers.
3. Technology and File Delivery
3.1 While we use reasonable endeavours to ensure all recordings are seamless and are in good working condition, you acknowledge and agree that technology can fail, and that we are not liable for any Liability which may arise as a result of, or in connection with, technology or equipment failures outside of our control.
3.2 You will receive your raw, unedited files via a shared drive. These files may require additional color correction, audio enhancement, or editing, which are separate Services not included in the Price. We will hold all files recorded at the Studio for a period of 3 months, after which time they will be deleted and unable to be retrieved. We may charge you additional fees for storage as advised to you, from time to time.
4. Price and Payment
4.1 The Price will be set out on our online booking page or in person when you book. Payment must be made in full at time of booking, or within 7 days of the date of our relevant invoice where we have agreed to invoice you after we have supplied the Services to you.
4.2 If you don’t pay on time as agreed, we can choose to stop providing the Services 5 Business Days after the payment was due. We can also ask you to pay for any extra costs we face because you didn’t pay on time. This includes any costs to get those payments from you.
4.3 When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in the Goods and Services Tax Act 1985.
5. Intellectual Property
5.1 Nothing in this Agreement assigns or transfers any Intellectual Property Rights that belonged to a Party prior to the Commencement Date.
5.2 You own all Intellectual Property Rights in your Podcast Materials. To the extent that ownership of such Intellectual Property Rights in your Podcast Materials does not automatically vest in you, we hereby assign all such Intellectual Property Rights to you, subject to your continued compliance with your payment obligations under this Agreement.
5.3 You grant us a licence to use your Podcast Materials that you provide to us solely for the purpose of performing the Services under this Agreement.
6. Confidential Information
6.1 Subject to clause 6.2, each Party must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other Party.
6.2 Clause 6.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing Party ensures the adviser complies with the terms of clause 6.1.
6.3 This clause 6 will survive the termination or expiry of this Agreement.
7. Liability
7.1 You acknowledge and agree that we hold no liability in regards to the success of any podcast that is created during the term of this Agreement and we are not responsible for the marketing of any podcast unless explicitly agreed to in writing by us.
7.2 You agree and represent that you are acquiring the Services for the purposes of trade. The Parties agree that:
(a) to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the New Zealand Fair Trading Act 1986 do not apply to the supply of the Services or the Agreement; and
(b) it is fair and reasonable that the Parties are bound by this Agreement, including this clause.
7.3 Despite anything to the contrary, to the maximum extent permitted by law:
(a) neither Party will be liable for Consequential Loss;
(b) a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
(c) our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
(d) our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to the Price paid by you to us in respect of the relevant supply of the Services to which the Liability relates.
8. Term and Termination
8.1 This Agreement will operate for the Term.
8.2 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.
8.3 Upon expiry or termination of this Agreement:
(a) we will immediately cease providing the Services;
(b) by us pursuant to clause 8.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
(c) we may retain your documents and information (including copies) to the extent required by law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 6.
8.4 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
9. General
9.1 Amendment: This Agreement may only be amended by written instrument executed by the Parties.
9.2 Assignment: Subject to clause 9.9, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
9.3 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the New Zealand Disputes Resolution Centre.
9.4 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by an event outside of their reasonable control.
9.5 Governing Law: This Agreement is governed by the laws of New Zealand.
9.6 Notices: Any notice given under this Agreement must be in writing addressed to the addresses set out in this Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
9.7 Publicity: Despite clause 6, you agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.
9.8 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
9.9 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.
9.10 Survival: Clauses 5 to 9 survive the termination or expiry of this Agreement.
10. Definitions
In this Agreement, unless the context otherwise requires:
Business Day means a day on which banks are open for general banking business in Auckland, New Zealand, excluding Saturdays, Sundays and public holidays.
Commencement Date means the date on which you making a booking or pay for the Services.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price will not constitute “Consequential Loss”.
Hours of Access means the agreed days and time you can access the Studio as set out on our website, in our online booking form or in person when you book.
Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
Podcast Materials means all Intellectual Property developed, adapted, modified or created specifically for your use by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the supply of the Services, whether before or after the date of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes any Intellectual Property Rights of a Party that existed prior to the Commencement Date or were created independently of this Agreement.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Price means the price for the Services as set out on our website, in our online booking form or in person when you book.
Services means the services described on our website, in our online booking form, or in person when you book.
Studio means the podcasting recording studio we give you access to in exchange for your payment of the Price.
