TERMS OF SERVICE
Syncsmith Ltd
Last Updated: 3rd March 2025
1. INTERPRETATION
1.1 In these Terms:
“Company” means Syncsmith Ltd, incorporated in England and Wales, whose registered office is at 13 Innox Hill, Frome, BA11 2LW, United Kingdom.
“Services” means any and all music supervision, consultancy, sourcing, advisory, negotiation assistance, introduction services, clearance coordination or related services provided by the Company.
“Submission” means any music, composition, sound recording, material, idea, format, concept, information, pitch, metadata or related content submitted in any format.
“User” means any individual or entity accessing the Website or engaging with the Company.
“Website” means any website operated by the Company, including all subdomains.
“Confidential Information” means any non-public information disclosed by one party to the other that is marked confidential or which ought reasonably to be considered confidential.
1.2 References to legislation include amendments and re-enactments.
1.3 The words “including” and “include” shall be construed without limitation.
2. BASIS OF ENGAGEMENT
2.1 These Terms govern use of the Website and any preliminary engagement with the Company. Where the Company enters into a separate written agreement with you in relation to specific Services, that agreement shall prevail to the extent of any inconsistency.
2.2 No variation shall be effective unless expressly agreed in writing by the Company.
2.3 The Company rejects any additional or inconsistent terms proposed by you.
2.4 Any advice, discussions, creative input, pitching assistance or exploratory work undertaken prior to the execution of a written agreement is provided on a non-binding and non-exclusive basis.
3. STATUS OF THE COMPANY
3.1 The Company acts strictly as an independent music consultancy.
3.2 Nothing in these Terms creates:
a partnership;
a joint venture;
an employment relationship;
an agency relationship;
a fiduciary relationship;
or any duty of loyalty or trust beyond those imposed by mandatory law.
3.3 Nothing in these Terms shall operate to exclude duties which arise as a matter of law and which cannot lawfully be excluded. The parties acknowledge that the Company does not undertake to act as agent, trustee or fiduciary unless expressly agreed in writing.
3.4 The Company shall have no obligation to proceed with any project, introduction or clearance unless and until a written agreement is executed.
3.5 The Company is free to provide services to other clients, including clients in similar or competing sectors, and no exclusivity is granted unless expressly agreed in writing.
4. NO RELIANCE
4.1 You acknowledge and agree that:
You have not relied upon any representation, statement or assurance not expressly set out in these Terms;
No oral statements shall have contractual effect;
All projections, forecasts, creative assessments and commercial views are opinions only.
4.2 Subject to Clause 9.1, the Company shall have no liability for any representation not expressly set out in these Terms. Nothing in this clause limits or excludes liability for fraudulent misrepresentation.
5. SUBMISSIONS
5.1 Unless expressly agreed in writing prior to submission, all Submissions are made on a non-confidential basis.
5.2 The Company assumes no obligation of confidentiality in respect of unsolicited Submissions.
5.3 You represent and warrant that:
You own or control all rights necessary to submit the material;
No third-party consent is required;
The Submission does not infringe intellectual property, privacy, publicity or moral rights;
You have full authority to bind any entity on whose behalf you act.
5.4 You grant the Company a non-exclusive, worldwide, royalty-free licence to receive, store, host, reproduce, catalogue, index, analyse and internally circulate the Submission for the purposes of evaluation, pitching and potential project consideration. This licence includes the right to:
(a) retain Submissions for consideration in connection with current and future projects, including projects similar in nature to those for which the Submission was originally provided;
(b) upload, store and organise Submissions within third-party platforms, databases and tools used by the Company in the ordinary course of its business (including music management, playlisting and pitching platforms); and
(c) make Submissions available to the Company’s clients, partners and prospective clients on a controlled-access basis for the purpose of searching, reviewing and evaluating music for potential use in audiovisual or related projects.
5.5 The Company confirms it shall not commercially exploit any Submission without a separate written agreement.
5.6 The Company acquires no ownership rights in the Submission unless agreed in writing.
5.7 To the extent permitted by law, you waive any moral rights in relation to internal evaluation use of the Submission.
5.8 The Company is under no obligation to review, respond to or return any Submission.
6. THIRD-PARTY RISK
6.1 The Company may introduce you to third parties but does not:
Guarantee their performance;
Warrant their solvency;
Assume liability for their conduct.
6.2 You assume all commercial risk in dealings with third parties.
7. INTELLECTUAL PROPERTY
7.1 All intellectual property rights in the Website and its content are owned by or licensed to the Company.
7.2 No rights are granted except as expressly set out.
8. DATA PROTECTION
8.1 The Company shall process personal data in accordance with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.
8.2 Further details of how personal data is processed are set out in the Company’s Privacy Policy.
8.3 Each party shall comply with its respective obligations under applicable data protection laws.
9. LIMITATION OF LIABILITY
9.1 Nothing excludes liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
any liability which cannot lawfully be excluded.
9.2 Subject to Clause 9.1:
The Company excludes all terms implied by statute or common law to the fullest extent permitted by law.
The Company shall not be liable for indirect, incidental, special or consequential loss.
The Company shall not be liable for loss of profit, opportunity, goodwill, reputation, revenue, anticipated savings or business interruption.
The Company shall not be liable for any creative or commercial decision made by a production entity or rights holder.
9.3 The Company’s total aggregate liability arising out of or in connection with the Services shall not exceed the total fees paid by the claimant to the Company in the twelve (12) months preceding the first event giving rise to the claim.
9.4 All exclusions and limitations apply to the fullest extent permitted by law.
10. INDEMNITY
10.1 You shall indemnify and keep indemnified the Company against all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal costs) arising directly from:
breach of warranties;
intellectual property infringement;
breach of law;
negligent or unlawful conduct.
10.2 This indemnity survives termination.
11. MITIGATION
11.1 You agree to take reasonable steps to mitigate any loss you allege to have suffered.
12. WEBSITE USE
12.1 You agree not to:
misuse the Website;
introduce viruses or malicious code;
attempt unauthorised access;
scrape or extract data;
use the Website for unlawful purposes.
12.2 The Company may suspend, restrict or terminate access to the Website at its discretion where it reasonably considers a breach has occurred.
12.3 You shall not reproduce, duplicate, copy or exploit any part of the Website or its content for commercial purposes without the Company’s prior written consent.
13. CONFIDENTIALITY
13.1 Each party shall keep Confidential Information strictly confidential and shall not disclose it to any third party except to professional advisers or as required by law.
13.2 Confidential Information shall not include information that:
is or becomes public through no fault of the receiving party;
was lawfully in the receiving party’s possession before disclosure;
is independently developed without reference to the disclosed information.
13.3 This clause survives termination for a period of five (5) years.
13.4 A party may disclose Confidential Information where required by law, regulation or court order, provided that it gives prompt notice (where legally permitted) to the other party.
14. PAYMENT
14.1 Unless otherwise agreed in a separate written agreement, any fees invoiced by the Company shall be payable within thirty (30) days of invoice.
14.2 The Company reserves the right to charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.
14.3 Any erroneous payments shall be reconciled in accordance with the Company’s standard credit note policies.
15. TERMINATION
15.1 The Company may terminate or suspend engagement immediately where:
breach occurs;
circumstances arise which, in the Company’s reasonable opinion, give rise to material reputational or regulatory risk;
regulatory risk arises;
payment default occurs.
15.2 Termination shall not affect accrued rights or remedies.
16. FORCE MAJEURE
16.1 The Company shall not be liable for delay or failure resulting from events beyond its reasonable control, provided that it notifies the affected party as soon as reasonably practicable.
17. ASSIGNMENT
17.1 The Company may assign, transfer or novate its rights and obligations under these Terms to an affiliate or successor. You may not assign, transfer or novate any rights or obligations without the Company’s prior written consent.
18. SEVERANCE
18.1 Invalid provisions shall be modified to the minimum extent necessary and the remainder shall continue in full force.
19. CUMULATIVE REMEDIES
19.1 The rights and remedies of the Company are cumulative and not exclusive.
20. ENTIRE AGREEMENT
20.1 These Terms constitute the entire agreement between the parties relating to their subject matter and supersede all prior discussions, correspondence, negotiations or arrangements.
21. DISPUTE RESOLUTION
21.1 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
22. VARIATION
22.1 The Company reserves the right to amend these Terms from time to time. Updated versions shall be posted on the Website and shall take effect upon publication.
23. THIRD PARTY RIGHTS
23.1 A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
24. NOTICES
24.1 Any notice shall be in writing and sent by email or recorded delivery to the registered office or notified email address.
25. GOVERNING LAW
25.1 These Terms and any dispute, claim or matter arising out of or in connection with them (including any non-contractual obligations or disputes) shall be governed by and construed in accordance with the laws of England and Wales.
25.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, their subject matter or formation (including any non-contractual disputes or claims).
25.3 To the fullest extent permitted by law, the parties irrevocably waive any objection to proceedings being brought in the courts of England and Wales, including any objection on the grounds of forum non conveniens or that such proceedings have been brought in an inconvenient forum.