Standard Terms of Business
Draft — these terms are being finalised with our solicitor. Last updated 16 October 2026.
1. Definitions and application
1.1 In these Terms: "the Company" means Two Ears Ltd, a company registered in England and Wales under number 04420838, whose registered office is at 23 Warren Avenue, Richmond, TW10 5DZ, trading as Twoears Post | SOUND. "the Client" means the person, firm or company who books the Services. "the Studio" means the Company's premises and equipment. "Services" means the audio post-production, sound design, mixing, mastering, recording, editing or related services supplied by the Company. "Materials" means any media, files, sessions, artwork, scripts or other content supplied by or on behalf of the Client. "Deliverables" means the finished audio files, stems, masters and associated documentation produced by the Company for the Client. "Session" means a booked period of time in the Studio, whether attended or unattended.
1.2 The Company contracts as a supplier of facility services. It does not supply the personal services of any individual, and the Client is not engaging an individual (see clause 11).
1.3 These Terms apply to every contract for the supply of Services and are incorporated into that contract when the Company's quotation or booking confirmation refers to them. They apply to the exclusion of any other terms the Client seeks to impose, including any terms printed on or referred to in a purchase order, vendor agreement, onboarding portal or similar document, and no such terms form part of the contract unless the Company has agreed to them in writing signed by a director.
1.4 Nothing the Client's representatives say or do, and no act of the Company in performing the Services, is acceptance of any terms other than these.
1.5 The Company may amend these Terms from time to time. The version in force is the version in effect on the date of the quotation or booking confirmation.
2. Bookings, quotations and rates
2.1 A quotation is an invitation to book and is open for acceptance for 30 days unless withdrawn earlier. A contract is formed when the Company issues a booking confirmation.
2.2 Quotations are based on the information available at the time and on the Client's description of the work. Where the scope, duration, format, number of versions or deliverable specification differs from that description, the Company may revise its charges accordingly, having first notified the Client.
2.3 The standard working day is nine hours, 09:00 to 18:00, including a one hour break, and the Company's day rate covers that period. Where work continues beyond 18:00, or where a Session runs beyond the time booked, the additional time is charged in hourly increments at the Company's standard hourly rate. The Company will, where practicable, notify the Client before additional time is incurred. The minimum charge for any attended Session is two hours.
2.4 Rates are quoted exclusive of VAT and of third-party costs. Third-party costs — voice artists, translators, music and effects licensing, couriers, media, hired equipment and the like — are charged at cost plus 15 per cent handling unless separately agreed, and the Company is not obliged to incur them until the Client has approved them in writing.
2.5 Attended Sessions are those at which the Client or its representative is present in the Studio or connected remotely. The Company provides a client-facing control room as well as remote facilities, and attended Sessions are charged at the attended rate whether or not the Client in fact attends.
2.6 The Company may decline or reschedule a booking where the Materials have not been delivered in accordance with clause 4 in sufficient time to begin work.
3. Cancellation and postponement
3.1 Booked Studio time is reserved for the Client and cannot be resold at short notice. The charges in this clause are calculated on the fee for the whole booking, not only on the part cancelled, and represent a genuine pre-estimate of the loss the Company suffers in holding time which it has declined other work to keep free. Notice periods run back from the booked start time.
| Booking | Notice before the booked start | Charge |
|---|---|---|
| Pencil | More than 24 hours | Nil |
| Pencil | 24 hours or less | 50% |
| Pencil | No show | 100% |
| Confirmed | More than 7 days | Nil |
| Confirmed | 7 days or less, more than 24 hours | 50% |
| Confirmed | 24 hours or less | 100% |
| Confirmed | No show | 100% |
3.2 Pencils. A pencil is a provisional hold on Studio time. It is not a confirmed booking, but it is a contractual arrangement on the terms of this clause and not a mere expression of interest. The Company may at any time ask the Client to confirm or release a pencil. The Client shall respond within 24 hours of that request, and if it does not the pencil lapses and the Company is free to release the time. A pencil which the Client confirms, expressly or by proceeding with the work, becomes a confirmed booking from the moment of confirmation and is subject to the confirmed booking scale from that point.
3.3 Confirmed bookings. A booking is confirmed when the Company issues a booking confirmation, or when the Client confirms a pencil. Confirmed Studio time is held exclusively for the Client.
3.4 No show and late arrival. Where the Client fails to attend a confirmed attended Session without notice, or arrives more than one hour after the booked start without notice, the Company may treat the Session as cancelled at 100 per cent. Where the Client's Materials are not delivered in accordance with clause 4 and the Company is unable to begin work, the booked time is charged in full.
3.5 Rescheduling. A confirmed booking may be rescheduled once without charge to a specific alternative date, agreed in writing at the time of rescheduling and falling within 30 days of the original date, provided the request is made more than 7 days before the booked start. Where the Company has declined other work in order to hold the booked time, it may instead treat a rescheduling as a cancellation and charge under the table above, provided it notifies the Client of that at the time the rescheduling is requested and not afterwards. A rescheduled booking which is itself cancelled or moved again is charged by reference to the notice given before the original booked date.
3.6 Third-party costs already committed at the point of cancellation are payable in addition to the charges in this clause.
3.7 The Company will use reasonable efforts to re-let cancelled time and will reduce the charge proportionately to the extent that it succeeds.
4. Client Materials and rights
4.1 The Client shall deliver Materials in the format and to the specification notified by the Company, and in sufficient time for the Company to prepare before the booked start. Where Materials are delivered late, incomplete, out of specification or technically defective, any additional time spent by the Company in conforming, repairing or re-preparing them is chargeable at the applicable rate.
4.2 The Client warrants that it owns, or has secured, all rights, consents, licences and clearances necessary for the Company to perform the Services on the Materials and for the Deliverables to be exploited as the Client intends. This includes music and effects licensing, performers' consents, contributor releases and any underlying rights.
4.3 The Client shall indemnify the Company against all losses, damages, costs and expenses (including reasonable legal costs) arising from any claim that the Materials, or the Company's use of them in accordance with the Client's instructions, infringes a third party's rights or breaches any law or regulatory code.
4.4 The Company is not responsible for checking the accuracy, legality, compliance or rights status of the Materials, and does not give editorial or compliance advice.
4.5 The Company may refuse to handle Materials which it reasonably believes to be unlawful, and may suspend the Services without liability where it does so.
4.6 Risk in physical media supplied by the Client remains with the Client throughout. The Company holds physical media as bailee and its liability for loss of or damage to such media is limited to the cost of replacement blank stock.
5. Delivery, approval and revisions
5.1 Deliverables are supplied in the formats specified in the booking confirmation. Where no format is specified, the Company supplies in the format it considers appropriate to the stated use.
5.2 Delivery takes place when the Deliverables are made available to the Client by the Company's transfer system or other agreed means. Where delivery is to a third-party platform nominated by the Client, delivery takes place on upload and the Company is not responsible for that platform's processing, transcoding or quality control.
5.3 The Client shall notify the Company of any defect or non-conformity within 5 working days of delivery. If no notice is given within that period the Deliverables are deemed approved.
5.4 The Company will correct, free of charge, any defect arising from its own error which is notified within the period in clause 5.3.
5.5 Changes arising from a change of mind, a change of edit, a revised script, a new picture version or any other matter not attributable to the Company's error are chargeable at the applicable rate. Re-versioning, re-conforming to a new picture cut, and the production of additional deliverable formats are chargeable in the same way.
5.6 Any dates given for delivery are estimates. Time is not of the essence unless the Company has expressly agreed a delivery date in writing as a condition of the booking.
6. Media retention, archive and backup
6.1 The Company will retain project sessions, Materials and Deliverables on its systems for 1 year from final delivery. After that period the Company may delete them without further notice.
6.2 The Company does not offer an archive service and gives no undertaking that any material will be recoverable after the retention period. The Client is responsible for taking and keeping its own copies of the Deliverables and of any Materials it may need again.
6.3 Where the Client requires longer-term retention, this must be agreed in writing in advance and is chargeable.
6.4 Retrieval, restoration or re-delivery of material after final delivery is chargeable at the applicable rate, subject to a minimum of one hour.
6.5 The Company takes reasonable care to maintain backups during a project but does not warrant against data loss, and clause 10 applies to any claim arising from it.
6.6 The Company may delete Materials and Deliverables at any time where an invoice remains unpaid more than 60 days after its due date.
7. Intellectual property
7.1 All intellectual property rights in the Deliverables created by the Company for the Client are assigned to the Client with effect from receipt by the Company of payment in full of all sums due under the contract. Until then the Company retains all such rights and the Client has no licence to use, broadcast, publish or otherwise exploit the Deliverables.
7.2 The Company retains ownership of, and nothing in these Terms transfers, its own pre-existing and generally applicable material: its software, plug-ins, scripts, macros, templates, session architectures, processing chains, presets, methods and know-how. Where any of these are embedded in or necessary to the use of a Deliverable, the Company grants the Client a non-exclusive, perpetual, worldwide licence to use them as part of that Deliverable only.
7.3 Third-party material incorporated at the Client's request — production music, sound effects libraries, sample content — is licensed to the Client on the licensor's terms, not assigned, and the Client is responsible for the scope and renewal of that licence.
7.4 The Company asserts its moral rights. The Client shall accord the Company an appropriate on-screen or in-programme credit in the form "Sound by Twoears Post" where the production carries credits of that kind, and failure to do so is a breach of contract but does not entitle the Client to withhold payment.
7.5 The Company may refer to the Client's name and the project, and use short extracts, in its own showreel, website and marketing, unless the Client notifies the Company otherwise in writing before delivery or the material is subject to an embargo or non-disclosure agreement.
8. Confidentiality and content security
8.1 Each party shall keep confidential all information of a confidential nature disclosed by the other, and shall not disclose it except to those of its personnel and subcontractors who need it to perform the contract and who are bound by equivalent obligations.
8.2 The Company treats all unreleased production material as confidential. It operates a single-occupancy facility, its systems are not shared with other clients' active projects, and it does not place Client Materials on public file-sharing services.
8.3 Where the Client requires specific content security measures — forensic or visual watermarking, encrypted delivery, restricted viewing, a named-individual access list or a particular transfer platform — these must be specified at booking and any cost is chargeable.
8.4 Where the Client requires a separate non-disclosure agreement, the Company will consider it in good faith. In the event of conflict between that agreement and these Terms on matters other than confidentiality, these Terms prevail.
8.5 The obligations in this clause survive termination for 3 years, save that they continue indefinitely in respect of material not yet released or broadcast.
8.6 Each party shall comply with applicable data protection law in respect of any personal data processed under the contract. Where the Company processes personal data on the Client's behalf it does so only on the Client's documented instructions.
9. Fees, invoicing and payment
9.1 All sums are exclusive of VAT, which is charged at the prevailing rate. The Company's VAT registration number is GB833818219.
9.2 Invoices are payable within 30 days of the invoice date. Payment is to the Company's business bank account by bank transfer. The Company does not accept payment to any individual, and does not operate under client self-billing arrangements unless agreed in writing in advance.
9.3 For bookings exceeding £5,000 or for new clients, the Company may require payment in advance or a deposit of 50 per cent before work begins.
9.4 Payment is not conditional on the Client being paid by any third party, and the Company does not accept pay-when-paid or pay-if-paid arrangements.
9.5 Where an invoice is not paid when due, the Company is entitled to interest and to fixed sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998, together with its reasonable costs of recovering the debt.
9.6 The Company may suspend the Services and withhold Deliverables while any sum is overdue, and may apply a lien over Materials and Deliverables in its possession until payment in full.
9.7 The Client may not set off, deduct or withhold any sum against any amount owed to the Company.
9.8 Where the Client's internal processes require a purchase order number, the Client shall provide it before work begins. Absence of a purchase order number does not relieve the Client of its obligation to pay.
10. Liability, warranties and insurance
10.1 The Company warrants that it will perform the Services with reasonable care and skill. All other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.2 The Company is not liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: loss of profit; loss of revenue; loss of anticipated savings; loss of business, contracts or opportunity; loss of goodwill or reputation; loss of or corruption of data; the cost of re-shooting, re-recording or re-editing; wasted production expenditure; broadcast or transmission losses; or any indirect or consequential loss.
10.3 The Company's total liability in respect of all claims arising under or in connection with a contract is limited to the lower of the charges paid by the Client under that contract and £25,000.
10.4 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited.
10.5 No claim may be brought unless notified to the Company in writing within 6 months of the date on which the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.
10.6 The Client is responsible for insuring its production, including against the consequences of delay, error or data loss. The Company's insurance is not production insurance and the Client shall not rely on it.
10.7 The Company maintains public and product liability insurance of £5 million, and will supply certificates on request.
10.8 The Client acknowledges that the limits in this clause are reasonable having regard to the level of the Company's charges and the availability of insurance to each party.
11. Status of the parties
11.1 The Company supplies the Services as an independent contractor, from its own premises, using its own equipment and at its own risk. Nothing in the contract creates a relationship of employer and employee, employer and worker, agency, partnership or joint venture between the Company or any of its personnel and the Client.
11.2 The Client contracts with the Company, not with any individual. The Company is not obliged to provide the services of any particular person and may allocate, substitute or subcontract personnel at its discretion, subject to clause 8.
11.3 The Company is responsible for the payment of all tax, National Insurance and other contributions in respect of its personnel, and for its own insurance, equipment, training and overheads.
11.4 The Company's personnel are not subject to the Client's direction as to how the Services are performed, do not work to the Client's working hours or holiday arrangements, and are not integrated into the Client's organisation.
11.5 The Client shall engage the Company through its supplier, vendor or accounts payable process. The Company does not complete freelancer, crew or contingent-worker onboarding, and does not supply the personal data of individuals — including dates of birth, National Insurance numbers, photographs or personal bank details — for that purpose.
11.6 Where the Client is required by law to make a determination as to the Company's status, it shall do so on the basis of the arrangements actually in place and shall provide the determination and its reasons to the Company in writing.
12. General
12.1 Force majeure. Neither party is liable for failure or delay caused by an event beyond its reasonable control, including power failure, loss of internet or telecommunications connectivity, failure of a third-party platform or service, fire, flood, epidemic, industrial action or act of government. Where equipment failure prevents a booked Session proceeding, the Company will reschedule at no charge and its liability is limited to that rescheduling.
12.2 Termination. Either party may terminate immediately on written notice if the other commits a material breach which is not remedied within 14 days of notice, or becomes insolvent. The Company may terminate on 14 days' notice if the Client's instructions change the nature or scale of the work materially. On termination the Client shall pay for all work done and all costs committed up to the date of termination.
12.3 Subcontracting and assignment. The Company may subcontract any part of the Services, remaining responsible for their performance. The Client may not assign or transfer the contract without the Company's written consent.
12.4 Entire agreement. The contract, comprising the booking confirmation and these Terms, is the entire agreement between the parties and supersedes all prior discussions, quotations and representations. Neither party relies on any statement not set out in it, save that nothing excludes liability for fraudulent misrepresentation.
12.5 Variation. No variation has effect unless agreed in writing by the Company.
12.6 Waiver. A failure or delay in enforcing a right is not a waiver of it.
12.7 Severance. If any provision is held unenforceable, the remainder continues in force and the provision is modified to the minimum extent necessary to make it enforceable.
12.8 Third parties. No person other than the parties has any right to enforce the contract under the Contracts (Rights of Third Parties) Act 1999.
12.9 Notices. Notices must be in writing and sent to the addresses in the booking confirmation; email is sufficient.
12.10 Governing law. The contract and any dispute arising from it are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Company details
Two Ears Ltd, trading as Twoears Post | SOUND. Registered in England and Wales, company number 04420838. Registered office: 23 Warren Avenue, Richmond TW10 5DZ. VAT registration number GB833818219.