Terms and Conditions for Voice Artists wishing to produce audio books with Prospero Media Ltd.

By offering his or her services as a Voice Artist to Prospero Media Ltd, the Voice Artist is agreeing to the following terms and conditions. Prospero Media Ltd reserves the right to amend, remove or add to any or all of these terms and conditions without notice.

1. Warranty and indemnity
(a)    Prospero will, at its own discretion, offer material to The Voice Artist for The Voice Artist to record, edit and complete as a finished audio book recording, and send to Prospero for distribution.
(b)    The recordings provided by The Voice Artist must meet professional standards of quality in terms of performance and editing. If The Voice Artist is in any doubt about what these standards are The Voice Artist should contact Prospero for clarification before undergoing any work.
(c)    Should The Voice Artist wish to supply their own materials for the purpose of producing audio books then a supplemental agreement may be entered into.
(d)    The Voice Artist is under no obligation to offer recordings to Prospero for distribution. Prospero is under no obligation to accept recordings offered to it for distribution.

2. Term and territory
(a)    Any Audiobook content provided by way of sub-license or any similar such agreement by Prospero to The Voice Artist for recording, and for which the duty of paying royalties to the copyright owner remains with Prospero or its partners or successors, will remain in perpetuity under the control of Prospero provided that all appropriate payments continue to be made to The Voice Artist. If this arrangement should outlive this agreement, the terms of this agreement will nevertheless continue to apply to any such content.
(b)    Prospero will make no charges to The Voice Artist for the conversion and uploading of Audiobooks.
(c)    Prospero retains exclusive distribution rights on all materials it offers to The Voice Artist.

Production of Audiobook files
3. The Voice Artist undertakes to:
(a)    Record, edit, add rights-free music (where appropriate), save as file types and formats stipulated by Prospero, and supply to Prospero titles agreed for recording and distribution between The Voice Artist and Prospero.
(b)    Agree a deadline within which to produce an audio book from a given piece of material. Should this deadline pass without The Voice Artist having supplied Prospero with the finished audio book to a sufficiently high standard then Prospero retains the right to withdraw the material from The Voice Artist.

4. Prospero undertakes to:
(a)    Convert The Voice Artist’s source files into files of the right format and size, and adjusting the compression levels to create an Audiobook suitable for sale on CD and as an electronic download, although Prospero reserves the right not to release a CD edition if it considers such a release to be non-viable commercially.
(b)    Pay for any direct subscription costs associated with any Audiobook websites that are not related to specific Audiobooks or Audiobook sales. However, Prospero reserves the right to choose which websites shall sell The Voice Artist’s Audiobooks and may withdraw any or all of The Voice Artist’s titles from a website at any time without notice if the costs of selling via that website become non-viable in Prospero’s opinion.
(c)    Do its best to deal with any technical problems that arise, but if the conversion of an Audiobook from files supplied by The Voice Artist is in Prospero’s opinion not possible Prospero shall not be obliged to convert that title. In such circumstances Prospero shall inform The Voice Artist and request alternative files, and if no solution can be found then the failure to convert and upload such files shall not constitute a breach of this agreement.
(d)    Repair any errors or omissions made by Prospero in the creation, uploading and registering of The Voice Artist’s Audiobooks within 30 days of receiving written notice of such errors from The Voice Artist. Prospero shall not be held liable for any loss or damages arising as a result of any such errors or omissions.

5. Payments
(a)    Prospero will e-mail The Voice Artist a statement of money received from sales during the previous calendar quarter, and will pay The Voice Artist by Internet bank transfer (if The Voice Artist has a UK bank account – cheques may be sent in the case of overseas accounts) on the dates specified in clause 5(f).
(b)    Income from Audiobook download sales is split 50/50 with The Voice Artist. Income is defined as the sum that is actually paid into Prospero’s bank account by the third party retailers, publishers or other entities acting with or on behalf of Prospero, on account of Audiobook sales made. Income from Audiobook CD sales is split 50/50 after a £1.00 per unit deduction from net income for manufacturing costs, distribution costs and sales commissions. For content sub-licensed to The Voice Artist and for which Prospero or its partner companies has to pay a royalty to the copyright owner, income from Audiobook download sales is split 50/50 with The Voice Artist after any such royalties have been paid, and income from Audiobook CD sales is split 50/50 after both the royalty and the £1.00 per unit deduction have been made.
(c)    If a third party website, publisher or other partner involved in the sales and distribution process make any deductions before paying out money from sales, Prospero will only be liable to pay to The Voice Artist 50% of the amount it actually receives. Such deductions include but are not limited to one-off per title fees charged by a third party website and taken from earnings before being paid to Prospero and withholding tax.
(d)    Where Prospero receives payment in US$ or other non-UK currency, the exchange rate prevailing when the money is converted by Prospero will be that which is applied to The Voice Artist’s statement.
(e)    Prospero reserves the right to charge VAT where applicable and will deduct any such amounts from the payments to The Voice Artist.
(f)    Payments will be made to The Voice Artist 4 times a year, on or before the following dates:
31st July (for monies received in the period 1st January to 31st March)
31st October (for monies received in the period 1st April to 30th June)
31st January (for monies received in the period 1st July to 30th September)
30th April (for monies received in the period 1st October to 31st December)
(g)    If, for reasons beyond its control, Prospero is not paid on time for Audiobooks sold, they will not be liable to The Voice Artist until that money is received by them. Prospero will, however, do their best to obtain prompt payment in all cases.
(h)    The Voice Artist may, at its own cost, once every 12 months during the term of this agreement, on giving Prospero reasonable notice in writing, audit the accounts of Prospero’s Audiobook sales. Any such audit must be conducted during Prospero’s normal business hours and at the location where the relevant books of account are kept. If the audit demonstrates that there has been an underpayment to The Voice Artist of more than 10% Prospero must pay the reasonable costs of the audit.

6. Rights and Obligations
The rights and obligations of the agreement shall be assignable to and be binding upon the respective successors and assignees of the said parties, but neither party shall assign benefit of this agreement without the written consent of the other, such consent not to be unreasonably withheld, provided, however, that Prospero may, without the written consent of The Voice Artist, transfer this agreement or any of its rights or obligations to its parent company, subsidiaries, affiliates or successors.

7. Termination
(a)    Prospero reserves the right to terminate the agreement with The Voice Artist with 3 months notice if in Prospero’s opinion it is not cost effective to continue the distribution service.
(b)    If either party fails to fulfill its obligations under this agreement, the other party may request the party at fault to rectify the situation, and if this is not done within three months the agreement will automatically become void.

8. Disclaimer
(a)    In no event shall Prospero be liable for any direct, indirect or consequential damages or loss of income or profits resulting from the use or misuse of The Voice Artist’s Audiobooks by third parties or from the failure of an Audiobook website to provide normal service.
(b)    In no event shall Prospero be liable for any direct, indirect or consequential damages or loss of income or profits resulting from loss of data or Audiobook files by Prospero.
(c)    The digital rights management systems used to protect Audiobooks are the products of third party companies and any failure of any such digital rights management system to protect The Voice Artist’s intellectual property shall not hold Prospero liable for any damages.
(d)    Any delay or failure of Prospero or The Voice Artist to fulfil its obligations under this agreement shall not be deemed a violation of the agreement if the delay or failure is caused by an event beyond the reasonable control of the non-performing party. This includes but is not limited to the failure of a third party website promptly to put an Audiobook on sale on its site having received all necessary files and information from Prospero and the failure of a third party promptly to remove a title from sale have been instructed by Prospero to do so.
(e)    Some Audiobook websites require that a small portion of the Audiobook be available for free listening for browsing customers. Any sections made available for free listening shall not be interpreted as a violation of The Voice Artist’s copyright or intellectual property.

9. Confidentiality
Both parties agree not to disclose to any third parties any confidential information received from the other and agree not to use any confidential information received for any purpose other than for carrying out the obligations and duties of this agreement.

10. Arbitration
Any unresolved dispute shall be submitted to arbitration by an appropriate arbitrator, and the findings shall be binding upon both parties.

11. Jurisdiction
This agreement shall be governed by the laws of England and Wales.