Terms & Conditions

Table of Contents

Part A · Engagement & Conduct

• 1. Booking, Deposit & Expenses
• 2. Lateness, Rescheduling & Cancellation
• 3. Sessions & Conduct
• 4. Termination

Part B · The Work

• 5. Project Scope & Deliverables
• 6. Revisions, Review & Alternate Versions
• 7. Inherited Productions & External Completion
• 8. Payment & Release

Part C · Rights & General

• 9. Creative Control & Approvals
• 10. Intellectual Property & Clearances
• 11. Royalties, Credits & Accounting
• 12. General Provisions

Part D · Artist Development Retainers

• 13. Artist Development Retainers

1. Booking, Deposit & Expenses

1.1 Deposit: A non-refundable deposit of 25% of the total estimated project fee secures studio dates and initiates pre-production (for mixing and mastering engagements, §8.4 applies instead). Until it clears in full, all scheduled dates remain provisional and may be released to other clients at the Studio's discretion.

1.2 Scope Acceptance & Applicability: Receipt of the deposit constitutes acceptance of the project brief, reference tracks, and these Terms, which apply to all services rendered by the Studio — Writing & Songwriting Sessions, Creative Pre-Production, Production, Mixing, Mastering, and Artist Development Retainers.

1.3 Out-of-Pocket Expenses: All third-party costs — session musicians, guest vocalists, external programmers, mastering engineers, instrument/equipment hire, and external studio rentals — are excluded from the base fee and billed to the Client at cost, subject to the Client's prior written approval.

2. Lateness, Rescheduling & Cancellation

2.1 Lateness & Attendance: Start times are firm; a session still concludes at its scheduled end time and the Studio need not extend or make up lost time. If the Client is more than one (1) hour late without prior written notice, the session is deemed cancelled by the Client, the day is forfeited, and the short-notice fee (§2.3) applies to rebook.

2.2 Rescheduling: The Client must give at least 48 hours' written notice to reschedule a booked session. One (1) free reschedule is granted where such notice is given; each subsequent request is treated as a new booking and carries a £75.00 rescheduling fee.

2.3 Short-Notice Cancellation: Cancellation or rescheduling within 48 hours of the session start forfeits that session day. Because the deposit is paid for project scope and not allocated per day, a flat session-forfeiture fee of £125.00 (covering studio overheads and lost capacity) is charged and payable before the session can be rebooked.

2.4 Studio Cancellation: If the Studio must cancel or reschedule, it will give as much notice as possible and reschedule at the Client's earliest reasonable opportunity; the Agreed Delivery Date (§5.10) extends by the resulting delay, and no fee or credit is due either way. If the Studio cannot reschedule within fourteen (14) days, the Client may terminate and receive a full refund of any deposit paid for uncompleted work.

2.5 Effect on the Delivery Date: Any rescheduling or cancellation of a session moves the Agreed Delivery Date (§5.10). Where the Client reschedules or cancels, the session is re-slotted into the Studio's next available capacity and the Agreed Delivery Date extends by the resulting delay, which may exceed the length of the original gap where the Studio's schedule is already booked. The Studio is not liable for any missed release, distributor, or promotional deadline resulting from rescheduling or cancellation. This shift affects delivery timing only, and does not entitle the Client to withhold the final balance by prolonging the project (§8.3).

3. Sessions & Conduct

3.1 Studio Hours: Sessions run within agreed operational hours and include reasonable short breaks within those hours; Client-requested overtime is billed at day-rate increments. Meals, refreshments, and personal expenses are each party's own, and the Studio does not provide catering.

3.2 Conduct, Alcohol & Illegal Substances: The Studio is a professional working environment. Illegal drugs and substances are not permitted on the premises at any time, and no person may attend a session while intoxicated or under the influence of alcohol or drugs to a degree that affects the session or the safety, comfort, or work of others. Drunken, aggressive, or disruptive behaviour will not be tolerated. The Studio may suspend or end a session immediately, and require any person to leave, where this clause is breached; a session ended on this basis is treated as a cancellation by the Client under §2.3, so the session day is forfeited and the deposit is non-refundable, and serious or repeated breaches are grounds for termination for cause under §4.2. The Client is responsible for the conduct of its Artists and guests.

3.3 Photography, Filming & Promotional Content: Photography, filming, and recording in the Studio are managed as follows:

• (a) any capture by the Client, Artist, or their guests (including a photographer or videographer) must be agreed with the Studio in advance, must not disrupt the session or the Studio's work, and the Studio may restrict, pause, or stop it; the Studio may require a third-party photographer or videographer to be booked as an attendee and to keep clear of working areas;
• (b) no capture may include the Studio's confidential methods or equipment set-ups, other clients' work, or any unreleased third-party material;
• (c) the Studio may capture behind-the-scenes photos, video, and audio of a session for its own portfolio and promotion, but any use of an Artist's name, image, likeness, or performance in Studio promotion requires the Artist's prior consent, and unreleased music will not be published before its release without consent; and
• (d) where the Client or Artist publishes content identifying the Studio, the Studio is credited appropriately; and
• (e) this clause governs capture that is incidental or promotional; where filming or visual capture is itself a commissioned deliverable of the engagement, it is governed by the Live Sessions clause (§5.4) and not by this clause.

3.4 Guests & Attendees: The Artist may bring reasonable personal guests to a session with the Studio's prior agreement, and a guest attends as an observer only:

• (a) the Studio may limit the number of guests, and may ask any guest to leave, where they disrupt the session, attempt to direct the work, or affect the safety or comfort of those present;
• (b) guests have no creative authority and give no binding feedback or direction; only the designated approver (§9.2) may do so; and
• (c) time lost to guest disruption is chargeable studio time and does not extend the Agreed Delivery Date (§5.10), deliverables, or included revisions.

3.5 Minors & Accompanied Sessions: Where an Artist or other participant is under eighteen (18):

• (a) they must be accompanied at all times by a parent or legal guardian, who must remain present for the duration of each session;
• (b) the parent or legal guardian enters into and is bound by these Terms on the minor's behalf, is personally responsible for all fees and obligations under the booking, and gives the consents and approvals required under these Terms — including any Session Release Form, Split Sheet, and consent to the recording and commercial use of the minor's performance, name, image, and likeness;
• (c) the parent or legal guardian is responsible for supervising the minor and for the minor's conduct and wellbeing while at the Studio; the Studio provides creative, production, and technical services only and is not a childcare, supervisory, or safeguarding service, but maintains a professional and appropriate working environment; and
• (d) nothing in these Terms excludes or limits any duty or liability owed in respect of a minor that cannot lawfully be excluded.

3.6 Pets at the Studio: Well-behaved pets are welcome at the Studio by prior arrangement. The owner must keep the animal supervised and under control at all times and is responsible for any damage, loss, cleaning, or injury it causes, including damage to cables, instruments, equipment, or furnishings, and any fouling or mess. The owner will meet the reasonable cost of any repair, replacement, or cleaning required and indemnifies the Studio against any related third-party claim. The Studio may refuse, or ask for the removal of, any animal that disrupts a session, damages property, or affects the safety or comfort of others.

3.7 Scope of Service & Wellbeing: The Studio provides creative, production, and technical services only, and does not provide, and does not hold itself out as qualified to provide, any counselling, pastoral, therapeutic, medical, or mental-health service. Accordingly:

• (a) sessions are creative working sessions, booked and billed as studio time; personal or emotional material shared as part of the creative process does not alter their nature, and nothing said or done in a session constitutes clinical, psychological, or medical advice;
• (b) the Studio owes no duty of care of the kind owed by a qualified healthcare or mental-health professional;
• (c) the Studio may, at its discretion, refocus a session on its booked scope or suggest that a person seek appropriate qualified support, but is under no obligation to provide, arrange, or undertake any particular course of action. Time spent remains chargeable at the agreed rate and does not extend the Agreed Delivery Date (§5.10), deliverables, or included revisions;
• (d) the Artist's personal and career decisions, including any decision to pause, continue, or withdraw from a project, release, or music career, rest with the Client and the Artist; the Studio is not responsible or liable for those decisions or their consequences, and no label, manager, or other party engaging or representing the Client may bring any claim against the Studio in respect of these matters beyond one the Client itself could bring under these Terms;
• (e) personal or biographical material an Artist shares as creative input is provided so that it may be written about, produced, and released, and is not received or held by the Studio as confidential personal information or in any counselling, pastoral, or advisory capacity; the Studio is not a confidant, counsellor, or support service and owes no duty of confidence in respect of such material, though it may still raise a concern or make a disclosure where it reasonably believes a person is at risk of serious harm or where the law requires (the separate commercial confidentiality of unreleased recordings, artwork, and agreement terms under §12.1 is unaffected);
• (f) the Studio provides creative, production, and technical services, and is under no obligation to disclose or draw on its own personal life, relationships, or private experiences as creative or lyrical material; declining to do so is not a failure to perform the service; and
• (g) nothing in this clause excludes or limits liability for death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded.

4. Termination

4.1 For Convenience: For single-track projects, either party may terminate on written notice. On Client termination the deposit is non-refundable and work to date is billed pro-rata. Recurring retainers (Artist Development) require thirty (30) days' written notice.

4.2 For Cause: The Studio may terminate immediately on written notice if the Client (a) fails to pay any invoice within fourteen (14) days of its due date, (b) breaches any material term, or (c) engages in abusive, harassing, or unprofessional conduct toward Studio personnel.

4.3 Creative Impasse or Substandard Performance: If the Artist's performance fails professional standards (e.g., persistent inability to sing or play in key/time), or the Artist refuses reasonable creative and technical direction to the point of impasse, the Studio may terminate immediately on written notice. On such termination the deposit remains non-refundable, work to date (including pre-production and studio hours) is billed pro-rata, the Studio is released from all delivery obligations, and all rights in any work-in-progress recordings remain vested in the Studio.

4.4 Freedom of Expression & Objectionable Content: The Studio's work is itself a form of creative expression, and the Studio cannot be compelled to express, or to lend its craft, name, and voice to, a message it objects to. On that basis the Studio may decline, or terminate at any time on written notice, any project whose content is unlawful, hateful, harassing, or discriminatory, that incites violence or hatred, or that the Studio in good conscience does not wish to be associated with. Any such decision rests on the Studio's own freedom of expression and its objection to the content or message of the work, and never on any protected characteristic of the Client or Artist; nothing in these Terms permits the Studio to discriminate contrary to the Equality Act 2010. On termination under this clause the deposit remains non-refundable, work to date is billed pro-rata, and the Studio is released from all further obligations.

4.5 Your Right to Cancel (Consumers): If the Client is a consumer (an individual acting for purposes wholly or mainly outside their trade, business, craft or profession) and books online, the Client may cancel within fourteen (14) days of booking, without giving a reason, by telling the Studio at mattristmusic@gmail.com. If the Client asked the Studio to start work within that period, the Client pays for the work done up to the time they cancel, in proportion to the whole engagement; the rest is refunded within fourteen (14) days to the original payment method. The right to cancel ends once the service is fully performed, which is when the final mix is delivered. Where this clause applies, it prevails over any provision of these Terms that makes a payment non-refundable. It does not apply to business clients, and it does not affect the Client's statutory rights.

5. Project Scope & Deliverables

5.1 Proposal & Scope: The proposal (or quote) is the instrument that defines and locks the scope of a project: its format, track list, deliverables, and fee, the project brief and reference tracks, and the Agreed Delivery Date (§5.10). Where elements of the arrangement or direction are left open at booking, they are developed during pre-production and the proposal is updated to capture them; the updated proposal must be signed off by the Artist (or the duly-authorised creative approver under §9.2) and any co-producer before studio tracking begins, and that sign-off locks the scope. Once locked, the scope is fixed for the agreed fee, and any material change is handled as an out-of-scope request or creative pivot (§6.2); the production-freeze gate (§8.2) locks the arrangement again once tracking is complete. Authority to give binding sign-off, and the treatment of a principal who was absent and later disagrees, are dealt with in §9.2. The clauses that follow describe the forms an engagement can take (a record production and its formats, or a writing, live, screen, or co-production engagement), how the work is developed, produced, and resourced, and the deliverables and delivery that complete it.

5.2 Record Productions & Formats: A record production is the Studio's core engagement; these Terms scale to its format, which is fixed in the proposal:

• (a) a Single is a project for one track; an EP is a project for two to six tracks; an Album is a project for seven or more tracks; the format and track list are set in the proposal;
• (b) work is priced per track or as a package, as stated in the proposal; a per-track rate quoted for a Single does not set the rate for an EP or Album, and any package rate offered for a multi-track project assumes the full body of work;
• (c) the 25% / 25% / 25% / 25% milestone schedule (§8.1) applies to a Single as a whole; for an EP or Album the booking, pre-production, production, and post-production gates may recur per track or per agreed batch or phase, as set in the proposal;
• (d) tracks on a multi-track project may be delivered progressively, track by track or in batches, each passing the same review, QC, and payment gates;
• (e) adding or removing tracks changes the scope and is re-quoted; the Studio's song-selection and creative-control rights (§9.1, §9.2) apply across the whole body of work; and
• (f) if a multi-track project is ended early under §4, fees for tracks completed or in progress remain payable pro-rata, and any package discount given for the full EP or Album may be adjusted to the per-track rate for the tracks actually delivered.

5.3 Writing Sessions & Demos: A Writing Session is a session-based engagement to write and demo new material, and is treated separately from the production formats in §5.2:

• (a) it is priced per session or per day, and does not follow the 25% / 25% / 25% / 25% production milestone schedule (§8.1);
• (b) its deliverable is a writing demo (a rough work recording) together with a lyric and split sheet, not release-ready masters or stems;
• (c) songwriting contributions and splits are agreed and documented at the session and handled under §11.4;
• (d) taking a demo forward into a finished, released recording is a separate production project (a Single, EP, or Album under §5.2), quoted separately, and the writing demo is a work recording and is not a release master;
• (e) where a song written in a Writing Session is to be commercially produced or recorded for release, the Studio has a first option to produce it: before engaging another producer for that song, the Client or Artist will offer the production to the Studio and allow fourteen (14) days to accept, on the terms offered or on terms matching any bona fide third-party offer; if the Studio declines or does not respond within that period, the Client is free to have the song produced elsewhere; this option lasts twelve (12) months from the session and does not oblige the Client to record the song at all; and
• (f) the writing demo is a reference recording, and its multitrack and stems are the Studio's property and are not released; the Client receives a reference bounce (for example, an MP3 or WAV) only, and stems are made available only where the Client engages the Studio to produce the song or by separate written agreement and licence; the Client's ownership of its share of the composition (§11.4) does not entitle it to the Studio's demo production, arrangement, or stems, which remain the Studio's intellectual property (see also §7.5).

5.4 Live Sessions: A Live Session is a live-recorded performance, usually filmed at the same time, captured for release or as content (in the same frame as the Studio's label-content work); the following apply:

• (a) Recording methodology: the Studio determines the recording and capture method. Its standard approach is to record the audio as the primary live take first and to have the visuals recorded or performed to that take, so that the audio remains a genuine live performance and the picture is synchronised to it; the Studio may adopt another method where a project calls for it, but is not required to work in a way that, in its reasonable professional judgement, compromises the audio result (§9.2, §9.3);
• (b) Visuals and video crew: visual capture may be provided by the Studio or by a third party. Where a third party provides it, the video crew is the Client's responsibility for booking, cost, and direction (billed under §1.3 where the Studio arranges it), and the Studio's responsibility is limited to the audio and to supplying reasonable synchronisation references (such as timecode, a clap or 2-pop, and a synced audio bounce); the Studio is not responsible for the quality or delivery of third-party video;
• (c) Deliverables and rights: the Studio delivers the mixed and mastered live audio together with sync-ready audio for picture; deliverables otherwise follow §5.9, and the fee, buyout, and any royalties or retained rights are set out in the heads of terms for each project;
• (d) Incidental capture: photography and filming that is incidental or promotional, rather than the commissioned deliverable, remains governed by §3.3; and
• (e) Pre-recorded live material: where the Client brings an already-recorded live performance (for example, a live album) to be mixed, edited, or finished, that is an Inherited Production (§7) and not a Live Session, because the Studio did not capture the performance.

5.5 Film, Television & Media Audio: Where the Studio is engaged to create audio for screen (original score or soundtrack, sound design, dialogue and ADR editing, sound effects, and foley), the following apply alongside the general scope and delivery terms above:

• (a) Commission and rights: screen work is a commissioned work-for-hire. The fee, the extent of any buyout, and any royalties or rights the Studio retains (such as the writer's share of performance royalties, PRS or equivalent, collected via a cue sheet the production files with the broadcaster) are set out in the heads of terms for each project; foley, sound design, and sound effects carry no royalty. Intellectual property vests under §10.1 on the terms so agreed;
• (b) Locked picture and conform: audio is created and synchronised to a locked picture at a single agreed frame rate and timecode standard (including drop or non-drop), stated in the heads of terms. Any change of picture after lock (a re-edit, added or removed frames, or delivery of a version at a different frame rate) requires the audio to be re-conformed and re-synchronised, which is out-of-scope work billed at the Studio's standard rate (§6.2) and extends the Agreed Delivery Date (§5.10); the Client supplies picture with burnt-in timecode and a common sync reference (such as a 2-pop);
• (c) Deliverables and specification: the delivered package and its technical specification (frame rate and timecode standard, broadcast loudness such as EBU R128 / -23 LUFS, stems, a Music & Effects (M&E) mix where required, and file formats) are confirmed in the heads of terms and otherwise follow §5.9; and
• (d) Credit: screen credit ("Music by," "Sound Design by," or "Re-recording Mixer," as applicable) is confirmed in the heads of terms and protected under §11.5.

5.6 Co-Production Engagements: Where the Studio is engaged as a co-producer from the outset (with the Artist, another producer, or at a label's request), the following apply:

• (a) Roles: the engagement must define each producer's role in writing before work begins, including who leads and drives the DAW session, who is responsible for the technical delivery of the final files, and how the work is divided; absent that definition, the Studio is not responsible for another producer's parts, delivery, or session management;
• (b) No dilution of fees or shares: the Studio's agreed fee and producer share (points or percentage) are fixed at the outset and are not reduced, diluted, or shared out by the involvement or later addition of any other producer; a co-producer's share is met from the overall producer allocation as separately negotiated, not from the Studio's;
• (c) Creative control: the Studio retains creative and technical authority over its own contribution (§9) and is not overridden on its craft; where creative control is shared, the division is agreed at the outset; and
• (d) Credit: co-production credit is allocated under §11.5 and agreed at the outset, not adjusted after the fact; and
• (e) External completion: where a co-produced project is instead taken to a third party to complete, that is external completion, and §7.5 (file transfer, non-imitation of the Studio's work, and credit retention) applies alongside this clause.

5.7 Session Players, Ensembles & Orchestral Arrangement: Live ensembles and specialist arrangements (such as a choir, string section or orchestra, brass or horn section, or full orchestral arrangement) are not included in the base fee. Where a project calls for them:

• (a) they are performed by live session players or ensembles, booked and billed as out-of-pocket expenses (§1.3), or, where the Studio considers the result will meet release standard, realised with high-quality sampled instruments at the Studio's discretion;
• (b) orchestral or ensemble arrangement (scoring, orchestration, or writing parts for multiple players) is a distinct creative service, scoped and quoted separately as out-of-scope work (§6); and
• (c) the Studio is not required to imitate a live ensemble with sample libraries where, in its reasonable professional judgement, the result would fall below release standard or is something it is unwilling to attach its name to (§9.3).

5.8 Original Source Material & AI-Generated Audio: All deliverables must be built from original source material:

• (a) the stems and masters the Studio delivers are produced from original performances, programming, and sound design, and do not incorporate AI-generated audio (for example from Suno or comparable generative tools) as source material;
• (b) AI-generated audio may be used only as a disposable pre-production reference (for example, to test a genre, arrangement, or instrument combination), and is never carried into the delivered stems or masters;
• (c) where a Client brings AI-generated audio to be finished, refined, or mixed, it is treated as an Inherited Production (§7), and because such audio is typically low-fidelity and not cleanly stem-separable, the Studio may decline to work from it and instead re-produce the material from original source, quoted as production rather than mix work; and
• (d) the Client warrants that source material it supplies is original or properly licensed, and not AI-generated where that would compromise the ownership, clearance, or quality of the release (see also §5.9 and §10.3).

5.9 Deliverables & Mastering: The delivered release package comprises the following (raw multitracks and DAW session files are working assets, not deliverables, and remain the Studio's property under §7.5):

• (a) Mixes: the base fee covers the Main Mix, Instrumental Mix, and Acappella Mix;
• (b) Mastering: whether the engagement includes mastering, and by whom, is set in the proposal; where mastering is included the Studio delivers the final master, and where the master is produced elsewhere the Studio delivers mix-ready files; in all cases the final mix must be professionally mastered before commercial release, and the master is subject to the Studio's quality control and approval (§9.3);
• (c) Included alternate edits: a Clean/Censored Version, Radio Edit, and TV Track are included at no extra charge provided they are requested during the active mixing phase; the same edits requested after delivery are treated as post-delivery requests (§6.2(c));
• (d) File format: final files are WAV to professional standard: master files at 24-bit and the project sample rate (44.1 kHz or 48 kHz as standard, up to 96 kHz on request), a 16-bit / 44.1 kHz version for distribution, and an MP3 reference;
• (e) Stems: where included or agreed, stems are consolidated, aligned to bar 1 / timecode zero, and delivered at 24-bit or 32-bit float at the project sample rate; and
• (f) Specification: the Studio's standard delivery specification, and any variation, is confirmed in the proposal.

5.10 Agreed Delivery Date & Schedule Compliance: The proposal specifies an Agreed Delivery Date for final masters, strictly conditional on the Client meeting the reciprocal 72-hour loop (§6.1(b)) for assets, feedback, and approvals. Any Client-side delay extends the Agreed Delivery Date by the duration of the delay plus a 48-hour buffer. The Studio is not liable for missed release dates, distributor deadlines, or promotional windows resulting from Client-caused extensions.

6. Revisions, Review & Alternate Versions

6.1 Revisions & Review: Included revisions and the review cycle work as follows:

• (a) Revisions: revisions cover polishing, balance adjustments, minor EQ or compression tweaks, vocal-tuning adjustments, and minor arrangement edits (for example, muting or unmuting existing parts, or shifting sections) within the original pre-production brief and reference tracks;
• (b) Turnaround and review window: both parties work to a reciprocal 72-hour turnaround: the Studio delivers drafts and revisions within 72 hours of feedback, and the Client's designated approver (§9.2(b)) returns consolidated feedback within 72 hours of delivery, failing which the current draft is deemed approved and the project proceeds; the review phase is capped at fourteen (14) calendar days from first-draft delivery, after which the project is deemed complete and the final balance is invoiced (unless delays were Studio-caused); consumer-playback issues (for example, car or phone speakers) must be raised as consolidated, actionable feedback (such as "vocal too loud in car" or "low end muddy on phone," not "it doesn't feel right") and are handled within this loop; and
• (c) Live review sign-off: decisions agreed and implemented during a live review session (in person, or remotely via high-quality real-time streaming such as Audiomovers or Zoom) are deemed accepted and approved, and later requests to change elements approved in that session are treated as out-of-scope and billed separately.

6.2 Out-of-Scope Requests: Requests beyond the agreed brief and included revisions are handled as follows:

• (a) Pivots (re-production): a Pivot is any request that materially changes the track's direction after production has commenced (changing the agreed references, changing the key or tempo, re-recording primary vocal or instrumental parts in a different genre or style, or replacing more than 30% of production elements); on a Pivot the Studio halts the current project, bills pro-rata for work completed, and credits the remaining original fee toward a new proposal reflecting the updated direction;
• (b) Alternate versions: any version requiring new instrumentation, new recordings, vocal re-comping, or a separate arrangement (such as an acoustic or stripped version, or a remix) is a separate production, not a revision, and is quoted anew (a standard 15% discount on the production fee may apply if reusing the original project's vocal recordings); and
• (c) Post-delivery requests: clean versions, radio edits, or TV tracks requested after final masters are delivered and the project has closed are treated as a new project and billed at 25% of the original project fee per version, covering session re-setup and fresh QC.

6.3 Overrun Fees: Delay beyond the Agreed Delivery Date (including valid §5.10 extensions) caused by Client delay, inactivity, or out-of-scope requests incurs a Project Overrun Fee of 10% of the total project fee per week, covering reserved studio capacity and session recall. All accrued overrun fees are payable in full before final masters or stems are released.

7. Inherited Productions & External Completion

This section governs productions that cross the Studio's boundary with third parties — work brought in to be finished or mixed (§7.1–§7.4) and work taken out to be completed elsewhere (§7.5).

7.1 Definition: An "Inherited Production" is any project where the Client brings an existing self-produced track, artist demo, or third-party producer session to be finished, refined, additionally produced ("add prod"), or mixed. Where the inherited material is AI-generated (for example from Suno or comparable tools), §5.8 (Original Source Material & AI-Generated Audio) also applies, and the Studio may decline to work from it and instead re-produce from original source.

7.2 Creative Authority & Production Standards: The Studio holds final creative and technical authority over production and mixing. Where the Client insists on retaining rough demo elements, mix flaws, or placeholder arrangements that fall below professional release standards, against the Studio's reasonable production guidance, the Studio will issue a Production Standards Notice. If consensus is not reached within seven (7) days, either party may invoke §4.3 (Creative Impasse); the Studio may elect to complete the track as "Mix-Only" (disclaiming Producer credit and liability) or terminate. All deposits and pro-rata fees for work completed remain non-refundable.

7.3 Scope Tiers & Reclassification (Substance Over Form): Inherited work is categorised into three tiers:

• (a) Mix-Only — sonic balancing only (EQ, compression, spatial reverb/delay, panning, level automation, master-bus prep) of locked, pre-existing client stems. Excludes new instrument tracks, drum-sound replacement, re-tracking, and structural change.
• (b) Additional Production ("Ad Prod") — enhancing a track whose composition and arrangement are already complete: drum reinforcement/layering (without replacing the core performance), transition FX and textures (risers, sweeps, sub drops, atmospheric pads, intro/outro design), vocal polish and FX (Melodyne, timing and double alignment, creative vocal FX), and complementary sub-bass or synth layers. Ad Prod must not exceed twenty percent (20%) of total multitrack elements and excludes writing new lead melodies or hooks, new song sections, key/tempo changes, or replacing primary lead instruments. Within this non-compositional boundary no publishing split is claimed; new signature motifs attract a 10%–25% co-writing publishing share alongside standard master producer points (2%–3% label / 5%–10% independent).
• (c) Finishing / Full Production — structural rearrangement, replacing more than 20% of production elements, writing new instrumental or vocal parts, chord re-harmonisation, or extensive part creation.
• (d) Substance Over Form — A project's status, and the Studio's entitlement to fees, master producer royalties, and publishing splits, is determined by the actual services rendered, not by any initial job label, deposit invoice description, or quote. If a job engaged as Mix-Only or Ad Prod crosses the §7.3(b) boundary (new melodies/hooks, structural rearrangement, re-harmonisation, or replacing more than 20% of elements), it automatically and retrospectively reclassifies as Finishing / Full Production, whereupon the Studio's full milestone fees (§8.1), master producer royalties (3%–5% label / 10%–20% independent; §11.1), and PRS composition splits (minimum 20%–50%; §11.1) become binding and enforceable. An initial "Mix" or "Add Prod" invoice, or a lower booking fee, is not a waiver of these rights. Before final un-watermarked delivery (§8.2), the Client must execute a Split Sheet registering the reclassified splits and royalties; refusal entitles the Studio to withhold delivery (§8.2) and withdraw credits (§11.5).

7.4 Asset Supply & Format Compliance: For any Inherited Production the Client must deliver clean source files before the session begins: all stems consolidated to start at Bar 1 / Beat 1; consistent 24-bit / 48 kHz or 44.1 kHz without clipping; clear descriptive labelling (e.g., Kick_Sub.wav, not DAW defaults); dry stems with separate effect buses where applicable; plus a current reference MP3 bounce. Messy, unlabelled, corrupted, misaligned, or incomplete files requiring recovery, stem-sorting, timing alignment, or session prep are billed as out-of-scope pre-production at the Studio's standard rate, or deducted from allocated tracking hours, before production commences. Production timelines and the Agreed Delivery Date (§5.10) begin only once the Studio has verified and accepted the ingested asset package.

7.5 External Completion & File Transfer: If the Client terminates a project to complete it with a third party, the Studio halts work immediately. No files, stems, or recordings are released until all fees for work completed to date are paid in full; upon full payment the Studio delivers consolidated audio stems only — raw DAW session files (e.g., Logic, Pro Tools), MIDI, and custom synth/sampler presets remain Studio intellectual property unless separately negotiated for an additional fee. The Client may not reproduce the Studio's arrangement ideas, MIDI parts, drum patterns, chord voicings, vocal-production arrangements, or sound-design elements verbatim or near-verbatim in a third-party completion (this infringes the Studio's copyright in the underlying composition/arrangement); to use or imitate them the Client must (a) obtain the Studio's written consent, (b) sign a standard songwriting split sheet registering the Studio's co-writing share, and (c) clear all outstanding invoices. If the release uses or is derived from any of the Studio's recordings, mixes, stems, or arrangements, the Client must retain the Studio's credits ("Produced by Matt Rist" and/or "Mixed by Matt Rist") across all DSPs, physical formats, and metadata. Where the Studio is a co-producer (§5.6), completion by a third party does not dilute the Studio's agreed fee, share, or credit, which remain protected under §5.6.

8. Payment & Release

8.1 Milestone Schedule (25% / 25% / 25% / 25%):

• 25% Booking Deposit: payable on booking (§1.1) to reserve dates and initiate pre-production; non-refundable.
• 25% Pre-production: invoiced on ratification of the updated proposal (§5.1), before studio tracking begins.
• 25% Production: invoiced on completion of tracking, vocal production, and edit locking, before mixing and post-production begin.
• 25% Post-production: invoiced on master approval and final QC, plus any approved out-of-scope additions.

The four milestones are itemised as separate costs, and may be combined into fewer payments at the Client's election; combining does not defer any milestone past the point at which it falls due.

8.2 Release & Approval Gates: The Studio's work is released against completion and payment at defined gates:

• (a) Production freeze: the 25% Production milestone (§8.1) locks tracking, arrangement, and vocal comping; any subsequent request to re-track, alter structure, or change arrangements is billed as out-of-scope (§6.2 / §6.3);
• (b) Delivery gate: high-resolution un-watermarked masters, individual stems, and downloads remain locked in the Client Portal until the final Post-production payment (§8.1) clears in full, unless the Studio grants a written waiver; and
• (c) Property retention: all recordings, mixes, and masters remain the sole property of the Studio until paid in full (see also §10.1).

8.3 Invoicing & Payment Terms: Invoices are due within fourteen (14) days for independent or direct clients, or thirty (30) days for record labels, publishers, or corporate entities. Where a PO, portal submission, or vendor setup is required, the Client must initiate it immediately; the due date is fixed and not deferred by the Client's internal approval, PO, or portal delays. Overdue sums accrue interest daily at 8% per annum above the Bank of England base rate, plus statutory recovery costs under the UK Late Payment of Commercial Debts (Interest) Act 1998. Rescheduling and short-notice fees (§2.2, §2.3) compensate the Studio for lost session time; separately, where Client-caused delay holds up completion, the Client may not withhold the final balance indefinitely, and after thirty (30) days of such delay the Studio may invoice the final balance, with deliverables released on clearance (§8.2).

8.4 Mixing & Mastering Engagements: Where the engagement is the mixing, or mixing and mastering, of the Client's existing recordings (Mix-Only or Additional Production under §7.3, booked per track or as a package), the following vary Parts A and B:

• (a) Deposit: a non-refundable deposit of 50% of the quoted fee, payable on booking, secures the Client's slot and replaces the deposit at §1.1; until it clears in full, the slot is provisional;
• (b) No milestones: the milestone schedule at §8.1 does not apply; the remaining 50% is invoiced when the final mix (or master, where included) is approved, or deemed approved at the close of the review window under §6.1(b), and is payable under §8.3;
• (c) Schedule: the first mix is delivered within the period stated in the proposal (seven (7) days as standard), counted from the Studio's acceptance of the asset package under §7.4; review and revisions then follow §6.1, including its fourteen (14) day review window;
• (d) Release: review mixes are watermarked, and un-watermarked final files and any stems are released when the balance clears (§8.2(b)); and
• (e) Reclassification: where the work crosses the Additional Production boundary, §7.3(d) applies and the engagement becomes a production project under §8.1.

8.5 Online Bookings: Where the Client books a mixing engagement online at audiomix.uk/checkout, §8.4 applies as varied by this clause:

• (a) Payment in full: the full fee shown at checkout is paid on booking, in place of the deposit at §8.4(a) and the balance at §8.4(b);
• (b) The booking as proposal: the booking (the songs, stem count, add-ons and price chosen at checkout, as confirmed by email) is the proposal under §5.1, and the first mix is delivered within seven (7) days of the Studio's acceptance of the asset package under §7.4; §8.4(c) to (e) otherwise apply;
• (c) Release: the fee being paid in full, un-watermarked final files are released on approval, or deemed approval under §6.1(b), without a further invoice;
• (d) Declining a booking: the Studio may decline a booking within three (3) business days of receiving it, refunding the fee in full; and
• (e) Cancellation: a Client who books as a consumer may cancel under §4.5.

8.6 VAT: Matt Rist Music Ltd is registered for VAT in the United Kingdom (VAT number GB 528 4124 96). Fees in these Terms, in a proposal and in an invoice are exclusive of VAT, which is added at the prevailing rate where it applies. Prices shown to consumers at audiomix.uk include VAT. A business Client outside the United Kingdom that gives a valid business tax number at checkout or before invoicing is not charged UK VAT where the reverse charge applies; the Client accounts for any tax due in its own country.

9. Creative Control & Approvals

9.1 Creative Control & Song Selection (Multi-Track Projects): On any engagement covering more than one track (such as an EP or album), the Studio's creative judgement and reputation are engaged across the whole body of work. The Studio retains creative approval over which tracks it takes into production and may decline to produce, mix, or be credited on any track it does not consider ready or of release standard (§9.3). Where the Studio declines a track:

• (a) it will give notice as early as reasonably possible, normally at or before pre-production, with its reasons and, where it can, guidance on how the track might be brought up to standard;
• (b) the Client may develop the track to address those concerns, substitute another track by agreement, or take it forward by other means;
• (c) the project fee is adjusted pro-rata for any track the Studio does not produce, and declining a track under this clause is not a breach by the Studio and gives no right to a refund of work already carried out; and
• (d) this clause governs the Studio's involvement and credit only, and does not restrict the Client's right to release a track by other means.

9.2 Creative Authority & Approvals: This clause governs who holds creative authority and who approves; the mechanics of the review and revision cycle are set out in §6. To keep decision-making clear on any project:

• (a) within the agreed brief, the Studio exercises professional and technical judgement over how the work is produced, engineered, mixed, and mastered; the Artist leads the artistic intent of the work, and the Client approves the finished deliverables and commercial terms;
• (b) the Client must designate a single approver (normally the Artist, or one named representative) who is the single channel through which all feedback, direction, and sign-off from the Client's side are given; the Studio acts on that person's instructions and is not required to accept, reconcile, or arbitrate conflicting instructions from managers, A&R, label personnel, or others on the Client's side;
• (c) any creative direction or change requested by a third party (such as a manager, A&R, or label) must come through the designated approver, and is handled as revision feedback (§6.1) or, if it exceeds the brief, as out-of-scope work (§6); the Studio does not answer to competing lines of authority within the Client's team; and
• (d) nothing requires the Studio to implement a choice that, in its reasonable professional judgement, falls below release standard or that it is unwilling to attach its name to (§9.3); and
• (e) Authority to bind & absent principals: acceptance of the proposal and the pre-production sign-off (§5.1) must be given by a person with authority to bind the Artist and any co-producer or collaborator on the Client's side; where the Client is a label, management company, or other representative, it warrants that it holds that authority and that those principals are bound by the agreed brief, references, direction, and lock; the Studio is entitled to rely on that sign-off, and where a principal who was absent from the proposal or pre-production subsequently disagrees with the agreed scope or the locked arrangement, the resulting changes are handled as an out-of-scope pivot or revision (§6) at the Client's cost and are not a Studio breach or rework.

9.3 Quality Control & Release Standards: The Studio works only to commercial release standard and stands behind the work released under its name:

• (a) Release standard: the Studio is not required to produce, perform, implement, or deliver anything that, in its reasonable professional judgement, falls below commercial release standard or that it is unwilling to attach its name to; this standard underlies the Studio's related rights to decline a track (§9.1), to decline to implement a below-standard client choice (§9.2), to decline to imitate a live ensemble with sample libraries (§5.7), and to reject a substandard performance (§9.5);
• (b) Mastering control: automated, algorithmic, or AI mastering (for example DistroKid Automated Mastering, Landr, or automated Ozone presets) and any third-party mastering engineer are prohibited without the Studio's prior written consent, and the Studio may review a proposed master and approve or reject it within three (3) business days (silence within that window is deemed approval); and
• (c) Substandard or unapproved release: release of an unapproved or substandard master, or of the Studio's work otherwise than as approved, engages the Studio's credit-withdrawal right (§11.5).

9.4 A&R & Management Input & Attendance: Where the Client is a label, management company, or other party representing the Artist, A&R and management input is confined to two defined windows, mirroring the project gates:

• (a) at pre-production, before studio production begins, A&R and management may set and must sign off on the brief, references, and creative direction (the opening gate);
• (b) at the client-review stage they may give feedback, consolidated into a single set and delivered through the designated approver (§9.2(b)), and handled under §6.1 (the closing gate);
• (c) between those windows, production sessions are closed working sessions between the Studio and the Artist: A&R, management, and label personnel may not attend, observe, or direct a production session, whether in person or remotely, except by the prior agreement of both the Studio and the Artist; and
• (d) changes sought by A&R or management after the opening-gate sign-off that depart from the agreed brief, or from the Artist's creative direction within it, are treated as revisions (§6.1, §6.2) or out-of-scope work (§6), not as instructions the Studio must implement on demand.

9.5 Collaborators & Performance Standards: The Artist and any guest collaborators must arrive prepared and able to perform to a professional standard. Session musicians the Studio hires on the Client's behalf (§1.3) are the Studio's responsibility for creative quality; collaborators the Client brings are the Client's responsibility for all fees, travel, and accommodation, and must sign a standard Session Release Form before recording. The Studio retains final creative control and veto over recorded performances: it may reject a substandard take, bill any additional time spent editing, pitch-correcting, aligning, or re-tracking such a performance as out-of-scope at its standard hourly rate, and any resulting delay extends the Agreed Delivery Date (§5.10).

10. Intellectual Property & Clearances

10.1 IP Vesting: Rights in all master recordings, mixes, and arrangements created by the Studio remain vested in the Studio until the Client clears all outstanding invoices in full, whereupon master rights vest in the Client subject to §11.1.

10.2 Cover Recordings & Composition Clearance: Where a master produced under these Terms is a cover of a pre-existing composition not written by the Studio or Client, the Client is solely responsible, at its own cost, for obtaining any mechanical, compulsory, or other licence from the original rights-holder before any commercial release or monetisation. The Studio makes no warranty as to clearance and has no liability for the Client's failure to obtain it; the Studio's fees and royalty share remain payable in full regardless of clearance status.

10.3 Client-Supplied Materials: The Client warrants that all materials it supplies to the Studio (including samples, audio, stems, lyrics, and reference tracks) are rights-cleared for the intended use, and indemnifies the Studio against any third-party claim arising from uncleared or infringing materials.

11. Royalties, Credits & Accounting

11.1 Royalties, Credits & Splits:

• Publishing: Where the Studio contributes to the composition (lyrics, melodies, vocal arrangements, chord progressions, or structural hooks), including where the composition changes during pre-production or production (for example, re-writing a verse or bridge, adding a section, re-harmonising, or altering the melody), the Studio takes a PRS/MCPS co-writing share for that contribution, agreed via a standard split sheet, with a default minimum of 20% unless otherwise negotiated. Such a contribution attracts a publishing share even where the engagement was booked as a production rather than a writing session, and even where the song was brought in as "finished" (see §11.4 and §7.3).
• Master (label releases): A standard 3%–5% producer royalty (points) on PPD or net receipts (per label definitions), paid by the label retroactive to record one after recoupment of actual recording costs (excluding marketing, promo, and video) at the artist's rate.
• Master (independent releases): A default 10% split of distributor net receipts (scaling to 20%–50% where services were rendered at a discounted upfront rate), registered via the distributor's split system (e.g., DistroKid SplitShare) before release.
• Performer (PPL): Where the Producer (Matt Rist) performs (instrument, vocal, or programming), he is registered as a performer on all PPL (or equivalent) registrations; the Client warrants that the Producer's name and PPL IPN are included in metadata for all commercial releases.
• Credits: "Produced by Matt Rist" and "Mixed by Matt Rist" (as appropriate) on all DSP metadata and physical copies.

11.2 Net Receipts: For §11.1, "Net Receipts" means sums actually received in cleared funds by the Client (or its label/distributor) from DSPs, distributors, physical retailers, synchronisation licensees, or other exploitation of the master, after deduction only of: (a) third-party distributor/aggregator fees and platform commissions actually charged; (b) DSP or retailer chargebacks and reversals; and (c) applicable VAT or sales tax. The Studio's share is calculated before any management commission, cost recoupment, or other unlisted charge.

11.3 Statements & Audit: The Client renders the Studio a statement of Net Receipts and royalty due within thirty (30) days of each quarter-end in which receipts arise, with payment of sums due. On no less than fourteen (14) days' notice, no more than once per year, the Studio may inspect the Client's (or its label's) records relevant to statements issued in the preceding twenty-four (24) months.

11.4 Songwriting Splits: Presumptions & Evidence: Songwriting contributions are recorded on a split sheet at or around the session (§11.1). To prevent authorship being reframed after the fact, the following presumptions apply:

• (a) any composition, or part of a composition (including topline, melody, lyrics, chord progression, or arrangement), created during a Studio writing session is presumed to have been written in that session by the writers who contributed, and is split between them by split sheet; absent a signed split sheet, an equal split among the contributing writers is presumed;
• (b) any song, or part of a song, that a party claims was written before the session must be declared, and supported by contemporaneous evidence (such as a dated demo, lyric sheet, or project file predating the session), at or before the session begins;
• (c) where material is developed in the session without that prior declaration and evidence, it is presumed created in the session and co-written under (a), and a later claim of prior or greater authorship that is not supported by evidence predating the session does not displace the agreed or presumed split or reduce any co-writer's share, including the Studio's;
• (d) once agreed on a split sheet, or presumed under this clause, splits are final and may be varied only by the written agreement of all affected writers; a change in a party's commercial circumstances (such as a publisher's requirements or a pending synchronisation licence) is not a ground to reallocate them; and
• (e) the party asserting prior or greater authorship bears the burden of establishing it with evidence predating the session.

11.5 Credit Integrity & Withdrawal: Credits reflect the work actually done, are agreed and documented at or around completion, and are not tradable for commercial or executive leverage (consistent with §11.4). Accordingly:

• (a) management, A&R, label personnel, and any other party acting in a commercial, executive, or funding capacity are not entitled to any performer, production, co-production, songwriting, or engineering credit by virtue of that role; providing budget, feedback, approvals, or business direction is not a creative or performing contribution;
• (b) a claim to production, co-production, performer, engineering, or writing credit, or to a larger or shared credit, that was not agreed and documented at the time and is not supported by evidence of an actual contribution, gives no entitlement to that credit and does not dilute, share, or displace the Studio's agreed credit;
• (c) co-production or additional-production credit is given only where it has been agreed in writing at pre-production (the opening gate, §9.4) and the party then makes a genuine, identifiable production contribution; absent that prior written agreement it is not created by a contribution alone and is not granted on request after delivery, save at the Studio's sole discretion and with its written consent;
• (d) the Studio's credits ("Produced by Matt Rist," "Mixed by Matt Rist," or as applicable) reflect the work it actually performed and may not be removed, diluted, shared, or reassigned without the Studio's written consent (§11.1); and
• (e) the Studio's credits are given on the basis that its work is released as approved; if the Client releases an unapproved or substandard master (§9.3), the Studio may withdraw all credits, whereupon the Client must promptly remove the Studio's and Producer's names from all DSP metadata, physical packaging, and promotional materials.

12. General Provisions

12.1 Confidentiality: Each party keeps confidential the commercial terms of the agreement, and any unreleased recordings, artwork, or promotional materials shared under it, and discloses them to no third party without the other's prior written consent — except to its own accountants, legal advisers, distributor, or collecting society to administer the agreement, or as required by law.

12.2 Force Majeure: Neither party is liable for delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including illness, injury, equipment or venue failure, power or internet outage, or government restriction. The affected party notifies the other as soon as reasonably practicable, and the relevant timelines extend by a period equivalent to the delay.

12.3 Limitation of Liability: Save in respect of death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, the Studio's total liability arising out of or in connection with a project shall not exceed the total fees actually paid to the Studio for that project. In relation to an Artist Development Retainer, references in this clause to a project are read as references to the retainer agreement, and the cap is the total fees actually paid under it.

12.4 Indemnity: The Client indemnifies the Studio against any claim, loss, or liability arising from the acts, omissions, or performances of the Artist or any guest collaborator, including any failure to obtain necessary release forms or clearances under §9.5.

12.5 No Guarantee of Commercial Performance: The Studio performs its services with reasonable skill and care but gives no representation, warranty, or guarantee as to the commercial performance of any recording, including its sales, streams, chart position, playlist or radio support, synchronisation or licensing income, royalty earnings, awards, or critical or public reception. Any view the Studio expresses about a recording's potential is an opinion and not a guarantee. The Studio's obligation is limited to performing the agreed services; commercial outcomes depend on factors beyond its control.

12.6 Governing Law & Jurisdiction: These Terms, and any agreement incorporating them, are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of its courts.

12.7 Entire Agreement: These Terms, together with the relevant project proposal, quote, retainer agreement, or Heads of Terms, are the entire agreement for the project or retainer and supersede all prior discussions, correspondence, and understandings relating to it, unless the Heads of Terms expressly state otherwise.

12.8 Execution: Any agreement incorporating these Terms may be executed in counterparts and by electronic signature or written email confirmation from an authorised representative of each party, constituting full, legally binding execution under the laws of England and Wales.

13. Artist Development Retainers

13.1 Application & Precedence: This Part applies only where the engagement is an Artist Development Retainer, and varies Parts A–C to the extent stated in it; in any conflict between this Part and Parts A–C, this Part prevails for a retainer engagement. Where signed heads of terms or a retainer agreement varies this Part, that document prevails to the extent of the variation (§12.7). A retainer is a distinct engagement from the production formats at §5.2 and from Writing Sessions at §5.3, and does not become a production project except by graduation under §13.9.

13.2 Nature of the Engagement — Development, Not Delivery: A retainer is a development arrangement. It carries no release date, no delivery deadline, and no commitment to a minimum number of finished tracks or masters. Accordingly the Agreed Delivery Date and schedule-compliance provisions (§5.10), the overrun fees (§6.3), and the milestone payment schedule (§8.1) do not apply to a retainer. Fixed deliverables, an Agreed Delivery Date, and the milestone schedule attach only on graduation to a production project under §13.9. The Studio's obligation under a retainer is to apply reasonable skill and care to the development of the Artist's material and sound identity across the allocation at §13.3, and §12.5 (no guarantee of commercial performance) applies with particular force to a retainer.

13.3 Monthly Allocation: Each retainer is set at a tier stated in the heads of terms, comprising a number of studio days per calendar month at the Studio's premises together with remote sessions. Remote sessions are scheduled review and direction calls; they are included at every tier and do not scale with the tier, being the continuity layer between studio days rather than a function of volume. Studio days are drawn from the Studio's available room days as stated in the heads of terms, and the allocation is a monthly entitlement that does not accrue except as provided at §13.7.

13.4 Fee, Billing & Payment: The retainer fee is a fixed monthly sum payable in advance, and replaces the milestone schedule at §8.1 for the duration of the retainer. At the Client's election the monthly fee may be paid in two equal instalments falling due on the 1st and 15th of the month, each in advance of the half-month it covers; splitting affects timing only and does not vary the monthly commitment or permit partial-month termination. Because the retainer is prepaid, these dates apply in place of the invoice periods at §8.3, and the remaining provisions of §8.3 (interest, statutory recovery costs, and the effect of Client-side approval or portal delay) apply unchanged. Out-of-pocket expenses are billed under §1.3. No booking deposit under §1.1 is payable on a retainer; the first monthly payment performs that function.

13.5 Between-Session Work & Revisions: A retainer includes the pre-production that the allocated studio days call for — arrangement, palette, lyric and structure work, performed within those days — together with the number of consolidated revision passes stated in the heads of terms. The Studio undertakes no open-ended obligation to work on Client material outside the allocated days, remote sessions, and revision passes. A revision pass is one consolidated set of notes actioned and returned; notes delivered piecemeal are batched into the next pass. The reciprocal 72-hour turnaround at §6.1(b) applies, varied as follows: feedback returned later than 72 hours does not forfeit the revision and no draft is deemed approved, but the pass moves to the Studio's next available window; the fourteen-day review cap at §6.1(b) does not apply, there being no first-draft delivery or final balance in a retainer. Requests falling outside §13.5 — including new recording, re-tracking, and mixing or mastering to release standard — are production work and are handled under §13.9 or quoted separately under §6.2. Unused revision passes and remote sessions do not carry between months.

13.6 Additional Days: Studio days beyond the monthly allocation are available to retained Clients at the ad-hoc day rate stated in the heads of terms, which is set above the effective committed day rate of the Client's tier. Additional days are capped at two (2) per calendar month; a Client requiring more moves to a higher tier from the following month. Additional days are subject to room and diary availability and are not guaranteed; the Client should give at least seven (7) days' notice, and shorter notice is accommodated at the Studio's discretion where a slot is free. Additional days are invoiced in arrears at month end, separately from the retainer fee.

13.7 Rescheduling & Carry-Over: This clause replaces §2.2 and §2.3 for retainer engagements, and the rescheduling and short-notice fees in those clauses do not apply to a retainer:

• (a) where the Studio reschedules, the day carries forward with no expiry within the term, and §2.4 otherwise applies save that the Agreed Delivery Date provisions do not (§13.2);
• (b) where the Client reschedules on at least 48 hours' written notice, the day carries into the following calendar month only;
• (c) where the Client reschedules or cancels within 48 hours of the session start, or attends more than one (1) hour late within the meaning of §2.1, the day is treated as used;
• (d) no more than one month's allocation may stand banked at any time, save that a Client at the highest published tier may bank up to two months' allocation where the heads of terms so provides; and
• (e) on expiry or termination of the retainer, days standing banked convert to credit against a production project under §13.9 and are not refundable in cash. The Client is not purchasing labour by the day but priority access to reserved capacity, and the Studio incurs the cost of that reservation whether or not a session proceeds.

13.8 Term & Termination: A retainer runs for the initial term stated in the heads of terms. Where an initial term of three (3) months is agreed, either party may terminate on thirty (30) days' written notice given at any time after the first month; where a term of six (6) to twelve (12) months is agreed, thirty (30) days' written notice applies from the end of the initial term. After the initial term the retainer continues month to month on thirty (30) days' notice unless a further term is agreed. Termination for cause under §4 is unaffected. On termination the fee for the current month remains payable in full, §13.7(e) applies to banked days, and §13.10 survives.

13.9 Graduation to a Production Project: Where material developed under a retainer is to be completed for commercial release, it graduates to a production project, quoted at the Studio's production rates current at that time and governed by Parts A–C in full, including the Agreed Delivery Date (§5.10) and the milestone schedule (§8.1). Because the allocated studio days perform the Creative Pre-production stage (§13.5), a track genuinely developed under the retainer is quoted without the Pre-production milestone, a reduction of 25% of the project fee. That reduction applies while the retainer is live and for ninety (90) days after it ends; it applies to tracks that received development time under the retainer and not to material presented for completion without it. No cap applies to the number of tracks that may graduate, the constraint being the development time actually available: one studio day represents one track's meaningful progress and not several.

13.10 Rights, Splits & Credit: Clause 11 applies to a retainer in full, with the master share for independently released tracks developed under the retainer set at the percentage of Net Receipts stated in the heads of terms, within the range at §11.1 and calculated on the definition at §11.2. Songwriting splits are governed by §11.1 and §11.4 and are determined by contribution on a split sheet at each session, not by a fixed ratio. Credit is governed by §11.5, and statements and audit by §11.3. This clause survives expiry or termination of the retainer. Where the retainer fee is set below the Studio's standard day rate, the rights position under this clause forms part of the consideration for the engagement and is not severable from it.

13.11 Tier Benefits: Where the heads of terms so provides, a Client at a higher tier receives priority booking, meaning first refusal on available studio dates before they are released to other Clients, and an extended carry-over window under §13.7(d). Tier benefits are contractual only to the extent stated in the heads of terms.