Terms and Conditions of the Copying Licence

 

1.          Definitions


“Article(s)”

any article or articles falling within any of the definitions of Basic Licence Article(s), Community Newspapers Extension Article(s) and/or Magazine and Business Extension Article(s).


“Basic Licence”

licence granted by the PMCA which allows a Licensee to photocopy and fax articles from publications listed in the Basic Licence List of the PMCA Publications List or that appear on a website listed in the Basic Licence section of the PMCA Publisher Website List as published from time to time and distribute them within the Licensee’s organization for internal communication purposes.


“Basic Licence Article(s)”

an article appearing in a hardcopy print publication listed in the Basic Licence List of the PMCA Publications List or on a website listed in the Basic Licence section of the PMCA Publisher Website List as published from time to time, including (i) artistic works or other items contained within a Basic Licence Article; or (ii) a copy of part of a Basic Licence Article.


“Commencement Date”

the date said to be the Commencement Date in the completed Copying Licence Application form. 


“Community Newspapers Extension Article(s)”

an article appearing in a hard copy print publication listed in the Community Newspapers List of the PMCA Publications List or on a website listed in the Community Newspapers section of the PMCA Publisher Website List as published from time to time, including (i) artistic works or other items contained within a Community Newspapers Extension Article; or (ii) a copy of part of a Community Newspapers Extension Article.

 

“Community Newspapers Licence Extension”

licence granted by the PMCA which allows a Licensee to photocopy and fax articles from publications listed in the Community Newspapers List of the PMCA Publications List or that appear on a website listed in the Community Newspapers section of the PMCA Publisher Website List as published from time to time and distribute them within the Licensee’s organization for internal communication purposes.

 

“Digital Copying Licence Extension”

licence granted by the PMCA which allows a Licensee to:

(i)             digitally copy articles from any of the publications it is entitled to copy from under a Basic Licence, Magazine and Business Licence Extension, and/or Community Newspapers Licence Extension;

(ii)            digitally store articles from any of the publications it is entitled to copy from under a Basic Licence, Magazine and Business Licence Extension, and/or Community Newspapers Licence Extension; and

(iii)          distribute to people within its organization digitally copied articles by email or other electronic means for internal communication purposes.

 

 “External Supply Licence Extension”

licence granted by the PMCA which allows a Licensee to provide certain articles provided to it to third parties.

 

“Indemnity Licence Fee”

a fee payable by the Licensee in respect of past unlicensed copying.

 

“Internal Use”

use for internal communication purposes and expressly excluding use for external publicity or advertising purposes.

 

“Licence Fee”

the applicable fee(s) payable in respect of the Permitted Acts as determined by the Price Lists.

 

“Magazine and Business Extension Article(s)”

an article appearing in a hardcopy print publication listed in the Magazine and Business List of the PMCA Publications List or on a website listed in the Magazine and Business Papers section of the PMCA Publishers Website List as published from time to time, including (i) artistic works or other items contained within a Magazine and Business Extension Article; or (ii) a copy of part of a Magazine and Business Extension Article.

 

“Magazine and Business Licence Extension”

licence granted by the PMCA which allows a Licensee to photocopy and fax articles from publications listed in the Magazine and Business List of the PMCA Publications List or on a website listed in the Magazine and Business section of the PMCA Publisher Website List as published from time to time and distribute them within the Licensee’s organization for internal communication purposes.

 

“Material”

any reproduction of any article appearing in a hardcopy print publication listed in the PMCA Publications List or on a website listed in the PMCA Publisher Website List or any electronic text that either summarises such an article or copies the first few lines of such an article and which permits a person to electronically access the whole of the article.

 

“Media Monitoring Service Organisation”

any media monitoring service organisation, including any press cuttings agency and/or web aggregator service.

 

“Permitted Act”

any of the acts permitted by clause 2.

 

“PMCA Publication”

a hardcopy print publication included in the PMCA Publications List from time to time.

 

“PMCA Publisher Website”

each of the websites included in the PMCA Publisher Website List from time to time.

 

“Price Lists”

the list(s) of the PMCA’s licence fees from time to time in force which are applicable to the Permitted Acts.

 

“Territory”

New Zealand.

 

“Trade and Professional Association Licence Extension”

licence granted by the PMCA which allows a Licensee to provide copies of certain articles provided to it to its members.

 

“Web Licence Extension”

licence granted by the PMCA which allows a Licensee to publish certain articles on the Licensee’s website.


2.              Grant of rights

2.1.         Provided the Licence Fee as set out in the Price Lists in respect of a Basic Licence has been paid by the Licensee to the PMCA, the PMCA grants to the Licensee, including its nominated subsidiaries, the non-exclusive right to do the following for the purposes of Internal Use:

2.1.1.        make photocopies of Basic Licence Articles; and

2.1.2.        fax Basic Licence Articles.

2.2.         Provided the Licence Fees as set out in the Price Lists in respect of a Basic Licence and a Digital Copying Licence Extension have been paid by the Licensee to the PMCA, the PMCA grants to the Licensee, including its nominated subsidiaries, the non-exclusive right to do the following for the purposes of Internal Use:

2.2.1.        digitally copy Basic Licence Articles from PMCA Publications;

2.2.2.        print out and/or digitally copy Basic Licence Articles from PMCA Publisher Websites; and

2.2.3.        store copies of Basic Licence Articles created pursuant to clauses 2.2.1 and 2.2.2 for distribution to its staff located in the Territory via email or other electronic means.

2.3.         Provided the Licence Fee as set out in the Price Lists in respect of a Magazine and Business Licence Extension has been paid by the Licensee to the PMCA, the PMCA grants to the Licensee, including its nominated subsidiaries, the non-exclusive right to do the following for the purposes of Internal Use:

2.3.1.        make photocopies of Magazine and Business Extension Articles; and

2.3.2.        fax Magazine and Business Extension Articles.

 

2.4.         Provided the Licence Fees as set out in the Price Lists in respect of a Basic Licence, a Magazine and Business Licence Extension and a Digital Copying Licence Extension have been paid by the Licensee to the PMCA, the PMCA grants to the Licensee, including its nominated subsidiaries, the non-exclusive right to do the following for the purposes of Internal Use:

2.4.1.        digitally copy Magazine and Business Extension Articles from PMCA Publications;

2.4.2.        print out and/or digitally copy Magazine and Business Extension Articles from PMCA Publisher Websites; and

2.4.3.        store copies of Magazine and Business Extension Articles created pursuant to clauses 2.4.1 and 2.4.2 for distribution to its staff located in the Territory via email or other electronic means.

 

2.5.         Provided the Licence Fee as set out in the Price Lists in respect of a Community Newspapers Licence Extension has been paid by the Licensee to the PMCA, the PMCA grants to the Licensee, including its nominated subsidiaries, the non-exclusive right to do the following for the purposes of Internal Use:

2.5.1.        make photocopies of Community Newspapers Extension Articles; and

2.5.2.        fax Community Newspapers Extension Articles.

 

2.6.         Provided the Licence Fees as set out in the Price Lists in respect of a Basic Licence, a Community Newspapers Licence Extension and a Digital Copying Licence Extension have been paid by the Licensee to the PMCA, the PMCA grants to the Licensee, including its nominated subsidiaries, the non-exclusive right to do the following for the purposes of Internal Use:

2.6.1.        digitally copy Community Newspapers Extension Articles from PMCA Publications;

2.6.2.        print out and/or digitally copy Community Newspapers Extension Articles from PMCA Publisher Websites; and

2.6.3.        store copies of Community Newspapers Extension Articles created pursuant to clauses 2.6.1 and 2.6.2 for distribution to its staff located in the Territory via email or other electronic means.

 

2.7.         Provided the applicable Licence Fees in respect of a Web Licence Extension as set out in the Price Lists have been paid to the PMCA by the Licensee, the PMCA grants to the Licensee, including its nominated subsidiaries, the non-exclusive right to upload in .pdf format to its nominated website a copy of an article from any of the publications it is entitled to copy under a Basic Licence, a Magazine and Business Licence Extension and/or a Community Newspapers Licence Extension.

 

2.8.         Provided the applicable Licence Fees in respect of an External Supply Licence Extension have been paid to the PMCA by the Licensee, the PMCA grants to the Licensee, including its nominated subsidiaries, the non-exclusive right to provide copies of: (i) articles it is entitled to copy under a Basic Licence, a Magazine and Business Licence Extension and/or a Community Newspapers Licence Extension; and/or (ii) any Material it has received from a Media Monitoring Service Organisation; to its clients, members, advisors or other persons identified in the Licensee’s Copying Licence Application form.

 

2.9.         Provided the applicable Licence Fees in respect of a Trade and Professional Association Licence Extension as set out in the Price Lists have been paid to the PMCA by the Licensee, the PMCA grants the Licensee, including its nominated subsidiaries, the non-exclusive right to provide copies of: (i) articles it is entitled to copy under a Basic Licence, a Magazine and Business Licence Extension and/or a Community Newspapers Licence Extension; and/or (ii) any Material it has received from a Media Monitoring Service Organisation; to its members in the applicable form.

 

2.10.     Notwithstanding clause 2.9, a Licensee who has been granted a Trade and Professional Association Licence Extension may supply no more than 10 such articles or items per week to each of its members.

 

2.11.     The Licensee may not supply a copy of any Article to any organization located outside the Territory unless that organization is a declared subsidiary of the Licensee.

 

2.12.     Notwithstanding any other clause in this Agreement, the Licensee may not copy more than 25 Articles from PMCA Publications or PMCA Publisher Websites in any 24 hour period.  If a Licensee wishes to do so, it will need to obtain the prior approval of the PMCA and pay an additional fee.

 

2.13.     The Licensee may not copy any advertisement contained in a PMCA Publication or that appears on a PMCA Publisher Website.

 

2.14.     Where access to a website listed in the PMCA Publisher Website List is restricted by a paywall or it is otherwise necessary to have a subscription before access to such a website is possible, the provisions of clause 2 herein do not act so as to alleviate the Licensee’s need to pay to access such website.


3.              Term

3.1.         This Copying Licence commences on the Commencement Date and will remain in force for a period of 12 months unless it is terminated earlier by the PMCA in accordance with these Terms and Conditions or an alternative license term has been agreed in writing by the two parties.

 

3.2.         Subject to all Licence Fees having been paid on time by Licensee, this Copying Licence will automatically renew for subsequent periods of 12 months or other such period as agreed in writing between the Parties unless terminated by either Party by giving 60 days written notice.

 

4.              Licence fees, payment and invoicing

4.1.        The Licensee will pay the PMCA in advance an annual licence fee calculated in accordance with PMCA’s then current Price Lists as notified to the Licensee from time to time.

 

4.2.        The amount of the Licence Fee will depend upon the type of copying to be undertaken by the Licensee as indicated in its Copying Licence Application form.  For example:

4.2.1          a Digital Copying Licence Extension incurs an additional fee as set out in the PMCA’s Price Lists; and

4.2.2          a Web Licence Extension fee will be charged if the Licensee chooses to make Articles available to third parties on its nominated website on the Copying Licence Application form.

 

4.3          The PMCA will send a renewal form shortly before the Copying Licence is due to be renewed. The Licensee will complete the renewal form, including updating any relevant information for the calculation of the Licence Fee.  The PMCA will then issue a renewal invoice to the Licensee calculated on basis of the Price Lists applicable at the time of renewal.  If the Licensee does not return the completed renewal form but does not terminate the Copying Licence, the PMCA will issue a renewal invoice based on the information provided by the Licensee in its most recent Copying Licence Application form.

 

4.4          The Licensee must inform the PMCA as soon as practicable after receipt of the renewal invoice of any changes impacting the Licence Fee due to the PMCA. The Licensee will pay all invoices within 30 days of the date of invoice.

 

4.5          The Licensee will pay interest on any overdue payments at the rate of [8]% per annum

 

5.              Indemnity Licence Fee

5.1.         The Licensee will pay the PMCA any applicable Indemnity Licence Fee at the same time as it pays the Licence Fee.


6.              Licensee’s obligations

 

6.1.         The Licensee must:

6.1.1.   pay the Licence Fee;

6.1.2.   not use any Articles for a purpose not expressly provided for in this Copying Licence;

6.1.3.   ensure that each copied Article supplied to its staff or to any other organisation or person displays the following notice:

“This article is protected by copyright.  You may not copy, store or distribute it in any form or by any means without the prior written consent of the Print Media Copyright Agency.  Phone (09) 306 1657 or email info@pmca.co.nz for further information.”

6.1.4.   ensure the number of Articles made available on its nominated website does not exceed the number chosen in the Copying Licence Application form.

 

6.1.5.   ensure this Copying Licence has been renewed if it intends to continue using or copying Articles;

6.1.6.   delete or destroy any Articles still in its possession or control for which it does not hold a valid licence.

 

7.              Use of Media Monitoring Service Organisation

 

7.1      If the Licensee receives or intends to receive Articles from a Media Monitoring Service Organisation and/or has indicated that it does so in its Copying Licence Application form and it intends to distribute Material it receives from that Media Monitoring Service Organisation to its staff (or the staff of its nominated subsidiaries) for Internal Use, it must immediately enter into the PMCA’s current Downstream Licence in respect of the relevant Media Monitoring Service Organisation.

 

8.              Reporting

 

8.1.         At the end of the first 12 months of the Copying Licence, those Licensees who supplied Articles to other organisations will provide to the PMCA a report with the name, address (postal and email), telephone and fax numbers of each organisation to whom it has supplied Articles in the preceding 12 months, together with the number of Articles supplied to each such organisation.

 

8.2.         The Licensee will then update this report on a six monthly basis and send that updated report to the PMCA, which will then accordingly adjust the Licence Fee.  If no report is sent, PMCA will proceed on the basis that no additions or deletions have been made.

 

9.              Warranty and indemnity

9.1.         The Licensee warrants that the information provided in the attached Company Licence Application form is accurate and true.

 

9.2.         The PMCA warrants it is the non-exclusive licensee in New Zealand and Australia of the publishers of PMCA Publications and PMCA Publisher Websites and that it is entitled to enter into this Agreement but makes no other warranty, including as to the content of any Article.

 

9.3.         Subject to any applicable Indemnity Fee having been paid and clause 9.4 below, the PMCA will keep the Licensee and its subsidiaries, members and officers indemnified against any and all claims or actions from third parties, damage, loss, penalty, liability or costs (including reasonable legal representation costs) arising out of the use or copying of Articles by the Licensee in accordance with this Copying Licence.

 

9.4.         The indemnity provided for at clause 9.3 above will only apply if the PMCA is notified by the Licensee within 7 days of receiving notice of a claim from the third party.

 

9.5.         The Licensee may defend any legal proceedings brought against it by any third party but must keep the PMCA informed of the steps it is taking in any proceedings.


10.              Special conditions for registered charities

10.1.         If the Licensee can establish to the PMCA’s satisfaction that it is a registered charity (other than for education purposes) which:

10.1.1.   does not represent any commercial organisation;

10.1.2.   does not itself act for any commercial purpose (even incidentally);

10.1.3.   is funded in the main by public donations; and

10.1.4.   provides no direct or indirect significant financial benefit to its members;

then the PMCA may, in its sole discretion, grant to that registered charity a Copying Licence free of charge.

 

10.2.         A registered charity which wishes to apply for a free of charge Copying Licence should enclose a copy of its most recent annual report and accounts with its application form.

 

11.              Termination and breach

11.1.         Either Party may by notice in writing to the other Party terminate the Copying Licence immediately if any of the following events occur:

11.1.1.        The other Party is in breach of any term, condition or provision of the Copying Licence and fails to remedy such breach within 10 working days of having received written notice of such breach by the other Party (provided the breach is capable of remedy);

11.1.2.        The other Party commits a material breach that is not capable of being remedied; or

11.1.3.        The other Party enters into liquidation whether compulsorily or voluntarily (otherwise than for the purpose of a genuine amalgamation or reconstruction) or suffers any similar action in consequence of a debt or if a Party becomes insolvent or enters into any arrangement with its creditors to take or suffer any similar action in consequence of debt.

 

11.2.         On termination or expiry of the Copying Licence, the Licensee will immediately:

11.2.1.        cease using or copying Articles;

11.2.2.        cease supplying copied Articles to any other organisation; and

11.2.3.        delete or destroy all Articles in its possession or control.

 

12.              Confidential information

 

12.1.         The Parties will use any confidential information acquired from the other Party solely for the purpose of the Copying License and will not disclose any confidential information to any third party unless required by law.  A Party may disclose any such confidential Information to those of its employees as may reasonably be required for the purpose of the Copying License, provided that such employees are made aware of and accept the duties of confidentiality under this clause.

 

13.              Governing law and dispute resolution

 

13.1.         The Copying License is governed by the laws of New Zealand and subject to the exclusive jurisdiction of the Courts of New Zealand.

 

14.              No Assignment

 

14.1.         Neither Party will assign its rights under the Copying License without the prior written consent of the other Party. The acquisition of all or a majority of the shares of the Licensee by a third party will be deemed an assignment for the purpose of this clause.

 

15.              No partnership

 

15.1.         Nothing in the Copying License creates a partnership, agency or joint venture between the parties.

 

16.              Waiver

 

16.1.         No failure on the part of any Party to exercise, and no delay in exercising any right or option under the Copying License will operate as a waiver by that Party of that or any other right or remedy available to it.

 

17.              Amendments

 

17.1.         No amendment to the Copying License will be effective unless it is in writing and signed by both Parties.

 

18.              Entire Agreement

 

18.1.         The Copying License constitutes the entire agreement and understanding between the Parties and supersedes all prior agreements or undertakings of the Parties, whether oral or written.

 

18.2.         No Party has entered into the Copying License in reliance upon, and there are no oral warranties, representations or other agreements, express or implied, made by either Party in connection with the purpose of the Copying License, except as provided in the Copying License.

 

19.          Notices

 

19.1.     Notices under the Copying License may be delivered by hand, by registered mail, email or by facsimile to the addresses of the Parties specified in or notified pursuant to the Copying License.

 

19.2.     Notice will be deemed given:

19.2.1.    In the case of hand delivery or registered mail, upon written acknowledgment or receipt by an officer or other duly authorised employee, agent or representative of the receiving Party; and

19.2.2.    In the case of a facsimile or email, upon proof of completion of transmission.

 

20.          Severability

 

20.1.     If any provision of this Copying License or its application is or becomes invalid or unenforceable to any extent, the remainder of this Agreement and its application will not be affected and remain enforceable.