výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: Point du Jour International S.A.S.
00-00 xxx Xxxxx-Xxxxxxxxx X-00000 Xxxxx Francúzsko
VAT: FR40401947122
zastúpená p. Xxxxx Xxxxxxx riaditeľka predaja
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
zastúpená: Xxxxxxxx Xxxxxx
generálny riaditeľ
zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: dokumentárne programy v celkovom objeme cca 10 hodín
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 3 roky, rozsah licencií od 1.9.2019 do 31.12.2022
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský – dabing, komentár
Počet vysielaní: 2 vysielania –každé vysielanie vrátane reprízy do 48 hod.
Vysielacie práva: Terestriálne – Free TV práva exkluzívne
/Analógové aj digitálne šírenie/ káblové a satelitné simultánne použitie
s terestriálnym vysielaním, catch-up práva na streaming do 7 dní po odvysielaní premiéry.
Licenčný poplatok: 7.125,- EUR
Splatnosť licencie: 100% úhrada po podpise zmluvy, dodaní materiálu a jeho technickej akceptácií
Podmienky dodania materiálu: Technické náklady za materiál:
po podpise licenčnej zmluvy 125,- EUR
Technické parametre materiálu: Material bude dodaný digitálne cez ftp
server vo formáte akceptovateľnom RTVS, dialógové listiny v originálnom jazyku, promo material
a hudobné zostavy bezodplatne k dispozícií na stiahnutie cez server partnera
Dátum dodania materiálu: Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za Point du Jour International S.A.S.
Xxxxx Xxxxxxx riaditeľka predaja
Následne po podpise licenčnej zmluvy
Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS uvedené v bode 6. Additional provisions
doplnené v bode 6– Additional Provisions
za RTVS Xxxxxxxx Xxxxxx
generálny riaditeľ
TELEVISION LICENCE AGREEMENT
- Main Agreement -
BETWEEN
- POINT DU JOUR INTERNATIONAL S.A.S. (Capital: € 76 225, RCS Paris 401947122, Individual
V.A.T Identification Nr.: FR 40 401 947 122) with registered address and main offices at 00 - 00 xxx Xxxxx-Xxxxxxxxx, X-00000 Xxxxx, represented by Mrs. Xxxxx XXXXXXX, Director of Sales.
("Licensor")
AND
- RTVS - Rozhlas a televízia Slovenska, Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx, Xxxxxxxx, VAT Identification SK2023169973, represented by Mr. Xxxxxxxx Xxxxxx, General Director ("Licensee")
Licensor hereby grants to Licensee the right to transmit the Programme(s) according to the conditions set out hereunder and the General Terms and Conditions attached hereto:
1. Programme(s) / Duration :
1.1. A Day in Germany (52’, dir.: Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxx)
1.2. A Day in France (52’/ dir.: Xxxxxx Xxxxxx)
1.3. A Day in Spain (52’/ dir.: Xxxxxxxx Xxxxxxx)
1.4. A Day in Italy (52’/ dir.: Xxxxxx Xxxxxx & Xxxx-Xxxxxxxx Xxxxxx)
1.5. A Day in the United Kingdom (52’/ dir.: Xxxxxx Xxxxxx & Xxxxxxxx Xxxxxxx)
1.6. Afghanistan 1979, The War That Changed the World (58’/ dir. Xxxxx Xxxxxxxx)
1.7. The Scientist, the Imposter and Xxxxxx (55’/ dir.: Xxxxx Xxxxxxxx)
1.8. Spain, History Seen From Above (5 x 26’/ dir.: Xxxx Xxxxxxxx)
2. Term and Number of Transmissions :
2.1. Licence Period : three (3) years
Programmes 1.1.-1.5. from 01 January 2020 to 31 December 2022
Programmes 1.6.-1.8. from 01 September 2019 to 31 August 2022
2.2. Number of Transmissions : Two (2) runs per Programme with, each time, two (2) repeat runs
within 48 hours
The Term shall terminate on expiry of the Licence Period or immediately after the last of the Number of Transmissions whichever is the earlier.
3. Rights granted:
3.1. Media Rights granted: Free TV/terrestrial simoultaneously broadcasted by basic
cable and satellite; catch-up rights (streaming) for seven (7) days after each broadcast (geo-blocked to the Territory)
3.2. Exclusivity : exclusive during the Term and the Territory
3.3. Territory : Slovakia
3.4. Language of Transmission: Slovak, dubbed and/or sub-titled
3.5. Transmitters : over the transmitters of RTVS, Slovak Television
All rights of whatever kind and nature, now or hereafter known, which are not specifically granted to Licensee herein are hereby expressly reserved to Licensor for its unrestricted use and disposition.
4. Material(s) and Delivery :
4.1. Material to be supplied per title: one Apple ProRes HQ 4.2.2. file (or XDCAM HD file) according to Licencee’s technical specifications, to be delivered digitally onto Licencee’s ftp server:
Sound: ch.1 & 2: final mix + ch.3 & 4separate M&E tracks (containing music, effects, synch dialogue but no narration nor “voice overs”) – original language version
Picture: the body of the programme free of captions and sub-titles, but with original opening and/ neutral title backgrounds and other neutral picture elements for versioning.
Also to be supplied: post-productions scripts, synopsis, music cue sheets, best available selection of publicity material incl. photos (jpeg, 300dpi).
4.2. Material Cost: a flat fee of € 125 for the programme package
4.3. Delivery Date: after signature of agreement, but not later than mid-June 2019.
4.4. contact for file and other material delivery : xxxx.xxx@xxxx.xx
5. Licence Fee and Payment Terms :
5.1. Net Licence Fee : € 7 125 (seven thousand one hundred twenty-five euros)
5.1.1 Tax Withholding Certificate: In the event that Withholding Taxes are applicable, Licensee shall supply Licensor with the appropriate Tax Withholding Certificate in order to enable Licensor to obtain credit for the sum so deducted.
5.2. Payment Schedule : 100% payment after the signature of the agreement, delivery of the material and its technical acceptance
5.3. Payment Directions : Please wire transfer to POINT DU JOUR INTERNATIONAL
At : XXXXXX
Bank code: XXXXXX
Agency Code: XXXXXX
Account nr.: XXXXXX
IBAN: XXXXXX
Swiftcode/BIC: XXXXXX
5.4. Other charges to be borne by Licensee: N/A
6. Additional provisions:
Licensor´s access to the Slovak language versions produced by Licensee is allowed only upon payment of 50% production dubbing costs.
In compliance with the § 47 a of the Act No.40/1964 Collection Civil Code as amended and § 5a of the Act No.211/2000 Coll. on free access to information and on amendments and supplement to certain acts (Freedom of Information Act) Radio and television of Slovakia is obliged to publish this Contract via Central Register of Contracts of the Government Office of Slovak Republic in its full wording
The parties hereto expressly acknowledge that they have agreed to the General Terms and Conditions attached hereto and which are made part hereof. In the event of conflict between the Main Agreement and the General Terms and Conditions, the Terms of the Main Agreement shall prevail.
Executed in two (2) original copies, in Paris,
Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx
for and on behalf of for and on behalf of
POINT DU JOUR INTERNATIONAL RTVS- Rozhlas a televízia Slovenska
GENERAL TERMS AND CONDITIONS
1. LICENCE
Subject to the payment of the Licence Fee specified in the Main Agreement and performance by Licensee of all its obligations hereunder, Licensor grants to Licensee and Licensee accepts a limited Licence to have the Programme telecast by the Media Granted only within the Territory in the Language of Transmission, from the Transmitter(s) only during the Term specified hereunder.
All rights of whatsoever kind and nature now or hereafter known which are not specifically granted to Licensee herein are hereby expressly reserved to Licensor for its unrestricted use and disposition.
1.1 Free Television means terrestrial, cable or satellite transmission only, for reception on a television receiver or comparable device now known or later devised without a charge being made to the viewer for the privilege of viewing the Programme(s).
1.2 Pay Television means terrestrial, cable or satellite transmission only, for reception on a television receiver or comparable device now known or later devised where a supplemental charge is made to the viewer for the privilege of viewing any special Channel or the Programme(s).
1.3 Terrestrial means transmission by means of hertzian transmission of any kind or nature.
1.4 Cable means transmission by means of wired cable transmission of any kind or nature.
1.5 Satellite means transmission by means of satellite transmission direct to home dish whether such satellite signal is scrambled or unscrambled.
1.6. V.OD. (“Video on Demand”) means the delivery of the Programmes (whether an individual programme or a package of programmes) by means of an encoded signal for reception to end-users, on a per-viewing basis (whether limited in time and/or in number of viewings), the reception of which is enable by a conditional access system, and which Programmes are accessible for viewing at any time during such defined period by end-users. After the end of such defined period, the Programs shall no longer be accessible for viewing by end-users. VOD shall exclude Basic TV, Pay Television, Pay-Per-View, NVOD, SVOD, Free Television, also known as linear services.
1.8 “Streaming” (“catch-up rights”) means the right to transmit a Programme – within a limited number of days following its linear broadcast - from a server/online service to a computer or mobile device in a compressed form and their displaying by the viewer, without being downloaded, on a per-viewing basis (whether limited in time and/or in number of viewings). As a result, streaming contents are temporary files and cannot be kept on the computer or the device.
1.9 “Downloading” means the transmission over the air of audiovisual contents (Programmes) from a server/online service to a computer or mobile device in a compressed form and their complete displaying by the viewer.
1.10 “Mobile Devices” means all mobile, cellular and/or wireless telephones and/or personal digital assistant devices
or any other devices able of downloading or receiving audiovisual contents via over the air transmission.
2. PAYMENT
The Licensee shall pay the Licence Fee without any deduction in the Currency promptly and in accordance with the Payment Schedule and the Payment Directions whether or not the Programme(s) shall have actually been telecast.
Licensee shall obtain all necessary permits from the government Authorities to make all payments to Licensor required under this Agreement.
3. DELIVERY
Unless otherwise agreed Licensor shall deliver the Material to Licensee no later than the Delivery Date. To the best of Licensor's knowledge and belief the Material shall be in a condition physically suitable for television broadcast by Licensee.
4. ACCEPTANCE OF MATERIAL
4.1 On receipt of the Material, Licensee shall promptly examine the Material in order to determine whether it is in a condition physically suitable for television broadcast by Licensee. If the Material shall be considered by Licensee not to be in such condition, Licensee shall within twenty one (21) days after receipt of the Material notify Licensor in writing and send a detailed technical report of the alleged defects in the Material. If Licensee shall give written notice of alleged defects to Licensor in accordance with the foregoing provisions, Licensee shall at the same time return the Material and if Licensee's complaint is justified and the complaint is capable of remedy, Licensor shall deliver corrected or replacement material to Licensee. All such material shall in turn be subject to Licensee's approval in accordance with this sub-clause 4.1.
4.2 Unless Licensee shall have given written notice to Licensor in accordance with and within the period specified in sub-clause 4.1, Licensee shall be deemed to have accepted the Material for all the purposes of this Agreement.
4.3 If Licensor shall be unable to remedy any physical defect in the Material, Licensor shall have the right to propose an alternative programme in substitution for each Programme(s) supplied on such defective Material (the "Unaccepted Programme(s)"). If Licensee does not accept such substitute programme(s) within twenty one (21) days after being given written details thereof the Unaccepted Programme(s) shall be deleted from this Agreement. In such event, Licensor shall reimburse or credit Licensee with such part of the License Fee as shall be specified herein as relating to the Unaccepted Programme(s). The deletion of any Programme(s) from this Agreement shall not entitle Licensee to terminate this Agreement the provisions of which shall remain in full force and effect in relation to the Programme(s) accepted by Licensee.
5. COST OF MATERIAL
5.1 Not later than thirty (30) days after receipt of Licensor's invoice, Licensee shall pay to Licensor the costs incurred by Licensor in duplicating the Material together with all delivery and/or freight costs and all customs insurance, import and export charges (the "Despatch Costs"), if applicable, in connection with the supply of the Material to Licensee.
5.2 If Licensee requests further copies of the Material then Licensor will endeavour to supply these to Licensee subject to their availability and subject to the payment by Licensee to Licensor of the costs incurred by Licensor in making such copies, the Despatch Costs in connection therewith and an appropriate handling charge within thirty(30) days after receipt of Licensor's invoice therefor.
6. SUPPLY OF MATERIAL ON LOAN
If Xxxxxxxx agrees in writing to supply the Material to Licensee on loan. :
6.1 Licensee shall give to Licensor at least six (6) weeks written notice of the date upon which Licensee shall request the Material (the "Loan Material") to be delivered to Licensee on loan. Subject to the availability of the Loan Material, Licensor shall use its best endeavours to supply the Loan Material by such date.
6.2 Not later than thirty (30) days after receipt of Licensor's invoice, Licensee shall pay to Licensor all the Despatch Costs incurred by Licensor in connection with the supply to Licensee of the Loan Material.
6.3 Licensee shall be entitled to retain the Loan Material for not more than one consecutive period of four (4) weeks (unless otherwise agreed in writing by Licensor) during which period Licensee may either broadcast the Loan Material or make a copy thereof for broadcast after expiry of the said loan period in accordance with the terms of this Agreement all of which shall be at the sole risk and expense of Licensee.
6.4 Prior to the expiry of the said loan period Licensee shall at its own expense (such expense to include all the Despatch Costs ) return the Loan Material to Licensor or forward it as directed by Xxxxxxxx.
6.5 In the event that the Loan Material returned by Licensee to Licensor or forwarded by Licensee is found to be damaged or altered (except for normal wear and tear) Licensee shall reimburse Licensor with the cost of any replacement material made by or on behalf of Licensor plus an appropriate handling charge upon receipt from Licensor of an invoice therefor.
7. RETURN OF MATERIAL
Unless otherwise agreed upon in the Main Schedule, upon termination of this Agreement, Licensee shall at its own expense (such expense to include all the Despatch Costs) return to Licensor at Licensor's address stated in this Agreement (or such other address as Licensor shall notify Licensee) all the Material together with any other material supplied to Licensee in connection with the Programme(s) and any copies of all such material made by Licensee. Alternatively, if agreed in writing by Licensor, all such material shall be erased or destroyed and in such event Licensee shall send to Licensor a certificate of erasure or destruction (as the case may be).
8. PUBLICITY MATERIAL
8.1Licensor shall supply to Licensee at the cost of Licensor copies of selected publicity material relating to the Programme(s) which shall be in the possession of Licensor but which shall in any event include a programme synopsis, publicity photographs and (if Licensee makes a foreign-language or sub-titled version) a post production script.
8.2 Any additional copies of such material or any special material requested by Licensee shall be supplied at the discretion of Licensor at cost plus an appropriate handling charge.
9. LANGUAGE VERSIONS
Licensee is entitled to dub and/or sub-title the Programme(s) into the Language(s) granted under the present Agreement. Any and all costs in connection with the versioning of the Programme(s) shall be fully borne by Licensee.
Copyright and ownership of the Programme and dubbed or subtitled versions of the Programme shall vest in the Licensor and/or the Producer represented by the Licensor , subject only to control thereof by Licensee during the Term solely for the purpose of exercise of the rights licensed herein.
Licensor shall be granted access to the dubbed or sub-titled version, at a cost to be negotiated in good faith, and shall be entitled to use and grant to third parties the use of such version for its own purposes.
10. WARRANTIES OF LICENSOR
Licensor warrants and represents to the best of Licensor's knowledge and belief that Licensor has the right without any limitations or restrictions whatsoever (save as specified in Clause 12 hereof) to grant the rights hereby granted to Licensee and that the exercise of such rights will not (subject to the compliance by Licensee with Clause 12 hereof) infringe the rights of any third party. Licensor agrees to indemnify Licensee from and against all actions, claims, damages, costs and expenses directly resulting from any breach on the part of Licensor herein contained on condition that Licensee shall immediately notify Licensor in writing of any such action or claim made against Licensee and on further condition that Licensee shall not compromise or settle any such action or claim except with the prior written consent of Licensor.
11. WARRANTIES OF LICENSEE
Licensee warrants and represents that Licensee shall broadcast the Programme(s) as delivered to Licensee in their entirety and original continuity (including without limitation all copyright notices and all credits whether such credits are on tape, film or supplied as a separate transcript) without any additions, deletions, alterations, or re-ordering save (unless otherwise agreed in writing) for Licensee's normal scheduled advertising and the additions of any sub-titles and/or foreign-language
version and Licensee's own broadcast credit and/or logo. Licensee agrees to indemnify Licensor from and against all actions, claims, damages, costs and expenses resulting from any breach of the warranties representations and undertakings on the part of Licensee herein contained.
12. PERFORMING RIGHTS
Licensee undertakes to obtain from Licensee's local performing right society, publisher, or other appropriate collecting body at Licensee's sole responsibility and expense all broadcasting and transmission rights (whether such performing rights be so-called "grand rights" or "small rights") relating to the broadcast and transmission within the Territory by Licensee of any copyright music contained in the Programme(s). Licensor shall supply Licensee with a detailed music cue sheet for such purpose.
13. EXTRACTS
Licensee shall be entitled during the Licence Period to broadcast extracts from each of the Programme(s) not exceeding three minutes in total length per programme solely for the purpose of promoting the broadcast of the Programme(s) by Licensee and for pre-and post-broadcast bona fide comment and review purposes and not otherwise.
14. FESTIVALS
Licensee shall not be entitled to exhibit the Programme(s) at any festivals, trade fairs or similar events or places except with the prior written consent of Licensor.
15. ENDORSEMENT
Licensee shall not be entitled to use the Programme(s) as an endorsement of any product, person, firm or corporation.
16. CENSORSHIP
In the event that Government Censorship Authorities of the Territory do not permit the exhibition of the Programme(s), Licensee shall furnish Licensor with a Certificate of Rejection and the said Programme(s) shall be deleted from the Agreement and the Licence Fee shall be reduced accordingly, with full amount refund for any moneys paid.
17. WITHDRAWAL
Licensor reserves the right to withdraw any Programme(s) from this Agreement, effective as of Licensee’s receipt of Licensor’s notice of withdrawal, if Licensor determines that the telecasting or continued telecasting of such Programmes would or might infringe upon the rights of others or violate any law, court order or regulation or ruling of any governmental authority, or if Licensor deems such withdrawal necessary or advisable because of any claim, litigation or threatened litigation with respect thereto.
If Licensor withdraws any Programme(s), Licensor may, at its election, (a) forthwith deliver to Licensee another Programme(s) (not otherwise licensed hereunder) that Licensor and Licensee deem of comparable quality, subject to all of the terms and conditions herein contained with respect to such withdrawn Programme(s), or (b) terminate this Agreement with respect to such Programme(s) and Licensee shall and does waive all claims for damages arising therefrom. In the event of such termination, the License Fee applicable to such Programme(s) will be refunded if the Programme(s) has not yet been telecast or distributed and in the event there have been one or more telecasts, Licensor shall refund within thirty (30) days of notice to withdraw such portion of the Licence Fee for the Programme(s) as it determines in good faith to be fair and reasonable under the circumstances.
If Licensee is unable to broadcast any Programme(s) on the scheduled broadcast date therefore (as specified in this Agreement) because such Programme(s) has been withdrawn and no substitute furnished therefore
at such time, then Licensee shall have no obligation to make any payment for such broadcast.
18. NON PERFORMANCE
Licensor shall not be liable for any failure to deliver a Programme(s) in accordance with Licensor’s obligations hereunder by reasons of « force majeure » (i.e., without limitation, Act of God earthquake, flood, fire, epidemic, explosion, casualty, lockout, boycott, strike, labour controversy, riot, civil disturbance, war or armed conflict, act of a public enemy, embargo, order or decree of any governmental agency or tribunal), delay of a common carrier, inability without fault on the part of either party to obtain sufficient material, labour, transportation, power or other essential commodities or other cause of a similar or different nature beyond Licensor’s control, or because of non production of failure to complete production for any of the above reasons of any Programme(s) as yet unproduced.
If, for any reason set forth above, Licensor is unable to deliver a Programme(s), Licensor shall either (i) deliver a replacement Programme(s) which Licensee and Licensor deem of comparable quality, (ii) extend the Licence Period for the Programme(s) hereunder or, (iii) return that portion of the Licence Fee allocated for said Programme(s).
19. DEFAULT
If Licensee fails to make payments as and when due hereunder, fails to order and pay for material, or otherwise breaches any restrictions or other material provision of this Agreement, or if a voluntary petition in bankruptcy shall be filed by Licensee, or if a receiver, trustee or liquidator of Licensee or its property be appointed, (each and all events being herein defined as « default ») then, at any time during the continuance of any such default Licensor may, in addition to any other rights it may have at law or in equity, at its options and without in any way impairing its right to payment in full hereunder, suspend delivery of prints hereunder and/or terminate all rights herein granted without refunding or rebating any amounts whatsoever to Licensee and Licensor shall have the right to immediately exploit the Programme(s) in any and all media it
shall so desire. Upon any termination hereunder, all License Fees then due or to become due to Licensor hereunder shall become immediately due and payable.
Notwithstanding the foregoing, Licensor shall give Licensee written notice of intention to terminate this or any other license by reason of Licensee’s default hereunder and Licensee shall have thirty (30) days within which to cure such default (provided that the foregoing notice requirement shall not apply to voluntary bankruptcy or any other default which, by its nature, cannot be cured within thirty (30) days).
20. INDEMNITY
Each party will indemnify and hold the other (and any assignees or licensees thereof permitted under this Agreement, their officers, directors and employees) harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees (herein collectively referred to as « claims ») arising out of the broadcasting hereunder of any material furnished by such party.
Further, Licensee shall indemnify and hold Licensor harmless from and against any claims arising out of Licensee’s editing of or deletion of material from any Programme(s) broadcast hereunder and/or arising out of Licensee’s failure to broadcast credits and/or arising out of any breach by Licensee of this Agreement or any failure by Licensee to perform any acts required by it hereunder. Licensee or Licensor, as the case may be, shall promptly notify the other party of any claim or litigation to which such other party’s indemnity applies.
21. ASSIGNMENT
Licensee shall not assign this Agreement in whole or in part, to any third party without the prior written consent of Licensor. Any such assignment or sub licence so permitted or consented shall not relieve Licensee of any of its obligations hereunder. Licensor may assign its rights hereunder, in whole or in part at any time, to any person, firm or corporation, provided however that no such assignment shall relieve Licensor of any obligations hereunder.
22. NOTICES
Any notices to be given hereunder shall be in writing, by personal delivery or by air mail, fax or telegram to the address of the party to be served with such notice set out in this Agreement (or such other address as may be designated in writing by registered mail by either party.
Notice given by mail or by telegram shall be deemed given on the date of mailing thereof or of delivery of such telegram to a telegraph office, charges prepaid or to be billed.
23. LAW, JURISDICTION AND GENERAL PROVISIONS
A waiver by either party of any of the Terms and Conditions of this Agreement in any one instance shall not be construed to be a waiver of such Term or Condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party.
Nothing herein contained shall constitute a partnership between or joint venture by one of the parties hereto, or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this clause and neither party shall become liable by any representation, act or omission of the other contrary to the provisions thereof.
This Agreement shall be governed by and construed in accordance with the laws of France, the Court of Paris being competent, applicable to contracts entered into and full to be performed therein.
This Agreement contains the entire understanding of the parties hereto relating to the subject matter herein contained, and this Agreement cannot be changed, rescinded or terminated orally.
The titles of the paragraphs of this Agreement are for convenience only and shall not in any way affect the interpretation of any of the paragraphs of this Agreement or of this Agreement itself.