PARK CIRCUS LIMITED STANDARD TERMS
Download a pdf - Park Circus Standard Terms 2012
These terms apply where referenced in a Licensing Agreement. A Licensing Agreement, together with these terms, form "this Contract". In the event of conflict between a Licensing Agreement, and these terms, then the Licensing Agreement will prevail.
Any term defined in a Licensing Agreement shall have the meaning set out in that Licensing Agreement.
1. We grant you a licence to exhibit the Film(s) theatrically at the Premises during the Licence Period up to the Maximum Number of Performances.
2. All other rights in relation to the Film(s) are reserved. You will not exhibit the Film(s) other than as expressly licensed under Clause 1. Nothing in this Contract transfers intellectual property rights.
3. You shall be responsible for obtaining and paying for any licences required in relation to exhibition of the Film(s) in the venue including, without limitation, local government licences and licences from collecting societies such as the Performing Rights Society (or its equivalent in other jurisdictions).
4. Unless stated otherwise in the Licensing Agreement, the Film(s) shall not form part of a programme where other films are being exhibited including (without limitation) as part of a double bill.
5. You should be aware that the Film(s) may be separately licensed for exhibition on television or distribution including (without limitation) DVD distribution during the period you are entitled to exploit the Film(s).
6. You may not remove any branding from the Film(s). You may only exhibit the Film(s) in their entirety with original continuity of subject in linear form, and you must exhibit all the copyright statements and all the credits in the Film(s).
PRINT DISTRIBUTION, STORAGE AND COLLECTION (FILM STOCK)
7. If you have indicated in the Licensing Agreement that you require a 35mm print of a Film from us then:
- We will make available such a print ("the Print") for collection by you (or on your behalf) during normal business hours from Deluxe Film Services Limited, 17 Wadsworth Road, Perivale, Greenford, UB6 7JD, UK or such other address in mainland United Kingdom specified by us ("Collection");
- Alternatively, and only where specified by us, we will deliver the Print to the Premises (typically this occurs where the Print is being moved from cinema to cinema without returning to the central storage point) ("PC Delivery");
- No later than the next business day following expiry of the Licence Period you will deliver the Print to the address you collected it from, or such other address in mainland United Kingdom specified by us, in each case during normal business hours ("Return"); and/or
- Alternatively, and only where specified by us, you will allow us, or our representatives, to collect the Print from the Premises during normal business hours (typically this occurs where the Print is being moved from cinema to cinema without returning to the central storage point) ("PC Collection").
To be clear you will pay for the cost of Collection and Return.
8. You will be responsible for any loss of or damage to the Print (other than normal wear or tear) during the period between: i) Collection or PC Delivery; and ii) Return or PC Collection ("the Responsibility Period"). During the Responsibility Period: i) you will store the Print securely; ii) you will not copy the Print, or allow the Print to be copied. You must insure against loss or damage to the Print during the Responsibility Period. You will provide reasonable evidence of that insurance to us on request.
9. You will report to us any loss of or damage (other than normal wear or tear) to the Print as soon as reasonably practicable after you become aware of the same. If a Print is lost or damaged during the Responsibility Period then we may invoice you for, and you must pay, the cost to us of producing a replacement.
10. We do not routinely inspect Prints for damage. If the Print is damaged at the point of your receipt then you must let us know as soon as reasonable practicable. In that event we will use reasonable endeavours to get a replacement Print to you as soon as we can. If you do not report damage to Print at the point of receipt, and the subsequent exhibitor reports damage to the Print at the point of his/her/its receipt, then we will assume you damaged the Print unless you can prove otherwise.
PRINT DISTRIBUTION (DIGITAL)
11. If you have indicated in the Licensing Agreement that you require a digital print of a Film from us then we will authorise our digital fulfilment house, to put a digital copy of the Film in an industry standard format onto an external hard disk device, and to subsequently deliver that hard disk device to you. We may instruct that that copy is encoded with digital rights management information such that it can only be exhibited in accordance with the terms of this contract. To be clear, you will require a separate contract in relation to delivery and return of the hard disk device and similar matters.
PRINT DISTRIBUTION (DVD AND VIDEOTAPE)
11.1 If you have indicated in the Licensing Agreement that you require a DVD or videotape copy of a Film then
- We will deliver such a copy ("the Tape") to the address specified by you ("Delivery");
- No later than the next business day following expiry of the Licence Period, you will deliver the Tape to the main business address of Park Circus Limited, or such other address in mainland United Kingdom specified by us, in each case during normal business hours ("Return").
12. You will be responsible for any loss of or damage to the Tape (other than normal wear or tear) during the period between: i) Delivery; and ii) Return ("the Responsibility Period"). During the Responsibility Period: i) you will store the Tape securely; ii) you will not copy the Tape, or allow the Tape to be copied.
13. The provisions of Clauses 9 and 10 above in relation to Prints apply equally to Tapes.
14. In exchange for the grant of the licence in Clause 1, and performance of our obligations under the Contract, you will pay to us:-
- The Minimum Guarantee;
- A sum equivalent to the Box Office Percentage of the Total Box Office Income (after deduction of the Minimum Guarantee) (in these terms the "Percentage Payment"); and
- The Handling and Courier Charges.
15. We will invoice you for the Minimum Guarantee on or after the date set out in the Licensing Agreement. Where the Licensing Agreement specifies "Payment in Advance" then you have no rights under this Contract, and we have no obligations under this Contract, until we have received the Minimum Guarantee in cleared funds.
16. We will invoice you for the Handling and Courier Charges on or after the date set out in the Licensing Agreement.
17. In these terms the "Total Box Office Income" means the total box office receipts in respect of the exhibitions of the Film(s) licensed under the Contract. Tickets for the exhibitions shall be sold at the Premises' standard ticket prices. Where complimentary tickets for such exhibitions are given then that shall be deemed to be a sale of a ticket at the Premises' most expensive ticket price and the Total Box Office Income shall be increased accordingly.
18. If the Box Office Percentage is greater than 0% then you shall send to us by post, fax or email an accurate and true statement of Total Box Office Income no later than seven days after the end of the Licence Period (“the Box Office Return"). If you do not then the Total Box Office Income will be deemed to be the figures supplied by Rentrak or ii) where the Rentrak figures are not reasonable available to us an amount equal to 10 times the Minimum Guarantee.
19. If the Box Office Percentage is greater than 0% and you fail to exhibit the Film(s) other than as a result of a Force Majeure Event (defined below) then the Total Box Office Income will be deemed to be twice the Minimum Guarantee.
20. Following our receipt of the Box Office Return, or if earlier the date seven days after the end of the Licence Period, we will invoice you for the Percentage Payment. That invoice will be sent to the Invoicing Address specified in the Licensing Agreement.
21. All sums set out in Licensing Agreement are expressed exclusive of United Kingdom Value Added Tax or equivalent sales taxes in other jurisdictions. We may invoice, and you shall pay, the Value Added Tax (or equivalent) thereon at the rate and in the manner prescribed by law, from time to time.
22. You must pay all invoices validly raised by us no later than twenty eight days from the date we sent the invoice to you (in these terms "the Due Date"). If you do not then we may charge you interest on any amount validly invoiced that has not been paid during the period between the Due Date and the date of payment at a rate of 4% per annum above the base lending rate of Coutts & Co bank.
23. You may use the Publicity Materials we deliver to you ("Delivered Publicity Materials") in order to promote your exhibition of the Film(s) during the Licence Period, but not for any other purpose.
24. Following the Licence Period, you will return the Delivered Publicity Materials to us. You shall not sell or otherwise dispose of the Delivered Publicity Materials without our consent.
25. If the Delivered Publicity Materials include stills from the movie (in whatever format) then you may reproduce these stills in press releases and adverts for your exhibition of the Film during the Licence Period.
26. You may not remove any branding from the Delivered Publicity Materials or any copies of the Delivered Publicity Materials. You may not alter the Delivered Publicity Materials in any way. You must display all copyright statements and credits as specified in the Delivered Publicity Materials or as otherwise specified by us whenever you display or reproduce the Delivered Publicity Materials. You may not make an endorsement of any product or sponsorship relating to the Film(s).
27. We warrant to you that the relevant copyright owners in the Film(s) have authorised us to grant the non-exclusive licence set out in this Contract.
28. We warrant to you that any Print or Tape we deliver to you will be in a good condition (fair wear and tear excepted) and fit for the purpose of theatrical exhibition. If not, provided we follow the procedure for replacement Prints set out in Clause 10 above, we will have no further liability.
29. Except as expressly stated in these terms, all warranties, all conditions, and all intellectual property licences (whether implied by statute, common law or otherwise) are hereby excluded to the fullest extent permitted by law.
30. You may not disclose information about pricing in this Contract. We may identify you as a customer of ours.
31. Nothing in this Contract limits the liability of a party for: i) death, personal injury or fraud; or ii) for infringement of intellectual property rights; or iii) for breach of Clause 30.
32. Subject always to Clause 31, our total aggregate liability to you under or in relation to the subject matter of this Contract is limited to two times the total of all sums then paid and/or payable by you to us under this Contract.
33. Subject always to Clause 31, in no event shall we be liable to you, for any: i) loss of profits, loss of business, loss of revenue, loss of goodwill, loss of data or unrealised anticipated savings; and/or ii) indirect or consequential loss or damage, (in each case) to extent suffered or incurred under or in connection with the subject matter of this Contract.
34. Nothing in this Contract creates any relationship of partnership or agency between you and us.
35. For the purposes of this Contract, the expression “Force Majeure Event” shall mean any cause preventing or delaying the performance by a party to this Contract of its obligations and which arises from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (without limitation):
- Power failure, breakdown in equipment, failure of suppliers, telecommunications failures, computer viruses (or other similar disruptive computer coding) or internet down time;
- Strikes, lockouts, blockades, embargoes or industrial disputes by any labour not employed by the party affected.
36. Neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever (including but not limited to any damages) whether directly or indirectly caused to or incurred by that other party by reason of any failure or delay in the performance of its obligations hereunder which is due to Force Majeure Event.
37. No party may assign its rights and/or obligations under this Contract without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
38. The Licensing Agreement and these terms constitutes the entire agreement between the parties relating to the subject matter of this Contract and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties, and arrangements of any nature between the parties in relation to the subject matter of this Contract.
39. We will only accept responsibility for the payment of a Virtual Print Fee (“VPF”) (or similar) charge where we have agreed to do so in writing. Any other claims for VPF charges will be for your own account.
40. No variation of the Contract shall be effective unless made in writing and signed by you and us.
41. Nothing in this Contract creates legal rights for any person other than you or us.
42. If a provision of this Contract is held to be illegal, invalid or unenforceable under any enactment or rule of law in any jurisdiction, then such provision shall, to that extent, be deemed not to form part of this Contract and the legality, validity and enforceability of the remainder of this Contract shall not be affected.
43. No failure or delay in exercising, any right or remedy in connection with this Contract shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy under this Contract shall preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. A waiver of any breach of this Contract shall not be deemed to be a waiver of any subsequent breach.
44. This Contract shall be interpreted under and performed in accordance with and governed by Scottish Law. All disputes between you and us in relation to this Contract shall be heard exclusively in the Scottish Courts.
These terms and conditions ("the Terms") govern your use of the Park Circus Ltd. website (the "Website").
Please read through the Terms. If you do not agree with the Terms, do not use this Website. If you do use the Website, your conduct indicates that you agree to be bound by the Terms.
Unless otherwise specified the copyright in the contents of all pages in this Website is owned by or licensed to Park Circus Ltd., or reproduced with permission. All film stills used throughout this site are copyright of each film's studio and are used with permission to promote the titles, these should not be reproduced.
Conditions of your use of this Website:
You may print or download to disk the contents of any page of this Website for the purpose of private and personal non-commercial use only. You may also permit your computer to make an electronically stored, transient copy of the content of this Website for the purpose of viewing it while not connected to the Internet. Except as stated above, the contents of this Website may not be reproduced, distributed, republished, sold, displayed, posted or transmitted in any form or by any means without the prior express written permission of Park Circus Ltd.
Exclusion of Park Circus Ltd’s liability
The information contained in the material in this Website is only for information purposes and is subject to change. Park Circus Ltd, by permitting the use of this Website, does not hold itself out as providing any legal, financial or other advice. It also does not make any recommendation or endorsement as to any investment, advisor or other service or product or to any material submitted by third parties or linked to this Website. The material on this Website does not constitute advice and you should not rely on any material in this Website to make (or refrain from making) any decision or take (or refrain from taking) any action.
Park Circus Ltd. does not make any warranty or representation as to the accuracy or fitness for purpose of any material on this Website or the reliability of the access to this Website. In no event do we accept liability of any description, including liability for negligence (except for personal injury or death), for any damages or losses (including, without limitation, loss of business, revenue, profits, or consequential loss) whatsoever resulting from use of or inability to use this Website.
Park Circus Ltd. makes no warranty that this Website (or websites which are linked to this Website) is free from computer viruses or any other malicious or impairing computer program. The pages contained in this Website may contain technical inaccuracies and typographical errors. The information in these pages may be updated from time to time and may at times be out of date. We accept no responsibility for keeping the information in these pages up to date or liability for any failure to do so.
This Website may contain information and material originated and submitted by third parties. Park Circus Ltd. excludes all liability for any illegality arising from or error, omission or inaccuracy in such material. This Website also contains links to other websites which are not under the control of and are not maintained by Park Circus Ltd. Park Circus Ltd. is not responsible for the content of those sites. Park Circus Ltd. provides these links for your convenience only but does not necessarily endorse the material on these sites.
The Courts of Scotland shall have exclusive jurisdiction over all claims or disputes arising in relation to, out of or in connection with this Website and its use and these Terms. Where national regulatory authorities have jurisdiction over the contents of this Website, Park Circus Ltd. has attempted to ensure compliance with the requirements of such regulatory body. However, some of the information in the pages contained in this Website is not to be accessed from certain jurisdictions and no representation or warranty is made as to whether the information available in this Website complies with the regulatory regime of countries from which the pages in this Website should not be accessed.