By booking Content with Trafalgar Releasing you are entering into an Agreement with Trafalgar Releasing and agree to be bound by the Booking Confirmation and these Terms and Conditions.
Please read these Terms and Conditions before booking with Trafalgar Releasing. If you do not agree with these Terms and Conditions you may not book an Event with Trafalgar Releasing.
(1) Trafalgar Releasing LIMITED of 1st Floor, 32a-37 Cowper Street, London, EC2A 4AW (the "Distributor"); and
(2) The "Exhibitor" as defined on the Booking Confirmation.
(A) The Distributor distributes content in the Territory and wishes to license the right to exhibit certain Events to the Exhibitor.
(B) The Exhibitor is the owner of certain cinema(s) or other establishments with cinema quality facilities and wishes to accept the licence described in the Booking Confirmation.
(C) The Distributor has agreed to make available to the Exhibitor certain Event(s) on the terms set out on these Terms and Conditions.
It is agreed as follows:
1 Definitions and Interpretation
1.1 In these Terms and Conditions, the following terms shall have the following meanings:
“Agreement”: means these Terms and Conditions and the applicable Booking Confirmation;
“Content Provider(s)”: means the owner of the rights in the Event(s);
“Distributor's Share”: has the meaning given to it in the applicable Booking Confirmation;
“Event(s)”: means the performances as further detailed in the Booking Confirmation;
“Booking Confirmation”: means the Booking Confirmation for the applicable Event containing Event-specific terms agreed between the Distributor and the Exhibitor;
“Event Schedule Term”: has the meaning given to it in the applicable Booking Confirmation;
“Format”: means live by satellite or recorded by DCP or Blu-Ray, as applicable, as detailed in the Booking Confirmation;
“Gross Box Office”: means all sums actually and indefeasibly received by Exhibitor, for any right or license to exhibit the Event(s);
“Net Receipts”: means the Gross Box Office net only of VAT and any actual verifiable refunds;
“Screening(s)”: means the various screenings of the Event(s) to be held at the licensed Site(s);
“Site(s)”: means the venues where the Event(s) will take place, as detailed in the applicable Booking Confirmation; and
“Territory”: means the country where the Exhibitor is located.
1.2 Clause and Schedule headings are for ease of reference only and shall not affect the construction of the Agreement.
1.3 The terms 'include' and 'including' shall be construed without limiting the words preceding them.
2.1 Subject to the full execution of these Terms and Conditions and in consideration of the agreement by the Exhibitor to pay to the Distributor the Distributor’s Share, the Distributor shall grant a non-exclusive, revocable, non-transferable license to the Exhibitor for the duration of the applicable Event Schedule Term the right:
2.1.1 to exhibit and screen the Event(s) in the Territory on the terms set out herein and the applicable Booking Confirmation; and
2.1.2 to promote and market the Screenings,
provided that no such licence shall take effect until the Exhibitor has received a Booking Confirmation from the Distributor.
2.2 The parties agree and acknowledge that these Terms and Conditions do not:
2.2.1 create an obligation to enter into any Booking Confirmation; or
2.2.2 create an obligation for Distributor to license any Event(s) to the Exhibitor and the Exhibitor is not under the obligation to accept any licence of any Event(s).
2.3 Exhibitor remains at liberty to screen content from another licensor or distributor.
3.1 The licence granted in respect of each Event is for the non-exclusive right to exhibit the Event(s) for broadcast in High Definition in the Format, as applicable, at the Sites(s) as further set out in the applicable Booking Confirmation.
3.2 Where the Format is live, as listed in the relevant Booking Confirmation:
3.2.1 the Distributor shall supply the Event(s) to industry technical standards. In order to ensure the technical quality of the transmissions the live feed on the day of the Event(s) shall be broadcast no later than one hour prior to the actual commencement of the Event(s) to verify the signal and to permit troubleshooting and correction of any problems. The Distributor may provide additional satellite tests that will be notified to Exhibitor;
3.2.2 the Exhibitor shall:
220.127.116.11 participate in satellite signal path tests for the transmission signal for each Event(s), the timing of which shall be notified to the Exhibitor with sufficient notice for any changes or repairs to be organised ahead of the Event(s);
18.104.22.168 adjust its technical receivers to correspond to the relevant tuning information distributed ahead of each Event(s);
22.214.171.124 ensure that a qualified projectionist technician is available and on duty for the satellite tests and for each live broadcast and shall provide the contact details of such nominated projectionist to the Distributor in advance of such test and broadcast;
126.96.36.199 promptly report any technical issues to the nominated technical support helpline notified to it. The Exhibitor shall periodically review its equipment to ensure and maintain the good local quality of Event(s) licensed under the Booking Confirmation; and
188.8.131.52 use reasonable endeavours to clear the Site(s) of members of the public for Satellite Transmission tests by the Content Provider on the day of the Screening for two hours prior to the exhibition time, if this is not possible the Exhibitor shall check the signal via a TV monitor at the Site(s);
3.2.3 the Exhibitor confirms that the satellite receiving equipment currently fitted in Exhibitor’s Site(s) is suitable for the live downlinking of the Event(s) and that the minimum industry standards for HD projection and satellite equipment are met; and
3.2.4 the Exhibitor agrees to comply with the minimum standards for HD projection and satellite equipment, that is HD projector resolution of 1920x1080 capable of displaying 50i 16x9 image format with no less than 7000 lumens brightness. Satellite equipment must be capable of outputting this format, including digital 5.1 and stereo sound. The Exhibitor will ensure that the satellite dish, receiver, projector and all related satellite equipment to be used has proper technical support and supervision in advance of the Event(s) as well as on the day of the Event(s). In the event that the Distributor (acting reasonably) has any doubts about the technical capability of the satellite equipment or its operation the Distributor shall not be obliged to supply the Event(s) to the Exhibitor. Any technical specification that does not adhere to the above standards will require the Distributor's prior written approval.
3.3 Where the Format is recorded, as listed in the Booking Confirmation:
3.3.1 the Distributor shall provide each individual Event(s) on a Digital Cinema Package (“DCP”) or Blu-Ray, whichever is applicable, to the Exhibitor in advance of the screening date. The Exhibitor shall test the DCP or Blu-Ray on its arrival and shall notify the Distributor immediately if there are any problems with regards to the DCP or Blu-Ray;
3.3.2 the Exhibitor confirms that the equipment currently fitted in Exhibitor’s cinemas meets that the minimum industry standards for HD projection; and
3.3.3 where the Exhibitor is screening the Event(s) via DCP the Exhibitor confirms that they have the capacity to do the same and they will ingest the content onto their servers upon receipt.
3.4 The Distributor shall provide a pre-paid return shipment package with each DCP. The Exhibitor shall return each DCP within 5 days of its last screening date of each individual Event. The costs of delivery pursuant to Clause 3.3.1 and of return shipment to the Distributor shall be charged back to the Exhibitor.
4 Payment Terms
4.1 The Exhibitor shall be entitled to issue up [3 pairs] of complimentary tickets per Screening. Any concessionary tickets issues will be in good faith and on legitimate grounds. Any illegitimate concessionary tickets issued and/or any complimentary tickets issued over the threshold set out in this Clause 4.1 shall be calculated as full price tickets for the purposes of calculating the Gross Box Office.
4.2 The Exhibitor shall pay to the Distributor the Distributor’s Share and the Satellite Fee, if applicable, as set out in the relevant Booking Confirmation.
4.3 Unless otherwise agreed in the Booking Confirmation, the Exhibitor shall pay the Distributor's Share to the Distributor within ten (10) days following the end of the Event Schedule Term.
5 Reporting Obligations
5.1 The Exhibitor will provide the Distributor with weekly ticket sales reports detailing the number of tickets sold, the ticket prices and the Net Receipts in the run up to the Screening(s) commencing from the on sale date for any and all applicable Event(s).
5.2 Reports issued by the Exhibitor hereunder will include all information requested by the Distributor and, in any event the following: i) the Gross Box Office ii) the Net Receipts iii) the number of admissions iv) the number of concessionary admissions v) the number of complimentary tickets issued vi) the number of refunds issued vii) the ticket prices used viii) the number of admissions possible at full capacity.
5.3 Without prejudice to the Distributor's other rights and remedies, the Distributor may charge the Exhibitor daily interest on late payment of the amounts due, at a rate of 4% (four per cent) per annum above the then base lending rate at Barclays Bank plc (at the date the payment was due), from the due date until the date of the actual payment (both before and after any judgement). If the Exhibitor fails to pay or procure payment of any sums due to the Distributor and/or its Content Provider(s) in accordance with these Terms and Conditions and/or the relevant Booking Confirmation then the Exhibitor will pay such sums on demand and will also reimburse the Distributor and/or its Content Provider(s) for any and all expenses (including without limitation legal fees) incurred by the Distributor and/or its Content Provider(s) in recovering such amount(s).
5.4 The Distributor and/or its authorised representative shall have the right upon written request to full access to, and audit of, the books and records of the Exhibitor insofar as they relate to the applicable Event(s) and to payments due to the Distributor and/or its Content Provider(s) as appropriate. The costs of any such audit shall be the Distributor's unless errors exceeding the lesser of 5% (five per cent) and £100 (one hundred pounds sterling) of the sums due to the Distributor shall be found in which case the costs shall be paid or reimbursed by the Exhibitor. In the event that such examination reveals that monies are due to the Distributor and/or its Content Provider(s) such monies shall be paid over to the Distributor and/or its Content Provider(s) together with interest calculated in accordance with Clause 5.3 above within 30 (thirty) days of the results of such examination being expressed to the Exhibitor.
6 Marketing and Promotional Commitments
The Exhibitor and the Distributor shall use their reasonable endeavours to promote the Event(s) via the following activities:
6.1 Exhibitor Responsibilities:
6.1.1 the Exhibitor undertakes that it shall utilise all communication channels to adequately and professionally promote the Event(s), including within the Sites(s), online and via email. The Exhibitor must provide a link via the appropriate section of its website to the website of the Content Provider(s);
6.1.2 all Exhibitor generated marketing materials (or altered provided materials) shall be submitted for approval by the Distributor and/or its Content Provider(s) in accordance with Clause 7 below. In no event may the Exhibitor alter any logos and/or credits on marketing materials provided by the Distributor and/or its Content Provider(s); and
6.1.3 the Exhibitor shall adhere to any and all marketing obligations specified in these Terms and Conditions and any applicable Booking Confirmation; and
6.2 Distributor's Responsibilities:
the Distributor will, in liaison with the Content Provider(s) where relevant, use its reasonable endeavours to provide the Exhibitor with access to any marketing materials which exist for the applicable Event, or example:
6.2.2 digital delivery of posters; and/or
6.2.3 other marketing materials as discussed in good faith.
7.1 All marketing materials created by the Exhibitor (including without limitation printed advertisements, brochure advertising, posters, flyers, postcards and online and email advertising), all marketing materials supplied to the Exhibitor which are subsequently altered by the Exhibitor (excepting customary resizing of images) and all press releases created by the or on behalf of the Exhibitor will be subject to prior approval of the Distributor. Such approval may be exercised in the Distributor's absolute discretion. For the avoidance of doubt, all materials supplied to the Exhibitor by the Distributor and used unaltered do not require further approval of the Distributor.
7.2 Where any approval or consent is required, the party seeking such approval or consent shall afford the other a reasonable opportunity to consider the matter or materials in respect of which its approval or consent is sought and any such approval or consent shall not be unreasonably withheld or denied and if given it shall be communicated in a timely manner. In no event may approval be deemed due to non-response to a request. All approvals or consents given under the Agreement are to be signified in writing.
8 Representations and Warranties
8.1 The parties represent that they have full power and authority to enter into and perform their obligations under these Terms and Conditions and any applicable Booking Confirmation.
8.2 The Distributor warrants that it has been, or will be, granted a licence in respect of the Event(s) covered by the applicable Booking Confirmation to enable it to grant the rights granted to the Exhibitor hereunder.
8.3 The Distributor warrants that, to the best of its knowledge, the grant of a licence to the Exhibitor of the rights in the Event(s) will not infringe the intellectual property rights, including but not limited to any copyrights in the audio-visual recordings, or the moral rights of any third party. Notwithstanding the foregoing the Exhibitor shall be responsible for the payment of any royalties that may become due to rights management societies in the Territory as a result of the Exhibitor's exhibition of the Event(s).
8.4 The Exhibitor warrants that it shall keep the Sites(s) available, and in a good state of repair and cleanliness, for the Screenings and shall use all reasonable care and skill so that the Site(s) and the Screenings shall be of the highest quality.
8.5 The Exhibitor warrants that it shall only exhibit the Events in accordance with the terms of this Agreement.
8.6 The Exhibitor undertakes to not knowingly put the Distributor in breach of any agreement between the Distributor and the Content Provider.
8.7 The Exhibitor warrants that it shall not act in any manner which may (i) be harmful to the goodwill of the Distributor and/or its Content Provider(s), or (ii) bring the Distributor and/or its Content Provider(s) into disrepute, or (iii) be defamatory, obscene or otherwise actionable, or (iv) detrimentally affect or prejudice or infringe the business or intellectual property rights of the Distributor and/or its Content Provider(s).
8.8 The Exhibitor shall maintain and observe commercially reasonable measures (both technological and procedural) to monitor and prevent misappropriation of the Distributor's and/or its Content Provider's property. Where the Exhibitor receives a digital file or tape of the Event(s) for a recorded Screening(s) the Exhibitor shall carry out such commercially reasonable continual security control checks as are required to ensure the security of the digital files. The Exhibitor shall immediately notify the Distributor of any materially significant vulnerability in its internal security system of which it becomes aware. The Exhibitor shall promptly notify the Distributor of any infringement of the Exhibitor's, the Distributor's and/or the Content Provider(s) intellectual property or trademarks which may come to the Exhibitor's notice, including any unauthorised third party reception or recording of any performance.
8.9 The Exhibitor shall screen the Event(s) in their entirety without any cuts or alterations. The Exhibitor will not alter or impair any copyright notice or acknowledgement of the Distributor's and/or the Content Provider(s) other intellectual property rights or any credit(s) that may appear in the Event(s) and/or the associated marketing materials, including all copyright, trademark and similar notices that need to be used and displayed, including any production and sponsorship credits. Moreover the Exhibitor shall not exhibit, during the Screening of the Event(s), any other image than those transmitted by the Distributor and/or its Content Provider(s), unless having first obtained the written consent of the Distributor.
8.10 The Exhibitor acknowledges that the Distributor and/or its Content Provider(s) may seek sponsorship for the Event(s) and in such instances the content and/or marketing materials provided may include details of such sponsorship. In no event may the Exhibitor remove any sponsorship messaging without the Distributor's prior approval. The Exhibitor shall not be entitled to any remuneration as a result of such sponsorship.
9 Liabilities and Indemnities
9.1 The Exhibitor will indemnify, defend and hold harmless the Distributor and each of its directors, trustees, officers, shareholders, employees, agents, representatives, affiliates, successors, and permitted assigns, as applicable, from and against all claims, damages, costs and fees (including reasonable external legal fees and court costs) arising out of or in connection with the Exhibitor's breach of any covenant, undertaking, representation or warranty given by the Exhibitor herein.
9.2 Nothing in this Agreement shall exclude a party’s liability for fraud or theft by it or its employees or death or personal injury caused by its negligence or that of its employees, agents or subcontractors as applicable.
9.3 The Distributor shall have no liability whatsoever in respect of any claim for loss or damage (and related costs and expenses) and other liability whatsoever from any person attending the Event(s) which arises in respect of any breach in the security or safety of the Site(s) or of the negligence on the part of the employees at the Site(s), and the Exhibitor fully and expressly indemnifies the Distributor in respect of any such claim.
9.4 All indemnities provided pursuant to this Agreement will be subject to the Distributor seeking to rely on such indemnity: (i) promptly notifying the Exhibitor in writing of such claim; (ii) giving the Exhibitor reasonable information, assistance and co-operation required to defend such suit, claim, or proceeding; and (iii) allowing the Exhibitor sole control of the defence and all related settlement negotiations, provided that it shall conduct such defence and settlement negotiations without taking or failing to take any action which would be prejudicial to the Distributor without prior written consent.
9.5 Neither party shall, in any manner whatsoever, be liable or otherwise responsible for any delay or default in, or failure of, performance resulting from or arising out of or in connection with any Event of Force Majeure and any such delay, default in, or failure of, performance shall not constitute a breach by either party hereunder. As used herein, "Event of Force Majeure" in respect of a party shall mean any reasonably unforeseeable act, cause, contingency or circumstance beyond the reasonable control of such party, including without limitation, to the extent beyond the reasonable control of such party, the cancellation or postponement of an Event(s) as a result of transmission, broadcast, recording or technical problems of any kind, the cancellations by the artist(s), the artistic value of the Event(s), replacement in the casting and/or changes in the Event(s) timing, any governmental action, order or restriction (whether foreign, federal or state), war (whether or not declared), public strike, riot, labour dispute, act of God, public disaster or laboratory dispute.
9.6 The total liability of the Distributor to the Exhibitor whether arising from tort (including negligence), breach of contract or otherwise under or in connection with this Agreement shall be limited to the Distributor's Share.
10 Termination and Action on Termination
10.1 Either party may terminate these Terms and Conditions without cause by giving 3 (three) months written notice to the other. For the avoidance of doubt, in such circumstances termination of these Terms and Conditions shall not affect the parties' obligations and liabilities to each other in respect of any Event in respect of which the applicable Event Schedule Term has not expired.
10.2 These Terms and Conditions and any Booking Confirmation shall automatically and immediately terminate immediately by written notice to the other if the other is the subject of a petition for a bankruptcy order or becomes insolvent or enters into any arrangement, scheme or composition with its creditors or if any of the other parties assets are subject of any form of seizure, or the other party goes into liquidation either voluntarily (otherwise than for reconstruction or amalgamation) or compulsorily, or a receiver or administrator is appointed over any or all of the other party’s assets.
10.3 Either party may terminate any applicable Booking Confirmation by written notice to the other if the other commits any material breach of any of the provisions of the Agreement in relation to an Event and, in the case of a breach capable of remedy, fails to remedy the same within 7 (seven) days of receipt of a written notice giving full particulars of the breach and requiring it to be remedied. In the event of repeated breaches of these Terms and Conditions and/or any applicable Booking Confirmation by the other, either party may terminate both these Terms and Conditions and any applicable Booking Confirmation by written notice to the other.
10.4 In the event that any Content Provider(s) shall terminate a licence agreement with the Distributor for any reason whatsoever with the result that the Distributor may no longer grant the rights to the Exhibitor in respect of any applicable Event(s), the Distributor shall inform Exhibitor and the applicable Booking Confirmation will terminate immediately and the Distributor shall have no further liability to the Exhibitor in respect of that Event.
10.5 In addition to the above rights, the Distributor shall have the right to terminate these Terms and Conditions and/or any applicable Booking Confirmation in the event that the Exhibitor is subject to numerous technical difficulties during broadcasts of Event(s) which threaten the reputation of the host venue of the Event(s), the Distributor and/or the Content Provider(s).
10.6 On termination, or expiry, of each Booking Confirmation:
10.6.1 the Exhibitor will immediately return any digital files or tapes of the Event(s), delete any local recordings of the Event(s) and return or destroy any recordings of the Event(s), marketing and/or promotional materials created;
10.6.2 all monies due to the Distributor at the date of termination shall be immediately due and payable by the Exhibitor;
10.6.3 clauses which are expressly intended to survive the expiry or earlier termination of these Terms and Conditions or any added Booking Confirmation shall survive in full force and effect; and
10.6.4 each party will remain liable to the other for any sums which are due but have not been paid and any other breaches of these Terms and Conditions or any added Booking Confirmation.
11 General Provisions
11.1 Any notice or other document to be served under the Agreement shall be in writing and may be delivered or sent to the party to be served at its address first above written or at such other address designated from time to time by notice by the party concerned. Any notice or other document shall be sufficiently served if delivered by hand or sent by prepaid first class recorded delivery post addressed to the person designated for that purpose. Notices shall be deemed to have been served three (3) working days after the date when posted or, if personally delivered, when delivered.
11.2 The Exhibitor shall comply with all filing and payment obligations with rights management societies in the Territory and shall promptly pay any and all taxes and duties due as a result of exhibiting the Event(s).
11.3 The Agreement may not be modified except in writing signed by the parties hereto.
11.4 The Distributor shall be freely entitled to assign or transfer the benefit of the Agreement to any third party. The Exhibitor shall not be entitled to assign or transfer the benefit of the Agreement without the Distributor’s prior written consent.
11.5 Any delay by a party in exercising or its non-exercise of any right granted to that party under the Agreement shall not be deemed a waiver of that right.
11.6 Nothing in the Agreement will be deemed to constitute a partnership between the parties nor constitute either party as the agent of the other party for any purpose.
11.7 Confidential Information.
11.7.1 The parties agree to treat with the strictest confidentiality any Confidential Information (as defined in Clause 11.7.2 below), in particular trade secrets of the other party, which may come into their possession in connection with this Agreement, and to neither pass it on to third parties nor exploit it in any other way. This applies to any unauthorized third parties, that is, also unauthorized employees of the parties, insofar as the sharing of information is not part of the proper fulfilment of the contractual obligations. The parties agree that, when in doubt, the parties shall seek consent from the other before sharing any information. In addition, any applicable statutory data protection regulations also apply.
11.7.2 "Confidential information" shall mean any information that one party discloses to the other in connection with the Agreement, whether in written, verbal, visual, or electronic form, and which is identified as “Confidential“ (or whose confidential nature is self-evident from the circumstances). In particular, any technical and marketing-relevant information about movie theatres, even if these are not marked “Confidential“, shall be deemed to be confidential.
11.7.3 Information is not considered as Confidential Information for purposes of this Agreement if:
184.108.40.206 it has been legally acquired from third parties which are not bound by an obligation to maintain confidentiality and which did not receive this information through a violation of the data protection regulations; and/or
220.127.116.11 one of the parties has discovered such information independently and without recourse to information provided by the other party; and/or
18.104.22.168 the information involved has become known publicly through no fault of or without assistance from one of the parties.
11.8 Each party agrees at the cost of the requesting party to execute, acknowledge and deliver such further instruments and to do all such further acts and things as may be necessary or appropriate to give full effect to the Agreement.
11.9 Excluding the Content Owner's ability to bring claims against the Exhibitor for improper use of its content, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
11.10 Except to the extent of any misrepresentation or breach of warranty which constitutes fraud, the Agreement (constituting these Terms and Conditions and the applicable Booking Confirmation) constitutes the entire agreement between the parties relating to the transactions contemplated by these Terms and Conditions and the applicable Booking Confirmation and supersedes any and all prior understandings or agreements whether oral or written.
11.11 The applicable Booking Confirmation shall form part of the Agreement upon full execution thereof.
11.12 These Terms and Conditions shall be read in conjunction with the applicable Booking Confirmation. In the event of any conflict between these Terms and Conditions and the applicable Booking Confirmation, the terms of the applicable Booking Confirmation shall prevail.
11.13 These Terms and Conditions and any and all Booking Confirmations may be executed in counterparts, each of which shall constitute an original but which, when taken together, shall constitute one instrument. A counterpart signature page of these Terms and Conditions and any Booking Confirmation executed by a party and sent by facsimile or transmitted electronically as a tagged image format file (TIFF) or in portable document format (PDF) shall be treated as an original, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment.
11.14 The Agreement (and any non-contractual obligations arising in connection with it) shall be construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts thereof.
IN WITNESS WHEREOF the parties have executed these Standard Terms with effect as of the date first above written.