What follows are the fourteen terms and conditions of the agreement entered into between the Mechanical-Copyright Protection Society Limited ("MCPS") and a Production Company where the Production Company has offered to enter into an agreement on such terms and conditions and MCPS has notified the Production Company of its acceptance of that offer.
1. MCPS enters into this Code of Conduct on behalf of itself and its current and future Production Music Library members (“Production Music Publishers”).
2. MCPS hereby authorises the Producer to receive Musical Works and Sound Recordings known as Production Music controlled or administered by the Production Music Publishers (“Production Music Works”) during the period of this Code of Conduct in the form of sound carriers supplied by Production Music Publishers (“Production Music Discs”/ “Production Music Files”).
3. In return for the above authorisation, the Producer agrees that it will at all times comply with the terms and conditions set out in this Code of Conduct. The authorisation is conditional upon the Producer doing this.
4. For the avoidance of doubt, no authorisation is granted to the Producer under this Code of Conduct to either copy or distribute Production Music Works. Such authorisation may only be granted by the issuing of a licence. Any such licence is, for the further avoidance of doubt, subject to the conditions set out in this Code of Conduct as well as those set out in the licence itself.
5. In order to apply for a licence to copy and/or distribute Production Music Works, the relevant MCPS Application for Music Licence (“AFML”) must be fully and accurately completed by the Producer and received by MCPS in accordance with the following rules. The Producer must complete all parts of the AFML set out in either the MCPS On-line AFML or the MCPS Application for Music Licence form (Document No, 54-34). This must be carried out for each separate production incorporating any Production Music Work, and the Producer must deliver the properly completed Form to MCPS immediately upon completion of the production.
6.(a) Licences for the recording of Production Music Works are granted in the form of invoices at rates published in the MCPS Production Music Rate Card and on terms and conditions set out on the front and back of the invoices. However, where the relevant Application for Music Licence has not been received by MCPS in accordance with the provisions of this Code of Conduct, MCPS on behalf of the Production Music Publishers reserves the right to charge rates above those published.
(b) Licences are at all times conditional upon full compliance with the terms and conditions set out in the licence document, including the payment of the royalties and other fees specified in the invoice and VAT thereon within the period stated in the invoice. The standard terms on which licences are granted for the use of Production Music Works are printed on the invoice. Specimen copies may be obtained from MCPS upon application, but these may be subject to change from time to time.
7.(a) MCPS may give written notice of not less than 5 working days that it wishes to carry out verification procedures at the Producer’s premises. Where this notice has been given, the Producer will allow MCPS through its authorised representatives to attend any of the Producer’s premises, and inspect and take copies of productions, books, documentary records and supporting documentation (for example, the Client’s production details) as they consider are required to check that the Producer is fulfilling its obligations under this Code of Conduct and any licences granted by MCPS. The Producer undertakes that it will maintain books and documentary records and such underlying documentation as will enable the representatives to carry out their task satisfactorily. This Clause applies even after this Code of Conduct has been terminated, but only for a period of one year thereafter.
(b) Where inspections carried out as referred to in (a) above (or any other inspections, verifications or other monitoring exercises that MCPS undertakes) reveal that the Producer has failed to properly license its productions according to this Code of Conduct (or any licence issued under it), then MCPS reserves the right to charge the Producer in relation to its costs incurred in undertaking such inspection, verification or other monitoring exercise (in addition to any further licence fees that may be payable).
8. Where the Producer is or becomes a member of a trade organisation or other similar organisation or association with whom MCPS has an agreement with regard to the use of Production Music Works, this Code of Conduct shall be subject to the terms and conditions of that agreement. If the latter agreement ceases to have effect for any reason, this Code of Conduct shall again apply with effect from the date of termination.
9(a) This Code of Conduct may be terminated by either party upon 4 weeks written notice.
(b) In addition, MCPS shall have the right to terminate this Code of Conduct immediately by written notice to the Producer if: (i) the Producer commits a material breach of this Code of Conduct which is not capable of remedy; or (ii) the Producer commits a material breach of this Code of Conduct which is capable of remedy but which has not been so remedied within 2 weeks of notice thereof; or (iii) the Producer goes into receivership or any resolution is passed for its winding-up or liquidation (other than for the purposes of reconstruction or amalgamation) or is otherwise unable to pay its debts.
(c) MCPS may amend this Code of Conduct by giving four weeks notice to the Producer, at which point such amended Code of Conduct will become binding on the Producer. The Producer may in such circumstances terminate the Code Conduct by giving notice to MCPS prior to the date on which the amendment was to take effect.
(d) If this Code of Conduct is terminated as between MCPS and the Producer, then the Producer shall no longer have the right to apply for licences from MCPS to copy and/or distribute Production Music.
10. Physical copies of the MCPS Production Music Rate Card and Application for Licence form are available on application to MCPS (on-line versions of these documents also being available on this web-site) and the Producer hereby confirms that it is familiar with these documents. All references to such documents are references to the documents as published and updated from time to time by MCPS.
11. MCPS will ask the Producer how it wishes to be contacted (if at all) by Production Music Publishers in relation to the availability of their music. MCPS will use reasonable endeavours to ensure that Production Music Publishers comply with the Producer’s instructions in this regard.
12. This Code of Conduct is only between MCPS and the Producer, and its terms and conditions may not be relied on by any other party. It may not be assigned.
13. This Licence shall be construed according to the laws of England and Wales and the parties agree to submit to the jurisdiction of the English Courts.
