These Music Licence Terms of Use are valid for new customers as of 18 November 2024, and existing customers upon the anniversary of their Music Licence between 1 March 2024 - 28 February 2026.
1. Grant of licence
Subject to these Terms of Use, OneMusic (We, Us, Our) grant You on and from the Commencement Date the Licensed Rights applicable to Your Music Cover in New Zealand for each Licence Period (Licence).
2. Restrictions and Limitations
2.1 The Licence does not cover:
a) any right or music use not declared as Your Music Cover under this Agreement;
b) performance by way of a live performer, DJ or karaoke where there is an advertised ticket price of $35 or more (in such cases a separate APRA Event Licence will be required and, if sound recordings are used, the permission of rights holders is required, which can be obtained via a Recorded Music NZ Special Event Licence);
c) the use of any:
i. Grand Right Work in its entirety, except by means of a theatrically released Film;
ii. musical work in a Dramatic Context, except by means of a theatrically released Film;
iii. music and associated words composed or used for a ballet if accompanied by a visual representation of that ballet, except by means of a theatrically released Film;
iv. choral work of more than 20 minutes duration in its entirety;
v. Work so as to burlesque or parody the Work; or
vi. Work with unauthorised new or substituted lyrics, or any lyrics which have been notified by APRA as prohibited;
d) the use of APRA Works or RMNZ Sound Recordings in any manner that could reasonably be regarded as suggesting an approval, affiliation or endorsement by an artist or group of Your business or goods/services including a political party or cause;
e) the right to sub-license anyone else to Perform or Communicate the Licensed Rights under this Agreement;
f) the Reproduction of any Works or Sound Recordings in connection with an Advertisement; or
g) the right to engage in, authorise or permit the performance, communication, distribution or sale or copying of any pirate, counterfeit or bootleg music, or perform or communicate music that has been downloaded from sites on the internet that are engaged in the unauthorised supply of music.
3. Term
This Agreement commences on the Commencement Date and continues until terminated in accordance with clause 15 of these Terms of Use (Term).
4. Licence Fee
4.1. Your Licence Fee is calculated in accordance with Your declared Music Cover and the rates and rate structures applicable to Your business.
4.2. Your Licence Fee (or Licence Fee monthly instalment) is payable to Us within 30 days from the date of the relevant tax invoice issued to You in accordance with clause 6.2, 7.5, or 8.2.
4.3. We may, by written notice to You, update Your Licence Fee, based on the revised information and change to Your Music Cover arising as a result of clause 11 or clause 12, as relevant.
4.4. Subject to clause 4.5 below, We may increase the GST-exclusive component of any fees or rates expressed in the form of $ on the CPI Date during the Term by no more than the increase in the Consumer Price Index between the two previous December Quarters (CPI Adjustment).
4.5. Any CPI Adjustment applied to fees or rates in accordance with clause 4.4 will only be applied to Your Licence Fee calculation at the commencement of the Licence Period immediately following the CPI Adjustment date.
5. GST
5.1. All fees and rates include GST unless otherwise stated.
5.2. In relation to any GST payable for a taxable supply under this agreement, You must pay the GST subject to Us providing a tax invoice.
5.3. Terms used in this clause 5 which are defined in the GST Act have the same meaning as in the GST Act.
6. Automated Payments
6.1. If You have elected to use the Automated Payment option, You must pay Us the Licence Fee (or Licence Fee monthly instalment) in advance on an automated monthly or annual basis, depending upon Your preferred payment option.
6.2. Under the Automated Payment option, We will issue a tax invoice for the Licence Fee (or Licence Fee monthly instalment) at the commencement of each month or year, as relevant.
6.3. Licence Fee payments under the Automated Payment option will be automatically deducted on a monthly or annual basis during each Licence Period using Your preferred payment option, which is either via;
a) Your nominated bank account in accordance with Your Direct Debit Authority and the Automated Payments Terms and Conditions; or
b) by credit or debit card (Visa or MasterCard only) in accordance with the Automated Payments Terms and Conditions.
6.4. We will make available for You to view in Your Online Account a tax invoice for the Licence Fee applicable to each monthly or annual Automated Payment during each Licence Period.
7. Quarterly Accounts
7.1. If You are a Quarterly Account, You must pay Us the Licence Fee for each Quarter during the Term in accordance with this clause 7.
7.2. We will issue a tax invoice for the Licence Fee applicable to each Quarter during each Licence Period no later than 14 days after We receive Your Quarterly Usage Report (as required under clause 12 below).
7.3. If a Quarterly Usage Report is not received by Us by the Reporting Date for any particular Quarter, We will issue a provisional tax invoice for that Quarter’s Licence Fee based on either:
a) the most recent Quarterly Usage Report that has been received by Us in respect of Your Music Cover; or
b) Our reasonable estimate of that Quarter’s Licence Fee.
7.4. Payments for Quarterly Accounts are to be made in accordance with the terms of each tax invoice sent to You under clause 7.2 above, which is payable either:
a) directly to Our bank account; or
b) by credit or debit card (Visa or MasterCard only).
7.5. Your Licence Fee for each Quarter during each Licence Period is payable to Us within 30 days from the date of the relevant tax invoice sent to You in accordance with clause 7.2 above.
8. Annual in Advance Payments
8.1. If You are paying Your Licence Fee annually in advance without agreeing to an Automated Payment option, We will issue a tax invoice for the Licence Fee for each Licence Period at the commencement of that Licence Period during the Term.
8.2. You must pay Us Your annual Licence Fee within 30 days from the date of the tax invoice sent to You under clause 8.1 above, which is payable either:
a) directly to Our bank account; or
b) by credit or debit card (Visa or MasterCard only).
9. Other fees and charges
9.1. We may charge You interest at the Agreed Rate on any amount that remains unpaid after the due date for each tax invoice.
9.2. We may pass on to You any credit card fees and other electronic transaction charges and will inform You of this prior to collecting those fees or charges.
9.3. If You fail to pay any outstanding invoice after We provide notice to You, and We take steps to recover those amounts, any expenses or legal costs We incur in doing so will be recoverable from You by Us as a debt.
10. Refunds
If You have elected the Automated Payment option on an annual basis or if You are paying Your Licence Fee annually in advance, and You terminate the Agreement in accordance with clause 15.2, We will refund any unused portion of Your paid Licence Fee, provided that any such amount is greater than $57.50.
11. Supply of Information
11.1. Unless You are a Quarterly Account, You must notify Us within 28 days of any change to the information previously supplied by You under the Agreement, including any changes you require for Your Music Cover as failure to do so may mean You are not appropriately licensed for Your uses of music.
11.2. During any Licence Period throughout the Term, We may ask You to review and confirm the Music Cover previously declared by You (Music Cover Review).
11.3. In circumstances where You have not responded to an Information Confirmation Request, or where Your response would mean You are not appropriately licensed for Your uses of music, We may update Your Licence Fee, based Our reasonable estimate of the Music Cover required for your business.
12. Supply of Information for Quarterly Accounts
12.1. If You are a Quarterly Account, You must declare in writing to Us the actual music use and operational details of Your premises no later than the Reporting Date, including at a minimum the information necessary for Us to determine Your Licence Fee based on Your Music Cover (Quarterly Usage Report).
12.2. On receipt, the Quarterly Usage Report will form the declaration of Your Music Cover for that Quarter.
13. Records and Audit or examination
13.1. You must keep accurate books of account and other records in sufficient detail to ensure that all amounts payable to Us under this Agreement can be properly ascertained.
13.2. We may on 14 days’ notice to You audit or examine Your books of account and other records to determine the correctness of any report or payment under this Agreement, and You must pay the cost of the audit or examination within 14 days of receipt of an invoice for those costs if:
a) the audit or examination establishes that the amounts payable to Us were understated by more than 10%; or
b) if You have failed to supply any information required to be provided under this Agreement.
13.3. If the audit or examination establishes that the amounts payable under this agreement were understated by any amount, We will provide You with a copy of the auditor’s or examiner’s report and we may issue a tax invoice for the additional amount, and You must pay the amount stated on the invoice within 14 days.
14. Variation by Us
14.1. You acknowledge and agree that We may amend any or all of the terms and conditions of this Agreement at any time (other than the grant of licence under clause 1 above, and, subject to clause 4.4, any rates and/or minimum fees specified as applying to Your Music Cover), provided that any and all changes take effect no earlier than the next anniversary of Your Commencement Date.
14.2. If You do not agree with the amended Terms of Use, You may terminate this Agreement to be effective as at the next anniversary of Your Commencement Date.
15. Termination
15.1. We may terminate this Agreement for convenience on at least 2 month’s written notice to You, not to be effective before the date that is the next anniversary of Your Commencement Date.
15.2. If You are paying Your Licence Fee annually in advance (whether by Automated Payments or otherwise) or by monthly Automated Payments, You may terminate this Agreement on 5 business days’ written notice, which may be provided via Your online account or by contacting Us at [email protected].
15.3. If You are a Quarterly Account, You may terminate this Agreement on 1 months’ written notice by contacting Us at [email protected], to be effective at the end of the relevant Quarter.
15.4. We may immediately terminate this Agreement by notice, if You:
a) fail to pay any sum when due under this Agreement within 14 days after the due date;
b) breach any other term of this Agreement and fail to remedy the breach within 7 days after being requested in writing to do so by Us;
c) go into liquidation, have a receiver or receiver and manager appointed to You or any part of Your assets, enter into a scheme of arrangement with creditors or suffer any other form of external administration; or
d) being an individual, commit any act of bankruptcy or enter into a scheme of arrangement with creditors.
16. Dispute Resolution
16.1. If any dispute arises out of or in connection with this agreement, either party may submit that dispute to the alternative dispute resolution mechanism as detailed on our website at www.onemusicnz.com.
17. Notices
17.1. Any notice or other communication to or by a party under this Agreement must be in writing addressed to the other party.
17.2. All notices to Us must be sent to:
OneMusic
PO Box 6315, Victoria Street West,
Auckland 1142
[email protected]
17.3. All notices to You will be sent to the postal address or email address You have supplied to Us, or to such other postal address or email address as notified by You to Us in writing.
18. Confidentiality
18.1. Subject to clause 18.2, We agree to treat as confidential, during and after the Term of this Agreement, all information provided by You that can properly be regarded as confidential and is not in the public domain.
18.2. Information You provide may be:
a) disclosed to Our licensing partners, auditors and other professional advisers; and
b) aggregated to provide industry statistics for publication or consultation.
19. Privacy Notice
Some of the information You are providing may be personal information under the Privacy Act 2020. Information collected is only for the business purposes of OneMusic and will not be disclosed to any third parties except in accordance with the privacy policy of OneMusic. The privacy policy can be obtained from the OneMusic website onemusicnz.com/about/privacy-policy/.
20. Miscellaneous
20.1. This Agreement is personal to You. You are not entitled to assign any of Your rights or novate Your obligations without Our prior written consent.
20.2. Subject to clause 14, this Agreement may only be varied by the written agreement of the parties.
20.3. The Licence Fee under this Agreement is net of all withholding or similar taxes. In the event You are required to pay any such taxes, those payments are to be made without liability to Us.
20.4. This Agreement must be construed in accordance with the laws in force in New Zealand and the parties agree to submit to the non-exclusive jurisdiction of New Zealand.
21. Definitions
In this Agreement:
Act means the Copyright Act 1994;
Advertisement means an announcement designed to attract the attention of the public or any part of it to a product, service, person, organisation or line of conduct;
Agreed Rate means the interest rate for overdrafts charged by the Reserve Bank of New Zealand, calculated on daily rests from the due date to the date of payment
Agreement:
a) in circumstances where You have completed a OneMusic licence agreement in paper or PDF format, Agreement means Part 1, 2 and 3 of that document and any and all schedules, attachments and/or annexures;
b) in circumstances where You have completed a OneMusic licence agreement on the OneMusic online portal, Agreement means the information:
i. declared by You in response to the portal questions;
ii. the licence “Cover” page; and
iii. these Terms of Use; and
c) in all cases, includes any statements or declarations provided under clauses 11, 12 or 13 of these Terms of Use;
AMCOS means AMCOS New Zealand Limited;
AMCOS Works means all Works the right of reproduction of which for the purposes of this agreement are controlled by AMCOS for New Zealand;
APRA means APRA New Zealand Limited;
APRA AMCOS Rights means a licence from:
a) APRA to Perform in Public and Communicate to the public any APRA Works; and
b) AMCOS to Reproduce any AMCOS Works and to Communicate to the public and Reproduce any PM Sound Recordings;
APRA Works means all Works in respect of which the rights of Perform in Public and Communicate to the public are owned or controlled by APRA for New Zealand;
Automated Payment means the payment option where You have provided Us with the authority to automatically debit your bank account (via a Direct Debit Request) or Your credit card for the monthly or annual Licence Fee payments;
Automated Payments Terms and Conditions means the terms and conditions applicable to payments made by You in accordance with Your Automated Payment option;
Communicate means to transmit or make available by means of a communication technology, including by means of a telecommunications system or electronic retrieval system, and Communication has a corresponding meaning;
Commencement Date means the date in which Your Music Cover commenced, as declared by You under this Agreement;
Consumer Price Index means the Consumer Price Index of that title All Groups published by the New Zealand Department of Statistics , and December Quarter means quarter year ending 31 December;
CPI Date means in respect of the rates that apply to:
a) any Music Cover under the OneMusic Funeral Service Music Licence, OneMusic Council Music Licence or the OneMusic Low Power Radio Station Music Licence, 1 July;
b) the Digital Delivery component only of OneMusic Exercise Facility Music Licence, 1 October;
c) any other component of the OneMusic Exercise Facility Music Licence, 1 April; or
d) all other licence schemes offered by OneMusic, 1 October;
Direct Debit Authority means the authority you have provided to Us for Us to automatically debit your nominated bank account;
Dramatic Context means:
a) in conjunction with a presentation on the live stage that has:
i. a storyline; and
ii. one or more narrators or characters; or
b) as a ballet;
Film has the same meaning as in the Act;
Grand Right Work means an opera, operetta, musical play, revue or pantomime insofar as it consists of words and music written expressly for it;
GST Act means the Goods and Services Tax Act 1985;
Licence Fee means, subject to the terms of these Terms of Use, the total fees payable by You as calculated in accordance with the relevant Music Cover for each Licence Period during the Term as declared by You;
Licence Period means a period of 12 months commencing on the Commencement Date and, as relevant, each anniversary of the Commencement Date during the Term;
Licensed Rights means, as relevant to any particular Music Cover, APRA AMCOS Rights and RMNZ Rights;
Music Cover means the uses of music as declared by You under the Agreement and including any amendments made by Us in accordance with clause 11.3;
Music Cover Review has the meaning set out in clause 11.2;
Music Video means a Film that embodies:
a) a Sound Recording; or
b) a sound-track that, if made separately from the Film, would be a Sound Recording; and
in which the copyright is owned or controlled by a RMNZ Rights Holder in New Zealand, or is authorised to grant rights to third parties in New Zealand, which may vary from time to time during the Term;
OneMusic means APRA trading as OneMusic New Zealand as authorised by AMCOS and RMNZ;
Perform in Public means to perform APRA Works in public and to cause to be heard RMNZ Sound Recordings and/or PM Sound Recordings in public;
PM Sound Recordings means any sound recording of AMCOS Work that is Production Music;
Production Music means any AMCOS Work for which AMCOS is also granted the right to license the reproduction of the Sound Recording of that work;
Quarter means each 3 calendar month periods during the term with the first Quarter commencing on the Commencement Date;
Quarterly Account means You, if your Licence Fee is payable each Quarter in arrears as contemplated in clause 7;
Quarterly Usage Report has the meaning as set out in clause 12.1;
Recorded Music NZ Special Event Licence means the licence agreement available online recordedmusic.co.nz/portfolio/special-events;
RMNZ means Recorded Music New Zealand Limited;
RMNZ Rights means a licence from RMNZ for the right to:
a) Reproduce and Communicate in order to Perform in Public any RMNZ Sound Recordings;
b) Perform in Public RMNZ Sound Recordings;
c) Communicate to the public RMNZ Sound Recordings; and
d) show Music Videos to the public;
RMNZ Rights Holder means any person, company or organisation that exclusively owns or controls rights in New Zealand, or is authorised to grant rights to third parties in New Zealand, in any Sound Recording or Music Video and grants a licence of those rights to RMNZ for RMNZ to use and sub-license those rights;
RMNZ Sound Recordings means any Sound Recording in which the copyright is owned or controlled by a RMNZ Rights Holder in New Zealand, or is authorised to grant rights to third parties in New Zealand, which may vary from time to time during the Term;
Reporting Date means 14 days after the end of the relevant Quarter during the Term;
Reproduce means to copy AMCOS Works, RMNZ Sound Recordings and/or PM Sound Recordings;
Sound Recording has the same meaning as in the Act; and
Works means a musical work and any literary work normally associated with it by the copyright owner for New Zealand (or part of a musical work and associated literary work), and a reference to a Work includes a reference to a share in any such Work.
1. Grant of licence
1.1. The following terms and conditions (Terms of Use) apply to the Cinema music licence. To the extent of any inconsistency between the OneMusic Terms of Use applicable to other licensing categories, the terms of these Terms of Use will prevail to the Cinema music licence.
1.2. Subject to these Terms of Use, OneMusic (We, Us, Our) grant You on and from the Commencement Date the right to Perform in Public Licensed Music within the Locations by means of:
a) the exhibition of Cinematograph Films;
b) background recorded music in all public areas of the Location;
in New Zealand as declared by You for each Reporting Period (Music Licence).
2. Restrictions and Limitations
2.1 The Music Licence does not cover:
a) any right or music use not expressly granted under this Agreement;
b) the use of any:
i. Grand Right Work in its entirety, except by means of a theatrically released Cinematograph Film;
ii. musical work in a Dramatic Context, except by means of a theatrically released Cinematograph Film;
iii. music and associated words composed or used for a ballet if accompanied by a visual representation of that ballet, except by means of a theatrically released Cinematograph Film;
iv. choral work of more than 20 minutes duration in its entirety;
v. Work so as to burlesque or parody the Work; or
vi. Work with unauthorised new or substituted lyrics, or any lyrics which have been notified by APRA as prohibited;
c) the use of APRA Works or RMNZ Sound Recordings in any manner that could reasonably be regarded as suggesting an approval, affiliation or endorsement by an artist or group of Your business or goods/services including a political party or cause;
d) the right to authorise anyone else to Perform in Public the Licensed Music under this Agreement;
e) the Copying of any Works or Sound Recordings in connection with an Advertisement;
f) the right to engage in, authorise or permit the performance, communication, distribution or sale or copying of any pirate, counterfeit or bootleg music, or perform or communicate music that has been downloaded from sites on the internet that are engaged in the unauthorised supply of Licensed Music; or
g) the right to Copy by way of synchronisation, any Licensed Music into audio-visual productions.
3. Term
This Agreement commences on the Commencement Date and continues until terminated in accordance with clause 11 of these Terms of Use (Term).
4. Licence Fee
4.1. Your Licence Fee is calculated in accordance with the rates and rate structures set out in Section 1 of this Agreement and Your Usage Report for each Reporting Period during the Term.
4.2. You must pay the Licence Fees in arrears for each Reporting Period in accordance with this clause 4 and in the time frame specified in clause 6.
4.3. We will issue a tax invoice for the Licence Fee applicable to each Reporting Period during the Term no later than 14 days after We receive Your Usage Report (as required under clause 8).
4.4. If a Usage Report is not received by Us by the Reporting Date for a Reporting Period, We will issue a provisional tax invoice for the Licence Fee payable in respect of that Reporting Period based on either:
a) the most recent Usage Report that has been received by Us; or
b) Our reasonable estimate of that Reporting Period’s Licence Fee.
4.5. We may, by written notice to You, update Your Licence Fee for any Reporting Period, based on the revised information provided by You in Your Usage Report (Revised Licence Fees).
4.6. In respect of any difference between the Licence Fees issued in accordance with clause 4.4 and the Revised Licence Fees for a particular Licence Period, OneMusic will:
a) provide you with a refund within 14 days; or
b) issue a tax invoice for the difference, payable to OneMusic within 30 days.
4.7. Subject to clause 4.8 below, We may increase the GST-exclusive component of the minimum fee in respect of APRA Works on the CPI Date during the Term by no more than the increase in the Consumer Price Index between the two previous December Reporting Periods (CPI Adjustment).
4.8. Any CPI Adjustment applied to fees or rates in accordance with clause 4.7 will only be applied to Your Licence Fee calculation at the commencement of the Reporting Period immediately following the CPI Adjustment date.
5. GST
5.1. All fees and rates include GST unless otherwise stated.
5.2. In relation to any GST payable for a taxable supply under this agreement, You must pay the GST subject to Us providing a tax invoice.
5.3. Terms used in this clause 5 which are defined in the GST Act have the same meaning as in the GST Act.
6. Payment
6.1. Your Licence Fee for each Reporting Period during the Term is payable to Us within 30 days from the date of the relevant tax invoice sent to You.
6.2. Payments are to be made in accordance with the terms of each tax invoice sent to You under clause 4.2 or 4.4 above, which is payable either:
a) directly to Our bank account; or
b) by credit or debit card (Visa or MasterCard only).
7. Other fees and charges
7.1. We may charge You interest at the Agreed Rate on any amount that remains unpaid after the due date for each tax invoice.
7.2. We may pass on to You any credit card fees and other electronic transaction charges and will inform You of this prior to collecting those fees or charges.
7.3. If You fail to pay any outstanding invoice after We provide notice to You, and We take steps to recover those amounts, any expenses or legal costs We incur in doing so will be recoverable from You by Us as a debt.
8. Supply of Information
8.1. No later than each Reporting Date during the Term, You must declare in writing to Us the following information certified as correct by Your principal accounting officer:
a) the Gross Box Office Receipts in respect of each Location licensed under this Agreement; and
b) a list of all Locations to be licensed under this Agreement for the relevant Reporting Period, including addresses, (Usage Report).
8.2. On receipt, the Usage Report will form the declaration of Your Music Cover for that Reporting Period.
9. Records and Audit or examination
9.1. You must keep accurate books of account and other records in sufficient detail to ensure that all amounts payable to Us under this Agreement can be properly ascertained.
9.2. We may on 14 days’ notice to You audit or examine Your books of account and other records to determine the correctness of any report or payment under this Agreement, and You must pay the cost of the audit or examination within 14 days of receipt of an invoice for those costs if:
a) the audit or examination establishes that the amounts payable to Us were understated by more than 10%; or
b) if You have failed to supply any information required to be provided under this Agreement.
9.3. If the audit or examination establishes that the amounts payable under this agreement were understated by any amount, We will provide You with a copy of the auditor’s or examiner’s report and we may issue a tax invoice for the additional amount, and You must pay the amount stated on the invoice within 14 days.
10. Variation by Us
10.1. You acknowledge and agree that We may amend any or all of the terms and conditions of this Agreement at any time (other than the grant of licence under clause 1 above, and, subject to clause 4.7, any rates and/or minimum fees specified as applying to Your Music Cover), provided that any and all changes take effect no earlier than the next anniversary of Your Commencement Date.
10.2. If You do not agree with the amended Terms of Use, You may terminate this Agreement to be effective as at the next anniversary of Your Commencement Date.
11. Termination
11.1. We may terminate this Agreement for convenience on at least 2 month’s written notice to You, not to be effective before the date that is the next anniversary of Your Commencement Date.
11.2. You may terminate this Agreement on 1 months’ written notice by contacting Us at [email protected], to be effective at the end of the relevant Reporting Period.
11.3. We may immediately terminate this Agreement by notice, if You:
a) fail to pay any sum when due under this Agreement within 30 days after the due date;
b) breach any other term of this Agreement and fail to remedy the breach within 7 days after being requested in writing to do so by Us;
c) go into liquidation, have a receiver or receiver and manager appointed to You or any part of Your assets, enter into a scheme of arrangement with creditors or suffer any other form of external administration; or
d) being an individual, commit any act of bankruptcy or enter into a scheme of arrangement with creditors.
12. Dispute Resolution Dispute Resolution
12.1. If any dispute arises out of or in connection with this agreement, either party may submit that dispute to the alternative dispute resolution mechanism as detailed on our website at www.onemusicnz.com/about/feedback/
13. Notices
13.1. Any notice or other communication to or by a party under this Agreement must be in writing addressed to the other party.
13.2. All notices to Us must be sent to:
OneMusic
PO Box 6315, Victoria Street West, Auckland 1142
[email protected]
13.3. All notices to You will be sent to the postal address or email address You have supplied to Us, or to such other postal address or email address as notified by You to Us in writing.
14. Confidentiality
14.1. Subject to clause 14.2, We agree to treat as confidential, during and after the Term of this Agreement, all information provided by You that can properly be regarded as confidential and is not in the public domain.
14.2. Information You provide may be:
a) disclosed to Our licensing partners, auditors and other professional advisers; and
b) aggregated to provide industry statistics for publication or consultation.
15. Privacy Notice
Some of the information You are providing may be personal information under the Privacy Act 2020. Information collected is only for the business purposes of OneMusic and will not be disclosed to any third parties except in accordance with the privacy policy of OneMusic. The privacy policy can be obtained from the OneMusic website at onemusicnz.com/about/privacy-policy/
16. Miscellaneous
16.1. This Agreement is personal to You. You are not entitled to assign any of Your rights or novate Your obligations without Our prior written consent.
16.2. Subject to clause 10, this Agreement may only be varied by the written agreement of the parties.
16.3. The Licence Fee under this Agreement is net of all withholding or similar taxes. In the event You are required to pay any such taxes, those payments are to be made without liability to Us.
16.4. This Agreement must be construed in accordance with the laws in force in New Zealand and the parties agree to submit to the non-exclusive jurisdiction of New Zealand.
17. Definitions
In this Agreement:
Act means the Copyright Act 1994;
Advertisement means an announcement designed to attract the attention of the public or any part of it to a product, service, person, organisation or line of conduct;
Agreed Rate means the interest rate for overdrafts charged by the Reserve Bank of New Zealand, calculated on daily rests from the due date to the date of payment;
Agreement means this document and any and all schedules, attachments and/or annexures and includes any statements or declarations provided under clauses 8 or 9 of these Terms of Use;
AMCOS means AMCOS New Zealand Limited;
AMCOS Works means all Works the right of reproduction of which for the purposes of this agreement are controlled by AMCOS for New Zealand;
APRA means APRA New Zealand Limited;
APRA Works means all Works in respect of which the rights to Perform in Public and Communicate to the public are owned or controlled by APRA for New Zealand;
Cinematograph Film has the same meaning as in the Act:
Communicate means to transmit or make available by means of a communication technology, including by means of a telecommunications system or electronic retrieval system, and Communication has a corresponding meaning;
Commencement Date means the date in which Your Music Cover commenced, as declared by You under this Agreement;
Consumer Price Index means the Consumer Price Index of that title All Groups published by the New Zealand Department of Statistics , and December Reporting Period means quarter year ending 31 December;
Copying has the same meaning as the Act and Copy or Copies have a corresponding meaning;
CPI Date means in respect of this Agreement, 1 July;
Dramatic Context means:
a) in conjunction with a presentation on the live stage that has:
i. a storyline; and
ii. one or more narrators or characters; or
b) as a ballet;
Grand Right Work means an opera, operetta, musical play, revue or pantomime insofar as it consists of words and music written expressly for it;
Gross Box Office Receipts has the meaning set out in Section1 of this Agreement:
GST Act means the Goods and Services Tax Act 1985;
Licence Fee means, subject to the terms of these Terms of Use, the total fees payable by You as calculated in accordance with the relevant Music Cover for each Reporting Period during the Term as declared by You;
Licensed Music means APRA Works, Music Videos and/or RMNZ Sound Recordings;
Location means each cinema premises as declared by You in Section 1 and included in your Usage Report for each Reporting Period;
Music Cover means the uses of music at the Locations as declared by You under the Agreement and including any amendments made by Us in accordance with clause 4;
Music Video means a Film that embodies:
a) a Sound Recording; or
b) a sound-track that, if made separately from the Film, would be a Sound Recording; and
in which the copyright is owned or controlled by a RMNZ Rights Holder in New Zealand, or is authorised to grant rights to third parties in New Zealand, which may vary from time to time during the Term;
OneMusic means APRA trading as OneMusic New Zealand as authorised by AMCOS and RMNZ;
Perform in Public means to perform APRA Works in public and to cause to be heard RMNZ Sound Recordings and/or PM Sound Recordings in public;
PM Sound Recordings means any sound recording of AMCOS Work that is Production Music;
Production Music means any AMCOS Work for which AMCOS is also granted the right to license the reproduction of the Sound Recording of that work;
RMNZ means Recorded Music New Zealand Limited;
RMNZ Rights Holder means any person, company or organisation that exclusively owns or controls rights in New Zealand, or is authorised to grant rights to third parties in New Zealand, in any Sound Recording or Music Video and grants a licence of those rights to RMNZ for RMNZ to use and sub-license those rights;
RMNZ Sound Recordings means any Sound Recording in which the copyright is owned or controlled by a RMNZ Rights Holder in New Zealand, or is authorised to grant rights to third parties in New Zealand, which may vary from time to time during the Term;
Reporting Date means 30 days after the end of the relevant Reporting Period during the Term;
Reporting Period means each period of 6 months commencing on 1 January and 1 July during the Term, whereas the first Reporting Period means the period from the Commencement Date to the next 31 December or 30 June;
Sound Recording has the same meaning as in the Act;
Usage Report has the meaning as set out in clause 8; and
Works means a musical work and any literary work normally associated with it by the copyright owner for New Zealand (or part of a musical work and associated literary work), and a reference to a Work includes a reference to a share in any such Work.
1. Grant of licence
1.1 The following terms and conditions (Terms of Use) apply to the OneMusic Dance Schools and Instructors music licence. To the extent of any inconsistency between the OneMusic Terms of Use applicable to other licensing categories, the terms of these Terms of Use will prevail with respect to the OneMusic Dance Schools and Instructors music licence.
1.2. Subject to these Terms of Use, OneMusic (We, Us, Our) grant You on and from the Commencement Date the Licensed Rights applicable to Your Music Cover for the purposes of Your Dance School or Dance Instructor Business in New Zealand for each Licence Period (Licence).
2. Restrictions and Limitations
2.1. The Licence does not cover:
a) any right or music use not declared as Your Music Cover under this Agreement;
b) the use of any:
i. Grand Right Work in its entirety, except by means of a theatrically released Film;
ii. musical work in a Dramatic Context, except by means of a theatrically released Film;
iii. music and associated words composed or used for a ballet if accompanied by a visual representation of that ballet, except by means of a theatrically released Film;
iv. choral work of more than 20 minutes duration in its entirety;
v. Work so as to burlesque or parody the Work; or
vi. Work with unauthorised new or substituted lyrics, or any lyrics which have been notified by APRA as prohibited;
c) the Performance in Public of any APRA Works or RMNZ Sound Recordings at any event which is not a Dance School Event;
d) the use of APRA Works or RMNZ Sound Recordings in any manner that could reasonably be regarded as suggesting an approval, affiliation or endorsement by an artist or group of Your business or goods/services including a political party or cause;
e) the right to sub-license anyone else to Perform, Reproduce or Communicate the Licensed Rights under this Agreement;
f) the Reproduction of any Works or Sound Recordings in connection with an Advertisement; or
g) the right to engage in, authorise or permit the performance, communication, distribution or sale or copying of any pirate, counterfeit or bootleg music, or perform or communicate music that has been downloaded from sites on the internet that are engaged in the unauthorised supply of music.
3. Term
This Agreement commences on the Commencement Date and continues until terminated in accordance with clause 15 of these Terms of Use (Term).
4. Licence Fee
4.1. Your Licence Fee is calculated in accordance with Your declared Music Cover and the rates and rate structures applicable to Your business.
4.2. Your Licence Fee (or Licence Fee monthly instalment) is payable to Us within 30 days from the date of the relevant tax invoice issued to You.
4.3. We may, by written notice to You, update Your Licence Fee, based on the revised information and change to Your Music Cover arising as a result of clause 11 or clause 12, as relevant.
4.4. Subject to clause 4.5 below, We may increase the GST-exclusive component of any fees or rates expressed in the form of $ on the CPI Date during the Term by no more than the increase in the Consumer Price Index between the two previous December Quarters (CPI Adjustment).
4.5. Any CPI Adjustment applied to fees or rates in accordance with clause 4.4 will only be applied to Your Licence Fee calculation at the commencement of the Licence Period immediately following the CPI Adjustment date.
5. GST
5.1. All fees and rates include GST unless otherwise stated.
5.2. In relation to any GST payable for a taxable supply under this agreement, You must pay the GST subject to Us providing a tax invoice.
5.3. Terms used in this clause 5 which are defined in the GST Act have the same meaning as in the GST Act.
6. Automated Payments
6.1. If You have elected to use the Automated Payment option, You must pay Us the Licence Fee (or Licence Fee monthly instalment) in advance on an automated monthly or annual basis, depending upon Your preferred payment option.
6.2. Under the Automated Payment option, We will issue a tax invoice for the Licence Fee (or Licence Fee monthly instalment) at the commencement of each month or year, as relevant.
6.3. Licence Fee payments under the Automated Payment option will be automatically deducted on a monthly or annual basis during each Licence Period using Your preferred payment option, which is either via;
a) Your nominated bank account in accordance with Your Direct Debit Authority and the Automated Payments Terms and Conditions; or
b) by credit or debit card (Visa or MasterCard only) in accordance with the Automated Payments Terms and Conditions.
6.4. We will make available for You to view in Your Online Account a tax invoice for the Licence Fee applicable to each monthly or annual Automated Payment during each Licence Period.
7. Quarterly Account Payments
7.1. If You are a Quarterly Account, You must pay Us the Licence Fee for each Quarter during the Term in accordance with this clause 7.
7.2. We will issue a tax invoice for the Licence Fee applicable to each Quarter during each Licence Period no later than 14 days after We receive Your Quarterly Usage Report (as required under clause 12 below).
7.3. If a Quarterly Usage Report is not received by Us by the Reporting Date for any particular Quarter, We will issue a provisional tax invoice for that Quarter’s Licence Fee based on either:
a) the most recent Quarterly Usage Report that has been received by Us in respect of Your Music Cover; or
b) Our reasonable estimate of that Quarter’s Licence Fee.
7.4. Payments for Quarterly Accounts are to be made in accordance with the terms of each tax invoice sent to You under clause 7.2 above, which is payable either:
a) directly to Our bank account; or
b) by credit or debit card (Visa or MasterCard only).
7.5. Your Licence Fee for each Quarter during each Licence Period is payable to Us within 30 days from the date of the relevant tax invoice sent to You in accordance with clause 7.2 above.
8. Annual in Advance Payments
8.1. If You are paying Your Licence Fee annually in advance without agreeing to an Automated Payment option, We will issue a tax invoice for the Licence Fee for each Licence Period at the commencement of that Licence Period during the Term.
8.2. You must pay Us Your annual Licence Fee within 30 days from the date of the tax invoice sent to You under clause 8.1 above, which is payable either:
a) directly to Our bank account; or
b) by credit or debit card (Visa or MasterCard only).
9. Other fees and charges
9.1. We may charge You interest at the Agreed Rate on any amount that remains unpaid after the due date for each tax invoice.
9.2. We may pass on to You any credit card fees and other electronic transaction charges and will inform You of this prior to collecting those fees or charges.
9.3. If You fail to pay any outstanding invoice after We provide notice to You, and We take steps to recover those amounts, any expenses or legal costs We incur in doing so will be recoverable from You by Us as a debt.
10. Refunds
If You have elected the Automated Payment option on an annual basis or if You are paying Your Licence Fee annually in advance, and You terminate the Agreement in accordance with clause 15.2, We will refund any unused portion of Your paid Licence Fee, provided that any such amount is greater than $57.50.
11. Supply of Information
11.1. Unless You are a Quarterly Account, You must notify Us within 28 days of any change to the information previously supplied by You under the Agreement, including any changes you require for Your Music Cover as failure to do so may mean You are not appropriately licensed for Your uses of music.
11.2. During any Licence Period throughout the Term, We may ask You to review and confirm the Music Cover previously declared by You (Music Cover Review).
11.3. In circumstances where You have not responded to an Information Confirmation Request, or where Your response would mean You are not appropriately licensed for Your uses of music, We may update Your Licence Fee, based Our reasonable estimate of the Music Cover required for your business.
12. Supply of Information for Quarterly Accounts
12.1. If You are a Quarterly Account, You must declare in writing to Us the actual music use and operational details of Your premises no later than the Reporting Date, including at a minimum the information necessary for Us to determine Your Licence Fee based on Your Music Cover (Quarterly Usage Report).
12.2. On receipt, the Quarterly Usage Report will form the declaration of Your Music Cover for that Quarter.
13. Records and Audit or examination
13.1. You must keep accurate books of account and other records in sufficient detail to ensure that all amounts payable to Us under this Agreement can be properly ascertained.
13.2. We may on 14 days’ notice to You audit or examine Your books of account and other records to determine the correctness of any report or payment under this Agreement, and You must pay the cost of the audit or examination within 14 days of receipt of an invoice for those costs if:
a) the audit or examination establishes that the amounts payable to Us were understated by more than 10%; or
b) if You have failed to supply any information required to be provided under this Agreement.
13.3. If the audit or examination establishes that the amounts payable under this agreement were understated by any amount, We will provide You with a copy of the auditor’s or examiner’s report and we may issue a tax invoice for the additional amount, and You must pay the amount stated on the invoice within 14 days.
14. Variation by Us
14.1. You acknowledge and agree that We may amend any or all of the terms and conditions of this Agreement at any time (other than the grant of licence under clause 1 above, and, subject to clause 4.4, any rates and/or minimum fees specified as applying to Your Music Cover), provided that any and all changes take effect no earlier than the next anniversary of Your Commencement Date.
14.2. If You do not agree with the amended Terms of Use, You may terminate this Agreement to be effective as at the next anniversary of Your Commencement Date.
15. Termination
15.1. We may terminate this Agreement for convenience on at least 2 month’s written notice to You, not to be effective before the date that is the next anniversary of Your Commencement Date.
15.2. If You are paying Your Licence Fee annually in advance (whether by Automated Payments or otherwise) or by monthly Automated Payments, You may terminate this Agreement on 5 business days’ written notice, which may be provided via Your online account or by contacting Us at [email protected].
15.3. If You are a Quarterly Account, You may terminate this Agreement on 1 months’ written notice by contacting Us at [email protected], to be effective at the end of the relevant Quarter.
15.4. We may immediately terminate this Agreement by notice, if You:
a) fail to pay any sum when due under this Agreement within 14 days after the due date;
b) breach any other term of this Agreement and fail to remedy the breach within 7 days after being requested in writing to do so by Us;
c) go into liquidation, have a receiver or receiver and manager appointed to You or any part of Your assets, enter into a scheme of arrangement with creditors or suffer any other form of external administration; or
d) being an individual, commit any act of bankruptcy or enter into a scheme of arrangement with creditors.
16. Dispute Resolution
16.1. If any dispute arises out of or in connection with this agreement, either party may submit that dispute to the alternative dispute resolution mechanism as detailed on our website at www.onemusicnz.com.
17. Notices
17.1. Any notice or other communication to or by a party under this Agreement must be in writing addressed to the other party.
17.2. All notices to Us must be sent to:
OneMusic
PO Box 6315, Victoria Street West, Auckland 1142
[email protected]
17.3. All notices to You will be sent to the postal address or email address You have supplied to Us, or to such other postal address or email address as notified by You to Us in writing.
18. Confidentiality
18.1. Subject to clause 18.2, We agree to treat as confidential, during and after the Term of this Agreement, all information provided by You that can properly be regarded as confidential and is not in the public domain.
18.2. Information You provide may be:
a) disclosed to Our licensing partners, auditors and other professional advisers; and
b) aggregated to provide industry statistics for publication or consultation.
19. Privacy Notice
Some of the information You are providing may be personal information under the Privacy Act 2020. Information collected is only for the business purposes of OneMusic and will not be disclosed to any third parties except in accordance with the privacy policy of OneMusic. The privacy policy can be obtained from the OneMusic website onemusicnz.com/about/privacy-policy/.
20. Miscellaneous
20.1. This Agreement is personal to You. You are not entitled to assign any of Your rights or novate Your obligations without Our prior written consent.
20.2. Subject to clause 14, this Agreement may only be varied by the written agreement of the parties.
20.3. The Licence Fee under this Agreement is net of all withholding or similar taxes. In the event You are required to pay any such taxes, those payments are to be made without liability to Us.
20.4. This Agreement must be construed in accordance with the laws in force in New Zealand and the parties agree to submit to the non-exclusive jurisdiction of New Zealand.
21. Definitions
In this Agreement:
Act means the Copyright Act 1994;
Advertisement means an announcement designed to attract the attention of the public or any part of it to a product, service, person, organisation or line of conduct;
Agreed Rate means the interest rate for overdrafts charged by the Reserve Bank of New Zealand, calculated on daily rests from the due date to the date of payment
Agreement:
a) in circumstances where You have completed a OneMusic licence agreement in paper or PDF format, Agreement all sections of that document and any and all schedules, attachments and/or annexures;
b) in circumstances where You have completed a OneMusic licence agreement on the OneMusic online portal, Agreement means the information:
i. declared by You in response to the portal questions;
ii. the licence “Cover” page; and
iii. these Terms of Use; and
c) in all cases, includes any statements or declarations provided under clauses 11, 12 or 13 of these Terms of Use;
AMCOS means AMCOS New Zealand Limited;
AMCOS Works means all Works the right of reproduction of which for the purposes of this agreement are controlled by AMCOS for New Zealand;
APRA means APRA New Zealand Limited;
APRA AMCOS Rights means a licence from:
a) APRA to Perform in Public and Communicate to the public any APRA Works; and
b) APRA to Communicate APRA Works contained in Authorised Videos by way of a Password Protected Website to an Authorised Audience in the territory of New Zealand;
c) AMCOS to:
i. Reproduce AMCOS Works in order to Perform in Public any APRA Works;
ii. Reproduce AMCOS Works into an Authorised Video for supply to an Authorised Audience in the territory of New Zealand;
iii. Communicate to the public and Reproduce any PM Sound Recordings in order to Perform in Public any APRA Works;
APRA Works means all Works in respect of which the rights of Perform in Public and Communicate to the public are owned or controlled by APRA for New Zealand;
Automated Payment means the payment option where You have provided Us with the authority to automatically debit your bank account (via a Direct Debit Request) or Your credit card for the monthly or annual Licence Fee payments;
Automated Payments Terms and Conditions means the terms and conditions applicable to payments made by You in accordance with Your Automated Payment option;
Authorised Video means a Video that includes AMCOS Works and/or RMNZ Sound Recordings of any of dance classes, lessons, rehearsals or Dance School Event (but not an Unauthorised Video/Activity) made by the Licensee for the purpose of delivering these videos to students and families for their private or domestic viewing.
Commencement Date means the date in which Your Music Cover commenced, as declared by You under this Agreement;
Communicate means to transmit or make available by means of a communication technology, including by means of a telecommunications system or electronic retrieval system, and Communication has a corresponding meaning;
Consumer Price Index means the Consumer Price Index of that title All Groups published by the New Zealand Department of Statistics , and December Quarter means quarter year ending 31 December;
Copying has the same meaning as the Act and Copy or Copies have a corresponding meaning;
CPI Date means 1 October each Licence Period;
Dance School Event is any events, recitals and performances by the Dance School or Instructor, or students of the Dance and Performance School or Dance and Performance Instructor, where the Entry Fee is $35 or less and excludes ballets and performances in a Dramatic Context.
Dance Instructor means a person that operates their own business providing instruction for dance and dance performances at several separate locations.
Dance School means a business whose purpose is to provide instruction for dance and dance performance or similar instructor led classes and performances.
Digital Delivery means the reproduction of AMCOS Works and RMNZ Sound Recordings by way of copying music from one physical or electronic source to another, downloading music or by accessing a stream of music from a music streaming service.
Direct Debit Authority means the authority you have provided to Us for Us to automatically debit your nominated bank account;
Dramatic Context means:
a) in conjunction with a presentation on the live stage that has:
i. a storyline; and
ii. one or more narrators or characters; or
b) as a ballet;
Entry Fee means a fee charged for admission (even if not charged to all patrons) including but not limited to a ticket price, membership fee or cover charge.
Exhibit means to cause a Music Video, in so far as it consists of visual images, to be seen in public and, in so far as it consists of sounds, to be heard in public;
Film has the same meaning as in the Act;
Grand Right Work means an opera, operetta, musical play, revue or pantomime insofar as it consists of words and music written expressly for it;
GST Act means the Goods and Services Tax Act 1985;
Licence Fee means, subject to the terms of these Terms of Use, the total fees payable by You as calculated in accordance with the relevant Music Cover for each Licence Period during the Term as declared by You;
Licence Period means a period of 12 months commencing on the Commencement Date and, as relevant, each anniversary of the Commencement Date during the Term;
Licensed Rights means, as relevant to any particular Music Cover, APRA AMCOS Rights and RMNZ Rights;
Music Cover means the uses of music as declared by You under the Agreement and including any amendments made by Us in accordance with clause 11.3;
Music Cover Review has the meaning set out in clause 11.2;
Music in Dance Classes means:
(a) music used in association with dance classes, lessons and rehearsals at Dance Schools or provided by a Dance Instructor. It does not include the use of music in dance classes occurring in fitness centres or gyms or where the classes are undertaken primarily for the purposes of exercise; and
(b) Website Use.
Music Video means a Film that embodies:
a) a Sound Recording; or
b) a sound-track that, if made separately from the Film, would be a Sound Recording; and in which the copyright is owned or controlled by a RMNZ Rights Holder in New Zealand, or is authorised to grant rights to third parties in New Zealand, which may vary from time to time during the Term;
OneMusic means APRA trading as OneMusic New Zealand as authorised by AMCOS and RMNZ;
Password Protected Website means a website owned or controlled by the Licensee which allows an Authorised Audience to view the relevant Authorised Video by means of streaming on the basis the same can only be access by password so as to be protected from general/open viewing to the public.
Perform in Public means to perform APRA Works in public and to cause to be heard RMNZ Sound Recordings and/or PM Sound Recordings in public;
PM Sound Recordings means any sound recording of AMCOS Work that is Production Music;
Production Music means any AMCOS Work for which AMCOS is also granted the right to license the reproduction of the Sound Recording of that work;
Quarter means each 3 calendar month periods during the term with the first Quarter commencing on the Commencement Date;
Quarterly Account means You, if your Licence Fee is payable each Quarter in arrears as contemplated in clause 7;
Quarterly Usage Report has the meaning as set out in clause 12.1;
Recorded Music NZ Special Event Licence means the licence agreement available online recordedmusic.co.nz/portfolio/special-events/;
RMNZ means Recorded Music New Zealand Limited;
RMNZ Rights means a licence from RMNZ for the right to:
a) Perform in Public RMNZ Sound Recordings;
b) Reproduce and Communicate RMNZ Sound Recordings in order to Perform in Public any RMNZ Sound Recordings;
c) Reproduce RMNZ Sound Recordings into an Authorised Video for supply to an Authorised Audience in the territory of New Zealand;
d) Communicate RMNZ Sound Recordings contained in Authorised Videos by way of a Password Protected Website to an Authorised Audience in the territory of New Zealand;
e) show Music Videos to the public;
RMNZ Rights Holder means any person, company or organisation that exclusively owns or controls rights in New Zealand, or is authorised to grant rights to third parties in New Zealand, in any Sound Recording or Music Video and grants a licence of those rights to RMNZ for RMNZ to use and sub-license those rights;
RMNZ Sound Recordings means any Sound Recording in which the copyright is owned or controlled by a RMNZ Rights Holder in New Zealand, or is authorised to grant rights to third parties in New Zealand, which may vary from time to time during the Term;
Reporting Date means 14 days after the end of the relevant Quarter during the Term;
Reproduce means to copy AMCOS Works, RMNZ Sound Recordings and/or PM Sound Recordings;
Sound Recording has the same meaning as in the Act;
Unauthorised Video/Activity
(a) making and playing or showing of any corporate training or education videos;
(b) sub-licensing of any other person to Copy APRA Works or RMNZ Sound Recordings (whether into a Video or not);
(c) copying of any APRA Works or RMNZ Sound Recordings in connection with an Advertisement;
(d) distributing or selling (including to the general public) of any Authorised Video for any purpose not expressly set out in the definition of Authorised Video;
(e) reproduction of Production Music:
(f) recording of any staged event (such as a play, ballet or opera) where the performance right in the musical works was granted by the rightsholder(s) either directly or through an agency agreement with the Australasian Performing Right Association is not authorised under this Licence.
(g) Any other activity not expressly granted elsewhere in this Licence.
Video means an audio-visual recording made onto VHS, DVC, DVD, VCD, Blu-ray, CD Rom, USB Formats and private devices; and
Website Use means a linear stream of music on Your website selected by You for the sole purpose of background on Your website, provided that the stream;
(a) does not directly generate revenue as a result of the streamed music;
(b) comprises at least 10, but no more than 15 RMNZ Sound Recordings;
(c) comprises no more than one PPCA Sound Recording by a particular artist or group;
(d) does not include infringing copies of RMNZ Sound Recordings; and
(e) is only used on the website in a manner that:
i. is independent of the user's progress;
ii. is not associated with any particular part of the website, including without limitation, the homepage;
iii. does not act to synchronise RMNZ Sound Recordings with any image or video on the website; and
iv. does not allow a user to choose which RMNZ Sound Recordings they hear, or the times at which they hear them, or be otherwise able to control the nature and timing of the RMNZ Sound Recordings played on the website.
Works means a musical work and any literary work normally associated with it by the copyright owner for New Zealand (or part of a musical work and associated literary work), and a reference to a Work includes a reference to a share in any such Work.
1. Grant of licence
1.1. The following terms and conditions (Terms of Use) apply to the Low Power Radio Station music licence. To the extent of any inconsistency between the OneMusic Terms of Use applicable to other licensing categories, the terms of these Terms of Use will prevail to the OneMusic Low Power Radio Station music licence.
1.2. Subject to these Terms of Use, OneMusic (We, Us, Our) grant You on and from the Commencement Date the right to Communicate to the public Licensed Music for the purposes of Your Low Power Radio Station and any associated internet simulcast as relevant for Your Music Cover in New Zealand for each Licence Period (Licence).
1.3. In the event You are relaying programmes emanating from other stations, such relaying will be subject to these Terms of Use in the same manner and in all respects as if Licensed Music so relayed had been originally Communicated by You in the ordinary course of its business.
2. Restrictions and Limitations
2.1 The Licence does not cover the:
a) use of Licensed Music by any service which is not a Low Power Radio Station. A separate licence will be required from APRA and Recorded Music New Zealand Limited;
b) right to sub-license anyone else to Communicate the Licensed Music;
c) right to engage in, authorise or permit the Communication or Copying of any pirate, counterfeit or bootleg Licensed Music or Communicate Licensed Music that has been downloaded from sites on the internet that are engaged in the unauthorised supply of Licensed Music;
d) right to Communicate in their entirety in any manner whatever of any choral work longer than 20 minutes or any Grand Right Works;
e) right to Communicate Licensed Music as part of any advertising material, where such usage has not been specifically authorised in writing;
f) reproduction of any Works or Sound Recordings, including by way of synchronisation;
g) manufacture, sale or distribution of any Licensed Music;
h) right to adapt Licensed Music from the original Sound Recording;
i) right to Communicate any Licensed Music or part of it in the form of a parody, mockery or otherwise, including being detrimental or insulting to the artists featured in the Licensed Music; or
j) rights not expressly granted pursuant to this agreement (with all such rights being reserved).
3. Music Use Report
You will at OneMusic’s reasonable request, supply to OneMusic a certified list of each and every APRA Work and/or RMNZ Sound Recording Communicated in reliance on this Licence without any exceptions or omissions whatsoever of such programmes as OneMusic may from time to time require by notice in writing, provided always that, OneMusic may not make any unreasonable demands on You in relation to such certified lists.
4. Term
This Agreement commences on the Commencement Date and continues until terminated in accordance with clause 15 of these Terms of Use (Term).
5. Licence Fee
5.1. Your Licence Fee is calculated in accordance with Your declared Music Cover and the rates and rate structures applicable to Your business.
5.2. Your Licence Fee (or Licence Fee monthly instalment) is payable to Us within 30 days from the date of the relevant tax invoice issued to You in accordance with clause 7.2, 8.5, or 9.2.
5.3. We may, by written notice to You, update Your Licence Fee, based on the revised information and change to Your Music Cover arising as a result of clause 12 or clause 13, as relevant.
5.4. Subject to clause 5.5 below, We may increase the GST-exclusive component of any fees or rates expressed in the form of $ on the CPI Date during the Term by no more than the increase in the Consumer Price Index between the two previous December Quarters (CPI Adjustment).
5.5. Any CPI Adjustment applied to fees or rates in accordance with clause 5.4 will only be applied to Your Licence Fee calculation at the commencement of the Licence Period immediately following the CPI Adjustment date.
6. GST
6.1. All fees and rates include GST unless otherwise stated.
6.2. In relation to any GST payable for a taxable supply under this agreement, You must pay the GST subject to Us providing a tax invoice.
6.3. Terms used in this clause 6 which are defined in the GST Act have the same meaning as in the GST Act.
7. Automated Payments
7.1. If You have elected to use the Automated Payment option, You must pay Us the Licence Fee (or Licence Fee monthly instalment) in advance on an automated monthly or annual basis, depending upon Your preferred payment option.
7.2. Under the Automated Payment option, We will issue a tax invoice for the Licence Fee (or Licence Fee monthly instalment) at the commencement of each month or year, as relevant.
7.3. Licence Fee payments under the Automated Payment option will be automatically deducted on a monthly or annual basis during each Licence Period using Your preferred payment option, which is either via;
a) Your nominated bank account in accordance with Your Direct Debit Request and the Automated Payments Terms and Conditions; or
b) by credit or debit card (Visa or MasterCard only) in accordance with the Automated Payments Terms and Conditions.
7.4. We will make available for You to view in Your Online Account a tax invoice for the Licence Fee applicable to each monthly or annual Automated Payment during each Licence Period.
8. Quarterly Account Payments
8.1. If You are a Quarterly Account, You must pay Us the Licence Fee for each Quarter during the Term in accordance with this clause 8.
8.2. We will issue a tax invoice for the Licence Fee applicable to each Quarter during each Licence Period no later than 14 days after We receive Your Quarterly Usage Report (as required under clause 13 below).
8.3. If a Quarterly Usage Report is not received by Us by the Reporting Date for any particular Quarter, We will issue a provisional tax invoice for that Quarter’s Licence Fee based on either:
a) the most recent Quarterly Usage Report that has been received by Us in respect of Your Music Cover; or
b) Our reasonable estimate of that Quarter’s Licence Fee.
8.4. Payments for Quarterly Accounts are to be made in accordance with the terms of each tax invoice sent to You under clause 8.2 above, which is payable either:
a) directly to Our bank account; or
b) by credit or debit card (Visa or MasterCard only).
8.5. Your Licence Fee for each Quarter during each Licence Period is payable to Us within 30 days from the date of the relevant tax invoice sent to You in accordance with clause 8.2 above.
9. Annual in Advance Payments
9.1. If You are paying Your Licence Fee annually in advance without agreeing to an Automated Payment option, We will issue a tax invoice for the Licence Fee for each Licence Period at the commencement of that Licence Period during the Term.
9.2. You must pay Us Your annual Licence Fee within 30 days from the date of the tax invoice sent to You under clause 9.1 above, which is payable either:
a) directly to Our bank account; or
b) by credit or debit card (Visa or MasterCard only).
10. Other fees and charges
10.1. We may charge You interest at the Agreed Rate on any amount that remains unpaid after the due date for each tax invoice.
10.2. We may pass on to You any credit card fees and other electronic transaction charges and will inform You of this prior to collecting those fees or charges.
10.3. If You fail to pay any outstanding invoice after We provide notice to You, and We take steps to recover those amounts, any expenses or legal costs We incur in doing so will be recoverable from You by Us as a debt.
11. Refunds
If You have elected the Automated Payment option on an annual basis or if You are paying Your Licence Fee annually in advance, and You terminate the Agreement in accordance with clause 16.2, We will refund any unused portion of Your paid Licence Fee, provided that any such amount is greater than $57.50.
12. Supply of Information
12.1. Unless You are a Quarterly Account, You must notify Us within 28 days of any change to the information previously supplied by You under the Agreement, including any changes you require for Your Music Cover as failure to do so may mean You are not appropriately licensed for Your uses of music.
12.2. During any Licence Period throughout the Term, We may ask You to review and confirm the Music Cover previously declared by You (Music Cover Review).
12.3. In circumstances where You have not responded to an Information Confirmation Request, or where Your response would mean You are not appropriately licensed for Your uses of music, We may update Your Licence Fee, based Our reasonable estimate of the Music Cover required for your business.
13. Supply of Information for Quarterly Accounts
13.1. If You are a Quarterly Account, You must declare in writing to Us the actual music use and operational details of Your premises no later than the Reporting Date, including at a minimum the information necessary for Us to determine Your Licence Fee based on Your Music Cover (Quarterly Usage Report).
13.2. On receipt, the Quarterly Usage Report will form the declaration of Your Music Cover for that Quarter.
14. Records and Audit or examination
14.1. You must keep accurate books of account and other records in sufficient detail to ensure that all amounts payable to Us under this Agreement can be properly ascertained.
14.2. We may on 14 days’ notice to You audit or examine Your books of account and other records to determine the correctness of any report or payment under this Agreement, and You must pay the cost of the audit or examination within 14 days of receipt of an invoice for those costs if:
a) the audit or examination establishes that the amounts payable to Us were understated by more than 10%; or
b) if You have failed to supply any information required to be provided under this Agreement.
14.3. If the audit or examination establishes that the amounts payable under this agreement were understated by any amount, We will provide You with a copy of the auditor’s or examiner’s report and we may issue a tax invoice for the additional amount, and You must pay the amount stated on the invoice within 14 days.
15. Variation by Us
15.1. You acknowledge and agree that We may amend any or all of the terms and conditions of this Agreement at any time (other than the grant of licence under clause 1 above, and, subject to clause 5.4, any rates and/or minimum fees specified as applying to Your Music Cover), provided that any and all changes take effect no earlier than the next anniversary of Your Commencement Date.
15.2. If You do not agree with the amended Terms of Use, You may terminate this Agreement to be effective as at the next anniversary of Your Commencement Date.
16. Termination
16.1. We may terminate this Agreement for convenience on at least 2 month’s written notice to You, not to be effective before the date that is the next anniversary of Your Commencement Date.
16.2. If You are paying Your Licence Fee annually in advance (whether by Automated Payments or otherwise) or by monthly Automated Payments, You may terminate this Agreement on 5 business days’ written notice, which may be provided via Your online account or by contacting Us at [email protected].
16.3. If You are a Quarterly Account, You may terminate this Agreement on 1 months’ written notice by contacting Us at [email protected], to be effective at the end of the relevant Quarter.
16.4. We may immediately terminate this Agreement by notice, if You:
a) fail to pay any sum when due under this Agreement within 14 days after the due date;
b) breach any other term of this Agreement and fail to remedy the breach within 7 days after being requested in writing to do so by Us;
c) go into liquidation, have a receiver or receiver and manager appointed to You or any part of Your assets, enter into a scheme of arrangement with creditors or suffer any other form of external administration; or
d) being an individual, commit any act of bankruptcy or enter into a scheme of arrangement with creditors.
17. Dispute Resolution
17.1. If any dispute arises out of or in connection with this agreement, either party may submit that dispute to the alternative dispute resolution mechanism as detailed on our website at www.onemusicnz.com.
18. Notices
18.1. Any notice or other communication to or by a party under this Agreement must be in writing addressed to the other party.
18.2. All notices to Us must be sent to:
OneMusic
PO Box 6315, Victoria Street West,
Auckland 1142
[email protected]
18.3. All notices to You will be sent to the postal address or email address You have supplied to Us, or to such other postal address or email address as notified by You to Us in writing.
19. Confidentiality
19.1. Subject to clause 19.2, We agree to treat as confidential, during and after the Term of this Agreement, all information provided by You that can properly be regarded as confidential and is not in the public domain.
19.2. Information You provide may be:
a) disclosed to Our licensing partners, auditors and other professional advisers; and
b) aggregated to provide industry statistics for publication or consultation.
20. Privacy Notice
Some of the information You are providing may be personal information under the Privacy Act 2020. Information collected is only for the business purposes of OneMusic and will not be disclosed to any third parties except in accordance with the privacy policy of OneMusic. The privacy policy can be obtained from the OneMusic website onemusicnz.com/about/privacy-policy.
21. Miscellaneous
21.1. This Agreement is personal to You. You are not entitled to assign any of Your rights or novate Your obligations without Our prior written consent.
21.2. Subject to clause 15, this Agreement may only be varied by the written agreement of the parties.
21.3. The Licence Fee under this Agreement is net of all withholding or similar taxes. In the event You are required to pay any such taxes, those payments are to be made without liability to Us.
21.4. This Agreement must be construed in accordance with the laws in force in New Zealand and the parties agree to submit to the non-exclusive jurisdiction of New Zealand.
22. Definitions
In this Agreement:
Act means the Copyright Act 1994;
Advertisement means an announcement designed to attract the attention of the public or any part of it to a product, service, person, organisation or line of conduct;
Agreed Rate means the interest rate for overdrafts charged by the Reserve Bank of New Zealand, calculated on daily rests from the due date to the date of payment;
Agreement:
a) in circumstances where You have completed a OneMusic licence agreement in paper or PDF format, Agreement means Part 1, 2 and 3 of that document and any and all schedules, attachments and/or annexures;
b) in circumstances where You have completed a OneMusic licence agreement on the OneMusic online portal, Agreement means the information:
i. declared by You in response to the portal questions;
ii. the licence “Cover” page; and
iii. these Terms of Use; and
c) in all cases, includes any statements or declarations provided under clauses 12, 13 or 14 of these Terms of Use;
APRA means APRA New Zealand Limited;
APRA Works means all Works in respect of which the rights of Perform in Public and Communicate to the public are owned or controlled by APRA for New Zealand;
Automated Payment means the payment option where You have provided Us with the authority to automatically debit your bank account (via a Direct Debit Request) or Your credit card for the monthly or annual Licence Fee payments;
Automated Payments Terms and Conditions means the terms and conditions applicable to payments made by You in accordance with Your Automated Payment option;
Communicate means to transmit or make available by means of a communication technology, including by means of a telecommunications system or electronic retrieval system, and Communication has a corresponding meaning;
Commencement Date means the date in which Your Music Cover commenced, as declared by You under this Agreement;
Consumer Price Index means the Consumer Price Index of that title All Groups published by the New Zealand Department of Statistics, and December Quarter means quarter year ending 31 December;
CPI Date means in respect of this Agreement, 1 July;
Direct Debit Authority means the authority you have provided to Us for Us to automatically debit your nominated bank account;
Film has the same meaning as in the Act;
Grand Right Work means an opera, operetta, musical play, revue or pantomime insofar as it consists of words and music written expressly for it;
Gross Advertising Revenue means the aggregate of the sums charged out by or on behalf of You in respect of the sale of station time to advertisers without any deductions whatsoever; and shall include commissions and the like allowed or provided for in any manner by You to advertising agencies and others in respect of advertisements placed with You;
GST Act means the Goods and Services Tax Act 1985;
Licence Fee means, subject to the terms of these Terms of Use, the total fees payable by You as calculated in accordance with the relevant Music Cover for each Licence Period during the Term as declared by You;
Licensed Music means APRA Works and/or RMNZ Sound Recordings;
Licence Period means a period of 12 months commencing on the Commencement Date and, as relevant, each anniversary of the Commencement Date during the Term;
Low Power Radio Station means a low power radio station (including any associated internet simulcast) located in New Zealand with an annual Gross Advertising Revenue of $10,000 or less;
Licensed Rights means, as relevant to any particular Music Cover, APRA AMCOS Rights and RMNZ Rights;
Music Cover means the uses of music as declared by You under the Agreement and including any amendments made by Us in accordance with clause 12.3;
Music Cover Review has the meaning set out in clause 12.2;
OneMusic means APRA trading as OneMusic New Zealand as authorised by AMCOS and RMNZ;
Quarter means each 3 calendar month periods during the term with the first Quarter commencing on the Commencement Date;
Quarterly Account means You, if your Licence Fee is payable each Quarter in arrears as contemplated in clause 8;
Quarterly Usage Report has the meaning as set out in clause 13.1;
RMNZ means Recorded Music New Zealand Limited;
RMNZ Rights Holder means any person, company or organisation that exclusively owns or controls rights in New Zealand, or is authorised to grant rights to third parties in New Zealand, in any Sound Recording and grants a licence of those rights to RMNZ for RMNZ to use and sub-license those rights;
RMNZ Sound Recordings means any Sound Recording in which the copyright is owned or controlled by a RMNZ Rights Holder in New Zealand, or is authorised to grant rights to third parties in New Zealand, which may vary from time to time during the Term;
Reporting Date means 14 days after the end of the relevant Quarter during the Term;
Sound Recording has the same meaning as in the Act; and
Works means a musical work and any literary work normally associated with it by the copyright owner for New Zealand (or part of a musical work and associated literary work), and a reference to a Work includes a reference to a share in any such Work.
