Premiership Rugby Media Accreditation
SECTION A - PARTIES
A
PREMIER RUGBY LIMITED (Company No. 03096937) whose registered address is at Lion
House, Red Lion Street, London, WC1R 4GB (“Premiership Rugby”)
B
………………………………………………………….
whose
address
is
at
……………
…………………………………………………………………………………………(“Company”)
SECTION B - PLEASE COMPLETE THE FOLLOWING:
Please indicate
organisation.
your
type
of
Freelance Photographer
Freelance Journalist
Newspaper (name title) ……………………….……...……
Magazine (name title) ………………………………...……
Photographic Agency
News Agency
Other (please specify) ……………..……………………….
Please indicate who will attend
Matches on your behalf (you may
tick more than one box).
Photographers
Journalists
Radio journalists
If you are a photographer or
photographic agency do you hold
public liability insurance cover
for not less than £5m per
claim/series of claims?
Yes (please enclose a copy with your signed agreement)
No
By signing below Premiership Rugby and the Company confirm that they have read and agree to the content of
this front sheet and the attached 7 pages (together the "Agreement")
Signed by a duly authorised signatory for and on
behalf of
Signed by a duly authorised signatory for and on behalf
of
Premier Rugby Limited
Company:
Signature:
Signature:
Name:
Name:
Position:
Position:
Date:
Date:
email:
Page 1 of 7
10-725144
INTRODUCTION
(A)
Premiership Rugby represents the interests of those professional rugby clubs that compete in
Aviva Premiership Rugby from time to time.
(B)
The Company wishes to enter the Stadium for the purpose of generating Editorial Text
Reports or Photographs of matches in Aviva Premiership Rugby, European Rugby Champions
Cup, European Rugby Challenge Cup or LV= Cup.
(C)
Access to enter a Stadium is at the Home Club's discretion. Where a Home Club permits
access to a Stadium, such access is subject to the terms and conditions of this Agreement.
WHEREBY IT IS AGREED between Premiership Rugby and the Company (acting for itself and as
duly authorised agent for and on behalf of each and all Authorised Representative(s) from time to
time) that:
1. DEFINITIONS
In this agreement ("Agreement") the following words shall have the following meanings:
1.1
"Authorised Representative" means an employee, contractor or other representative
(each a photographer or journalist) that attends any Match for or on behalf of the Company.
1.2
"Club" means the rugby football clubs that compete in Aviva Premiership Rugby.
1.3
“Customer” means an entity that is supplied Photographs and/or Editorial Text Reports by
the Company. For the avoidance of doubt and, where the context so permits, the term
“Customer” includes the Company where the Company is itself an end user of Photographs
and/or Editorial Text Reports.
1.4
“Distribution” means the supply, distribution, assignment or licensing of rights in respect of
any Photograph or Editorial Text Report by any means. “Distribute” shall be construed
accordingly.
1.5
“Editorial Text Report” means an article that is generated through the attendance of an
Authorised Representative at a Stadium and that is descriptive, informative or illustrative of a
Match, passages of play during a Match and/or incidents described in clause 6.2.
1.6
“General Conditions of Use” means the general conditions of use concerning the use and
reproduction of Photographs and Editorial Text Reports as set out in clause 7.
1.7
"Ground Regulations" means the ground regulations and ticket conditions issued from
time to time governing the terms and conditions upon which admission is granted to the
Stadium.
1.8
"Home Club" means the Club at whose Stadium any Match is or should be played; or where
ground sharing is in operation, the Club whose name first appears on the relevant fixture; or
in respect of any Match played at a neutral Stadium - the Club whose name first appears on
the relevant fixture or, in the case of The Aviva Premiership Rugby Final, Premiership Rugby.
1.9
"Match" means a rugby football match that takes place at a Stadium in respect of which the
Home Club requires Accreditation.
1.10
"Premiership Rugby Data System" means the internet press booking system that has
been implemented by Premiership Rugby and which will handle centrally all requests for
Authorised Representatives to attend Matches.
1.11
"Photograph" means a single still visual image (or information or material capable of being
converted into such) captured in physical form (including 'negative') by an Authorised
Representative using photographic equipment while present at a Stadium.
1.12
“Photosale” means the making of a high quality, printed to order hard copy of a Photograph
for sale to an individual consumer or any other method of supplying the same including, but
not limited to any digital download of a Photograph.
1.13
"Player" means any player of the Club(s) and any manager, coach or other Club personnel.
1.14
"Publish" means to use, reproduce or otherwise communicate to any person, exhibit
broadcast, transmit, include in any cable program service, post to the internet or any online
system, or send by any telegraphic or telecommunication system or publish in any format
whatsoever. "Publication" shall be interpreted accordingly.
Page 2 of 7
10-725144
1.15
1.16
1.17
1.18
"Single Club Publication" means a publication or service offered substantially on a single
club basis including (without limitation) a book, website or mobile service that is titled,
branded or promoted on a single club basis or where the content is based substantially on a
single club but excluding a supplement published by a local or regional newspaper focussing
on their local Club that is sold and displayed separately to the main publication.
"Stadium" means that stadium owned, occupied or utilised by a Home Club and to which the
public are admitted in respect of any Match.
“Term” means that period that commences on the date of execution of this Agreement.
“Wholesale/Syndicate” means the licensing of rights in respect of electronic or mechanical
publication, or copying, of any part thereof whether by printing, broadcasting, transcription,
photography, slide projection, photocopying or by any other means.
2. AUTHORITY & GRANT OF ACCESS RIGHTS
2.1
The Company hereby warrants that:
(a)
it has the right and authority to enter into this Agreement on behalf of itself and the
Authorised Representative(s); and
(b)
2.2
2.3
2.4
it has obtained an assignment or licence of the intellectual property rights in the
Editorial Text Reports and Photographs from the Authorised Representative to the
extent necessary to comply with its obligations under this Agreement.
Premiership Rugby hereby warrants that it has the right and authority to enter into this
Agreement.
All rights not expressly granted to the Company are reserved to Premiership Rugby and/or
the Clubs. For the avoidance of doubt Premiership Rugby does not claim ownership of
intellectual property rights in the Editorial Text Reports and Photographs.
The Company shall not itself (nor authorise, knowingly assist or knowingly permit any third
party to) use, Publish or Distribute any Photograph and/or Editorial Text Report other than
as expressly permitted by the provisions of this Agreement.
3. GRANT OF ENTRY TO THE STADIUM
3.1
Subject to the terms and conditions of this Agreement and also subject to the Company
making prior arrangements for each Authorised Representative to attend each Match directly
with the applicable Home Club, Premiership Rugby hereby agrees that the Authorised
Representative(s) may enter each Stadium for the purpose of taking Photographs and/or
generating Editorial Text Reports.
3.2
The Company acknowledges that access to enter each Stadium is at the Home Club's
discretion. Premiership Rugby will encourage each Home Club to:
(a)
exercise their discretion in a fair and reasonable manner; and
(b)
not unreasonably withhold, delay (or impose without reasonable prior notice any
conditions upon) any such agreement to enter the Stadium.
3.3
Access to the Stadium is subject to compliance with the applicable Ground Regulations. In the
event of any discrepancy between the provisions of this Agreement and the Ground
Regulations, the provisions of this Agreement shall apply in respect of that discrepancy.
4. ATTENDANCE REQUEST PROCEDURE
4.1
Applications for Authorised Representatives to attend Matches shall be made by the Company
to the applicable Home Club (or in the case of the Aviva Premiership Rugby Final only to
Premiership Rugby) or its appointed nominee.
4.2
Attendance Requests shall be made using the Premiership Rugby Data System, which will
require the following information:
(a)
Date & Location of Match;
(b)
Name of Accredited Company;
Page 3 of 7
10-725144
(c)
(d)
(e)
Name of Authorised Representative;
Entity on whose behalf the Authorised Representative is attending the Match or a
confirmation that the Authorised Representative is working on a freelance basis; and
Any other requests/requirements.
5. ATTENDANCE AT THE STADIUM
5.1
The Company shall procure that:
(a)
The Authorised Representatives shall generate Editorial Text Reports only in those
locations stipulated for journalists by the Home Club; and take Photographs only in
those locations stipulated for photographers by the Home Club.
(b)
The Authorised Representatives will abide by all reasonable instructions issued by or
on behalf of the Home Club and will comply with all regulations governing entry to the
Stadium including, but not limited to, the Ground Regulations.
(c)
The Authorised Representative(s) shall not (nor knowingly assist or authorise any third
party) at any time to collect, collate, Publish and/or Distribute any statistics or any
other data about a Match other than as necessary for inclusion within a work of
genuine editorial prose. By way of example and not limitation the Company shall not
produce any data service using statistics or data from a Match or Matches.
(d)
Except as permitted in clauses 5.1(e) and (f), during the Match the Authorised
Representative(s) shall not (nor knowingly assist or authorise any third party to)
Publish and/or Distribute or otherwise communicate any material generated within the
Stadium including but not limited to any commercial messages, live match reports,
statistics or any data whatsoever.
(e)
Authorised Representatives may transmit material during a Match to third parties
(such as the Company) solely to the extent necessary to enable that third party to assist
in the preparation of the Authorised Representative’s Editorial Text Report that will be
Published after the Match and provided that the material so transmitted is not under
any circumstances Published during the Match.
(f)
The Company may submit written requests to Premiership Rugby for consent to take
non-Match audio visual footage at a specific Match. The Company acknowledges that
such consent is subject to the approval of the Home Club, Premiership Rugby’s
broadcast partner(s) and any conditions that Premiership Rugby deems necessary.
6. USE, PUBLICATION & DISTRIBUTION OF PHOTOGRAPHS & EDITORIAL TEXT
REPORTS
6.1
The Company shall only be entitled to:
(a)
Publish Photographs and/or Editorial Text Reports for editorial/news reporting
purposes; and
(b)
Distribute Photographs and/or Editorial Text Reports for publication by its Customers
for editorial/news reporting purposes.
6.2
For the avoidance of doubt, nothing in this Agreement or otherwise shall prevent the
Company from Publishing or using editorial and photographic material in respect of any
incident or occurrence which takes place in a Stadium (other than as part of a Match) and
which is worthy of news reporting.
6.3
The Company shall:
(a)
itself (and shall inform and require its Customers to) comply with the provisions
relating to use and Publication of Photographs and/or Editorial Text Reports
(including, but not limited to the General Conditions of Use) as set out in this
Agreement; and
(b)
prior to (or accompanying) the Distribution of Photographs and Editorial Text Reports
to Customers incorporate (by means of notification in writing including notification on
the Company’s website) the General Conditions of Use to the Company’s own
Page 4 of 7
10-725144
6.4
agreement terms with its Customers.
The Company may Wholesale/Syndicate Photographs and/or Editorial Text Reports provided
that:
(a)
it enters a written agreement with each such sub-licensee which contains substantially
the same terms as this Agreement (save that the sub-licensee shall not have the right to
sub-license its rights) and it shall remain primarily liable for any act or omission of the
sub-licensee which would constitute a breach of this Agreement had it been committed
by the Company;
(b)
it shall provide a copy of any such sub-licence agreement to Premiership Rugby on
request; and
(c)
all sub-licences granted shall terminate automatically on termination or expiry of this
Agreement.
7. GENERAL CONDITIONS OF USE
7.1
Subject to clause 7.2, the Company shall not itself (nor authorise or permit any third party to)
use or Publish Photographs and/or Editorial Text Reports for commercial purposes without
the prior written consent of Premiership Rugby and this may involve the payment of a fee. For
the avoidance of doubt and by way of example and not limitation "commercial purposes" shall
include use or Publication in connection with Single Club Publications, advertising or
marketing, items of clothing, posters, calendars, collectables, free give aways or any other
commemorative item or item of memorabilia.
7.2
The Company may use Photographs and/or Editorial Text Reports:
(a)
in advertising materials that are intended solely to promote the editorial coverage of
the Matches by the Company; and/or
(b)
in the case of a local or regional newspaper, in a supplement focussing on their local
club that is not sold or displayed separately to the main publication;
PROVIDED that such materials:
7.3
7.4
7.5
7.6
(c)
cannot reasonably be interpreted as being intended to promote the products or services
of any third party; and
(d)
do not form part of a Single Club Publication.
Photographs shall not be altered or manipulated by means other than 'flipping', 'cropping'
(PROVIDED THAT the same is performed in good faith and not so as to distort the
meaning or the circumstances depicted in the Photographs), manipulation which is evidently
fun, harmless and an editorial means of telling a story, standard computerised 'enhancement'
in the form of minor alterations. For the avoidance of doubt, and by way of example and not
limitation, the Photographs shall not be manipulated or otherwise altered so as to obscure or
remove a sponsor's name or logo otherwise than as an ancillary consequence of good faith
‘cropping’.
Photographs may not be used for any Photosale without the prior written approval of the
relevant Club(s) that feature in the applicable Photograph.
Any item containing Photograph(s) and/or Editorial Text Report(s) shall not be structured,
offered, titled, described or promoted in a manner that claims or suggests any endorsement,
authorisation or approval by any Club(s), Player or Premiership Rugby where no such
endorsement exists.
The Company shall not use or reproduce any trade mark, badge, insignia or logo owned or
utilised by Premiership Rugby or a Club without the prior written consent of the appropriate
owner.
Page 5 of 7
10-725144
7.7
7.8
Every use or Publication of a Photograph shall where reasonably and commercially
practicable be attributed to the Authorised Representative that took the applicable
Photograph and/or the Company.
As soon as reasonably practicable and in any event within 7 days of receiving a request from
Premiership Rugby, the Company shall confirm in writing whether an entity that is using
and/or Reproducing Photographs and/or Editorial Text is a Customer.
8. SUPPLY OF PHOTOGRAPHS TO CLUBS & PREMIERSHIP RUGBY
8.1
Subject to the payment of a reasonable handling fee, the Company shall permit and/or
procure access to, sight of, or a print of, any Photograph promptly upon receipt of a written
request from Premiership Rugby or any Club. Such right of access to the Photographs does
not imply any right of reproduction and there is no obligation on the Company and/or the
Authorised Representative(s) to preserve the Photographs.
9. WARRANTY & INDEMNITY
9.1
The Company warrants, undertakes and agrees that it has effected (both for itself and on
behalf of its Authorised Representative(s)) adequate public liability insurance cover with a
reputable insurer to the extent of not less than £2,000,000 per claim or series of claims and
shall maintain such cover for the duration of this Agreement.
9.2
The Company shall indemnify and hold harmless Premiership Rugby and each of the Clubs
from and against all direct loss, damages, costs and expenses it may suffer arising out of any
breach of the terms of this Agreement by the Company and/or any Authorised Representative.
9.3
Premiership Rugby shall indemnify and hold harmless the Company from and against all
direct loss, damages, costs and expenses it may suffer arising out of any breach of the terms of
this Agreement by Premiership Rugby.
10. EXCLUSION OF LIABILITY
10.1
To the maximum extent permitted by law, Premiership Rugby and each of the Clubs, Stadium
owners and/or Stadium operators exclude all liability resulting from the Authorised
Representative(s) entering or being present in the Stadium.
11. EXPIRY & TERMINATION
11.1
This Agreement shall commence on the date of execution of this Agreement and, subject to
earlier termination, shall continue for the Term
11.2
Premiership Rugby shall be entitled to terminate this Agreement in respect of the Company
(or at Premiership Rugby's discretion suspend or remove a particular Authorised
Representative from the remit of this Agreement) immediately by written notice to the
Company (and/or, if applicable, the Authorised Representative) in each of the circumstances
below:
(a)
The Company or any Authorised Representative is in material breach of any of the
terms of this Agreement and such breach cannot be remedied;
(b)
The Company or any Authorised Representative fails to remedy any breach of the
terms of this Agreement which is capable of remedy as soon as reasonably practicable
and in any event within 14 days of being given notice to do so by Premiership Rugby;
(c)
The Company or any Authorised Representative commits persistent breaches of the
terms of this Agreement, where such persistent breaches together constitute a material
breach of this Agreement (for the avoidance of doubt such a material breach shall be
deemed a breach incapable of remedy); and/or
(d)
The Company is declared bankrupt or enters into any arrangement or compound with
its creditors (where an individual or firm) or enters into any arrangements or
compound with its creditors or a petition is presented for its winding up or a resolution
passed for its winding up or the Company enters into liquidation administration
receivership company voluntary arrangement and/or is unable to pay its debts.
Page 6 of 7
10-725144
11.3
Termination or expiry of this Agreement will be without prejudice to any rights or liabilities of
either party that have accrued prior to such termination.
12. ASSIGNMENT AND SUB LICENCE
12.1
Other than as expressly permitted by this Agreement, the Company may not assign or sublicence any of its rights or obligations hereunder without the prior written consent of
Premiership Rugby. Such consent shall not be unreasonably withheld or delayed.
13. GENERAL
13.1
This Agreement supersedes all prior agreements, arrangements and correspondence between
the parties in relation to the subject matter of this Agreement.
13.2
No failure or forbearance of either party to exercise any right conferred or to enforce any
obligation imposed by this Agreement shall be deemed a waiver of any such right or obligation
nor operate so as to bar or limit exercise or enforcement at any time thereafter.
13.3
This Agreement shall be governed by and construed in accordance with the laws of England &
Wales. The parties submit to the exclusive jurisdiction of the Courts of England and Wales.
Page 7 of 7
10-725144