General Terms and Conditions

1.1.The following terms and conditions (hereinafter referred to as "T&C") define and specify the rights and obligations arising in connection with the provision of cinema screening rights to certain films specified in the order, where the provider of such rights is the Národní filmový archiv, contributory organization, ID No.: 000 57 266, with its registered office at Malešická 12, 130 00 Prague 3 (hereinafter referred to as "NFA"), and the purchaser of such rights is the operator of the relevant cinema who has placed the corresponding order (hereinafter referred to as "Purchaser").

1.2 All contractual relations are concluded in accordance with the legal regulations of the Czech Republic. Legal relations that are not expressly regulated by these Terms and Conditions are governed by Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the "Civil Code") and other relevant legislation, in particular Act No. 121/2000 Coll., the Copyright Act.

2.1 For the purposes of these POs, a subcontract means a subcontract specifying the rights and obligations of the parties described in these POs, whereby the relevant subcontract is always concluded at the moment of acceptance of the Purchaser's order by the NFA (see Article IV below).

2.2 For the purposes of these OPs, the Contract with DILIA means the Contract for the granting of a licence to use audiovisual works and works of audiovisual use concluded on 6 December 2013 between NFA and DILIA, a theatrical, literary, audiovisual agency, Ltd.

2.3 For the purposes of these OP, the Agreement with the Fund means the Licensing and Sub-Licensing Agreement concluded on 23 May 2014 between the NFA and SFKMG.

2.4 For the purposes of these OPs, Films means audiovisual works as defined in the currently effective Sub-Agreement or multiple such Sub-Agreements entered into between the NFA and the relevant Acquirer. The Films shall be further divided into the following categories, the membership of which category shall always be specified for each Film by NFA as part of its acceptance of the Purchaser's order:
a. SFKMG Films;
b. NFA Films.

2.5 For the purposes of these OPs, consent to the use of the sound and visual recording of the Film (hereinafter referred to as "the Film") shall be understood as either consent to the use of the Film of audiovisual works produced by the State and published between 1 January 1950 and 31 December 1964 (i.e. consent pursuant to Section 106(4), applying Sections 79 - 82 of Act No. 121/2000 Coll, 89/2012 Coll, Civil Code), or for consent to the use of audiovisual works published between 1 January 1965 and 31 December 1991, for which the SSKMG exercises copyright (i.e. for consent granted on the basis of the Agreement with the Fund pursuant to Section 106(4) of Act No. 121/2000 Coll., Copyright Act, or Section 2358 et seq. of Act No. 89/2012 Coll, 496/2012 Coll., Act No. 496/2012 Coll., the Audiovisual Act) or for consent to the use of Czech audiovisual works produced by the State between 28 August 1945 and 31 December 1991, for which the term of protection of the rights of the producer of the sound and visual recording has already expired (i.e. consent pursuant to Section 8(4) of Act No. 496/2012 Coll., the Audiovisual Act).

2.6 For the purposes of these Terms and Conditions, consent to use the SFKMG Film means the authorisation to use the SFKMG Film, including the following types of consents:
a. Consent to use of the TOC;
b. Consent to use the SFKMG Film as the subject matter of the copyright of its director(s);
c. Consent to use the audiovisual works of authorship and artistic performances included in the SFKMG Film.

2.7 Consent to use the NFA Film means, for the purposes of these OPs, an authorisation to use the NFA Film comprising the following types of consents:
a. Consent to use the NFA (unless the Film was produced prior to August 28, 1945, for which the use of the NFA is neither protected nor impliedly protected);
b. Consent to use the NFA Film as the subject of the copyright of its director(s);
c. Consent to use those audiovisual works of authorship included in the NFA Film:
- the literary component of the NFA Film (preexisting work, theme, script, dialogue),
- the artistic component of the NFA Films (cinematographers, architects, costume designers and other artists of the NFA Films),
- choreographic and mime works used in NFA Films.

2.8 For the purposes of these T&Cs, Film Medium means the tangible medium/substrate containing the Film. Film Media shall be further divided into the following categories, and the Film Media of each Film shall always be defined in the relevant Sub-Agreement:
a. 35mm film, that is, a 35mm filmstrip intended for the projection of the relevant Film;
b. DVD, i.e. a DVD disc intended for the projection of the relevant Film (this category includes Blu-ray),
c. DCP, a medium containing a digital copy of the Film for projection in digital cinemas.
d. MP4, which is a digital version of the Film intended for projection

The implementation of some of the activities mentioned in these OPs (in particular the conclusion of the Subcontract itself) may be conditional on the provision of certain personal data of the Acquirers. In such case, the NFA will handle such data in accordance with the applicable legislation, 2 in particular in accordance with Act No. 101/2000 Coll., on the protection of personal data, as amended. Personal data will be fully secured against misuse. The data will be stored and will not be shared with third parties. The personal data provided may be used by NFA beyond the processing necessary for the conclusion and performance of the contract only under the conditions set out below. The Purchaser acknowledges that the e-mail address provided by him in the order may be used to send a commercial communication by the National Film Archive pursuant to Act No. 480/2004 Coll., as amended, offering a similar product or service. In the event that the addressee does not wish to receive further such commercial communications, he/she may express his/her opposition to the sending of commercial communications by sending an e-mail containing his/her opposition to the sending of commercial communications to nfa@nfa.cz. The controller may entrust a third party as a processor to process the above personal data. The controller hereby informs the data subject and provides him/her with explicit instructions on the rights arising from Act No. 101/2000 Coll, on the protection of personal data, i.e. in particular that the provision of personal data to the controller is voluntary, that the data subject has the right to access them, has the right to request at any time in writing at the address of the controller to terminate the processing of personal data and their destruction, and also has the right to contact the controller in the event of a violation of his/her rights and to request appropriate remedy, which is e.g. refraining from such actions by the controller, eliminating the situation, providing an apology, making a correction or supplementation, blocking, destruction of personal data, payment of monetary compensation, as well as exercising other rights arising from § 11 and 21 of this Act. If the Purchaser wishes to correct the personal data processed about him/her by the NFA, he/she may request it at the e-mail address nfa@nfa.cz or at the postal address mentioned above. The supervisory authority is the Office for Personal Data Protection, with its registered office at Pplk. Sochor 27, 170 00 Prague 7.

4.1 The sub-contract shall always be concluded on the basis of a specific order - i.e. a draft of such a contract, which the Purchaser is obliged to prepare on the basis of the online form available on the website of the Národní filmový archiv, always no later than seven working days before the date on which the first use of the Film by the respective Purchaser is to take place (hereinafter referred to as the "Order").

4.2 The NFA shall be entitled at any time to invite the Purchaser to supplement the Order with any information it deems relevant and necessary for the proper performance of the relevant Subcontract. Upon request, the NFA shall specify which of the Films specified in the Order are SFKMG Films and which are NFA Films; this specification shall also later become part of the Subcontract if it is concluded.

4.3 Only an Order in which the Purchaser has truthfully, clearly and completely filled in all the data required in Annex 1 of these OPs shall be considered valid.

4.4 NFA shall notify the Purchaser of the acceptance of the order by telephone or send an e-mail to the Purchaser's e-mail address specified in the order with the Purchaser's acceptance of the order (hereinafter referred to as "Acceptance"). Only at the moment of proper acceptance by NFA does the Order become binding on NFA. NFA is not obliged to accept the Order and reserves the right to decide on the acceptance of the Order in its sole discretion at any stage of the Order processing.

4.5 By placing an order, the Purchaser accepts these T&Cs including the provisions on the amount of remuneration due to NFA for the use of the Film as set out in Article VI of these T&Cs including any shipping and transport costs applicable at the time the order is placed and dispatched. NFA shall always be entitled, depending on the nature of the order - price amount, shipping costs, distances, etc., to ask the Purchaser for authorization (further confirmation) of the order in an appropriate manner, such as in writing or by telephone. The order shall be deemed null and void and the contract shall be void if the Purchaser fails to provide such authorisation (further confirmation) in the requested manner.

4.6 The Purchaser agrees that when handing over the Film Medium, NFA or the carrier authorised to deliver the Film Medium to the Purchaser is entitled to verify the identity of the person taking over the Film Medium with a personal document, i.e. an identity card or passport, and to note the number of the personal document or other information identifying the person who took over the Film Medium. The Purchaser expressly gives its consent to the NFA, i.e. the National Film Archive, as the custodian, to record the personal data in the manner described in the preceding sentence and to retain it for a period of one month from the date of receipt of the Film Medium. At the same time, the Purchaser acknowledges that he/she has rights under Act No. 101/2000 Coll., i.e. in particular that the provision of data is voluntary, that he/she may request the termination of the processing of personal data and its destruction at any time at the address of the controller free of charge, that he/she has the right of access to personal data and the right to rectification of such data, blocking of incorrect data, its destruction, and other rights. In case of doubt about the observance of the rights, the Purchaser has the right to contact the Controller. The supervisory authority is the Office for Personal Data Protection, with its registered office at Pplk. Sochor 27, Prague 7, 170 00.

4.7 Unless otherwise stipulated in the Subcontract, the rights and obligations of the Acquirer and the NFA shall be governed by these T&C. In the event of a conflict between the provisions of the Subcontract and any provision of these OP, the Subcontract shall prevail.

5.1 Pursuant to the Sub-Agreement, the Purchaser obtains from NFA the Consent to Use the SFKMG Film (in respect of the SFK Films) and/or the Consent to Use the NFA Film (in respect of the NFA Films) to the following extent:
a. for the following uses: the operation of the Motion Picture from a recording by a cinematographer
manner (i.e., screening to a general public audience or even to a captive audience);
b. within the following time limits: The Purchaser shall be entitled to use the Film only on the screening dates agreed by the Parties in the Subcontract;
c. in the following territory: the Purchaser may use the Film only in the venue (cinema) agreed by the Parties in the Subcontract;
d. in the following quantity: the Purchaser is entitled to use each individual Film only once per order, i.e. per Subcontract, unless otherwise specified in the Subcontract (i.e. unless the parties have expressly agreed on a greater number of screening dates); e. non-exclusively, i.e. the NFA is not limited in its ability to grant a licence within the scope defined in this Agreement to third parties, and may itself use each of the Films within this scope without limitation.

5.2 The Acquirer shall not be entitled to make any alterations, modifications, additions, mergers or other interventions to the Films unless NFA gives its express written consent. The Acquirer undertakes to carry out all activities and Acts in connection with the use of the Permission under this Agreement in such a manner that the rights and legitimate interests of any holders of intellectual property rights in the Films are not compromised.

5.3 The Assignee acknowledges that it does not acquire any rights to use any other Intellectual Property Assets under this PO other than those expressly so stated in this PO and as further defined in the individual Sub-Agreements. In the event of a request by NFA, the Assignee shall promptly provide NFA with copies of all relevant documents demonstrating that the Assignee has duly settled all intellectual property rights related to the use of the Films and the Film Media.

5.4 For the avoidance of doubt, it is hereby stated that the permissions and licenses under these T&Cs do not include the use of the Films or parts thereof for merchandising, advertising, so-called remake of the Films, inclusion of the Films or parts thereof in other new audiovisual works, nor the use of the Films or parts thereof within such new audiovisual works.

5.5 The Purchaser undertakes to use the Films in the usual manner, always indicating the authorship of those authors who are credited in the subtitles of the respective Film, if the subtitles are part of the Film. The Purchaser is not entitled to shorten, speed up or alter the subtitles of the Film and is obliged to use them in full image format.

5.6 The Purchaser warrants that the Films used by it under this Agreement shall at all times bear the logo/slogan of the NFA if the NFA has provided such logo/slogan to the Purchaser for the said purpose.

5.7 In the event that the Assignee produces other language versions of the Films (whether subtitled, dubbed or otherwise translated, hereinafter referred to as "translation"), the Assignee shall provide each such translation on an appropriate medium to the NFA without undue delay after its production, and shall grant the NFA a license within the same period to use each such translation in connection with the use of
Film by NFA, and to the extent determined by agreement of the parties. The Acquirer shall, in its own name and on its own account, settle third party rights in each translation to the extent necessary to enable it to grant a license to NFA under the preceding sentence.

5.8 The Acquirer shall not be entitled to transfer all or any of the rights acquired on the basis of this PO or the Sub-Agreement, nor to grant sub-licences to third parties.

5.9 The Purchaser is obliged to use the Film exclusively on the basis of the respective Film medium received from NFA under this Framework Agreement or the Subcontract, unless the Purchaser is the owner/holder of another original medium or an authorised copy thereof. If the Purchaser does not wish to receive a Film Medium from NFA in view of the preceding sentence, it shall indicate this fact in the order and specify herein under which type of proprietary Film Medium it will use the Film; the fact that the Purchaser does not use the Film Medium of NFA
shall not affect the amount of the remuneration pursuant to Article VI of these GTC.

5.10 The Purchaser shall promptly notify NFA of any infringement of the rights of NFA, SFKMG or DILIA in any Film of which it becomes aware.

5.11. With respect to the SFKMG Films, the following special conditions shall continue to apply:
a. The Acquirer shall, for each use of the SFKMG Films under this Agreement, identify the SFKMG as the copyright owner or copyright enforcer of the SFKMG Films in an appropriate manner (with respect to the form of use).
b. In the event that the Agreement with the Fund terminates for any reason (whether by termination,
termination, by agreement or otherwise) prior to the termination of the Subcontract between NFA and the Acquirer, on the date following the termination of the Contract with the Fund, NFA shall enter directly into the position of NFA as the grantor of the Consent to Use of the SFKMG Film, and SFKMG shall collect, with the same temporal effects with respect to such Consent, all amounts representing the License Fee not yet paid (or invoiced to NFA). For the avoidance of doubt, the parties hereto declare that if the situation contemplated by the preceding sentence arises, SFKMG shall only enter into those provisions of the Sub-Agreement that relate to the Consent granted to SFKMG for the use of the Film and the right to payment of royalties thereon.

6.1 The Purchaser agrees to pay the NFA a royalty for each individual use of each Film (i.e. for each individual screening of the Film) in accordance with the current price list available at www.nfa.cz.

6.2 The Purchaser further agrees to pay to NFA all transportation costs incurred by NFA pursuant to these T&Cs or the Subcontract, which the Purchaser has agreed to pay in accordance with these T&Cs.

6.3 The remuneration set out in paragraph 6.1 of this Article and the transport costs set out in paragraph 6.2 of this Article shall be paid by the Purchaser to NFA to the account number set out in the header of the Contract on the basis of a current invoice with all the statutory requirements of a tax document, with a fourteen-day due date, issued by NFA on the basis of the Subcontract. The invoice shall be sent together with the Film Medium or separately if the Purchaser has not ordered the rental of the Film Medium.

6.4 Any bank charges associated with the non-cash payment of the payments referred to in this Article of the OP shall be borne solely by the Purchaser, who shall not be entitled to set off such charges against any claims of NFA.

6.5 In the event of the Purchaser's default in payment of the remuneration under the provisions of these OP, the Purchaser undertakes to pay to NFA interest on late payment at the rate of 0.05% for each full day of delay. In the event of default by the Purchaser in payment of any part of the remuneration/carriage charges by the due date, NFA shall be entitled to withdraw from the relevant Subcontract with immediate effect.

7.1 In order to enable the proper use of the Film Consent of the SFKMG and/or the Film Consent of the NFA, the NFA undertakes to provide the Purchaser with the Film Medium for each Film in the form specified in the relevant Subcontract (i.e. always 35 mm film, DCP, Blu-ray, DVD or MP4), unless the Purchaser does not wish to receive the Film Medium (cf. Art.)

7.2 The Purchaser is obliged to comply with the following conditions when using each Film Medium:
a. The Purchaser is obliged to ensure that the Film Medium is used only by persons with appropriate training and technical competence with respect to the nature of the Film Medium, or that the Film Medium is always used under the Purchaser's supervision. In the event that the Purchaser permits the use of the Film Medium by any third parties, the Purchaser shall be liable for the use of the Film Medium and any damage caused to the Film Medium as if the Purchaser had used it himself.
b. The Film Medium in the form of 35 mm film may only be used on projection equipment that is suitable for the projection of archival material and consists of at least two projectors.
c. The Purchaser shall not be entitled to sublet (sublet), lend, or make any other disposition of the Film Medium beyond the scope of this Agreement, unless the Parties expressly agree otherwise.
d. The Purchaser shall not be entitled to alter or interfere with the Film Medium in any way. In particular, the Purchaser shall not be entitled to permanently interconnect the Film Medium in the form of 35 mm film or its individual parts or to cut or otherwise divide it into shorter pieces. If the Purchaser affixes any marks or signs to the Film Medium, the Purchaser is obliged to ensure that such marks or signs are removable at any time thereafter without damage to the Film Medium (i.e. in particular, they may not be permanently etched or engraved on the Film Medium, etc.). If the Film Medium is already delivered to the Purchaser with certain marks or signs (e.g. head leaders or tail leaders on 35 mm film), the Purchaser shall be responsible for ensuring that they are not damaged or removed. If certain markings or labels are placed anywhere on the Film Media (including the box or other packaging), the Purchaser warrants that they will not be removed, covered or otherwise defaced.
e. In the event that the Film Medium is used in violation of this Agreement (including, for example, theft, loss or damage to the Rental Object), the Purchaser shall promptly notify NFA of such fact and shall do all that may reasonably be required to mitigate the damage or threatened damage.
f. In the case of a projection from a 35 mm film medium, the Purchaser shall provide NFA with a copy of a valid technical certificate of the condition of the projection equipment.Such certificate may be sent in electronic form as a scan together with the projection order.

7.3 NFA shall ship the corresponding Film Medium to the Purchaser within 3 days prior to the scheduled screening date (unless a different time period is agreed in this Subcontract and only in the case of a timely order by the Purchaser), and the Purchaser agrees to pay all costs associated with the transportation of the Film Medium, including all necessary insurance, freight and other related payments (hereinafter referred to as "Transportation Costs"). Unless otherwise expressly agreed, NFA reserves the right, in its sole discretion, to select the best method of transportation and
particular carrier.

7.4 Without delay after the expiration of the right to use the Film captured on the Film Medium, but no later than 5 days thereafter, the Purchaser shall return the Film Medium to NFA, subject to the following conditions: Unless otherwise agreed, the Purchaser shall, on its own behalf and at its own risk, arrange for transportation back to the NFA's headquarters and pay all transportation costs incurred on such return trip.

7.5 The Purchaser accepts the possibility that NFA will provide it with a Film Medium bearing the NFA logo or other marking.

7.6 NFA shall be entitled to inspect, itself or through a third party, at any time during the term of the relevant Subcontract, whether the Film Carrier is being used in accordance with this Agreement; the Purchaser shall provide NFA with the necessary cooperation in doing so and shall submit any relevant documents that may be required.

7.7 The Purchaser shall be obliged to indicate in a reasonable manner (e.g. in printed and electronic invitations to events where the Film Medium will be used under this Agreement, in programme brochures, on posters, etc.) that the Film Medium is part of the NFA's collections whenever the Film Medium is used under this Agreement. The preceding sentence does not entitle the Purchaser to use the trademarks or other intellectual property of the NFA except for the name "Národní filmový archiv", unless the Parties agree otherwise.

7.8 The remuneration for the provision of the Film Media is already part of the total remuneration under Article VI. This is without prejudice to the provisions of Article V, paragraph 5.9 of these OP.

7.9 The Purchaser shall take appropriate due care of the Film Media and take all necessary measures to protect them from damage, destruction or loss. In the event of demonstrable damage, destruction or loss of the Film Medium, the Purchaser shall in particular reimburse the NFA for all demonstrably incurred costs for repair or for the acquisition of a new copy corresponding to the Film Medium and shall also reimburse the financial loss caused by lost profits during the period when the Film Medium could not be properly used (e.g. a given film print
could not be used in film distribution), unless the parties agree otherwise.

8.1 These terms and conditions are displayed on the NFA.cz website and thus enable their archiving and reproduction by the Purchaser. The Terms and Conditions are valid to the extent and in the wording that is displayed on the NFA website on the date of the Purchaser's order. By sending the order, the Purchaser confirms that he/she has read these Terms and Conditions and that he/she agrees to them. The Purchaser shall be notified of these terms and conditions sufficiently in advance of the actual execution of the order and shall have the opportunity to familiarise himself with them.

8.2 This version of the Terms and Conditions is valid from 1 May 2022.