General Terms and Conditions for Affiliation with STIM
For Föreningen Svenska Tonsättares Internationella Musikbyrå (STIM) u.p.a. Adopted at the annual general meeting of the association held on 29 May 2017, effective from 1 October 2017.
These General Terms and Conditions are legally binding between the Affiliate and Föreningen Svenska Tonsättares Internationella Musikbyrå (STIM) u.p.a., Corporate Identity Number 702002-3524, ("STIM") and govern the terms applicable for affiliation with STIM. Rights Holders wishing to become an Affiliate must review and approve these General Terms and Conditions in order to complete the affiliation process. The affiliation form and the General Terms and Conditions, as applicable on any given date, together constitute the Contract between the Affiliate and STIM.
These General Terms and Conditions supersede previous contracts for affiliation and membership for all Affiliates and members of STIM.
1. Who can become affiliated with STIM?
1.1 A natural person who has created a musical work with or without text ("Music"), referred to hereinafter as the "Music Creator", with the right to control the Music in terms of reproducing copies and making the work available to the public ("Economic Rights") under the Law on Copyright in Literary and Artistic Works (1960:729), "URL", and who has had a minimum of one work made public or recorded, or who has entered into a publishing agreement, is entitled to become affiliated with STIM by means of assigning STIM with a management assignment.
1.2 A music publisher or other legal entity/natural person holding the Economic Rights to Music, or entitled to a portion of the rights revenues deriving from the utilisation of Music, is entitled to become affiliated with STIM by means of assigning STIM with a management assignment.
1.3 Music Creators and music publishers or other legal entities/natural persons referred to hereinafter are collectively designated as "Rights Holders".
1.4 Affiliation with STIM is entered into in the manner described in paragraph 2.
1.5 STIM reserves the right to refuse affiliation with good cause, such as, for example, that STIM does not represent a certain category of Rights Holder or if the request for administration falls outside of STIM's management assignment as applicable on any given date.
2.1 In order to become a STIM affiliate, the Rights Holder is required to complete the form for affiliation ("Affiliation Form") and accept these General Terms and Conditions.
2.2 When applying for affiliation with STIM, the Rights Holder is required to select the scope of the management assignment from the options listed in the Affiliation Form. An assigned management assignment can be expanded or reduced during the term of this Contract.
2.3 After the Rights Holder has completed the steps described in articles 2.1 and 2.2 and has received conformation of their affiliation, as well as log in details for the My Pages section of the website, the Rights Holder becomes affiliated with STIM ("Affiliate"). In the event that the Rights Holder has not received confirmation of their affiliation within 14 days, or if the scope of the management assignment confirmed deviates from the scope selected in the Affiliation Form, the Rights Holder should contact STIM's service department at the earliest opportunity. To clarify, it should be noted that the Rights Holder is not considered affiliated with STIM until the entire process described in articles 2.1 and 2.2 has been completed and STIM has confirmed the affiliation.
2.4 For Music Creators under 18 years of age, a guardian's consent is required.
2.5 STIM reserves the right to charge a reasonable affiliation fee and a reasonable annual administrative fee. The fees applicable at any given time are determined by STIM's Board. Information regarding such fees is published on STIM.se or by other means deemed appropriate by STIM at any given time.
3. Assignment of Economic Rights to STIM
3.1 Rights Holders with the sole right to Music under the URL (Copyright Act) are required to transfer this right to STIM in order to enable STIM to collectively manage the Music.
3.2 Through this Contract, the Affiliate assigns to STIM, exclusively and at no charge, to the scope selected by the Affiliate according to article 2.2, the rights to both existing and future Music created/published by the Affiliate and for which the Affiliate holds, or will hold, the Economic Rights ("Licence"). This entails that, for the duration of this Contract, the Affiliate is not entitled to otherwise assign or transfer the Economic Rights covered by this Contract.
3.3 Under the terms of this Contract, the Affiliate is considered the licenser and STIM the licensee.
3.4 The Licence gives STIM the right to control the Music through the management assignment according to the description provided in paragraph 4.
3.5 The Rights Holder guarantees that the Economic Rights to the Music covered by the Licence have not been assigned or transferred to any third party.
3.6 In the event that the Affiliate wishes to amend the content of the Licence by means of assigning or transferring the rights to the Music to a music publisher or other legal entity/natural person that is affiliated with STIM, or with a sister societies or organisation with which STIM has entered into a representation agreement, approval must first be granted by STIM. The effects of such approval shall not, under any circumstances, enter into force before the stated shares in the work have been registered in STIM's works database.
3.7 Regardless of the content of the Licence provided to STIM, the Affiliate retains the parallel right to independently authorise non-commercial utilisation as described in paragraph 16.
3.8 The Music Creator always retains the right to determine where, when and in what context a work is utilised for the first instance (first performance right). The Licence provided to STIM does not cover such works for which the Music Creator is yet to exercise their first performance right.
3.9 The Licence does not cover musical drama works. STIM can, however, if separately authorised from case to case, and where possible under the policies and guidelines applying to STIM at any given time, manage the granting of permissions for dramatico-musical works. In the event that a Rights Holder wishes for STIM to manage the granting of permissions for musical drama works, said Rights Holder can submit the relevant request to STIM's service department.
3.10 Regardless of the content of the Licence provided to STIM, the Affiliate's rights according to Section 3 of the URL (moral rights) are retained at all times by the Affiliate.
4. Content of the management assignment
4.1 STIM's management assignment comprises the collective administration of the Economic Rights licensed to STIM according to article 3.2.
4.2 As a part of this collective administration, STIM grants permission to music users (a licence) to utilise Music. Licensing to music users takes place in accordance with the licensing policy and tariff policy applicable within STIM at any given time. STIM shall, on behalf of its Affiliates, collect, distribute and pay remuneration for the licenses granted to STIM according to article 4.1. These activities are fulfilled by STIM independently, through sub-licensing to a separate legal entity, through representation agreements with sister societies around the globe or by other means deemed appropriate by STIM at any given time.
4.3 Remuneration is calculated and distributed to STIM's affiliates persuant to STIM's statutes and regulations concerning the division of royalty shares as applicable at any given time.
4.4 Allocation of royalties and payment takes place on an ongoing basis throughout the calendar year, on the settlement dates applied by STIM at any given time. In order for payment to be completed, the Affiliate is required to provide STIM with the personal data and contact details required by STIM at any given time, to accurately and completely report their works and to ensure that this information is kept up to date in accordance with the stipulations presented in article 9.2.
4.5 In the event that an Affiliate does not hold the Economic Rights and, instead, holds only the right to a share of the rights revenues deriving from the utilisation of Music, STIM's management assignment is limited solely to the distribution and payment of remuneration.
4.6 In the event that a STIM Affiliate has submitted a written directive that payments are to be made to a party other than the Affiliate, STIM's payment of remuneration according to the payment directive discharges STIM from liability for the paid funds.
4.7 In the event of a dispute regarding the rights to a work, STIM reserves the right, but bears no obligation, to hold the earned and future remuneration attributable to the work, in full or in part, in escrow in accordance with the double claim policy applicable within STIM at any given time. STIM is entitled to disregard a dispute if and when a Rights Holder does not fulfil its commitments within the required time frame as stipulated in the double claim policy applicable within STIM at any given time.
4.8 STIM shall exercise due diligence to fulfil its commitments under this Contract.
5. Reduction of management assignment
5.1 An affiliate may limit the scope of the assignment by withdrawing the management of their entire music repertoire within one or more categories of music usage ( rights categories) from the assignment. It is not possible to withdraw the mangement of individual works from the assignment.
5.2 A reduction of the management assignment must be made in writing. STIM reserves the right to refuse a requested reduction of the management assignment if such reduction entails that STIM can no longer safeguard the interests of the collective and fulfil its management assignment in other respects.
5.3 With regard to a reduction of the management assignment, STIM applies a period of notice as stipulated in these General Terms and Conditions.
6. Expansion of existing management assignment
6.1 An Affiliate can, at any time, apply to STIM to expand an existing management assignment through the addition of one or more rights categories or territories to the management assignment.
6.2 An expansion of the management assignment must be made in writing to STIM.
7. Deduction of rights revenues
7.1 STIM is entitled to make deductions from rights revenues and income from investments of such rights revenues. Such deductions shall be based on material grounds and may be made to cover, for example, administrative fees or to pay for services provided for social or cultural schemes or for training purposes. The general principles for deductions are presented in STIM's statutes and/or other guidelines and policies applicable within STIM at any given time.
8. Infringement or violation of work
8.1 In the event of an infringement of the Economic Rights STIM has been assigned to manage, STIM is entitled, independently and without the approval of the Affiliate, to take the legal measures at its disposal and which STIM deems necessary. STIM is not, however, obliged to take such legal measures.
8.2 An Affiliate may, if so requested by STIM, provide STIM with access to the information and documentation deemed necessary by STIM to take the legal measures referred to in article 8.1.
8.3 In the event that the Contract between STIM and the Affiliate is terminated, or the management assignment is reduced during the time that a legal measure as referred to in article 8.1 is ongoing, the Affiliate remains obliged to assist STIM in the manner referred to in article 8.2, for as long as the legal measure as referred to in article 8.1 is ongoing.
8.4 The management assignment does not include the management of the Affiliate's moral rights as referred to in article 3.10. Consequently, STIM does not deal with violations of moral rights. This entails that STIM bears no obligation to act in the event that the copyright holder has not been designated to the extent required under the URL or when a work has been amended in a manner prejudicial to the copyright holder's literary or artistic reputation or distinctive character, or when a work has been made available to the public in such a form or context that is prejudicial to the copyright holder.
9. The Affiliate's obligations
9.1 The Affiliate is aware that STIM, as a collective management organisation, represents a large number of Rights Holders and manages rights for the shared benefit of the Rights Holders. This implies that STIM's time and resources must be used in the manner which STIM, at any given time, deems best serves the entire collective.
9.2 An Affiliate shall cooperate with STIM and commits to:
- provide STIM with the information regarding themselves and their works which STIM requires, at any given time, to administer the affiliation and its operations;
- comply with these General Terms and Conditions, STIM's statutes, STIM's distribution rules and other terms and policies adopted by the annual general meeting of the association and/or the Board, as applicable on any given date;
- ensure that their personal data and contact information is up to date on My Pages or in any other manner offered by STIM at any given time;
- ensure that information in notifications of works is correct and up to date, with the Personal Identity Number/IPI number of all Music Creators involved in the work in the manner offered by STIM at any given time;
- refrain from entering into agreements which entail a breach of this Contract or STIM's statutes, distribution rules and other terms and policies adopted by the annual general meeting of the association and/or the Board; and to
- refrain from engaging in activities which may result in damage to STIM, STIM's operations or interests (including but not limited to providing false or misleading information regarding a work or otherwise failing to cooperate with STIM's personnel).
10. My Pages
10.1 An Affiliate is responsible for all acts undertaken using the Affiliate's user account on My Pages. In the event that an Affiliate's user name or password disappear or are stolen, or the Affiliate has reason to believe that a user has gained unauthorised access to the user account, the Affiliate should immediately change their password and notify STIM.
10.2 STIM shall take all reasonable measures to ensure the operation of My Pages, and the service is normally available 24 hours a day, seven days a week. However, technical difficulties, maintenance, security updates, improvements or similar measures, as well as circumstances beyond STIM's control, may entail that the functionality of My Pages is, at any given time, unsatisfactory, or that the service is entirely or partially inaccessible.
10.3 STIM strives to continuously improve My Pages and reserves the right to update and/or change My Pages, at any given time, without prior notice.
11. Personal data
11.1 STIM's processing of Affiliates' personal data complies with applicable law at any given time, as well as STIM's privacy protection policy as applicable at any given time. STIM's privacy protection policy can be found at STIM.se.
12. Duration of the Contract
12.1 Affiliation with STIM is valid from the date on which the Affiliate completes the affiliation process referred to in article 2.3 until further notice.
12.2 The Contract can be terminated by either STIM or the Affiliate following a period of notice of six months. STIM also applies an equivalent period of notice of six months in the case of reduction of the management assignment.
12.3 Each party is entitled to terminate the Contract with immediate effect in the event that the other party is guilty of gross negligence of its obligations under the Contract.
12.4 In the event that an Affiliate which is a legal entity is declared bankrupt or enters into liquidation, STIM reserves the right to terminate the Contract with immediate effect.
12.5 Notification of termination must be provided in writing for such termination to be valid.
12.6 In the event of the death of an affiliated Music Creator during the Contract's duration, his or her rights and liabilities under the Contract are transferred to the beneficiary of the estate through inheritance, division or testament.
13. Effects of the reduction or termination of a management assignment
13.1 In the event that a management assignment is reduced or if the management assignment and Contract are terminated in their entirety, STIM shall collect, calculate and pay remuneration for the utilisation of works up to the expiry of the notice period.
13.2 In the event that a management assignment is terminated with immediate effect under the circumstances stated in articles 12.3 or 12.4, STIM reserves the right to immediately cease collecting remuneration on behalf of the Affiliate.
13.3 For remuneration attributable to the settlement period prior to the termination of the Contract, STIM will calculate and pay remuneration until such time as no remuneration remains payable to the Affiliate. To clarify, it should be noted that STIM requires access to up to date information as described in article 9.2 in order to fulfil the final payment.
13.4 Termination of a management assignment in its entirety entails that an Affiliate's membership in STIM is automatically revoked.
14.1 In the event that an Affiliate has terminated their management assignment with STIM and, at a later date, would like to re-affiliate with STIM, the applicant shall be treated in the same manner as a new applicant. This implies that, if the applicant during their previous affiliation with STIM fulfilled the terms and conditions of membership as stipulated in paragraph 17, these terms and conditions must also be fulfilled in conjunction with the new application for the applicant to be granted membership.
15.1 An affiliate who believes that STIM has failed to exercise due diligence persuant to this Contract and who would like to lodge a claim against STIM may do so via a complaint. Complaints shall be directed to STIM's service department in the manner described in the routine for complaints applicable at any given time. A complaint shall be made without unnecessary delay from the point in time at which the matter was discovered or should have been discovered, and no later than two years from the point in time at which the matter should have been discovered. In the event that no complaint is made during this two-year period, the Affiliate's claim is invalidated.
15.2 In the event that an Affiliate considers a royalty payment to be missing or erroneous, the Affiliate can lodge a complaint via My Pages. A complaint shall be made without unnecessary delay and within three years from the date on which the settlement statement has been provided to the Affiliate, in the manner designated in the routines and policies applicable at any given time, which can be found at STIM.se. In the event that no complaint is made during this three-year period, the Affiliate's claim is invalidated.
16. Direct licensing of non-commercial music usage
16.1 An Affiliate who has assigned STIM with a management assignment is entitled, parallel to the rights granted to STIM, to grant permission for the utilisation of works covered by the management assignment, on the condition that such utilisation is not intended for commercial purposes. This refers to utilisation which is not associated with commercial interests and does not involve, and will not involve, economic compensation.
16.2 STIM retains the right to determine, at any given time and in accordance with applicable law, the meaning of the phrase "not intended for commercial purposes". The currently applicable terms and information on how to apply for independent licensing can be found at STIM.se.
17. Voting Members of STIM
17.1 An Affiliate fulfilling the terms and conditions for becoming a voting member presented in STIM's statutes is entitled to apply to become a voting member in STIM. Such applications are to be made in the manner stated by STIM at any given time.
17.2 An Affiliate becoming a voting member of STIM remains bound by the terms of this Contract.
18. Amendments to the Contract
18.1 STIM may, at any given time, make amendments to the content of the Contract. Such amendments are communicated via STIM.se, via My Pages or by other means deemed appropriate by STIM.
18.2 In the event that an Affiliate fails to terminate the management assignment within one month of STIM announcing such amendments as referred to in article 18.1, STIM will understand this to imply that the Affiliate approves the announced amendment. In the event that an Affiliate terminates the management assignment on the basis of an amendment as described in article 18.1, within the time frame specified above, STIM applies a period of notice of one month.
19. Other changes
19.1 STIM may, at any given time, make changes to the manner in which the operations are conducted or the content of the management assignment. In addition, STIM may be required to make changes to the operations or the content of the management assignment on the basis of legislative demands.
20. Limitation of liability
20.1 STIM accepts no liability for flaws or deficiencies in the management assignment arising from the Affiliate failing to fulfil their obligations under this Contract, or from the Affiliate causing the flaw or deficiency by other means.
20.2 With the exception of the stipulations of article 15.2, STIM cannot be held liable for damages arising from failure to fulfil the terms of this Contract for a period of longer than one year from the termination date of the Contract.
20.3 STIM's liability under this Contract is limited, on an annual basis, to the total annual royalty payment received by the Affiliate during the calendar year preceding the damages. STIM's total liability under the Contract is limited to the lower of i) the average of the total annual settlement received by the Affiliate from STIM during the most recent five-year period or, in the event that the Affiliate has not been affiliated for this period of time, the average annual settlement received during those years that the Affiliate has been affiliated and ii) SEK 5 million. This limitation of liability does not apply in cases where STIM is guilty of gross negligence.
20.4 STIM is, under no circumstances, liable for indirect damages (including but not limited to losses arising from the reduction or loss of production or turnover, missing profits, goodwill, loss of data, loss of transmission/performance opportunities or concerts, or similar losses which are difficult to predict) or for damages arising as a consequence of such indirect damages.
21.1 In addition to the stipulations of article 4.2, STIM reserves the right to transfer its rights and liabilities under this Contract, as well as parts or the whole of its practical operations, to a third party, if STIM deems that such a transfer is appropriate or necessary for reasons of cost or efficiency.
21.2 An Affiliate's affiliation, as well as all rights and liabilities under this Contract, are non-transferable, other than in the circumstances described in article 12.6.
22. Applicable law
22.1 The laws of Sweden are applicable to this Contract.
23.1 An Affiliate is always entitled to refer a dispute with STIM to the General courts, with the District Court in Stockholm serving as the court of first instance.