Introduction
These Terms and Conditions set out the terms on which CopyGhana grants a Business Licence to an organisation to reproduce, copy, scan, print and use or share permitted extracts from copyright-protected material.
The Licence applies only to material and uses covered by the Licence.
The Licence does not transfer ownership of copyright or any other intellectual property right to the Licensee.
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Terms and Conditions:
“Authorised Persons” means employees, workers, consultants and other personnel engaged by the Licensee who are authorised by the Licensee to make or receive Licensed Copies in accordance with this Licence.
“Business Licence” or “Licence” means the licence granted by CopyGhana to the Licensee under these Terms and Conditions.
“Commencement Date” means the date on which the Licence takes effect as stated in the approved application or Licence confirmation issued by CopyGhana.
“CopyGhana” means CopyGhana, the organisation administering this Business Licence.
“Digital Copies” means electronic copies of Licensed Material made in accordance with this Licence.
“Excluded Material” means works, publications, categories of works or other material excluded from the CopyGhana repertoire or from the scope of this Licence.
“Fee” means the annual Licence Fee payable by the Licensee in accordance with the applicable CopyGhana Business Rates.
“Licensed Copies” means Paper Copies and Digital Copies made in accordance with this Licence.
“Licensed Material” means copyright-protected material within the repertoire or rights administered by CopyGhana and covered by this Licence, subject to applicable exclusions and limitations.
“Licensee” means the organisation named in the approved Licence application and, where expressly stated in the Licence, any branch or related entity covered by the Licence.
“Paper Copies” means photocopies or printed copies of Licensed Material made in accordance with this Licence.
“Repertoire” means works and publications for which CopyGhana has the necessary rights, mandates, agreements or other authority to grant permissions under this Licence.
1.2 Interpretation
Unless the context requires otherwise:
a. words in the singular include the plural and words in the plural include the singular;
b. references to a person include an individual, company, organisation or other legal entity;
c. references to writing include electronic communication; and
d. references to this Licence include the approved Application Form, these Terms and Conditions and any applicable Licence confirmation or schedule issued by CopyGhana.
2 GRANT OF LICENCE
2.1 Subject to payment of the applicable Fee and compliance with these Terms and Conditions, CopyGhana grants the Licensee a non-exclusive, non-transferable licence to make and use Licensed Copies of Licensed Material for the permitted purposes set out in this Licence.
2.2 The Licence permits Authorised Persons to:
a. photocopy Licensed Material;
b. scan Licensed Material;
c. print permitted Digital Copies;
d. make permitted Digital Copies; and
e. use and share Licensed Copies for authorised internal business purposes.
2.3 The Licence applies only to the extent that CopyGhana has the relevant rights or authority to license the Licensed Material.
2.4 The Licence does not:
a. transfer ownership of copyright or any other intellectual property right;
b. permit unrestricted copying of copyright-protected material;
c. authorise uses outside the scope of the Licence;
d. authorise copying of Excluded Material; or
e. replace any permission that must separately be obtained from a copyright owner or other rightsholder.
2.5 The Licensee is responsible for ensuring that Licensed Copies are made and used only in accordance with this Licence.
3 PAYMENT AND TERM
3.1 Licence Fee
The Licensee shall pay the annual Fee applicable to its employee or covered-personnel category in accordance with the CopyGhana Business Rates applicable to the relevant Licence period.
3.2 Payment
The Fee shall be paid in accordance with the invoice and payment terms issued by CopyGhana.
3.3 Licence Period
Unless otherwise stated in the Licence confirmation, the Licence shall operate for one year from the Commencement Date.
3.4 Renewal
The Licence may be renewed for subsequent Licence periods subject to:
a. payment of the applicable renewal Fee;
b. compliance with these Terms and Conditions; and
c. any revised rates or terms applicable to the new Licence period.
3.5 Changes in Employee Numbers
The Licensee shall notify CopyGhana of any material change in the number of employees or covered personnel on which the applicable Fee is based.
Where the change affects the applicable Fee band, CopyGhana may review the Fee in accordance with the applicable Business Rates.
3.6 Unless otherwise agreed in writing by CopyGhana, payment of the annual Fee does not entitle the Licensee to a refund where the Licence is not fully used during the Licence period.
4 CONDITIONS APPLYING TO CREATION AND USE OF LICENSED COPIES
4.1 Licensed Copies may be made only by or for Authorised Persons and only for purposes permitted under this Licence.
4.2 Licensed Copies may be used for legitimate internal business purposes, including:
a. internal meetings and briefings;
b. internal research and reference;
c. research and development;
d. staff training and professional development;
e. internal reports and presentations; and
f. other internal business purposes permitted under the Licence.
4.3 Unless expressly permitted by CopyGhana or the relevant rightsholder, the Licensee shall not:
a. reproduce an entire book, journal, magazine, newspaper or other complete publication;
b. reproduce or distribute Licensed Copies for sale or other commercial redistribution;
c. provide Licensed Copies to members of the public;
d. provide Licensed Copies to customers, clients or other external persons for their independent use;
e. use Licensed Copies as a substitute for purchasing an original publication or obtaining an authorised subscription;
f. remove or alter copyright notices, attribution or other rights-management information; or
g. make copies for purposes outside the scope of this Licence.
4.4 The Licensee shall retain copyright notices and other rights information appearing on the original material where reasonably practicable.
4.5 Copying Limits
The quantity or proportion of a work that may be copied under this Licence shall be subject to the copying limits specified by CopyGhana for the relevant Licence.
Where a proposed use falls outside the applicable copying limits, the Licensee shall seek permission from CopyGhana or the relevant rightsholder before making the copy.
5 CONDITIONS APPLYING TO DIGITAL COPIES
5.1 Digital Copies may be made only where the material and proposed use fall within the scope of this Licence.
5.2 Digital Copies may be made available to Authorised Persons through the Licensee's internal systems, including:
a. internal email;
b. secure shared drives;
c. intranets;
d. internal learning or training platforms; and
e. other secure internal systems controlled by the Licensee.
5.3 The Licensee shall take reasonable measures to prevent Digital Copies from being accessed by unauthorised persons.
5.4 The Licensee shall not upload or otherwise make Licensed Material publicly available on:
a. publicly accessible websites;
b. public social media platforms;
c. publicly accessible file-sharing services; or
d. other platforms where access is not restricted to Authorised Persons,
unless such use is expressly permitted under the Licence or by the relevant rightsholder.
5.5 The Licensee shall not materially alter, adapt or transform Digital Copies unless permitted by law or expressly authorised by the relevant rightsholder.
5.6 The Licensee shall not use the Licence to circumvent technological protection measures or other access restrictions applied by a rightsholder.
6 STORAGE AND DELETION OF DIGITAL COPIES
6.1 Digital Copies shall be stored only on systems controlled or authorised by the Licensee and in a manner reasonably designed to prevent unauthorised access or distribution.
6.2 The Licensee shall take reasonable steps to prevent Authorised Persons from further distributing Digital Copies outside the scope of this Licence.
6.3 Where a Digital Copy is no longer required for a permitted internal business purpose, the Licensee should delete or securely dispose of the copy where reasonably practicable.
6.4 Upon expiry or termination of the Licence, the Licensee shall cease making new Licensed Copies and shall comply with any reasonable directions issued by CopyGhana concerning the continued retention or deletion of Licensed Copies.
7 OTHER OBLIGATIONS
7.1 The Licensee shall ensure that Authorised Persons are made aware of the requirements of this Licence.
7.2 The Licensee shall take reasonable steps to prevent unauthorised copying, distribution or use of Licensed Material.
7.3 The Licensee shall promptly notify CopyGhana of any suspected material misuse of the Licence or significant breach of these Terms and Conditions.
7.4 The Licensee shall provide CopyGhana with information reasonably required for the administration of the Licence and, where applicable, the identification and distribution of royalties to rightsholders.
7.5 Nothing in this Licence requires the Licensee to obtain permission from CopyGhana where the proposed use is independently permitted under applicable copyright law.
8 ACCESSIBLE FORMAT COPIES
8.1 Where permitted by applicable law and within the rights administered by CopyGhana, the Licensee may make an accessible format copy of Licensed Material for an Authorised Person who requires such a format.
8.2 Any accessible format copy made under this Licence shall be used only for the permitted purpose and shall not be distributed to persons who are not entitled to receive it.
8.3 CopyGhana may issue additional guidance concerning accessible format copying where necessary.
9 EXCLUDED MATERIAL AND USES
9.1 The Licence does not cover Excluded Material.
9.2 CopyGhana may identify particular works, publications, categories of material or uses that are outside the scope of the Licence.
9.3 Where the Licensee wishes to reproduce material outside the CopyGhana Repertoire or otherwise excluded from the Licence, the Licensee must obtain permission from the relevant copyright owner, publisher, licensing body or other authorised person.
9.4 The absence of a work from the CopyGhana Repertoire does not mean that the work is free of copyright.
10 BREACH, SUSPENSION AND TERMINATION
10.1 A material breach of these Terms and Conditions may result in suspension or termination of the Licence.
10.2 Where reasonably practicable, CopyGhana shall notify the Licensee of a breach and provide a reasonable opportunity to remedy the breach before terminating the Licence.
10.3 CopyGhana may suspend the Licence where necessary to prevent continuing unauthorised copying or other serious misuse pending investigation or resolution.
10.4 The Licence may be terminated:
a. upon expiry where it is not renewed;
b. by either party in accordance with any termination provision stated in the Licence;
c. by CopyGhana where the Licensee commits a material breach and fails to remedy it within the period specified in a written notice; or
d. where continued operation of the Licence would no longer be legally or practically possible.
10.5 Upon expiry or termination, the Licensee shall:
a. cease making new Licensed Copies;
b. cease using the Licence to reproduce or distribute Licensed Material; and
c. comply with applicable requirements concerning the retention or deletion of Licensed Copies.
10.6 Termination or expiry does not affect rights or obligations that accrued before the date of termination or expiry.
11 DATA COLLECTION AND USE
11.1 CopyGhana may collect and process information reasonably required to:
a. administer and manage the Licence;
b. verify the Licensee's eligibility and compliance;
c. administer fees and payments;
d. undertake licensing and usage analysis; and
e. support the distribution of royalties to relevant rightsholders.
11.2 CopyGhana shall process personal information in accordance with applicable Ghanaian data protection law and its applicable privacy policies.
11.3 The Licensee shall provide accurate information reasonably required for the administration of the Licence.
12 GENERAL
12.1 Notices
Any notice required under these Terms and Conditions shall be given in writing, including by email, to the contact details provided in the Application Form or subsequently notified by either party.
12.2 Assignment
The Licensee may not transfer or assign the Licence to another legal entity without the prior written approval of CopyGhana.
12.3 Changes to the Licence
Any amendment to the Licence or these Terms and Conditions shall be made in writing by CopyGhana and communicated to the Licensee in accordance with applicable licensing procedures.
12.4 No Transfer of Copyright
Nothing in this Licence transfers ownership of copyright or any other intellectual property right in Licensed Material to the Licensee.
12.5 Relationship with Copyright Law
Nothing in these Terms and Conditions is intended to restrict any right or exception available to the Licensee under applicable copyright law.
12.6 Entire Agreement
The approved Application Form, Licence confirmation and these Terms and Conditions constitute the agreement governing the Licence.
12.7 Governing Law
This Licence shall be governed by the laws of the Republic of Ghana.
12.8 Dispute Resolution
The parties shall seek to resolve any dispute arising from the Licence through good-faith discussions.
Where a dispute cannot be resolved through such discussions, it shall be subject to the jurisdiction of the courts of the Republic of Ghana.
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