Composer/Author Membership Application (2023)

1PART A

2PART B

3PART C

4PART D

5PART E

Online Member Application

Please note that there is a R100 fee payable to SAMRO when applying for Membership.
Part A – Personal Details

1. PERSONAL DETAILS
Title*
Name*
First name* Middle name Surname*
A.K.A / Pseudonym

Stage name (example: DJ xxx) NB! No special characters allowed (e.g * , “ : < = >).
Identification Type*
- South African ID
- Passport
ID Number*
Passport Number*
End date*
YYYY dash MM dash DD
Date of Birth
Year*
Month*
Day*
Country of Birth*
Nationality*
Gender*
- Male
- Female
Physical Address
Country / Region*
Physical Address*
Physical Address Line 1
Address Line 2
Physical Address Line 2
Suburb*
Suburb
City / Town*
Postal / Zip Code*
Postal Address
Postal Address*
Postal Address Line 1
Postal Adress Line 2
Postal Address Line 2
Suburb*
City/Town*
Postcode*
Postal Address - Country / Region*
Contact Numbers
Home*
Work*
Cell / Mobile*
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Fax
Email Address*
Enter Email Confirm Email
2. CONTACTS / NEXT OF KIN
Contact Person Title*
Contact Person Relationship*
Contact Person Name*
First name Middle name Surname
Contact Person Telephone Number*
Contact Person Email Address
Enter Email Confirm Email
Contact / Next of Kin 2
- Add another contact
CONTACT PERSON 2 DETAILS
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Contact Person 2 - Contact Description
Contact Person 2 Title*
Contact Person 2 Relationship*
Contact Person 2 Name*
First name Middle name Surname
Contact Person 2 Telephone Number*
Contact Person 2 Email Address
Enter Email Confirm Email
Contact / Next of Kin 3
- Add another contact
CONTACT PERSON 3 DETAILS
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Contact Person 3 - Contact Description
Contact Person 3 Title*
Contact Person 3 Relationship*
Contact Person 3 Name*
First name Middle name Surname
Contact Person 3 Telephone Number*
Contact Person 3 Email Address
Enter Email Confirm Email
Contact / Next of Kin 4
- Add another contact
CONTACT PERSON 4 DETAILS
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Contact Person 4 - Contact Description
Contact Person 4 Title*
Contact Person 4 Relationship*
Contact Person 4 Name*
First name Middle name Surname
Contact Person 4 Telephone Number*
Contact Person 4 Email Address
Enter Email Confirm Email
Contact / Next of Kin 5
- Add another contact
CONTACT PERSON 5 DETAILS
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Contact Person 5 - Contact Description
Contact Person 5 Title*
Contact Person 5 Relationship*
Contact Person 5 Name*
First name Middle name Surname
Contact Person 5 Telephone Number*
Contact Person 5 Email Address
Enter Email Confirm Email
Contact / Next of Kin 6
- Add another contact
CONTACT PERSON 6 DETAILS
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Contact Person 6 - Contact Description
Contact Person 6 Title*
Contact Person 6 Relationship*
Contact Person 6 Name*
First name Middle name Surname
Contact Person 6 Telephone Number*
Contact Person 6 Email Address
Enter Email Confirm Email
Contact / Next of Kin 7
- Add another contact
CONTACT PERSON 7 DETAILS
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Contact Person 7 - Contact Description
Contact Person 7 Title*
Contact Person 7 Relationship*
Contact Person 7 Name*
First name Middle name Surname
Contact Person 7 Telephone Number*
Contact Person 7 Email Address
Enter Email Confirm Email
Contact / Next of Kin 8
- Add another contact
CONTACT PERSON 8 DETAILS
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Contact Person 8 - Contact Description
Contact Person 8 Title*
Contact Person 8 Relationship*
Contact Person 8 Name*
First name Middle name Surname
Contact Person 8 Telephone Number*
Contact Person 8 Email Address
Enter Email Confirm Email
Contact / Next of Kin 9
- Add another contact
CONTACT PERSON 9 DETAILS
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Contact Person 9 - Contact Description
Contact Person 9 Relationship*
Contact Person 9 Title*
Contact Person 9 Name*
First name Middle name Surname
Contact Person 9 Telephone Number*
Contact Person 9 Email Address
Enter Email Confirm Email
Contact / Next of Kin 10
- Add another contact
CONTACT PERSON 10 DETAILS
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Contact Person 10 - Contact Description
Contact Person 10 Relationship*
Contact Person 10 Title*
Contact Person 10 Name*
First name Middle name Surname
Contact Person 10 Telephone Number*
Contact Person 10 Email Address
Enter Email Confirm Email
DECLARATION
Declaration*
I hereby apply to be admitted as a member of SAMRO in terms of its Memorandum of Incorporation (“the MOI”). If admitted, I agree to abide by the applicable terms of the MOI as amended from time to time; SAMRO’s Policies, Rules and Regulations as well as written Terms and Conditions. I also hereby declare that I am not a member of any Performing Rights organisation or society in any other country, or SAMRO Territory and that the details contained in this Application Form are true and correct.*
Applicant’s Signature*
(The form must be signed by your parent / guardian if you are under 18 years of age).
Signed on*
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Deeds Signature Date
YYYY dash MM dash DD

Part C – Deed of Copyright Assignment

OPERATIVE IN ALL PARTS OF THE WORLD

BY THIS DEED OF ASSIGNMENT MADE
On this day of*
BETWEEN
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Name(s) and Surname (as per ID or Passport) of Applicant/Member
(hereinafter referred to as the ASSIGNOR)
Name(s) and Surname (as per ID or Passport) of Applicant/Member*
First Middle Last
(hereinafter referred to as the ASSIGNOR)
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Identification Type (Assignor)
- South African ID
- Passport
ID Number*
Passport Number*
End date*
YYYY dash MM dash DD
AND

the SOUTHERN AFRICAN MUSIC RIGHTS ORGANISATION

with its registered office at SAMRO Place,
20 De Korte Street, Braamfontein, Johannesburg.
(hereinafter referred to as the ORGANISATION)
1 In this Deed: the word “ballet” shall mean a choreographic work having a story, plot or abstract idea, devised or used for the purpose of interpretation by dancing or miming, but shall not include country or folk dancing, nor tap dancing, nor precision dance sequences; the expression “cinematograph film” shall mean any fixation or storage by any means whatsoever on film or any other material of data, signals or a sequence of images capable, when used in conjunction with any other mechanical, electronic or other device, of being seen as a moving picture and of reproduction, and includes the sounds embodied in a soundtrack associated with the film; “communicating to the public the work”, by wire or wireless shall mean, including internet access and making available to the public of the work in such a way that members of the public may access such work from a place and at a time individually chosen by them, whether interactively or non-interactively; the expression “diffusion service” shall mean a telecommunication service of transmissions consisting of sounds, images, signs or signals, which takes place over wires or other paths provided by material substance and is intended for reception by specific members of the public; the expression “dramatico- musical work” shall mean an opera, operetta, musical play, revue, pantomime or sketch, in so far as it consists of words and music written expressly therefore, but shall not include a cinematograph film; the expression “film synchronisation right”, in respect of a musical work composed or written primarily for inclusion in the soundtrack of a specific cinematograph film or films, the production of which was contemplated at the time of the commissioning of the musical work, shall mean the right to reproduce such musical work, or authorise the reproduction thereof in all parts of the world on the soundtrack of a cinematograph film or films; and the expression “film synchronisation” shall have a corresponding meaning; the expression “musical work” shall mean any musical work whether now existing or hereafter composed and such words (if any) as are associated therewith, in respect of which copyright subsists, and shall include (without derogating from the generality of the said expression) any song, choral work, the vocal and instrumental music in any cinematograph film, the words or music of any monologue having a musical introduction or accompaniment, the musical accompaniment of any nonmusical play, and any part of any such work, words, music or accompaniment as aforesaid; the word “performance” shall mean, unless otherwise stated, any mode of acoustic presentation taking place in public, and also any acoustic presentation effected by means of broadcasting, the transmitting thereof to subscribers to a diffusion service, the exhibition of a cinematograph film, the use of an electronic or computing device, digital sound carrier, record or tape, or by any other means whatsoever, and references to the words “perform” and “performing” shall be construed accordingly; the expression “performing right” shall mean and include the right to perform musical works in all parts of the world, as well as the right to authorise such performances, provided that the said expression shall not include the right to perform or authorise the performance of the types of musical works as categorised below (unless the performance of the same is done by means of a cinematograph film) viz.: dramatico-musical works in their entirety; excerpts from dramatico-musical works consisting of a complete act; excerpts from dramatico-musical works which, not consisting of a complete act, have a total duration exceeding twenty (20) minutes when broadcast by television, or twenty-five (25) minutes when broadcast by radio or performed otherwise than by broadcasting, and excerpts which, although not consisting of a complete act and not exceeding the aforesaid durations, form a consecutive sequence which preserves all the essential elements of the original work and does not interrupt the dramatic action; and the music and any words associated therewith composed or used for a ballet, if accompanied by a visual representation of such ballet exceeding fifteen (15) minutes in total duration or 50 percent of the total length of the ballet. 2 (a) Subject to the provisions of clause 2(b) hereof, the ASSIGNOR hereby assigns, transfers and makes over to the ORGANISATION all Performing Rights (hereinafter referred to as the assigned rights) and all such parts or shares (whether limited as to time, place, mode of enjoyment or otherwise) of, and all such interests in the assigned rights which now belong to or shall hereafter be acquired by or be or become vested in the ASSIGNOR during the continuance of the ASSIGNOR’s membership of the ORGANISATION; Notwithstanding the date of this instrument, the assignment, transfer and making over of the assigned rights to the ORGANISATION in terms hereof shall come into full force and effect only on the date of the ASSIGNOR’s election to the membership of the ORGANISATION in accordance with the provisions of its Memorandum of Incorporation for the time being in force; and It is understood that the ORGANISATION shall hold the assigned rights for the purpose of empowering itself to exclusively exercise and enforce the said rights in its own name on the behalf of and for the benefit of the ASSIGNOR during the residue of the terms for which the said rights shall respectively subsist, or during such time as the said rights remain vested in or controlled by the ORGANISATION in accordance with the provisions of its Memorandum of Incorporation for the time being in force. 3. Subject to the provisions of clause 2(b) hereof, the ORGANISATION will from time to time pay to the ASSIGNOR, on election to membership, such sums of money out of the monies collected by the ORGANISATION in respect of the performance or other applicable exploitation of the musical works of its members as the ASSIGNOR shall be entitled to receive in accordance with the Rules of the ORGANISATION for the time being in force. 4 (a) The ASSIGNOR hereby warrants that, at the date of this deed of assignment, the ASSIGNOR is the owner of the assigned rights free from any encumbrance, and that the ASSIGNOR has not assigned, ceded, transferred or made over the assigned rights to any other party, and has full power to assign, transfer and make over the same to the ORGANISATION; The ASSIGNOR hereby undertakes to keep the ORGANISATION harmless and indemnified against all judgments, liability, damages, penalties, losses and expense (including legal fees) which the ORGANISATION may suffer or incur in respect of any claims made upon or against the ORGANISATION in respect of the exercise by the ORGANISATION of any of the assigned rights transferred or purported to be transferred in terms hereof; and The ASSIGNOR further undertakes, so long as the ASSIGNOR shall remain a member of the ORGANISATION, to do, execute and make all such acts, deeds, powers of attorney, assignments and assurances for the better or more satisfactory assigning or assuring to or vesting in the ORGANISATION or enabling the ORGANISATION to enforce the assigned rights or any part thereof, as the ORGANISATION may from time to time reasonably require. *
THE PARTIES AGREE AS FOLLOWS:
1 In this Deed:
1. the word “ballet” shall mean a choreographic work having a story, plot or abstract idea, devised or used for the purpose of interpretation by dancing or miming, but shall not include country or folk dancing, nor tap dancing, nor precision dance sequences;
2. the expression “cinematograph film” shall mean any fixation or storage by any means whatsoever on film or any other material of data, signals or a sequence of images capable, when used in conjunction with any other mechanical, electronic or other device, of being seen as a moving picture and of reproduction, and includes the sounds embodied in a soundtrack associated with the film;
3. “communicating to the public the work”, by wire or wireless shall mean, including internet access and making available to the public of the work in such a way that members of the public may access such work from a place and at a time individually chosen by them, whether interactively or non-interactively;
4. the expression “diffusion service” shall mean a telecommunication service of transmissions consisting of sounds, images, signs or signals, which takes place over wires or other paths provided by material substance and is intended for reception by specific members of the public;
5. the expression “dramatico- musical work” shall mean an opera, operetta, musical play, revue, pantomime or sketch, in so far as it consists of words and music written expressly therefore, but shall not include a cinematograph film;
6. the expression “film synchronisation right”, in respect of a musical work composed or written primarily for inclusion in the soundtrack of a specific cinematograph film or films, the production of which was contemplated at the time of the commissioning of the musical work, shall mean the right to reproduce such musical work, or authorise the reproduction thereof in all parts of the world on the soundtrack of a cinematograph film or films; and the expression “film synchronisation” shall have a corresponding meaning;
7. the expression “musical work” shall mean any musical work whether now existing or hereafter composed and such words (if any) as are associated therewith, in respect of which copyright subsists, and shall include (without derogating from the generality of the said expression) any song, choral work, the vocal and instrumental music in any cinematograph film, the words or music of any monologue having a musical introduction or accompaniment, the musical accompaniment of any nonmusical play, and any part of any such work, words, music or accompaniment as aforesaid;
8. the word “performance” shall mean, unless otherwise stated, any mode of acoustic presentation taking place in public, and also any acoustic presentation effected by means of broadcasting, the transmitting thereof to subscribers to a diffusion service, the exhibition of a cinematograph film, the use of an electronic or computing device, digital sound carrier, record or tape, or by any other means whatsoever, and references to the words “perform” and “performing” shall be construed accordingly;
9. the expression “performing right” shall mean and include the right to perform musical works in all parts of the world, as well as the right to authorise such performances, provided that the said expression shall not include the right to perform or authorise the performance of the types of musical works as categorised below (unless the performance of the same is done by means of a cinematograph film) viz.:
  1. dramatico-musical works in their entirety;
  2. excerpts from dramatico-musical works consisting of a complete act;
  3. excerpts from dramatico-musical works which, not consisting of a complete act, have a total duration exceeding twenty (20) minutes when broadcast by television, or twenty-five (25) minutes when broadcast by radio or performed otherwise than by broadcasting, and excerpts which, although not consisting of a complete act and not exceeding the aforesaid durations, form a consecutive sequence which preserves all the essential elements of the original work and does not interrupt the dramatic action; and
  4. the music and any words associated therewith composed or used for a ballet, if accompanied by a visual representation of such ballet exceeding fifteen (15) minutes in total duration or 50 percent of the total length of the ballet.
2 (a) Subject to the provisions of clause 2(b) hereof, the ASSIGNOR hereby assigns, transfers and makes over to the ORGANISATION all Performing Rights (hereinafter referred to as the assigned rights) and all such parts or shares
1. (whether limited as to time, place, mode of enjoyment or otherwise) of, and all such interests in the assigned rights which now belong to or shall hereafter be acquired by or be or become vested in the ASSIGNOR during the continuance of the ASSIGNOR’s membership of the ORGANISATION;
2. Notwithstanding the date of this instrument, the assignment, transfer and making over of the assigned rights to the ORGANISATION in terms hereof shall come into full force and effect only on the date of the ASSIGNOR’s election to the membership of the ORGANISATION in accordance with the provisions of its Memorandum of Incorporation for the time being in force; and
3. It is understood that the ORGANISATION shall hold the assigned rights for the purpose of empowering itself to exclusively exercise and enforce the said rights in its own name on the behalf of and for the benefit of the ASSIGNOR during the residue of the terms for which the said rights shall respectively subsist, or during such time as the said rights remain vested in or controlled by the ORGANISATION in accordance with the provisions of its Memorandum of Incorporation for the time being in force.
3. Subject to the provisions of clause 2(b) hereof, the ORGANISATION will from time to time pay to the ASSIGNOR, on election to membership, such sums of money out of the monies collected by the ORGANISATION in respect of the performance or other applicable exploitation of the musical works of its members as the ASSIGNOR shall be entitled to receive in accordance with the Rules of the ORGANISATION for the time being in force.
1. 4 (a) The ASSIGNOR hereby warrants that, at the date of this deed of assignment, the ASSIGNOR is the owner of the assigned rights free from any encumbrance, and that the ASSIGNOR has not assigned, ceded, transferred or made over the assigned rights to any other party, and has full power to assign, transfer and make over the same to the ORGANISATION;
2. The ASSIGNOR hereby undertakes to keep the ORGANISATION harmless and indemnified against all judgments, liability, damages, penalties, losses and expense (including legal fees) which the ORGANISATION may suffer or incur in respect of any claims made upon or against the ORGANISATION in respect of the exercise by the ORGANISATION of any of the assigned rights transferred or purported to be transferred in terms hereof; and
3. The ASSIGNOR further undertakes, so long as the ASSIGNOR shall remain a member of the ORGANISATION, to do, execute and make all such acts, deeds, powers of attorney, assignments and assurances for the better or more satisfactory assigning or assuring to or vesting in the ORGANISATION or enabling the ORGANISATION to enforce the assigned rights or any part thereof, as the ORGANISATION may from time to time reasonably require.
Signed by or on the behalf of the ASSIGNOR*
(The Deed of Assignment must be signed by your parent / guardian if you are under 18 years of age).

Part D – Membership Agreement (T’s and C’s)

1. MEMBERS DETAILS
Full Name of Natural Person*
Identity Number*
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Business Type
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VAT Registration Number
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Member Representative Name
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Designation
E-mail Address of Member*
Telephone Number of Member*
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Telephone Number of Member
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Website of Member
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Facsimile Number of Member
Physical Address of Member (chosen domicilium citandi et executandi)
Country / Region*
Physical Address*
Address Line 1
Physical Address Line 2*
Address Line 2
Suburb*
City / Town*
Postal / Zip Code*
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Physical Address of Member (chosen domicilium citandi et executandi)
Physical Address of SAMRO (chosen domicilium citandi et executandi)

SAMRO HOUSE, 20 De Korte Street,
Braamfontein, Johannesburg
2. INTRODUCTION
The Membership Agreement*
Please accept the terms of membership
2.1 The Membership Agreement consists of:

Parts A (Application for SAMRO Membership),

Part B (Member’s Notification of Works Registration);

Part C (Deed of Assignment of Copyright);

Part D (Membership Agreement terms and conditions);

Part E (Royalty Distribution Rules);

Part F (Conflicting Claims Policy); and

Part G (Samro’s Memorandum of Incorporation, as amended from time to time).

The Membership Agreement shall be subject to and deemed to thus incorporate Parts A to G.

2.2 Notwithstanding anything to the contrary in this agreement, except where divergence is expressly permitted, where there is conflict or inconsistency, the documents will prevail in the following order of preference:–
- 2.2.1 Memorandum of Incorporation.
- 2.2.2 Deed of Assignment.
- 2.2.3 Royalty Distribution Rules.
- 2.2.4Conflicting Claims Policy.
- 2.2.5 Membership Terms and Conditions.
3. DEFINITIONS
- 3.1 “Administered IP Rights” – means all IP Rights which are Administered by SAMRO in accordance with inter alia the MOI and these terms and conditions, which IP Rights shall continue to be associated with the particular Member or Affiliate (e.g. for the purpose of identifying the consideration due for such IP Rights), as the case may be, who agreed to them being Administered by SAMRO and where the Member’s interest in such rights has been transferred to a Permitted Successor, the IP Rights associated with the relevant Permitted Successor.
- 3.2 “CISAC” – means Confédération Internationale des Sociétés d'Auteurs et Compositeurs or translated The International Confederation of Societies of Authors and Composers which is an international non-governmental, not-for-profit organisation composed of societies administering rights in all categories of copyright, founded in France in 1926 and currently having it’s headquarters in Paris.
- 3.3 “Completed Full Royalty Payment Cycle” – means a Full Royalty Payment Cycle in respect of which the entire period has lapsed, notwithstanding that there may be Undocumented Royalty Payments and unclaimed Royalty Payments which may be subsequently claimed or paid in respect of such Full Royalty Payment Cycle (for example, if the Full Royalty Payment Cycle in respect of the Net Licence Revenue recorded for payment in the financial statements for the financial year ending 30 June 2013 is the period from 1 July 2013 to 30 June 2014, then it will be a Completed Royalty Payment Cycle from the advent of 1 July 2014), notwithstanding any subsequent claims, payments or adjustments in respect thereof.
- 3.4 “Copyright Act” – means the Copyright Act (98 of 1978) including the regulations promulgated in terms thereof, as amended from time to time or any legislation which replaces it.
- 3.5 “Day” – unless otherwise indicated means business days (excluding weekends and public holidays).
- 3.6 “GORP” – means Grant of Rights Payment.
- 3.7 “Licence Revenue” – means the royalties, licence fees, and other proceeds (all excluding VAT) received by SAMRO directly from SAMRO’s Administration of the Administered IP Rights (to be determined and attributed by the SAMRO Board in applying the Payment Rules).
- 3.8 “Member” – means you, the Applicant who licensed, assigned or mandated the licensing of the performance of Works of Music owned and/or controlled by you to SAMRO and/or SAMRO’s affiliated societies as the case may be.
- 3.9 “Members” – means the companies, organisations, persons, entities who are Members of SAMRO (including the Members of the affiliated societies), who have licensed, assigned and/or mandated the licensing of the performance of Works of Music owned and/or controlled by them to SAMRO and/or the affiliated societies, as the case may be.
- 3.10 “Member’s Certificate” – means the Certificate issued to a Member by SAMRO reflecting such Member’s Membership, which Certificate shall be signed by a Director and countersigned by a duly authorised officer or manager of SAMRO, and be in such form as the Board may determine from time to time.
- 3.11 Memorandum of Incorporation (“MOI”) – means Samro’s Memorandum of Incorporation (MOI) as applicable and enforceable from time to time, presently having been Approved at the Annual General Meeting on 25 November 2016 at SAMRO Place.
- 3.12 In the document all reference to “Natural Persons” shall also refer to juristic persons and vice versa.
- 3.13 “Net Collection Holding Revenue” – means the net revenue (including without limitation interest and dividends) and the net gains on realised investments recognised by SAMRO, after discharging or providing for all related expenses and liabilities (including without limitation Taxes), in respect of any Licence Revenue attributed to Documented Performing Rights that is held (or invested) by SAMRO (e.g. bank deposits and other investments) during the period from receipt of such Licence Revenue until allocation and payment of the related Royalty Payment or transfer to a Reserve as reasonably determined by the SAMRO Board in accordance with the Royalty Payment Rules, provided that –
- 3.13.1 this only applies to the actual Licence Revenue held (or invested) during the relevant period and such Licence Revenue may be used at any time to settle expenses and liabilities;
- 3.13.2 this excludes, without limitation:
- 3.13.2.1the amount of the Net Licence Revenue required for the payment of the Royalty Payment;
- 3.13.2.2 revenue or proceeds received or accruing to SAMRO on amounts held that have been allocated to Undocumented Royalty Payments or Reserves;
- 3.13.2.3 any income, revenue or proceeds received or accruing to SAMRO from other sources, for example in respect of any other operations or activities of SAMRO, provided that such money may be invested and commixed with other money and investments and in such circumstances the revenue and gains and related expenses and liabilities shall be allocated and attributed on a pro rata basis as reasonably determined by the SAMRO Board or its delegee.
- 3.14“Net Licence Revenue” – means the amount equal to the Licence Revenue minus the Permitted Royalty Deductions.
- 3.15 “Party and/or Parties” – shall mean either of the Parties to this agreement and/or both of the Parties, as the case may be.
- 3.16 “Payment Rules” – shall have the meaning attributed to it in clause 6.6 of the MOI, essentially being the Governance Rules principally relating to the attribution of Licence Revenue and payments to Members including the Royalty Payments, Grant of Rights Payments and Special Contractual Payments, applicable at the relevant time.
- 3.17 “Permitted Royalty Deductions” – has the meaning ascribed thereto in clause 30.5 of the MOI.
- 3.18 “Permitted Successor” – means a Person who is permitted to acquire an interest in a Member’s Granted IP Rights in terms of clause 8 of the MOI (Termination of Membership), clause 9 of the MOI (Prohibition on Transfer of Membership), in relation to the acquired interest in the Member’s Granted IP Rights and these terms and condition.
- 3.19 “Personal Information” – has the meaning ascribed to it in the Protection of Personal Information Act 4 of 2013, as amended from time to time.
- 3.20 “Royalty Payment” – has the meaning ascribed thereto in clause 30.2 of the MOI.
- 3.21 “Royalty Reserves” – shall have the meaning attributed thereto in clause 21.1 of the MOI adjusted for any transfers from such reserve.
- 3.22 “Special Consideration Payment” – shall have the meaning ascribed thereto in clause 30.4 of the MOI.
- 3.23 “SRAF” – means the SAMRO RETIREMENT ANNUITY FUND
- 3.24 “Territory” – means the Republic of South Africa, the Kingdom of Lesotho, the Kingdom of Swaziland and any other jurisdiction in which SAMRO is operational from time to time directly and not through an affiliated society.
- 3.25 “Work of Music” – means the whole or a part of a musical work or of a musical work in combination with the lyrics, words or any other literary work written for the purpose of accompanying the music, such as a song.
4. COMMENCEMENT DATE

This Membership will commence on_auto populate the registration date (“Commencement Date”) and shall terminate subject to clause 8 of the MOI and clause 11 of these terms and conditions.

5. PLACE OF AGREEMENT

This Agreement is deemed to be concluded at SAMRO’s physical address recorded hereinabove.

6. QUALIFICATION FOR AND DETERMINATION OF SAMRO MEMBERSHIP (CLAUSE 7 OF THE MOI)
- 6.1 In terms of clause 6.1.2 of the “MOI”, the SAMRO Board may make, amend or appeal rules regulating, inter alia, the governance of SAMRO in respect of the qualifications for classes of Membership and categorisation of Members.
- 6.2 GENERAL REQUIREMENTS
  
  There are certain criteria which are applied. The most fundamental is that your musical works should have been broadcasted or performed in public significantly within the past few years or in the previous distribution cycle, and your earnings have reached the minimum threshold (as outlined hereinbelow) for admission to Membership
- 6.3 OTHER REQUIREMENTS
- 6.3.1 AUTHORS
  
  Must have completed the prescribed application form, the SAMRO Deed of Assignment, and also as have formally notified all musical works in which you have an interest on the official SAMRO Notification of Works form.
  
  Musical work(s) should have achieved significant performances so as to accrue royalties to warrant performing right administration by SAMRO.
- 6.3.2 PUBLISHERS
  
  Be registered with the Companies and Intellectual Property Commission (“the CIPC”). The publisher must have applied for SAMRO Membership by completing the prescribed application form, and the SAMRO Deed of Assignment. Copies of the deeds of assignments between the Publisher and their Authors/Composers must be supplied to SAMRO. In the case of representation of foreign works, copies of the sub-publication agreements must accompany the application documentation.
- 6.4 CLASSES / CATEGORIES OF MEMBERSHIP
  
  SAMRO has two classes of Members, voting Members (being the Performing Rights Members) and non-voting Members.
  
  Performing Rights Members are categorised into Associate Members and Full Members. In addition to this, Membership is also categorised in respect of those Members that are:
  - Authors;
  - Authors and Heirs; and
  - Publishers.
- 6.4.1 ASSOCIATE MEMBERSHIP
  - 6.4.1.1 AUTHORS
    
    To become an Associate Member, you must have earned at least R100-00 (one hundred Rand) in royalties within the 3 (three) preceding years. Compliance with the requirements as set out in clause 6.3 above.
  - 6.4.1.2 PUBLISHERS
    
    To become an Associate Member, you must have earned at least R1000-00 (One Thousand Rand) in royalties within the 3 (Three) preceding years.
    
    Compliance with the requirements as set out in clause 6.3 above.
  - 6.4.1.3 RIGHTS AS AN ASSOCIATED MEMBER
  - 6.4.1.3.1 You participate fully in royalty distributions;
  - 6.4.1.3.2 You participate in GORP distributions irrespective of royalty earnings in the previous distribution;
  - 6.4.1.3.3 Participate proportionally in GORP allocation in addition to the pre-allocation;
  - 6.4.1.3.4 Receive the SAMRO Directors and Financial reports each year as well as regular correspondence;
  - 6.4.1.3.5 Right to attend and vote at General Meetings;
  - 6.4.1.3.6 Have one vote on a show of hands or, on a poll, one vote for every Rand of South African royalties earned attributable to works of South African origin in the immediately preceding distribution, subject to a maximum of 2% of the total votes.
  - 6.4.2 FULL MEMBERSHIP
    
    For an Associate to become a Full Member, the following point system will be used:
  - 6.4.2.1 The following point system, for the number of active years, shall be used for an associate AUTHOR Member of SAMRO to become a full Author Member:
    - A minimum of 5 active years of Membership shall qualify a Member for 10 points.
    - A minimum of 10 active years of Membership shall qualify a Member for 15 points.
    - A minimum of 15 active years of Membership shall qualify a Member for 20 points.
    - A minimum of 20 active years of Membership shall qualify a Member for 30 points.
  - 6.4.2.2 The following point system, for the number of active years, shall be used for an associate PUBLISHER Member of SAMRO to become a full Publisher Member:
    - A minimum of 5 active years of Membership shall qualify a Member for 10 points.
    - A minimum of 10 active years of Membership shall qualify a Member for 15 points.
    - A minimum of 15 active years of Membership shall qualify a Member for 20 points.
    - A minimum of 20 active years of Membership shall qualify a Member for 30 points.
  - 6.4.2.3 The following point system, for documented musical works, shall be used for an associate AUTHOR Member of SAMRO to become a full Author Member:
    - A minimum of 60 musical works documented with SAMRO shall qualify a Member for 10 points.
    - A minimum of 90 musical works documented with SAMRO shall qualify a Member for 15 points.
    - A minimum of 140 musical works documented with SAMRO shall qualify a Member for 20 points.
    - A minimum of 190 musical works documented with SAMRO shall qualify a Member for 30 points.
  - 6.4.2.4 The following point system, for documented musical works, shall be used for an associate PUBLISHER Member of SAMRO to become a full Publisher Member:
    - A minimum of 700 musical works documented with SAMRO shall qualify a Member for 10 points.
    - A minimum of 1000 musical works documented with SAMRO shall qualify a Member for 15 points.
    - A minimum of 1500 musical works documented with SAMRO shall qualify a Member for 20 points.
    - A minimum of 2000 musical works documented with SAMRO shall qualify a Member for 30 points.
  - 6.4.2.5 The following point system, for the average earning, shall be used for an associate AUTHOR Member of SAMRO to become a full Author Member:
    - A minimum average earning over the 3 (three) preceding years of R 10 000 shall qualify a Member for 10 points.
    - A minimum average earning over the 3 (three) preceding years of R 20 000 shall qualify a Member for 20 points.
    - A minimum average earning over the 3 (three) preceding years of R 30 000 shall qualify a Member for 30 points.
    - A minimum average earning over the 3 (three) preceding years of R 50 000 shall qualify a Member for 40 points.
  - 6.4.2.6 The following point system, for the average earning, shall be used for an associate Publisher Member of SAMRO to become a full Publisher Member:
    - A minimum average earning over the 3 (three) preceding years of R 50 000 shall qualify a Member for 10 points.
    - A minimum average earning over the 3 (three) preceding years of R 100 000 shall qualify a Member for 20 points.
    - A minimum average earning over the 3 (three) preceding years of R 150 000 shall qualify a Member for 30 points.
    - A minimum average earning over the 3 (three) preceding years of R 250 000 shall qualify a Member for 40 points.
  - 6.4.3 RIGHTS AS A FULL MEMBER
  - 6.4.3.1 Participate fully in royalty distributions;
  - 6.4.3.2 Participate in GORP distributions irrespective of royalty earnings in the previous distribution;
  - 6.4.3.3 Participate proportionally in GORP allocation in addition to the pre-allocation on a phasing-in basis;
  - 6.4.3.4 Receive SAMRO’s Directors and Financial reports each year as well as regular correspondence;
  - 6.4.3.5 Right to attend and vote at the General Meeting;
  - 6.4.3.6 One vote on a show of hands or, on a poll one vote for every rand of South African Royalties earned attributable to works of South African origin in the immediately preceding distribution, subject to a maximum of 2% of the total votes; and
  - 6.4.3.7 Eligibility to be elected as a SAMRO Board Member.
  7. GRANT OF MEMBERSHIP
  
  SAMRO hereby grants to the Member and the Member accepts Membership based on the Member application (Part A), Member Notification of Work/s Registration (Part B) and Deeds of Assignment/s (Part C). SAMRO shall further issue to the Member a Membership Certificate, which Certificate shall be signed by a Director and countersigned by a duly authorised officer or manager of SAMRO and be in such form as the SAMRO Board may determine from time to time. This Membership relationship between the Parties shall be governed by this Part D (Membership terms and conditions); Part E (Royalty Distribution Rules); Part F (Conflicting Claims Policy); and Part G (Samro’s Memorandum of Incorporation, as amended from time to time).
  
  8. POWERS AND CAPACITY OF SAMRO (CLAUSE 4 OF THE MOI)
  
  Subject to the limitations on non-profit companies in Companies Act, SAMRO has the default powers and capacity of an Individual and, without limitation, for the sake of clarity, SAMRO has the capacity and powers as outlined in clause 4 of the MOI to be used in a manner that is consistent with or ancillary to SAMRO’s stated objects.
  
  9. WARRANTIES
- 9.1 You, the Member warrant that all information provided by you, the Member or on the Member’s behalf to SAMRO is complete, true, correct and up to date.
- 9.2 You, the Member hereby warrant that at the date of the Deed of Assignment, you are the owner of the assigned rights free from any encumbrance and that you the Member has not signed, ceded, transferred or made over the assigned rights to any other Party, and has full power to assign, transfer and make over same to SAMRO. The assigned rights have now been registered as Works of Music within SAMRO’s repertoire.
- 9.3 You, the Member hereby undertake to keep SAMRO harmless and indemnified against all judgments, liability, damages, penalties, losses and expenses (including legal fees) which SAMRO may suffer or incur in respect of any claims made upon or against SAMRO in respect of the latter’s exercise of any assigned rights transferred to purported to be transferred and now registered as a Work of Music within SAMRO’s repertoire.
- 9.4 You, the Member further undertake, so long as you remain a Member of SAMRO, to do, execute and make all such acts, deeds, powers of attorney, assignments and assurances for the better or more satisfactory assigning or assuring to or vesting in SAMRO or enabling SAMRO to enforce the assigned rights or any part thereof as SAMRO may from time to time reasonably require.
- 9.5 You the Member warrant that you will, for the duration of this Agreement, comply with all laws applicable to the performance of your obligations in terms of this Agreement.
10. PAYMENT (CLAUSES 6.6; 30; 31 OF THE MOI)
- 10.1 Members shall be paid as per the Payment Rules stipulated in Part G (MOI); Part E (Royalty Distribution Rules); and (Part F) Conflicting Claims Policy.
- 10.2 In making payment, SAMRO shall comply with the Payment Rules as outlined in Part G (MOI) including but not limited to:
- 10.2.1 the Administration of the Administered IP Rights and the attribution of Licence Revenue to Administered IP Rights, shares therein and valuation thereof;
- 10.2.2 the mode and proportions in which, and the times at which, the Net Licence Revenue is apportioned amongst and paid to the Members interested therein respectively as Royalty Payments;
- 10.2.3 Permitted Royalty Deductions;
- 10.2.4 the determination of the proportion of the Net Collection Holding Revenue to be distributed, the calculation, apportionment, and mode and times of payment of the Grant of Rights Payments;
- 10.2.5 the mode and proportions in which, and the times at which, the Net Licence Revenue is to be paid as Special Consideration Payments;
- 10.3 In consideration for the Assignment of Administered IP Rights and the granting of Administration Rights to SAMRO pursuant to the Administration of IP Rights Agreement, SAMRO shall pay to Members:
- 10.3.1 the Royalty Payment, as determined in accordance with clause 30.2 of the MOI;
- 10.3.2 the Grant of Rights Payment, as determined in accordance with clause 30.3 of the MOI; and
- 10.3.3 if they are Authors that qualify, the Special Consideration Payment, as determined in accordance with clause 30.4 of the MOI.
- 10.4 In determining the Royalty Payment due to the Members, SAMRO shall, deduct from the Licence Revenue (adjusted for transfers from Royalty Reserves) of SAMRO, such amounts as are determined by the SAMRO Board as reasonably required to settle or provide for the following matters (“Permitted Royalty Deductions”) in accordance with the Payment Rules in force at the relevant time –
- 10.4.1 the payment of, or provision for, the expenses and liabilities (including all Taxes due or payable) incurred by SAMRO in connection with the Administration of Administered IP Rights or otherwise in carrying out the purposes and operations of SAMRO (which liabilities are not limited to those expenses and liabilities incurred in respect of any particular Member’s Granted IP Rights);
- 10.4.2 payments or provision for any contributions or payments for any social or cultural purposes as may be reasonably determined by the SAMRO Board, provided that such social and cultural deductions may not exceed the maximum percentage of the Licence Revenue as stipulated by the guidelines of CISAC (failing which, its successor body) from time to time or any other applicable limits stipulated in the regulations promulgated under the Copyright Act applicable to the Administered IP Rights in respect of which SAMRO is accredited as a Collecting Society; and
- 10.4.3 such sums as the SAMRO Board thinks proper to set aside as a Reserve as contemplated in clause 21 of the MOI.
- 10.5 The SAMRO Board may decide to make interim payments (Royalty Payment and Grant of Rights Payment) to Members based on anticipated estimates, pending determination of the Payments to each of the Members.
- 10.6 The SAMRO Board, acting reasonably, shall subject to the Governance Rules contemplated in clause 6 the MOI be entitled to determine the payment cycles for any Payments provided that unless the Board determines otherwise, the Full Royalty Payment Cycle shall, as a default, be from the end of the financial year reflected in the annual financial statements recording the Royalty Payments to the end of the immediately succeeding financial year.
- 10.7 The Payment Rules may provide for Payments to accrue interest or for Payments to be invested for the benefit of the relevant recipient, however, unless provisions of the MOI or the Payment Rules therein expressly provide to the contrary or the SAMRO Board determines otherwise, no Payments shall bear interest against SAMRO and all interest and investment returns accruing in respect of amounts and property held by SAMRO shall accrue for the benefit of SAMRO.
- 10.8 Any payments to Persons residing outside of the Common Monetary Area shall be subject to the Exchange Control Regulations.
- 10.9 Members who become Directors and Members of Board Committees shall be remunerated in accordance with clauses 18 and 31 of the Memorandum of Incorporation (“MOI”).
- 10.10 Notwithstanding any obligation whatsoever in law contract or otherwise to make timeous payment to Members, SAMRO shall within its sole and absolute discretion, be entitled to suspend royalty payment to any Member where conflicting claims exist, alternatively, SAMRO reasonably suspects misuse or misrepresentation on Member registration by, inter alia, claiming any works where ownership rights may fully or partially belong to / vest in any third Party. In such instances, royalty as well as grant of rights payment suspension shall be implemented by SAMRO and shall continue indefinitely until such time as the dispute is fully investigate, decided on and duly communicated by SAMRO to the applicable Members. Royalty and grant of rights payments shall be further suspended and subject to the SAMRO Conflicting Claims Policy, where applicable until a final and binding determination is received.
- 10.11 SAMRO shall be entitled to withhold and / or offset from any payment due to a Member any and all liability attracting to such Member and payable to SAMRO in reduction and / or settlement (as applicable) of such indebtedness.
11. TERMINATION (CLAUSES 8.1 TO 8.19 OF THE MOI)
- 11.1 Membership shall terminate on the following events –
- 11.1.1 termination due to an Ordinary Member not being elected to Associate Membership or Full Membership within the time period contemplated in clause 7.12 of the MOI
- 11.1.2 termination by notice by either you, the Member or SAMRO as contemplated in clauses 8.2 to 8.5 of the MOI;
- 11.1.3 termination pursuant to termination of SAMRO’s related administrative rights or lapse of the Member’s granted IP Rights as contemplated in clauses 8.6 and 8.7 of the MOI;
- 11.1.4 termination subsequent to the death of you, the Member if you are a Natural Person, subject to the possible transfer of your deceased’s Member’s interest to an heir as contemplated in clauses 8.8 to 8.15 of the MOI; or
- 11.1.5 termination subsequent to the insolvency or winding up of you, the Member as contemplated in clauses 8.16 to 8.19 of the MOI.
12 EFFECT OF TERMINATION OF MEMBERSHIP (CLAUSES 8.20 TO 8.22 OF THE MOI)
- 12.1 Except where expressly provided otherwise, on the effective date of the termination of a Member’s participation as a Member in SAMRO pursuant to clauses 8.11, 8.16 or 8.18 of the MOI –
- 12.1.1 the Member shall from that date immediately (ipso facto) cease to have any rights, privileges and obligations in respect of SAMRO and, in particular, but without prejudice to the generality of the foregoing, the Member concerned shall cease to have any claim upon the assets of SAMRO, shall not be entitled to vote at General Meetings and shall not be entitled to participate in any further payments by SAMRO, provided that the former Member shall not be relieved of the former Member’s obligations to SAMRO arising in respect of the period prior to such termination;
- 12.1.2 any amounts owed by the Member to SAMRO shall become immediately due and payable, and SAMRO may elect to set-off any amounts so owed by the Member against any amounts owed by SAMRO to the Member;
- 12.1.3 the Administration of IP Rights Agreement with the Member shall terminate; and
- 12.1.4 the Member’s Granted IP Rights in respect of which the Member is interested at the relevant time (e.g. in relation to which the Member’s Royalty Payments are determined) that are vested in SAMRO (by virtue of the Member’s or his Predecessor’s Assignment) shall be Assigned to the Member, with effect from the date of termination of the Member’s Membership.
- 12.2 If any proceedings have been instituted by or against SAMRO in respect of a Member's Granted IP Rights, either in the name of SAMRO or of the Member, and such Member ceases to be a Member prior to the conclusion of the proceedings, SAMRO shall retain any Administered IP Rights forming the subject of such proceedings which were vested in SAMRO by such Member until such proceedings are finally disposed of.
- 12.3 The Member shall at the request of SAMRO do all such things and execute all such documents necessary or desirable to give effect to the provisions of clause 8 of the MOI, and the Member hereby grants SAMRO a power of attorney to, on behalf of the Member (in rem suam), do such things and execute such documents necessary, or in the reasonable view of the Board desirable, to give effect to clause 8 of the MOI.
13. PROHIBITION ON TRANSFER OF MEMBERSHIP (CLAUSE 9 OF THE MOI)
- 13.1 As contemplated in clause 9 of MOI and except as provided for in the MOI, Membership shall not be transferred, ceded, transmitted, disposed of, pledged, sold or encumbered in any way.
- 13.2 Without limitation to clause 13.1 herein above and clause 9.2 of the MOI, no Member shall be entitled to have the power or right to transfer, delegate or otherwise dispose of this Membership or any rights or obligations comprising such Membership or under the MOI to any other Person, or to alienate or exercise the Member’s Granted IP Rights, interests in the Member’s Granted IP Rights or any rights or obligation or interests of the Member in relation to the SAMRO in connection with the Administered IP Rights, except in accordance with, and to the Persons specified in clauses 8 and 9.4 respectively of the MOI.
14. MEMBER REPRESENTATION (CLAUSE 10 OF THE MOI)
- 14.1 Subject to the restrictions on termination and transfer of Membership under clauses 8 of the MOI (Termination of Membership) and 9 of the MOI (Prohibition on Transfer of Membership) (which shall in so far as is lawful also restrict a transmission by law) –
- 14.1.1 the parent or guardian or curator of any Member who is a minor;
- 14.1.2 the trustee of an insolvent former Member;
- 14.1.3 the liquidator of a former Member which is a Juristic Person or body corporate;
- 14.1.4 the tutor or curator of a Member under disability; or
- 14.1.5 the executor or administrator or other personal representative of the estate of a deceased Member, shall, be entitled to apply to represent the Member (or in the case of a personal representative of a deceased Member’s estate apply for Membership in such capacity) upon production of such evidence as may be required by the Directors and the conclusion of an Administration of IP Rights Agreement on terms satisfactory to the SAMRO Board, have the rights and obligations to perform the represented Member’s (including a deceased Member’s) obligations and in such capacity exercise the rights and to receive the payments due to the represented Member, save where expressly provided to the contrary. Where a representative is so recognised SAMRO shall not be required to look to any relationship of trust and can assume the representatives authority to act in such capacity, provided that, if any such representative ceases to be the representative of that Member, the SAMRO Board shall, pending transfer or appointment of another representative of that Member or admission of any other person as a Member in respect of the Members interest in the Administered IP Rights, be entitled to suspend the rights of that representative to vote and shall be entitled to withhold (and retain until such transfer has occurred) all Distributions payable to in respect of the relevant Member’s Granted IP Rights.
15 GENERAL MEETINGS AND ROUND ROBIN RESOLUTIONS (CLAUSE 14 OF THE MOI)

SAMRO shall convene an Annual General Meeting as contemplated and subject to Subject to clause 14 of the MOI.

16 DURATION AND TERMINATION (CLAUSES 29.9 ONWARDS OF THE MOI)
- 16.1 Unless otherwise approved by the SAMRO Board and agreed to in writing, Membership shall operate for and during the period of the Member’s Membership of SAMRO and for any longer period provided for in clause 8 of the MOI (Termination of Membership). SAMRO may at any time, by notice in writing to any Member, decline to exercise the whole or any part of the Administration Rights, and thereupon the provisions of clause 29 of the MOI shall cease to apply to such right, and any related rights and obligations in these terms and conditions or the Deed of Assignment thereof already made to SAMRO by such Member shall be terminated by SAMRO and SAMRO’s Administration Rights shall terminate and SAMRO shall assign any of the Member’s Granted IP Rights vested in it that it has elected to exclude to the Member, provided always that SAMRO may at any time, and from time to time, by further notice in writing to such Member, withdraw such notice in respect of all or any of the IP Rights comprised therein, whereupon the provisions of clause 14 of the MOI shall again apply to such IP Rights and they shall be Assigned to SAMRO included in SAMRO’s Administration Rights and the Member’s Granted IP Rights.
17 RESTRICTIONS AND QUALIFICATION (CLAUSES 29.13 ONWARDS OF THE MOI)
- 17.1 Except as expressly provided for in this MOI –
- 17.1.1 No Member shall be entitled to cede or delegate any of its rights or obligations as against SAMRO in relation to the Administered IP Rights, or the Administration of the Administered IP Rights by SAMRO;
- 17.1.2 No Member shall have any right or authority to alienate or exercise the Administration Rights granted to and/or vested in SAMRO by the Member, or controlled by SAMRO in connection with his Membership, or by the MOI required to be so vested or controlled, without the prior written authorisation of SAMRO which shall be subject to the restrictions in clause 9 of the MOI.
- 17.2 No Member shall, without the prior written consent of SAMRO, (directly, jointly or otherwise) write, compose or otherwise contribute to any Work of Music (or the creation thereof) in a manner (whether as employee, independent contractor or otherwise ) in which any Non-Member may acquire any rights or interests in the Performing Rights in respect of the Work of Music, nor enter into any contract or arrangement to do so, whether for valuable consideration or not, without a written agreement expressly reserving and assigning the Performing Rights in respect of the Work of Music to the Member and acknowledging that such rights are included in the IP Rights assigned to SAMRO or in the exceptional circumstances in clause 29.7 of the MOI dealt with in accordance with the provisions of that clause and included in the Administered IP Rights.
- 17.3 The Member acknowledges the objects of SAMRO and that while carrying out the Administration of the IP Rights SAMRO shall pursue its objects and make use of the Permitted Royalty Deductions for this purpose as contemplated in the MOI.
- 17.4 Notwithstanding anything to the contrary, SAMRO is not required to actively market and commercialise the use of the Administered IP Rights and is generally passive in this regard. In relation to the Administration of the Administered IP Rights outside of the Principal Territory, SAMRO shall be entitled to rely exclusively on the efforts of its Affiliates. SAMRO does not in any way make any representations or give any warranties or indemnities to its Members with regards to the Administration of the Administered IP Rights, and, insofar as is lawful, disclaims any express or implied warranties and representations.
- 17.5 Unless agreed otherwise in writing, on becoming a Member, pursuant to the Assignment of the Administered IP Rights and the Membership Agreement or other arrangement SAMRO shall have the sole and exclusive right, power and authority to Administer the Administered IP Rights in any manner howsoever as may be determined by the SAMRO Board, including, without limitation, the right (but not obligation) to –
- 17.5.1 grant the right or licence for the use and exercise of the Administered IP Rights, which may be in the form of granting of blanket licences in respect of all the Administered IP Rights (including the Administered IP Rights of all Members and the Administered IP Rights of Affiliates), and to allocate the Licence Revenue arising therefrom between the Members and Affiliates subject to Permitted Royalty Deductions, in accordance with the Payment Rules;
- 17.5.2 authorise or permit or forbid the exercise of the Administered IP Rights;
- 17.5.3 collect and receive and give effectual discharges for, royalties, fees, subscriptions and all monies in connection with the Administered IP Rights or any related agreements or arrangements including by way of damages or compensation for unauthorised use or commercialisation of any Administered IP Rights by all necessary or desirable actions or other proceedings, and to recover such monies, and to restrain against, and recover damages for, the infringement of the Administered IP Rights or any other related rights of the Members or of SAMRO;
- 17.5.4 institute and prosecute proceedings against all Persons infringing the Administered IP Rights and, to defend or oppose any proceedings taken against SAMRO or any Member in respect of the Administered IP Rights, and to compound, compromise, refer to court, arbitration or submit to judgment in any such proceedings, actions, disputes or differences, and generally to represent the Member in all matters concerning the said Administered IP Rights or the Administration thereof;
- 17.5.5 protect, generally, the Administered IP Rights and exercise and enforce all rights and remedies in this regard to the Administered IP Rights;
- 17.5.6 delegate authority or assign rights to do any acts as aforesaid to any Affiliated Society or to appoint any agent, trustee or representative in territories overseas or elsewhere within South Africa, for the purpose of exercising SAMRO’s Administration Rights in respect of the Administered IP Rights in such territories or assigning such rights or the IP Rights vested in SAMRO to such Affiliated Society, agent, trustee or representative;
- 17.5.7 in the Administration of any Administered IP Rights, without limitation, make, and from time to time rescind, alter or vary any arrangements and agreements with respect to any such use and commercialisation of the Administered IP Rights and to enforce such agreements;
- 17.5.8 in addition to the rights Assigned to SAMRO, to obtain from the Member such powers of attorney or authorities or instruments as may be deemed reasonably necessary or expedient by the SAMRO Board to assist SAMRO with the Administration of the Administered IP Rights;
- 17.5.9 execute any agreements and other instruments and carry out any acts as may be deemed necessary or expedient for the purpose of the Administration of the Administered IP Rights;
- 17.5.10 do all or any of the above things by or through trustees, agents or otherwise, and either alone or in conjunction with others; and
- 17.5.11 do all such other things as are in the reasonable opinion of the Directors incidental or conducive to the Administration of the Administered IP Rights.
- 17.6 Subject to the restrictions in Schedule 1 of the Companies Act, except as expressly provided to the contrary in the MOI, SAMRO may Assign, cede and delegate its rights and obligations under the Membership Agreement, or alienate or further Assign any Administration Rights or Administered IP Rights and, in so far as is lawfully possible, the Administered IP Rights Assigned to it for the purpose of Administration –
- 17.6.1 to any Collection Society in the Principal Territory or an Affiliated Society for the purpose of the Administration of the Administered IP Rights.
18. MEMBER’S DUTIES AND SUSPENSION OF MEMBERSHIP (CLAUSE 32 OF THE MOI)
- 18.1 Every Member shall refrain from doing anything likely to limit or prejudice the success or interests of SAMRO and shall co-operate with SAMRO and its directors, managers, officers and employees and with fellow members in enforcing the observance of SAMRO’s MOI including Governance Rules contained therein as well as Terms and Conditions of the Membership Agreement and in furthering the interests of SAMRO and shall render to SAMRO, its directors, managers, officers and employees and fellow Members all reasonable assistance in this regard.
- 18.2 The SAMRO Board may resolve to suspend (for such period, and on such terms, as the SAMRO Board may reasonably determine) the Membership of any Member which fails to comply with the Membership Agreement, more specifically the MOI and Governance Rules contained therein as well as these Terms and Conditions. The power to suspend Membership is in addition to, and without limitation to, any other remedies available to the SAMRO Board for such non-compliance.
19 WINDING UP (CLAUSE 36 OF THE MOI)

In the event of and upon the winding up or deregistration of SAMRO, clause 36 of the MOI shall apply.

20. PROTECTION OF PERSONAL INFORMATION (Clause 37 of MOI)
- 20.1 All Personal Information that is processed by SAMRO will be done in terms of the Protection of Personal Information Act 4 of 2013 and as per clause 37 of the MOI.
- 20.2 Subject to any applicable laws, the Member authorises SAMRO to –
- 20.2.1 use any Personal Information for the purposes of processing, executing and administering of the Membership Agreement;
- 20.2.2 informing the Member of any SAMRO news and information relating to the Membership Agreement’
- 20.2.3 informing the Member of any amendment to the Membership Agreement;
- 20.2.4 obtain, capture, store, process, analyse and use the Member’s Personal Information for SAMRO’s marketing purposes in relation to SAMRO’s business as a collecting society;
- 20.2.5 divulge the Member’s Membership status to any third party. By this SAMRO means that it may divulge to any third party whether or not a Membership exists including, but not limited to, details pertaining to Membership registration, more specifically notification of works and Deed of Assignment;
- 20.2.6 disclose the Member’s Personal Information to SAMRO’s duly appointed agents, representatives or service providers in order to comply with its obligations and to conduct business as a collecting and distribution society.
21. COMMUNICATION BETWEEN YOU AND SAMRO
- 21.1 Subject to any applicable laws, the Member authorises SAMRO to communicate with it by means of telephone, electronic mail, telefax, text or any other mobile phone messaging services to the Member’s mobile device, laptop and/or computer.
- 21.2 Subject to any applicable laws, the Member authorises SAMRO to use such communication methods to, inter alia –
- 21.2.1 market and promote SAMRO’s services;
- 21.2.2 inform the Member about matters relating to SAMRO;
- 21.2.3 provide the Member with information that SAMRO believes may be of particular interest or relevance to the Member or in relation to the Membership Agreement;
- 21.2.4 communicate with the Member in any way necessary to execute this Agreement.
22. BREACH
- 22.1 Notwithstanding the remedies available, including but not limited to suspension and/or termination, should either Party breach any of the provisions of the Membership Agreement (whether material or otherwise), the innocent Party shall afford the defaulting Party an opportunity to remedy such breach within 14 (fourteen) business days after receipt of a written notice from the innocent Party requiring the defaulting Party to remedy such breach. Any termination emanating from breach shall be in accordance with clause 8 of the MOI.
- 22.2 The termination of the Membership Agreement for any reason, will not affect the rights of either Party which may have accrued as at date of termination and will further not affect any rights which specifically or by their nature survive the termination of this Membership Agreement or any rights in law.
23. LEGAL COSTS

If either of the Parties institutes legal action against the other for breach or dispute of the Membership Agreement, then the Party in breach will be liable for all legal costs arising from such legal action, calculated on the attorney and own client scale, including the costs of counsel on brief.

24. CONFIDENTIALITY
- 24.1 The Parties agree to keep all confidential information confidential and to disclose it only to the officers, directors, employees, consultants, affiliated societies and professional advisors who have a need to know (and then only to the extent that it is necessary) and:
- 24.1.1 Are made aware that the confidential information should be kept confidential.
- 24.1.2 Are aware of the disclosing Parties undertaking in relation to the information in terms of this agreement.
- 24.1.3 Have been directed by the disclosing Party to keep the confidential information confidential and have undertaken to keep the confidential information confidential.
- 24.2 The obligations of both Parties in relation to the maintenance and the non-disclosure of confidential information in terms of these terms and conditions do not extend to information that –
- 24.2.1 is disclosed to the receiving Party in terms of these terms but at the time of such disclosure was known to be in the lawful possession or control of that Party and not subject to an obligation of confidentiality;
- 24.2.2 is or becomes public knowledge, otherwise then pursuant to a breach of these terms by the Party disclosing such confidential information;
- 24.2.3 is required by the provisions of any law, statute or regulation or during any court proceedings or by the rules and regulations of any recognised stock exchange to be disclosed and the Party required to make the disclosure has taken all reasonable steps to oppose or prevent the disclosure where applicable or to limit, as far as reasonably possible, the extent of such disclosure and has consulted with the other Party prior to making such disclosure;
- 24.2.4 is required to be disclosed by a Party to any of its respective group of companies or any employees of such group of companies to the extent that it is necessary for the proper performance by that Party of its obligations as set out in these terms.
25. NOTICES AND DOMICILIA CITANDI ET EXECUTANDI
- 25.1 This is subject to clause 34 of the MOI.
- 25.2 The Parties choose the postal address / facsimile number / e-mail addresses indicated on the first page of Part D hereof for any written notice with regards to these terms and Membership generally.
- 25.3 Notice or communication will be deemed to have been duly given –
- 25.3.1 7 (seven) Days after posting by ordinary post;
- 25.3.2 10 (ten) Days after posting if posted by registered post;
- 25.3.3 if sent by facsimile, on the Day of successful transmission thereof. Any facsimile sent outside of such normal business hours will be presumed to have been received on the following Day;
- 25.3.4 if sent by e-mail, on the Day of successful transmission thereof, unless and until the contrary is proven.
- 25.4 Either Party may change their addresses and/or details for notice by giving notice in writing to the other of an intention to do so.
- 25.5 The Parties choose the physical addresses reflected on the first page of Part D as their domicilia citandi et executandi.
- 25.6 Notwithstanding what is set out hereinabove, neither Party will –
- 25.6.1 be entitled to commence legal proceedings by delivery of any notice other than by delivery via sheriff or as otherwise ordered by a competent court;
- 25.6.2 be entitled to change your domicilia by way of correspondence sent by facsimile.
- 25.7 A notice or other communication to be given by one Party to the other shall be valid and effective only if it is given in writing, provided that any notice given by e-mail shall be regarded for this purpose as having been given in writing.
- 25.8 Notwithstanding anything to the contrary in this clause, a written notice actually received by a Party shall be adequate written notice notwithstanding that the notice was sent to or delivered contrary to the provisions of this clause.
26. THE SAMRO RETIREMENT ANNUITY FUND (SRAF)
- 26.1 SAMRO established the SAMRO Retirement Annuity Fund (“SRAF”) for its Members, which was duly registered by the Registrar of Pension Funds in the terms of the Pension Funds Act of 1956. SRAF is registered in terms of the Pension Funds’ Act as a non-contributory retirement annuity fund.
- 26.2 Composer/Author Members of SAMRO under the age of 70 years become eligible for Membership to the Fund once they have received their first royalty credit in one of SAMRO’s annual distributions of performing royalties. At the end of that year they are automatically elected as Members of the Fund when the first allocation as the contribution on their behalf is made by SAMRO to the fund. The allocations of the contributions to Members are made in the proportion of their royalty earnings. An account is then opened in the new Member’s name in the books of the fund, and all contributions by SAMRO on behalf of the Members thereafter credited to that account. When a Member decides to retire, the monies in the account are devoted to provide an annuity or “pension”; should the Member die before retirement, the benefits go to the dependants, or are distributed in terms of the Member’s will.
- 26.3 RETIREMENT
- 26.3.1 A composer/author never really “retires”. For the purposes of SRAF, retirement must be deemed to take place at some point. In terms of SRAF Rules, drafted under the Pension Funds Act, retirement may not take place before the age of 55 and must take place not later than the age of 70. A Member, may, therefore, elect to receive a ‘pension” at any time after the age of 55. Once Members have retired, no further contributions can be made by SAMRO on their behalf to SRAF, and they can receive no further benefits from SRAF.
- 26.3.2 For the guidance of Members who may be considering “retirement”, it is important to note that in terms of SRAF Rules and current legislation, Members may not draw the full amount of their account in cash. They may draw a maximum of one-third in cash.
- 26.3.3 For the balance (two thirds), an annuity must be purchased from a registered life assurance company. Only if the full amount of the account cannot provide an annuity of at least R 1 800 per year, then the Member may draw the full amount of the account in cash.
- 26.3.4 When a Member retries from SRAF, their Membership of SAMRO remains unaffected. When performance of works accrue royalties and GORP earnings will still take place in the normal manner.
- 26.3.5 As explained above, SRAF is wholly financed from the monies available to SAMRO in terms of the CISAC provision, and the annual contributions to SRAF made by SAMRO on behalf of its Members. It is important to remember that, monies may be used only for the purpose of providing pensions or similar assistance to SAMRO’s Members, and for no other purpose. SRAF is, therefore, totally non-contributory from the side of the Members.
- 26.4 ADMINISTRATION OF SRAF
  
  The administration of SRAF is handled by SAMRO. As SRAF has to carry its own expenses in terms of its Rules, SAMRO charges the Fund an annual administration fee for this service. This fee amounts to a percentage of the contributions allocated to Members. The administration fee forms part of SAMRO’s income and accordingly again accrues to SAMRO’s Members and affiliated societies in SAMRO’s annual distributions as non-royalty revenue.
- 26.5 GUIDELINES AND REGULATIONS OF SRAF
  
  Copies of the Fund’s Rules and Regulations and other relevant information must be obtained from the Fund’s Secretary who may be contacted at the following address:
  
  SAMRO Retirement Annuity Fund
  
  P O Box 31609
  
  Braamfontein
  
  2017
- 26.6 INCOME TAX EFFECT OF CONTRIBUTIONS
  
  For income tax purposes the annual amount allocated as a contribution of a Member should be shown by him/her as income from SAMRO in the same way as his annual distribution credit. The amount must, however, then again be shown as a deduction, being a current contribution to an approved retirement annuity fund. The net effect should be nil, as it amounts merely to an addition followed by a corresponding deduction. The only case where there may be tax effect would be where a Member’s total contributions to all pension and retirement annuity funds to which he may belong, including SRAF, exceed the limits set by Income tax legislation for the relevant year.
27. SAMRO FUNERAL BENEFIT SCHEME
- 27.1 The establishment of the SAMRO FUNERAL BENEFIT SCHEME was financed out of the CISAC Provision. The funeral benefits cover provided by the Scheme currently extends to SAMRO’s writer Members under the age of 75 years, irrespective of whether they are Members of the SRAF or not, as well as their spouse and children.
- 27.2 The scheme is currently underwritten and administered by SAFRICAN Insurance Company, which service provider can be unilaterally changed by SAMRO at any time. SAFRICAN provide the funeral cover for author / composer Members of SAMRO eligible to participate in the scheme. Copies of the Application Form and Funeral Benefit Scheme policy terms and conditions are available on request.
- 27.3 Notification of a death and the lodging of claims must be directed to:
  
  SAMRO Funeral Benefit Scheme
  
  Writer Services Department
  
  P O Box 31609
  
  Braamfontein
  
  2017
  
  Telephone: 086 117 2676 / 011 712 8000.
  
  E-mail Address: customerservices@samro.org.za
  
  Facsimile: 086 674 4391.
28. GOOD FAITH
- 28.1 The Parties agree to act in the utmost good faith in respect of obligations towards each other in terms of the Membership Agreement.
- 28.2 The Parties undertake at all times to do and to procure the doing of all such things, to perform all such acts and to take all such steps open and necessary or incidental to putting into effect or maintaining the terms, the conditions and import of the Membership Agreement.
29. APPLICABLE LAW

The Membership Agreement will be interpreted and governed in accordance with the laws of the Republic of South Africa.

30. INDULGENCE

No relaxation or indulgence which may be granted by either of the Parties to the other will be construed as a waiver by either Party of any of its rights arising out of the Membership agreement, nor will it in any way prejudice either Party’s rights or preclude either Party from exercising any such rights in the future.

31. ENTIRE AGREEMENT

The Membership Agreement constituted by the Application (Part A), the Member Notification Registration of Works (Part B), Deed of Assignment (Part C), Membership Terms and Condition (Part D), Royalty Distribution Rules (E), Conflicting Claims Policy (Part F) and SAMRO’s Memorandum of Incorporation, as applicable from time to time (G) consists the entire Membership Agreement between the Parties in regard to the subject matter hereof and supersedes any previous Agreement between the Parties whether tacit, oral or written in respect of Membership.

32. WARRANTIES AND REPRESENTATION

Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like not recorded in the Parts to the Membership Agreement.

33. VARIATION, CANCELLATION OR WAIVER

No addition to, variation, waiver of any right or consensual cancellation of these terms and conditions will be of any effect unless in writing and signed by or on behalf of both Parties.

34. SEVERABILITY

The terms and conditions (Part D) of the Membership Agreement shall be deemed to be, in respect of each part, entire, separate, several and separately enforceable in the wider sense from the rest of the terms and conditions and Membership Agreement. Should any provision of the terms and conditions be found by any competent court to be defective or unenforceable for any reason whatsoever, the remaining provisions of the terms and conditions shall continue to be of full force and effect.

35. RULE OF CONSTRUCTION

No rule of construction shall be applied to the disadvantage of a Party to this Membership Agreement because that Party was responsible for or participated in the preparation of the Membership Agreement or any part of it.
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Online Member Application

Part A – Personal Details

1. PERSONAL DETAILS

Physical Address

Postal Address

Contact Numbers

2. CONTACTS / NEXT OF KIN

CONTACT PERSON 2 DETAILS

CONTACT PERSON 3 DETAILS

CONTACT PERSON 4 DETAILS

CONTACT PERSON 5 DETAILS

CONTACT PERSON 6 DETAILS

CONTACT PERSON 7 DETAILS

CONTACT PERSON 8 DETAILS

CONTACT PERSON 9 DETAILS

CONTACT PERSON 10 DETAILS

DECLARATION

Part B – Musical Work Registration

Notification of Works

Rightsholder(s)

Part C – Deed of Copyright Assignment

Part D – Membership Agreement (T’s and C’s)

1. MEMBERS DETAILS

2. INTRODUCTION

PAYMENT OPTIONS FOR REGISTRATION FEE

Composer/Author Membership Registration Fee: R100

Manual Payment Options

Full Name as Per ID	Role in Song	Percentage Share Split