1. Who we are
We are Ditto Music Publishing Ltd (trading as Ditto Music Publishing) of 29-31 Parliament Street, Liverpool, L8 5RN, company No. 12695062 ('us'/'we'/'our'). We provide music publishing administration services to authors and composers of musical works, through our website and apps ('Website') and related software, content, and tools (together the 'Services').
Currently, our core publishing administration Services are only available to existing customers of Ditto’s distribution services who register and pay for an administration subscription (those customers being ‘Writer Subscribers’).
As part of the Services, Writer Subscribers may register musical compositions (or the share of a musical composition) that they own or control ('Works') via our Website and they appoint us to exclusively administer and collect revenue in relation to these Works.
A Writer Subscriber has identified you as owning or controlling a share of one or more of the Works that they have registered with us for the Services. The Writer Subscriber has submitted to us the percentage share that you own or control in the Works and you will be prompted on our Website to approve the applicable percentage share for each such Work.
Once you have approved the percentage share, you will be asked if you want us to claim your share of such Works on your behalf. That part or share of the Works that you own or control, have approved on our Website and have asked us to claim for you is referred to as ‘Your Share’.
Nothing obliges you to use us to claim your share of any Work but if you decide to do so, you will be appointing us to exclusively administer and collect revenue in relation to Your Share of the Works on the terms of this Agreement.
2. This is a legal agreement
These Ditto Publishing Co-Writer Administration Terms & Conditions (this 'Agreement') create a legal agreement between you ('you'/'your'/'the Co-Writer') and us governing your use of the Services and our appointment as administrator for Your Share of the Works. You must review this Agreement before you use the Services. By ticking the box next to this Agreement when prompted, you agree to this Agreement. You enter in this Agreement in your capacity as a professional composer/writer, for the exploitation of Your Share of the Works. You understand that when you ask us to claim for Your Share of the Works, you are granting to us certain exclusive rights – you are advised to take legal advice before entering into this Agreement.
3.1. We may occasionally make changes and improvements to the Services (like new features), but we will notify you of any significant changes in advance either by email or via a prominent notice on our Website.
3.2. We may occasionally make changes to this Agreement, for example to make sure we comply with new laws or regulations. These changes will take effect automatically 30 days after we update the Agreement on our Website.
3.3. For any change to this Agreement that will have a significant impact on your rights or liability, or our obligations under this Agreement, we will notify you in advance either by email or via a prominent notice on our Website. Such changes will take effect automatically 30 days after we notify you, provided that if you do not wish to accept such a change then you must inform us of the fact in writing to the postal address set out above at least 7 days prior to when the change is due to become effective, at which point we may, at our discretion, either opt to: (i) continue the Agreement un-amended; or (ii) terminate the Agreement on no less than 7 days’ notice to you.
4. Who can use the Services
4.1. Currently, you must be a co-writer of a Work distributed by Ditto Music in order to register as a co-writer for use of the Services. You may only use the Services if you: (i) are not affiliated with any music publishing collective management organisation; or (ii) you are affiliated with PRS for Music or any other music publishing collective management organisation we approve by posting this approval on our Website (an ‘Approved CMO’). To maximise the chances of collecting performance royalties internationally and to directly receive the so-called ‘writer’s share’ of those royalties, you should consider becoming a writer member of an Approved CMO – please obtain independent legal advice before doing so.
4.2. Co-Writers may not register new works on their own behalf and may only claim a share of Works registered by Writer Subscribers when nominated to do so.
4.3. We may make the Services available to a wider range of writers and/or enable Co-Writers to upgrade to become Writer Subscribers in the future and we will announce these changes via our Website.
5. The Services
5.1. During the Term, and where applicable the Collection Period, we will (and you allow us to):
5.1.1. register the Works on behalf of you, the Writer Subscriber and any other co-writers with the relevant collection management organisations we work with;
5.1.2. use our reasonable endeavours to administer and collect all revenue generated from exploitation of Your Share of the Works. Such collection right shall continue for the duration of the Collection Period; and
5.1.3. account to you in accordance with section 9 below.
6.1. This Agreement starts on the date you accept it and continues for one year from such date. After the first year, this Agreement renews and extends automatically for additional year-long periods unless you or we terminate it in accordance with section 15 below. Each year of this Agreement is an 'Administration Period' and the entire duration of our Agreement is referred to as the 'Term'.
6.2. Once the Term of this Agreement terminates, we may continue to exclusively administer and collect all income generated in respect of exploitations of the Works (in respect of Your Share only) that were earned during or before the Term for an additional year following the end of the Term (the ‘Collection Period’).
7. Your responsibilities
7.1. You may be prompted on our Website to provide us with relevant information about a Work, which may include the name of the Work, the identity of any co-writers, the percentage share of the Work that you own or control, and other information to help us provide the Services ('Work Information'). The Work Information that you provide must be accurate and complete. If you do not provide accurate and complete Work Information, we may not be able to provide the Services in relation to Your Share of that Work.
7.2. If we ask you to, you must promptly provide, sign and submit the documents that we reasonably believe are necessary (or may be required from relevant collective management organisations): (a) to confirm you have the legal right to grant us the Administration Licence; or (b) for us to properly provide the Services. This may include signing powers of attorney, self-billing instructions and letters of direction. You understand that we may not be able to provide the Services to you unless and until you assist us with this. You also agree that we may provide a copy of this Agreement to any collective management organisations as evidence of our appointment as administrator over Your Share of the Works.
8. Rights you grant to us
8.1. To allow us to provide the Services to you, you grant to us an exclusive, worldwide licence for the Term of this Agreement to, and to authorise others to:
8.1.1. use, reproduce, distribute, display, communicate to the public (including by making available), publicly perform, exhibit, broadcast, and transmit the Works via all current and future means and media;
8.1.2. adapt, translate, print, publish, and create derivative works of, the Works by all current and future means and media;
8.1.3. grant so-called grand and small performance rights in respect of the Works to third parties;
8.1.4. synchronise the Works in timed relation with moving images (for example, incorporating the Work into the soundtrack of a video game, advert, film or television show) ('Sync Rights');
8.1.5. otherwise use and exploit all other rights afforded to writers by copyright laws everywhere in the world, in and to the Works; and
8.1.6. use, reproduce and display via the Services your logos, trade marks, name (and professional name) and likeness to identify you as the owner or controller of, author of, or contributor to, the Works.
8.2. The licences granted at section 8.1 above are granted to the extent of Your Share in such Works and are referred to together as the 'Administration Licence'.
8.3. As far as permitted by law, you give up and agree not to use against us or the partners we work with any moral rights, rights of privacy, publicity, or similar rights under other laws in connection with the Works.
8.4. For Your Share of those Works that are first registered with us whilst you are a member of an Approved CMO then the Administration Licence for Your Share of those Works will be subject to the rights you have granted to the Approved CMO and you will have the right to collect the applicable writer’s share of all performing rights income for Your Share of those Works directly from such Approved CMO. Nevertheless, we will always be entitled to collect the full publisher's share of all performing rights income for Your Share of those Works directly from such Approved CMO. If you are not a member of a collective management organisation, then you acknowledge and accept that (subject to the rules of the applicable collective management organisation(s)) we may collect 100% of the performing rights income for Your Share of the Works.
8.5. During the Term, you must notify us at least 10 days before there is any change to your membership status to a collective management organisation, including any withdrawal of rights, changes to territorial scope or joining a new collective management organisation. We may terminate this Agreement upon notice to you at any time after we become aware of such change or proposed change if we reasonably consider such change will be incompatible with the Services. Alternatively, without limiting our rights to Your Share of Works registered with us prior to such change, we may refuse to claim on your behalf in respect of new Works once we become aware of such change or proposed change.
8.6. You are responsible for ensuring that your use of the Services complies with any contract you may have with anyone else.
9. Our fees and how we pay you
9.1. We will credit your royalty account balance with 90% of all Net Revenue[ except in relation to Net Revenue collected from the use of the Sync Rights where we will credit your royalty account balance with 80% of such Net Revenue]. We will keep the remaining Net Revenue as a fee for providing the Services to you. 'Net Revenue' means all revenue actually received by us (or credited against an advance previously received by us) in the United Kingdom that is directly attributable to the use of the rights you grant to us under the Administration Licence minus: (a) any applicable taxes that we are required to pay or deduct; (b) any amounts that we are required to pay to the governments or other tax or financial authorities in the countries where the rights you grant us are used; (c) any expenses and costs that we reasonably incur in the provision of the Services to you; and (d) any commissions, fees and expenses charged or deducted by third parties, including sub-publishers and collective management organisations. You are responsible for calculating and accounting for any VAT and other taxes which may be payable by you.
9.2. Within [30 days] following the end of each Accounting Period during the Term and Collection Period we will[: (a) send you a royalty statement via email or make your most recent royalty statement available via your Dashboard; and (b)] pay you a sum equal to your royalty account balance ('Royalties') as long as you have over GBP £25 in your royalty account balance (for the purposes of this clause, your royalty account balance includes royalties due to you in respect of all services that we and our affiliates provide to you). Our 'Accounting Period' [starts on the first day of each calendar month and ends on the last day of each calendar month]. We will pay your Royalties via your preferred payment method set by you via your account from time to time. Once we have paid you the Royalties, we will reset your royalty account balance to GBP £0. If you have less than GBP £25 in your royalty account balance, we will not pay you any Royalties, but will carry your royalty account balance over into the next Accounting Period.
9.3. You understand that your share of Net Revenue will be pro-rated to reflect the share of ownership or control you have in the Works. You also acknowledge that each co-writer will receive any payments due separately and that we will only pay you your identified share. If there is any dispute or disagreement between co-writers in relation to the share of ownership or control in a Work then, to the fullest extent permitted by law, we may retain all revenue until such dispute or disagreement has been resolved. You further understand that applicable collective management organisations have their own processes and policies for addressing disputes and disagreements between co-writers, entitling them to withhold payment of royalties until resolution and that such processes and policies may affect our ability to collect royalties on your behalf.
9.4. If we receive Net Revenue in a currency other than GBP, we will convert the sum received to GBP.
9.5. Each royalty statement that we provide to you will be binding on you and you may not object to them after one year from when you receive them, unless otherwise required by law.
10. Your legal responsibility
10.1. You confirm that:
10.1.1. you have the right to enter into this Agreement, to grant us the Administration Licence, and to comply with all of your obligations in this Agreement;
10.1.2. you are at least 18 years old;
10.1.3. you own or have the exclusive right to register Your Share of the Works with us;
10.1.4. our use of the rights you grant to us under the Administration Licence won’t interfere with the rights of anyone else – in particular, you have not signed to an exclusive publishing, administration or other agreement relating to Your Share of the Works;
10.1.5. the Works are original, not copied from anyone else, and do not infringe the intellectual property rights of anyone else;
10.1.6. on the date you enter into this Agreement, there are no claims or disputes relating to the Works and you will let us know immediately if you become aware of any claim or dispute relating to the Works;
10.1.7. all information you provide to us about the Works (including all Work Information) is true, complete and accurate;
10.1.8. you will not use the Services in any defamatory or obscene way and you will not introduce any viruses or other code designed to interfere with computer systems or data to our Website;
10.1.9. you will not do or permit anyone else to do anything that conflicts with the Administration Licence;
10.1.10. the details you used when setting up your account are correct and you will update those details if they change; and
10.1.11. the Works do not and will not break any law or regulation that applies to you or the Works and you will not use the Services in any illegal or fraudulent way.
10.2. We may stop administering Your Share of the Works or, where appropriate, suspend or stop your access to the Services if we reasonably believe that any of the confirmations you provide above aren't true.
11. Legal claims against us
As far as the law allows, you must fully compensate us for any loss, damage, cost, liability or expense (including any professional or legal costs) we suffer in relation to any legal claim made against us because any of your confirmations at section 10 above are false or because you did not comply with any material part of this Agreement ('Claim'). We will inform you of any Claim and (without limiting our other remedies) may withhold payment of Royalties to you up to the amount claimed under that Claim. If we are legally required to pay a sum of money to anyone else as a result of that Claim, we may (without limiting our other remedies) keep an amount equal to that sum from the Royalties we would otherwise be required to pay to you under this Agreement.
11.1. If you infringe copyright, we may (where appropriate) suspend or stop your access to the Services or terminate this Agreement.
12. Our legal responsibility
12.1. We confirm that we will provide the Services to you:
12.1.1. in accordance with applicable laws;
12.1.2. in a timely and professional manner; and
12.1.3. using the reasonable skill and care of a competent music publishing administrator.
12.2. As far as the law allows, we are not responsible for:
12.2.1. losses, damage, costs or expenses that are not caused by our failure to comply with this Agreement;
12.2.2. any indirect or consequential loss or damage which means a loss suffered by you which is a side effect of the main loss or damage (for example, loss of profits) and where we could not have anticipated that type of loss arising when you entered this Agreement; or
12.2.3. any harm, loss or damage suffered by you or anyone else if the Services are interrupted, suspended or not provided to you, or if we do not comply with this Agreement, because of things we cannot control (for example, failure of or delays in third party communications networks, acts of terrorism, or power failure).
12.3. You understand and accept that your access to our Website depends on connectivity over communications networks and facilities that we do not control and that you may experience limitations, delays and other problems when using our Website because of your use of these networks and facilities. We are not responsible for any problems caused by your use of these networks and facilities.
13. Limitation of our responsibility
13.1. Nothing in this Agreement denies or limits responsibility for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other loss or damage that cannot be denied or limited under applicable law.
13.2. You understand and agree that:
13.2.1. the Services are provided to you on an "as is" basis;
13.2.2. our total liability in relation to any breaches or losses arising out of or in connection with this Agreement is limited to the greater of: (i) £100; and (ii) the Net Revenue retained by us under section 9.1 above in the preceding Administration Period; and
13.2.3. we are not liable in respect of any infringement of intellectual property rights arising from your breach of this Agreement or your use of the Services in conjunction with any applications, content or services provided by you or any third party.
15.1. You may not terminate the Term of this Agreement for convenience during your first Administration Period.
15.2. To stop this Agreement from automatically renewing at the end of your first Administration Period you must notify us in writing at least 3 months before the end of your first Administration Period (this notice period is the ‘Non-Renewal Notice Period’).
15.3. You may terminate the Term of this Agreement at any time after the end of your first Administration Period by notifying us in writing at least 3 months in advance (this notice period is the ‘Termination Notice Period’).
15.4. Termination will take effect at the end of the final day of your Non-Renewal Notice Period or Termination Notice Period (as applicable).
15.5. You may not claim any share of Works registered with us during your Non-Renewal Notice Period or Termination Notice Period.
15.6. We may suspend or stop providing the Services or terminate this Agreement immediately by email if: (a) we reasonably believe that any of the confirmations you provide at section 10 above are or may be false or that you have breached the terms of this Agreement; (b) we are unable to effectively administer the Works; or (c) we stop providing the Services altogether.
15.7. We may also terminate this Agreement immediately by email if any of the Writer Subscribers who have identified you as being a co-writer of the Works terminate or notify us of their intention to terminate their subscription or other agreement with us.
15.8. Termination of this Agreement by you or us will not affect our right to continue to collect income for the duration of the Collection Period pursuant to the rules and regulations of any collective management organisation we work with.
16. After Termination
16.1. As long as you have over GBP £25 in your royalty account balance, we will pay you a final Royalty payment in line with section 9.2 above once the Collection Period ends.
16.2. After termination, we may delete any data you submitted or provided to us via the Services, except where the law says we must keep it.
16.3. After termination of the Term (and Collection Period, as applicable), it is your responsibility to update all relevant third parties (including applicable collective management organisations and licensing agencies) and you understand that: (a) we are not responsible if any such third parties continue to pay us in respect of Your Share for use of the Works after the Term (and Collection Period); and (b) we may continue to apply our fees in respect of any such income we receive and pay through to you your remaining share of Net Revenue according to the terms of this Agreement.
16.4. You understand and agree that the duration of the licences for use of the Works that we or our partners enter into during the Term may continue after the Term (and in some cases forever) and you give us permission to enter into these licences on your behalf in respect of Your Share.
17. Complaints, disagreements, and claims
17.1. You can complain or submit your opinion about the Services by contacting us at email@example.com.
17.2. The laws of England and Wales will apply to any disagreement or claim regarding this Agreement and the courts in London, England will be the only courts allowed to resolve the disagreement or claim.
18. Your Account
Your account is your responsibility. Please make sure you create a strong password, never share it with anyone, and keep your account details secure. You must not buy, sell, or rent your Ditto account. If we delete or suspend your account (for example, because you registered Works you do not own or control), you must not create another account without our express permission. Any internet, mobile, or data roaming charges you incur when using the Services are your responsibility.
19. Copyright and intellectual property
19.1. In this Agreement, 'intellectual property rights' means all intellectual property rights of any kind which exist now or will exist in the future anywhere in the world, including: (i) copyrights; (ii) trade marks, corporate names, logos, designs, internet domain names; (iii) all rights relating to the protection of computer software (in both source code and object code form); (iv) all rights relating to the protection of business and trade secrets, know-how and confidential information; and (vi) all rights to obtain renewals, or other extensions of legal protection in relation to these rights.
19.2. Except for the Administration Licence you grant us in section 8 above, you (or any other person that has given you permission to register Your Share of the Works on their behalf) own and will keep all intellectual property rights in the Works (to the extent of Your Share).
19.3. We (or our partners or licensors) own and will keep all intellectual property rights in the Services.
19.4. Except for the Administration Licence, no intellectual property rights are transferred or licensed in this Agreement.
20. Other important legal terms
20.1. As far as permitted by law, we can transfer or sub-license our rights and obligations under this Agreement to any company, organisation, or person. You may not transfer or sub-license your rights or obligations under this Agreement to any company, organisation, or person.
20.2. If you fail to comply with this Agreement and we take no action against you, or if we delay in doing so, that does not mean that we have given up our rights against you and (subject to statutory limitation periods) we will still be entitled to enforce our rights and remedies against you in relation to that failure to comply.
20.3. We have agreed to this Agreement as independent contractors only and nothing in this Agreement creates a partnership, joint venture, or contract of employment between us and you or any third party.
20.4. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be considered deleted from this Agreement.
20.5. No person other than you or us (including any employee, officer, agent, representative or subcontractor of you or us) has the right (under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any provision of this Agreement without the written consent of both you and us.