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'). As part of the Services, you may register musical compositions (or the share of a musical composition) that you own or control ('Works') via our Website and you appoint us to exclusively administer and collect revenue in relation to these Works.
2. This is a legal agreement
These Ditto Publishing Administration Terms & Conditions (this 'Agreement') create a legal agreement between you ('you'/'your'/'the Writer') and us governing your use of the Services and our appointment as administrator for your Works. You must review this Agreement before you use the Services. By ticking the box next to this Agreement when prompted, you appoint us to exclusively administer the Works you register via the Services and you agree to this Agreement. You enter in this Agreement in your capacity as a professional composer/writer, for the exploitation of your Works. You understand that when you register your Works with us, 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, to use the Services, you must be an existing customer of our distribution 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. We may make the Services available to a wider range of writers 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 your behalf 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 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 10 below.
6.1. This Agreement starts on the date you accept it and pay for the Services 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 16 below. Each year of this Agreement is a 'Subscription 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 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. Whenever you register a Work with us via our Website you must to provide us with all the information about that Work that we request from you via our Website, 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 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 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 together 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 those Works you first register with us whilst being a member of an Approved CMO then the Administration Licence for those Works will be subject to the rights you have granted to the Approved CMO and you will have the right to collect the full writer’s share of all performing rights income for 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 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 the Works you register with us.
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 Works you registered with us prior to such change, we may refuse to accept new Works from you 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. Just because you created a Work does not mean that you have the right to grant the Administration Licence to us.
9. Our fees
In return for us providing the Services to you, you must pay the subscription fees set out on our pricing page ('Fees') and the fees set out at section 10 below. We will collect the Fees by direct debit (using the payment details you submitted when you set up your account) immediately once you register with the Service for your first Subscription Period and then no earlier than 14 days before each subsequent Subscription Period starts. [We will notify you by email at least 30 days before your next Subscription Period starts.] If we do not receive your direct debit payment for any reason, this Agreement will continue but only in relation to the Works submitted during the previous Subscription Periods, but you may not register any new Works until we receive payment from you and we may terminate the Agreement at any time upon no less than 7 days’ notice to you.
10. How we pay you
10.1. We will credit your royalty account balance with your share of 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 and identifiably 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.
10.2. 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 both the distribution services and the music publishing administration services we or 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.
10.3. 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.
10.4. If we receive Net Revenue in a currency other than GBP, we will convert the sum received to GBP.
10.5. 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.
11. Your legal responsibility
11.1. You confirm that:
11.1.1. 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;
11.1.2. you are at least 18 years old;
11.1.3. you own or have the exclusive right to register the Works with us;
11.1.4. 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 the Works you register with us;
11.1.5. the Works are original, not copied from anyone else, and do not infringe the intellectual property rights of anyone else;
11.1.6. 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;
11.1.7. all information you provide to us about the Works (including all Work Information) is true, complete and accurate;
11.1.8. 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;
11.1.9. you will not do or permit anyone else to do anything that conflicts with the Administration Licence;
11.1.10. the details you used when setting up your account are correct and you will update those details if they change; and
11.1.11. 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.
11.2. We may stop administering your 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.
12. 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 11 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.
12.1. If you infringe copyright, we may (where appropriate) suspend or stop your access to the Services or terminate this Agreement.
13. Our legal responsibility
13.1. We confirm that we will provide the Services to you:
13.1.1. in accordance with applicable laws;
13.1.2. in a timely and professional manner; and
13.1.3. using the reasonable skill and care of a competent music publishing administrator.
13.2. As far as the law allows, we are not responsible for:
13.2.1. losses, damage, costs or expenses that are not caused by our failure to comply with this Agreement;
13.2.2. 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
13.2.3. 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).
13.3. 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.
14. Limitation of our responsibility
14.1. 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.
14.2. You understand and agree that:
14.2.1. the Services are provided to you on an "as is" basis;
14.2.2. our total liability in relation to any breaches or losses arising out of or in connection with this Agreement is limited to the sum of Fees paid by you to us and the Net Revenue retained by us under section 10.1 above in the preceding Subscription Period; and
14.2.3. 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.
16.1. You may not terminate the Term of this Agreement for convenience during your first Subscription Period.
16.2. To stop this Agreement from automatically renewing at the end of your first Subscription Period you must notify us in writing at least 3 months before the end of your first Subscription Period (this notice period is the ‘Non-Renewal Notice Period’).
16.3. You may terminate the Term of this Agreement at any time after the end of your first Subscription Period by notifying us in writing at least 3 months in advance (this notice period is the ‘Termination Notice Period’).
16.4. Termination will take effect at the end of the final day of your Non-Renewal Notice Period or Termination Notice Period (as applicable).
16.5. You may not register any Work with us during your Non-Renewal Notice Period or Termination Notice Period.
16.6. We may suspend or stop providing the Services or terminate this Agreement immediately by email if: (a) you do not pay Fees when they are due; (b) we reasonably believe that any of the confirmations you provide at section 11 above are or may be false or that you have breached the terms of this Agreement; (c) we are unable to effectively administer the Works; or (d) we stop providing the Services altogether.
16.7. 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.
17. After Termination
17.1. If you owe us any Fees at termination we may take these from your royalty account balance. 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 10.2 above once the Collection Period ends. Upon request, we will also refund you a proportional amount of any Fees paid based on the number of months remaining in your Subscription Period.
17.2. 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.
17.3. 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 for use of your 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. So far as is permitted by applicable law, we may, in our discretion, deduct a sum equal to our subscription Fee from any amounts we pay to you under clause 17.3(b) above to compensate us for this additional administrative work.
17.4. 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.
18. Complaints, disagreements, and claims
18.1. You can complain or submit your opinion about the Services by contacting us at email@example.com.
18.2. 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.
19. 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.
20. Copyright and intellectual property
20.1. 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.
20.2. Except for the Administration Licence you grant us in section 8 above, you (or any other person that has given you permission to register the Works on their behalf) own and will keep all intellectual property rights in the Works you register via the Services.
20.3. We (or our partners or licensors) own and will keep all intellectual property rights in the Services.
20.4. Except for the Administration Licence, no intellectual property rights are transferred or licensed in this Agreement.
21. Other important legal terms
21.1. 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.
21.2. 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.
21.3. 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.
21.4. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be considered deleted from this Agreement.
21.5. 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.