These terms and conditions govern your use of:
- the Daft Springer website and software; and
- the services available through the Daft Springer website and software,
(collectively, “our services“).
By using our services, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our services.
If you register to use our services, we will ask you to expressly agree to these terms and conditions.
Whilst you can register and start creating a deal using our services without paying a subscription fee, you will need to subscribe if you wish to:
- access all deal information collected or generated by our services;
- access information relating to past deals you have been involved with; or
- issue a contract through our services.
If you use our services or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both yourself and the person, company or other legal entity that operates that business or organisational project to these terms and conditions, and in these circumstances references to “you” in these terms and conditions are to both the individual user and the relevant person, company or legal entity, unless the context requires otherwise.
Copyright (c) 2020-2022 Daft Springer Ltd.
Subject to the express provisions of these terms and conditions: (a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our services; and (b) all the copyright and other intellectual property rights in our services are reserved.
Permission to use services
- view pages from our services in a web browser;
- download pages from our services for caching in a web browser;
- print pages from our services, providing that such printing is not systematic or excessive; and
- use our online contracting services and other services by means of a web browser,
subject to the other provisions of these terms and conditions. ?In addition to your rights above, you may use contractual documents generated using our services as detailed below.
Except as expressly permitted by these terms and conditions, you must not download any material from our services or save any such material to your computer.
Unless you own or control the relevant rights in the material or are expressly permitted by these terms and conditions, you must not:
- republish material from our services;
- sell, rent or sub-license material from our services;
- show any material from our services in public;
- exploit material from our services for a commercial purpose; or
- redistribute material from our services.
We reserve the right to suspend or restrict access to our services. We may, for example, suspend access to the services during server maintenance or when we update our software. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our services.
Misuse of services
You must not:
- use our services in any way or take any action that causes, or may cause, damage to the services or impairment of the performance, availability, accessibility, integrity or security of the services;
- use our services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
- use our services in any deceptive or misleading way;
- hack or otherwise tamper with our services;
- probe, scan or test the vulnerability of our services without our permission;
- circumvent any authentication or security systems or processes on or relating to our services;
- use our services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
- impose an unreasonably large load on our server resources (including bandwidth, storage capacity and processing capacity);
- decrypt or decipher any communications sent by or to our services without our permission;
- conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our services without our express written consent;
- access or otherwise interact with our services using any robot, spider or other automated means, except using our public API or for the purpose of search engine indexing;
- use our services except by means of our public interfaces;
- violate the directives set out in the robots.txt file for our services;
- use data collected from our services for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or
- do anything that interferes with the normal use of our services.
You must ensure that all the information you supply to us through our services, or in relation to our services, is true, accurate, current, complete and non-misleading.
Registration and accounts
You may register for an individual or organisation account with our services by completing and submitting our account registration form and clicking on the verification link in the email that we will send to you.
You must be at least 18 years of age to create an account.
If you register for an account with us, you will be asked to choose a password.
You must keep your password confidential.
You must notify us in writing immediately if you become aware of any disclosure of your password.
You are responsible for any activity on our services arising out of any failure to keep your password confidential and may be held liable for any losses arising out of such a failure.
We may suspend your account, cancel your account and/or edit your account details, at any time in our sole discretion with or without notice or explanation, providing that if we cancel any services you have paid for and you have not breached these terms and conditions, we will refund to you a pro-rata amount of your payment, such amount to be calculated by us using any reasonable methodology.
You may request that we cancel your account using our website contact form.
Should we require you to become a subscriber to our services, you must pay the applicable subscription fees during the account registration procedure or after you have registered for an account.
We will send you an acknowledgement of your order; and the contract between us for the supply of the subscription services under these terms and conditions shall come into force upon the issue of the order acknowledgement.
You will have the opportunity to identify and correct input errors prior to making your order.
You may cancel a subscription, and receive a refund of your subscription fees, at any time within the period of 5 working days (in London, UK) following the date that the first period of your subscription begins. In order to cancel on this basis, you must send to us and we must receive written notice of your cancellation during that period. We will process any refunds using the same method as you used to make the original payment. Save as set out in this paragraph, you will have no right to any refunds with respect to subscription fees.
For so long as your account and subscription remain active in accordance with these terms and conditions, you will benefit from the features and be subject to the contract limitations and other limitations specified on our website in relation to your subscription type.
We may from time to time vary the benefits associated with a subscription by giving you written notice of the variation, providing that, if in our reasonable opinion such a variation results in a substantial loss of value or functionality, you shall have the right to cancel your subscription, and we will refund to you any amounts paid to us in respect of any period of subscription after the date of such cancellation.
At the end of any period of subscription for which you have paid, and subject to the other provisions of these terms and conditions, your subscription will be automatically renewed and you must pay to us the applicable subscription fees, unless you cancel the subscription using the cancellation facility on our website before the date of renewal. We will attempt to collect the fees using the payment details held by our payment services provider, and if we are unable to do so will notify you that you must change or update your payment details.
The fees in respect of our services will be as set out on the website from time to time.
All amounts stated in these terms and conditions or on our website are stated exclusive of any VAT.
You must pay to us the fees in respect of our services in advance, in cleared funds, in accordance with any instructions on our website.
We may vary fees from time to time by posting new fees on our website, but this will not affect fees for services that have been previously paid.
If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.
If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request: (a) an amount equal to the amount of the charge-back; (b) all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer); (c) an administration fee of GBP 100.00 including VAT; and (d) all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this paragraph (including without limitation legal fees and debt collection fees). For the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this paragraph.
If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you.
We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.
Revenue sharing contracts
By using our services, you may negotiate and enter into contracts with other users relating to the sharing of revenue.
Contract subject matter
You must not negotiate or enter into any contract using our services under which you will provide or receive any product or service that: (a) breaches any law, regulations or code, or infringes any person’s intellectual property rights or other rights, or gives rise to a cause of action against any person, in each case in any jurisdiction and under any applicable law; (b) involves the supply, distribution or publication of any material that would, if stored on our services by you, contravene the provisions of these terms and conditions; or (c) relates to drugs, narcotics, steroids or controlled substances; relates to pornography or obscene, indecent or sexually explicit materials; encourages or facilitates criminal acts or civil wrongs; or encourages or facilitates the infringement of any intellectual property right.
Template legal documents
?Whilst we provide template legal documents to assist you with the contracting process, you are responsible for ensuring that the contracts you enter into, and the particular terms of those contracts, are properly executed, lawful, enforceable and suitable for you.
?Without prejudice to the generality of the foregoing, you acknowledge that the template legal documents we provide:
- are not designed to be comprehensive, and in most cases will cover only some of the practical and legal issues that arise in relation to your contracts;
- may not be consistent or compliant with the law in any particular jurisdiction;
- may not reflect developments in case law, new statutes and/or new regulations;
- should always be reviewed by an appropriately qualified and experienced legal expert in the context of your particular transaction, and supplemented or modified as appropriate, before that transaction is entered into.
In this section, “exported documents” means documents created using our online contract creation system that you export from our website, in whatever form, and includes derivatives of such documents.
Subject to your compliance with these terms and conditions, we grant to you a worldwide non-exclusive, licence to take the following actions in relation to exported documents: (a) downloading a copy of each exported document; (b) storing, viewing and editing exported documents on a computer, and permitting your legal advisers to do so for the purposes set out herein; and (c) printing an unlimited number of copies of any exported document.
Notwithstanding the foregoing, the following acts are prohibited in relation to the exported documents:
- the use of any exported document for the purpose of negotiating or recording the terms of any contract that is not entered into through our services;
- the sale, licensing, sub-licensing, renting, leasing or commercial distribution of any exported document in any format;
- the publishing of any exported document;
- the use of any exported document in any way that is unlawful or in breach of any person’s legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable; and
- the use of any exported document to compete with us, whether directly or indirectly.
This licence is non-transferable.
All rights in the exported documents not expressly granted in these terms and conditions are hereby reserved.
You must retain, and must not delete, obscure or remove, all copyright notices and other proprietary notices placed by us on any exported document.
If you breach any of these terms and conditions, then the licence set out in this section will be automatically terminated upon such breach (whether or not we notify you of termination).
Upon the termination of the licence set out in this section, you will promptly and irrevocably delete from your computer systems and other electronic devices all copies of the exported document(s) in your possession or control, and will permanently destroy any paper or other copies of the exported document(s) in your possession or control.
You acknowledge that:
- we do not confirm the identity of service users, check their credit worthiness or bona fides, or otherwise vet them;
- we are not party to any contract entered into between users using our services;
- we are not involved in any transaction between contracting parties in any way, save that we provide a forum and tools enabling such parties to contract; and
- we are not the agents for any user,
and accordingly, we are not responsible for the enforcement of any contractual obligations arising out of a contract entered into using our services and we will have no obligation to mediate between the parties to any such contract.
You acknowledge that we cannot be held responsible for the behaviour of our users and we cannot guarantee that any information provided by a user is true, accurate, complete, current and not misleading; and you will not hold us liable in respect of any loss or damage arising out of any user behaviour or user information.
In these terms and conditions, “your content” means all works and materials (including without limitation text, graphics, images and files) that you submit to us or our services for storage or publication on, processing by, or transmission via, our services.
You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to reproduce, store, modify and publish your content through our services and in relation to our services, including for the purposes of providing services to you and to other users that you negotiate or contract with through our services.
You grant to us the right to sub-license these rights.
You may edit your content, after upload, to the extent permitted using the editing functionality made available on our services.
Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit the relevant content as required to remedy the breach or manage our legal risks.
You must ensure that your content is not illegal or unlawful, does not infringe any person’s legal rights, and is not capable of giving rise to legal action against any person.
You warrant and represent to us that you will comply with the provisions of any contract entered into with another user or users through our services.
We do not warrant or represent:
- the completeness or accuracy of the information published on our services;
- that the material on our services is up to date;
- that our services will operate without fault; or
- that our services will remain available.
We reserve the right to discontinue or alter any or all of our services at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any services.
To the maximum extent permitted by applicable law, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our services and the use of our services.
Limitations and exclusions of liability
Nothing in these terms and conditions will:
- limit or exclude any liability for death or personal injury resulting from negligence;
- limit or exclude any liability for fraud or fraudulent misrepresentation;
- limit any liabilities in any way that is not permitted under applicable law; or
- exclude any liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in these terms and conditions govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
To the extent that our services are provided free of charge, we will not be liable for any loss or damage of any nature.
We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
We will not be liable to you in respect of any loss or corruption of any data, database or software.
We will not be liable to you in respect of any special, indirect or consequential loss or damage.
Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the greater of: (a) GBP 100; and (b) the total amount you have paid to us with respect to that contract.
You hereby indemnify us and undertake to keep us indemnified, against: (a) any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our services or any breach by you of any provision of these terms and conditions; and (b) any VAT liability or other tax liability that we may incur in relation to any contract entered into through our services, where that liability arises out of your failure to pay or to register to pay any VAT or other tax properly due in any jurisdiction.
Breaches of these terms and conditions
Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
- send you one or more formal warnings;
- temporarily suspend your access to our services;
- permanently prohibit you from accessing our services;
- block computers using your IP address from accessing our services;
- contact your internet service providers and request that they block your access to our services;
- commence legal action against you, whether for breach of contract or otherwise; and/or
- suspend or delete your account on our services.
Where we suspend or prohibit or block your access to our services or a part of our services, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
Daft Springer, our other trademarks incorporating Daft Springer (including Daft Springer Tokens (DSTs), Daft Springer NFT Factory, Daft Springer Music Contracts, Daft Springer Distribution, Daft Springer Web3 and Daft Springer NFT), our logos and our other registered and unregistered trademarks are trademarks belonging to us; we give no permission for the use of these trademarks, and such use may constitute an infringement of our rights.
Any third party registered and unregistered trademarks or service marks on our services are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
We may revise these terms and conditions from time to time.
The revised terms and conditions shall apply to the use of our services from the date of publication of the revised terms and conditions on our services, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.
If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account, and you must stop using our services.
You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
A contract under these terms and conditions is for our benefit and your benefit and is not intended to benefit or be enforceable by any third party. The exercise of the parties rights under a contract under these terms and conditions is not subject to the consent of any third party.
These terms and conditions shall constitute the entire agreement between you and us in relation to your use of our services and shall supersede all previous agreements between you and us in relation to your use of our services.
Law and jurisdiction
These terms and conditions shall be governed by and construed in accordance with English law.
Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.
We are Daft Springer Ltd.
We are registered in England and Wales under registration number 12351517, and our registered office is at 15 Brookside Close, Batheaston, Bath, England, BA1 7HW.
You can contact us: (a) by post, to the postal address given above; or (b) using our contact form.